NOMINATING COMMITTEES. The Participating Jurisdictions agree to the following:
NOMINATING COMMITTEES. (a) At or prior to the date of this Agreement, the Bylaws of the Company have been amended to provide that:
(i) a Joint Nominating Committee, a Chrixxxxxxx Xxxinating Committee and a Kalitta Nominating Committee of the Board of Directors of the Company shall be created for the period beginning on the date of this Agreement and expiring at the end of the Term;
(ii) the Joint Nominating Committee shall consist of Chrixxxxxxx xxx Kalitta for so long as each is a director of the Company;
(iii) the Chrixxxxxxx Xxxinating Committee shall consist of Chrixxxxxxx xxx so long as he is a director of the Company;
(iv) the Kalitta Nominating Committee shall consist of Kalitta for so long as he is a director of the Company;
(v) each such Nominating Committee shall have the powers and duties described in, and be subject to the applicable provisions concerning notice, quorum, membership and resolution of deadlock and related provisions of, Sections 3.1.2 and 3.1.3; and
(vi) such Bylaw provisions and the Bylaw provisions described below in this Section 3.1.2 may be amended or
(b) The Bylaws of the Company have been further amended at or prior to the date of this Agreement to provide that (i) the Joint Nominating Committee shall have the exclusive power on behalf of the Board of Directors to nominate a person for election as a director of the Company as a Joint Designee and to fill any vacancy of the Joint Designee on the Board of Directors of the Company; (ii) the Chrixxxxxxx Xxxinating Committee shall have the exclusive power on behalf of the Board of Directors of the Company to nominate Chrixxxxxxx xxx persons for election as directors of the Company as Chrixxxxxxx Xxxignees and to fill vacancies on the Board of Directors vacated by Chrixxxxxxx Xxxignees; and (iii) the Kalitta Nominating Committee shall have the exclusive power on behalf of the Board of Directors to nominate Kalitta and persons for election as directors of the Company as Kalitta Designees and to fill vacancies on the Board of Directors vacated by the Kalitta Designees.
(c) During the Term, but subject to Section 3.1.5, and except as otherwise agreed in writing by the Requisite Chrixxxxxxx Xxxckholders and the Requisite Kalitta Stockholders, each of the Stockholders shall, and shall cause each of such Stockholder's Affiliates to, (i) vote (or act by written consent with respect to) any shares of Common Stock and other Company voting securities each Beneficially Owns (x) for the nominee of the Joint Nomina...
NOMINATING COMMITTEES. At or prior to the Effective Time, Kitty Hawk shall amend its Bylaws to provide that (a) a joint nominating committee, a Chrixxxxxxx xxxinating committee and a Kalitta nominating committee of the Board of Directors of Kitty Hawk shall be created for a 36-month period commencing with the Effective Time, (b) such Joint Nominating Committee (the "JOINT NOMINATING COMMITTEE") shall consist of Chrixxxxxxx xxx Kalitta for so long as each is a director of Kitty Hawk, (c) the Chrixxxxxxx xxxinating committee (the "CHRIXXXXXXX XXXINATING COMMITTEE") shall consist of Chrixxxxxxx xxx so long as he is a director of Kitty Hawk, (d) the Kalitta nominating committee (the "KALITTA NOMINATING COMMITTEE") shall consist of Kalitta for so long as he is a director of Kitty Hawk and (e) each such Nominating Committee shall have the powers and duties described in, and be subject to the applicable provisions concerning notice, quorum, membership and resolution of deadlock and related provisions of, Sections 5.5.2 and 5.5.
NOMINATING COMMITTEES. There will be one nominating committee for each Area (each an “Area Nominating Committee”), consisting of three members serving staggered terms of three years each, with one member elected each year (except for the three initial members of the committee, who shall be elected for terms of one, two, and three years, respectively, with the Partner receiving the most votes deemed elected to the longest term). The WOC will annually slate three candidates for each Area Nominating Committee from which the Partners will elect one candidate to replace the member whose term has expired (except with respect to the initial members of the committee for whom the WOC will slate six nominees from which the Partners will elect three as indicated above).
NOMINATING COMMITTEES
