Common use of NOMINATION AND REMOVAL OF DIRECTORS Clause in Contracts

NOMINATION AND REMOVAL OF DIRECTORS. 3.1 The Company and each Investor agree that so long as the voting agreement set forth in this Section 3 remains in effect, each of them shall take all action necessary from time to time (including, without limitation, the voting of shares, execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies on the Board which currently consists of nine (9) members, the waiving of notice and attendance at meetings, the amendment of the Company's by-laws and the like) necessary to maintain a sufficient number of financially literate independent directors on its Board of Directors to satisfy the audit committee requirement and other requirements for Board composition set forth in the National Association of Securities Dealers Marketplace Rules (the "Marketplace Rules"), as amended from time to time and in other applicable legislation, rules and regulations. In furtherance thereof, and in order to insure appropriate Board representation for significant shareholders, the Company and each Investor agree to maintain the membership on the Board as follows: