Common use of Number and Election of Directors Clause in Contracts

Number and Election of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors that shall constitute the entire Board of Directors of the Corporation shall be fixed from time to time exclusively by the affirmative vote of a majority of the members at any time constituting the Board of Directors, and such number may be increased or decreased from time to time; provided, however, that (i) in no event shall the number of directors serving on the Board of Directors be less than three nor more than fifteen and (ii) no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Except as provided in the Certificate of Incorporation or in Section 3.2, directors shall be elected by a plurality of the votes of the shares present or represented by proxy at annual meetings of the stockholders. Except as provided in the Certificate of Incorporation, each director shall hold office until the next annual meeting of the stockholders and until his successor shall have been duly elected and qualified. If the Certificate of Incorporation so provides, (i) the directors of the Corporation shall be divided into classes ("Term of Office Classes") based upon the expiration of their terms of office and (ii) the directors of the Corporation shall be divided into classes ("Voting Constituency Classes" ) based on the class of capital stock the holders of which are entitled to elect such directors. If the Certificate of Incorporation provides for both Term of Office Classes and Voting Constituency Classes, each director shall be assigned to a Term of Office Class and a Voting Constituency Class in accordance with the terms of the Certificate of Incorporation and the provisions set forth in the remainder of this Article III. Notwithstanding anything to the contrary contained in this Article III, the manner of election, terms of office and other provisions relating to directors serving in any Term of Office Classes or Voting Constituency Classes shall be as provided in the Certificate of Incorporation.

Number and Election of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors that shall constitute the entire Board of Directors of the Corporation shall be fixed from time to time exclusively by the affirmative vote of a majority of the members at any time constituting the Board of Directors, and such number may be increased or decreased from time to time; provided, however, that (i) in no event shall the number of directors serving on the Board of Directors be less than three nor more than fifteen and (ii) no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Except as provided in the Certificate of Incorporation or in Section 3.2, directors shall be elected by a plurality of the votes of the shares present or represented by proxy at annual meetings of the stockholders. Except as provided in the Certificate of Incorporation, each director shall hold office until the next annual meeting of the stockholders and until his successor shall have been duly elected and qualified. [If the Certificate of Incorporation so provides, (i) the directors of the Corporation shall be divided into classes ("Term of Office Classes") based upon the expiration of their terms of office and (ii) the directors of the Corporation shall be divided into classes ("Voting Constituency Classes" ) based on the class of capital stock the holders of which are entitled to elect such directors. If the Certificate of Incorporation provides for both Term of Office Classes and Voting Constituency Classes, each director shall be assigned to a Term of Office Class and a Voting Constituency Class in accordance with the terms of the Certificate of Incorporation and the provisions set forth in the remainder of this Article III. Notwithstanding anything to the contrary contained in this Article III, the manner of election, terms of office and other provisions relating to directors serving in any Term of Office Classes or Voting Constituency Classes shall be as provided in the Certificate of Incorporation.Incorporation.](6)

Number and Election of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors that shall constitute the entire Board of Directors shall consist of not less than three (3) nor more than fifteen (15) members, the Corporation exact number of which shall initially be nine (9) and subsequently shall be fixed from time to time exclusively by resolution adopted by the affirmative vote of a majority of the members at any time Board of Directors then in office. The directors shall be divided into three (3) classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The initial division of the Board of Directors into classes shall be made by the decision of the affirmative vote of a majority of the entire Board of Directors. The term of the initial Class I directors assigned at the time of the filing of the Certificate of Incorporation shall terminate on the date of the first annual meeting of stockholders held following the time of the filing of the Certificate of Incorporation; the term of the initial Class II directors assigned at the time of the filing of the Certificate of Incorporation shall terminate on the date of the second annual meeting of stockholders held following the time of the filing of the Certificate of Incorporation; and the term of the initial Class III directors assigned at the time of the filing of the Certificate of Incorporation shall terminate on the date of the third annual meeting of stockholders held following the time of the filing of the Certificate of Incorporation or, in each case, upon such director’s earlier death, resignation or removal. At each succeeding annual meeting of stockholders beginning with the first annual meeting of stockholders held following the time of the filing of the Certificate of Incorporation, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term and such number may be increased or decreased from time to time; provided, however, that (i) in no event shall until their successors are duly elected and qualified. If the number of directors serving on is changed, any increase or decrease shall be apportioned among the Board classes so as to maintain the number of Directors be less than three nor more than fifteen directors in each class as nearly equal as possible, and (ii) any additional director of any class elected to fill a vacancy shall hold office for a term that shall coincide with the remaining term of the directors of that class, but in no case shall a decrease in the number of directors shall have the effect of shortening shorten the term of any incumbent director. Except as provided in the Certificate of Incorporation or in Section 3.2, directors shall be elected by a plurality of the votes cast at each annual meeting of the shares present or represented by proxy at annual meetings of the stockholders. Except as provided in the Certificate of Incorporation, each and a director shall hold office until the next annual meeting of for the stockholders year in which his or her term expires and until his or her successor shall have been duly be elected and qualifiedshall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. If the Certificate of Incorporation so provides, (i) the directors of the Corporation shall Directors need not be divided into classes ("Term of Office Classes") based upon the expiration of their terms of office and (ii) the directors of the Corporation shall be divided into classes ("Voting Constituency Classes" ) based on the class of capital stock the holders of which are entitled to elect such directors. If the Certificate of Incorporation provides for both Term of Office Classes and Voting Constituency Classes, each director shall be assigned to a Term of Office Class and a Voting Constituency Class in accordance with the terms of the Certificate of Incorporation and the provisions set forth in the remainder of this Article III. Notwithstanding anything to the contrary contained in this Article III, the manner of election, terms of office and other provisions relating to directors serving in any Term of Office Classes or Voting Constituency Classes shall be as provided in the Certificate of Incorporationstockholders.

Number and Election of Directors. The business and affairs of the Corporation shall be managed by or under the direction size of the Board of Directors. The number of directors that shall constitute the entire Board of Directors of the Corporation shall initially be fixed eight (8) and may from time to time exclusively be increased or decreased, by the Board with the prior written consent of each of the Lead Member Holders. Three (3) of the Directors will be designated by the FXCM Holder without approval of any other Member (the “FXCM Holder Directors”). Three (3) of the Directors will be designated by Leucadia without approval of any other Member (the “Leucadia Holders Directors” and, together with the FXCM Holder Directors, the “Appointed Directors”). Leucadia and the FXCM Holder shall each be entitled to nominate one (1) additional Director; provided that each such additional nominee must qualify as an independent director under the New York Stock Exchange listing standards (together, the “Independent Directors” and, together with the Appointed Directors, the “Directors”). Independent Directors shall be elected by the affirmative vote of the Members holding a majority Majority Interest at each annual meeting of Members. In the members at any time constituting event an Independent Director nominee is not elected, the Board of DirectorsLead Member Holder that nominated such nominee shall as promptly as practicable nominate another nominee and the Company shall hold a special meeting as promptly as practicable where such nominee shall stand for election. In the event such nominee is not elected, such Lead Member Holder shall continue to nominate nominees and such number may be increased or decreased from time the Company shall continue to time; provided, however, that (i) in no event shall hold special meetings until the number of directors serving on the Board of Directors be less than three nor more than fifteen and (ii) no decrease in the number of directors shall have the effect of shortening the term of any incumbent directorvacancy is filled. Except as provided in the Certificate of Incorporation or in Section 3.2, directors shall be elected by a plurality of the votes of the shares present or represented by proxy at annual meetings of the stockholders. Except as provided in the Certificate of Incorporation, each director Each Independent Director shall hold office until the next annual meeting of the stockholders Members and until his such Independent Director’s successor shall have been is duly elected and qualified, or until such Independent Director’s earlier death, resignation or removal. If the Certificate of Incorporation so provides, (i) the directors Directors need not be Members. As of the Corporation shall date of this Agreement, the FXCM Holder Directors will consist of Drew Niv, Wxxxxxx Xxxxxx and Dxxxx Xxxxxx and the Leucadia Holders Directors will consist of Rich Handler, Bxxxx Xxxxxxxx and Jxxxx Xxxxxx. The Independent Directors will be divided into classes ("Term of Office Classes") based upon the expiration of their terms of office nominated and (ii) the directors of the Corporation shall be divided into classes ("Voting Constituency Classes" ) based on the class of capital stock the holders of which are entitled elected pursuant to elect such directors. If the Certificate of Incorporation provides for both Term of Office Classes and Voting Constituency Classes, each director shall be assigned to a Term of Office Class and a Voting Constituency Class in accordance with the terms of this Agreement within 90 days following the Certificate of Incorporation and the provisions set forth in the remainder date of this Article III. Notwithstanding anything to the contrary contained in this Article III, the manner of election, terms of office and other provisions relating to directors serving in any Term of Office Classes or Voting Constituency Classes shall be as provided in the Certificate of IncorporationAgreement.

Number and Election of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the a Board of Directors. The Directors consisting of not less than three nor more than 13 directors, the exact number of directors that shall constitute the entire Board of Directors of the Corporation shall to be fixed determined from time to time exclusively by resolution adopted by the affirmative vote of a majority of the members at any time directors then in office. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. Immediately following the adoption by the Corporation of this by-law, a majority of the Board of DirectorsDirectors shall elect Class I directors for a one-year term, Class II directors for a two-year term and such number may Class III directors for a three-year term. At the next ensuing annual meeting of stockholders (the "First Meeting"), the term of office of the Class I directors shall expire and successors to the Class I directors shall be increased or decreased from time elected for a three-year term. At the next ensuing annual meeting of stockholders held after the First Meeting (the "Second Meeting"), the term of office of the Class II directors shall expire and successors to time; providedthe Class II directors shall be elected for a three-year term. At the next ensuing annual meeting of stockholders held after the Second Meeting, howeverthe term of office of the Class III directors shall expire and successors to the Class III directors shall be elected for a three-year term. Thereafter, at each annual meeting of stockholders, successors to the class of directors whose term expires at that (i) in no event annual meeting shall be elected for a three-year term. If the number of directors serving on is changed, any increase or decrease shall be apportioned among the Board classes so as to maintain the number of Directors be less than three nor more than fifteen and (ii) directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors shall have the effect of shortening shorten the term of any incumbent director. Except as provided in the Certificate of Incorporation or in Section 3.2, directors shall be elected by a plurality of the votes of the shares present or represented by proxy at annual meetings of the stockholders. Except as provided in the Certificate of Incorporation, each A director shall hold office until the next annual meeting of for the stockholders year in which his term expires and until his successor shall have been duly be elected and qualifiedshall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. If Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred stock issued by the Corporation, if any, shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the Restated Certificate of Incorporation applicable thereto, and such directors so provides, (i) the directors of the Corporation elected shall not be divided into classes ("Term of Office Classes") based upon the expiration of their terms of office and (ii) the directors of the Corporation shall be divided into classes ("Voting Constituency Classes" ) based on the class of capital stock the holders of which are entitled pursuant to elect such directors. If the Certificate of Incorporation provides for both Term of Office Classes and Voting Constituency Classes, each director shall be assigned to a Term of Office Class and a Voting Constituency Class in accordance with the terms of the Certificate of Incorporation and the provisions set forth in the remainder this Section 1 of this Article III. Notwithstanding anything to the contrary contained in this Article III, the manner of election, terms of office and other provisions relating to directors serving in any Term of Office Classes or Voting Constituency Classes shall be as III unless expressly provided in the Certificate of Incorporationby such terms.

Number and Election of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors that shall constitute the entire Board of Directors of the Corporation shall be fixed from time to time exclusively by the affirmative vote of a majority of the members at any time constituting the Board of Directors, and such number may be increased or decreased from time to time; provided, however, that (i) in no event shall the number of directors serving on the Board of Directors be less than three nor more than fifteen and (ii) no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Except as provided in the Certificate of Incorporation or in Section 3.2, directors shall be elected by a plurality of the votes of the shares present or represented by proxy at annual meetings of the stockholders. Except as provided in the Certificate of Incorporation, each director shall hold office until the next annual meeting of the stockholders and until his successor shall have been duly elected and qualified. [If the Certificate of Incorporation so provides, (i) the directors of the Corporation shall be divided into classes ("“Term of Office Classes"”) based upon the expiration of their terms of office and (ii) the directors of the Corporation shall be divided into classes ("“Voting Constituency Classes" ” ) based on the class of capital stock the holders of which are entitled to elect such directors. If the Certificate of Incorporation provides for both Term of Office Classes and Voting Constituency Classes, each director shall be assigned to a Term of Office Class and a Voting Constituency Class in accordance with the terms of the Certificate of Incorporation and the provisions set forth in the remainder of this Article III. Notwithstanding anything to the contrary contained in this Article III, the manner of election, terms of office and other provisions relating to directors serving in any Term of Office Classes or Voting Constituency Classes shall be as provided in the Certificate of Incorporation.Incorporation.]6