Common use of Number and Terms of Directors Clause in Contracts

Number and Terms of Directors. The aggregate number of directors as of the date this amendment to the Bylaws is adopted [May 21, 1998] shall be six, two in each class. Thereafter, the number of directors in each class shall be the number last elected by the shareholders, provided that the aggregate number of directors in the three classes shall not be less than three nor more than nine. The number of directors in any class may be increased by the Board of Directors from the number of directors last elected by the shareholders and the resulting vacancy may be filled pursuant to Section 3.15 hereof; provided, however, that the Board of Directors may not increase the aggregate number of directors in the three classes to more than nine, and, further provided, that the persons appointed by the Board to fill any such resulting vacancy shall hold office until a qualified successor is elected by the shareholders at the next meeting of the shareholders at which directors are elected. Vacancies occurring on the Board of Directors resulting from the death, resignation, removal or disqualification of a director or as a result of the expiration of a director's term need not be filled by the Board or shareholders, provided that the Board continues to have at least the minimum number of members required by the Articles of Incorporation. Notwithstanding the foregoing, whenever the holders of any one or more classes of capital stock (other than common stock) issued by the corporation shall have the right, voting separately by class or series, to elect directors at a regular or special meeting of shareholders, pursuant to the applicable terms of the certificate of designation or other instrument creating such class or series of stock as provided in the last paragraph of Section 3.01 of the Articles of Incorporation, any directors so elected shall be in addition to the aggregate number of directors determined in the manner set forth in the preceding paragraph and shall increase the maximum number of directors permitted pursuant to the provisions of the preceding paragraph. Any directors so elected shall not be divided into classes as provided in the following paragraph unless expressly provided by the applicable terms of the certificate of designation or other such instrument. The directors shall be divided into three (3) classes, designated Class I, Class II, and Class III, and each class shall be as nearly equal in number as possible. Each class shall be elected to three-year terms, with one class to be elected each year. At each regular meeting of the shareholders, directors shall be elected for a full term of three years to succeed those whose terms expire. When the number of directors is changed, any increase or decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class. In no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the regular meeting for the year in which the director's term expires and until a successor shall be elected and qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

Number and Terms of Directors. The aggregate number Subject, in respect of the initially appointed directors at the Effective Time (as defined below), to Section 4.16 of the Business Combination Agreement, dated as of , 2022 (the date this amendment “Business Combination Agreement”), and subject to the Bylaws is adopted [May 21, 1998] shall be six, two in each class. Thereafterrights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors in each class shall be fixed from time to time exclusively by the number last Board pursuant to a resolution adopted by a majority of the Whole Board. The directors, other than those who may be elected by the shareholdersholders of any series of Preferred Stock under specified circumstances, provided that shall be divided, with respect to the aggregate number term for which they severally hold office, into three classes, with the term of office of the first class to expire at the Corporation’s first annual meeting of stockholders following the effectiveness of the filing of this Article VI (the “Effective Time”), the term of office of the second class to expire at the Corporation’s second annual meeting of stockholders following the Effective Time, and the term of office of the third class to expire at the Corporation’s third annual meeting of stockholders following the Effective Time, with each director to hold office until his or her successor shall have been duly elected and qualified. Subject to Section 4.16 of the Business Combination Agreement, the Board is authorized to assign members of the Board already in office at the Effective Time to such classes as it determines. At each annual meeting of stockholders, (i) directors in elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the three classes third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall not be less than three nor more than nine. The number have been duly elected and qualified, or until their earlier resignation, death or removal; and (ii) if authorized by a resolution of the Board, directors in any class may be increased by the Board of Directors from the number of directors last elected by the shareholders and the resulting vacancy may be filled pursuant to Section 3.15 hereof; provided, however, that the Board of Directors may not increase the aggregate number of directors in the three classes to more than nine, and, further provided, that the persons appointed by the Board to fill any vacancy on the Board, regardless of how such resulting vacancy shall hold office until a qualified successor is elected by the shareholders at the next meeting of the shareholders at which directors are elected. Vacancies occurring on the Board of Directors resulting from the death, resignation, removal or disqualification of a director or as a result of the expiration of a director's term need not be filled by the Board or shareholders, provided that the Board continues to have at least the minimum number of members required by the Articles of Incorporationbeen created. Notwithstanding the foregoing, whenever whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more classes series of capital stock (other than common stock) issued by the corporation Preferred Stock shall have the right, voting either separately by class or together with the holders of one or more other such series, to elect directors at a regular an annual or special meeting of shareholdersstockholders, pursuant to the applicable terms of the certificate of designation or other instrument creating such class or series of stock as provided in the last paragraph of Section 3.01 of the Articles of Incorporationelection, any directors so elected shall be in addition to the aggregate number of directors determined in the manner set forth in the preceding paragraph and shall increase the maximum number of directors permitted pursuant to the provisions of the preceding paragraph. Any directors so elected shall not be divided into classes as provided in the following paragraph unless expressly provided by the applicable terms of the certificate of designation or other such instrument. The directors shall be divided into three (3) classes, designated Class I, Class II, and Class III, and each class shall be as nearly equal in number as possible. Each class shall be elected to three-year terms, with one class to be elected each year. At each regular meeting of the shareholders, directors shall be elected for a full term of three years to succeed those whose terms expire. When the number office, filling of directors is changed, any increase or decrease in vacancies and other features of such directorships shall be so apportioned among governed by the classes as to make all classes as nearly equal in number as possible, terms of this Certificate and any additional director certificate of any class elected designations applicable to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class. In no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the regular meeting for the year in which the director's term expires and until a successor shall be elected and qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from officeseries.

Number and Terms of Directors. (a) The aggregate number of directors as of the date this amendment to the Bylaws is adopted [May 21, 1998] shall be six, two in each class. Thereafter, the number of directors in each class shall be the number last elected by the shareholders, provided that the aggregate number of directors in the three classes shall not be less than three nor more than nineeleven (except as provided in Section 3.02(c), below). The number of directors in any class may be increased by the Board of Directors from the number of directors last elected by the shareholders and the resulting vacancy may be filled pursuant to Section 3.15 hereof; provided, however, that the Board of Directors may not increase the aggregate number of directors in the three classes to more than nine, and, further provided, that the persons appointed by the Board to fill any such resulting vacancy shall hold office until a qualified successor is elected by the shareholders at the next meeting of the shareholders at which directors are electedeleven. Vacancies occurring on the Board of Directors resulting from the death, resignation, removal or disqualification of a director or as a result of the expiration of a director's ’s term need not be filled by the Board or shareholders, provided that the Board continues to have at least the minimum number of members required by the Articles of Incorporation. Notwithstanding the foregoing, whenever the holders of any one or more classes of capital stock . (other than common stockb) issued by the corporation shall have the right, voting separately by class or series, to elect directors at a regular or special meeting of shareholders, pursuant to the applicable terms of the certificate of designation or other instrument creating such class or series of stock as provided in the last paragraph of Section 3.01 of the Articles of Incorporation, any directors so elected shall be in addition to the aggregate number of directors determined in the manner set forth in the preceding paragraph and shall increase the maximum number of directors permitted pursuant to the provisions of the preceding paragraph. Any directors so elected shall not be divided into classes as provided in the following paragraph unless expressly provided by the applicable terms of the certificate of designation or other such instrument. The directors shall be divided into three (3) classes, designated Class I, Class II, and Class III, and each class shall be as nearly equal in number as possible. Each class shall be elected to three-year terms, with one class to be elected each year. At each regular meeting of the shareholders, directors shall be elected for a full term of three years to succeed those whose terms expire. When the number of directors is changed, any increase or decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class. In no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the regular meeting for the year in which the director's ’s term expires and until a successor shall be elected and qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. (c) Notwithstanding the foregoing, whenever the holders of any one or more classes of capital stock (other than common stock) issued by the corporation shall have the right, voting separately by class or series, to elect directors at a regular or special meeting of shareholders, pursuant to the applicable terms of the certificate of designation or other instrument creating such class or series of stock as provided in the last paragraph of Section 3.01 of the Articles of Incorporation, any directors so elected shall be in addition to the aggregate number of directors determined in the manner set forth in the preceding paragraphs and shall increase the maximum number of directors permitted pursuant to the provisions of the preceding paragraphs. Any directors so elected shall not be divided into classes as provided in paragraph (b), above, unless expressly provided by the applicable terms of the certificate of designation or other such instrument.