Common use of Number, Election and Term Clause in Contracts

Number, Election and Term. The number of Directors which shall constitute the Whole Board shall be fifteen (15), of whom five (5) shall be Directors of the First Class, five (5) shall be Directors of the Second Class and five (5) shall be Directors of the Third Class. Immediately prior to the 2005 annual meeting of stockholders of the corporation two (2) Donnelley Directors (who shall be agreed upon by a majority of the Donnelley Directors then serving as Directors) and two (2) Xxxxx Xxxxxxx Directors (who shall be agreed upon by a majority of the Xxxxx Xxxxxxx Directors then serving as Directors voting together with Xxxx X. Xxxxxxxx) will retire from the Board of Directors and the number of Directors which shall constitute the Whole Board shall be reduced to eleven (11), of whom four (4) shall be Directors of the First Class, three (3) shall be Directors of the Second Class and four (4) shall be Directors of the Third Class; provided, however, that if prior to the 2005 annual meeting of stockholders of the corporation any Donnelley Director or Xxxxx Xxxxxxx Director shall have died, resigned or been removed and such vacancy has not been filled prior to such time, then the number of Donnelley Directors or Xxxxx Xxxxxxx Directors, as the case may be, required to resign will be reduced by the number of directors that have died, resigned or been removed. The term of office of each class shall be three years, with the term of one class expiring in each year, and the successors to the class of Directors whose terms shall expire shall be elected at each annual election or adjournment thereof. Each Director shall hold office until his successor shall be elected and shall qualify or until his earlier resignation or removal. Directors need not be residents of Delaware or stockholders.

Number, Election and Term. (a) The number of Directors which shall constitute directors of the Whole Board Corporation, other than those who may be elected by the holders of one or more series of the Preferred Stock voting separately by class or series, shall be fifteen (15), of whom five (5) shall be Directors of fixed from time to time exclusively by the First Class, five (5) shall be Directors of the Second Class and five (5) shall be Directors of the Third Class. Immediately prior Board pursuant to the 2005 annual meeting of stockholders of the corporation two (2) Donnelley Directors (who shall be agreed upon a resolution adopted by a majority of the Donnelley Directors then serving as DirectorsBoard. (b) and two (2) Xxxxx Xxxxxxx Directors (who shall be agreed upon by a majority of Subject to Section 5.5 hereof, the Xxxxx Xxxxxxx Directors then serving as Directors voting together with Xxxx X. Xxxxxxxx) will retire from the Board of Directors and the number of Directors which shall constitute the Whole Board shall be reduced to eleven (11), of whom four (4) shall be Directors of the First Class, divided into three (3) shall be Directors of the Second Class and four (4) shall be Directors of the Third Class; provided, however, that if prior to the 2005 annual meeting of stockholders of the corporation any Donnelley Director or Xxxxx Xxxxxxx Director shall have died, resigned or been removed and such vacancy has not been filled prior to such time, then the number of Donnelley Directors or Xxxxx Xxxxxxx Directorsclasses, as the case may benearly equal in number as possible and designated Class I, required to resign will be reduced by the number of directors that have died, resigned or been removedClass II and Class III. The term of office the initial Class I Directors shall expire at the annual meeting of each class shall be three yearsthe stockholders of the Corporation held in 2019, with the term of one class expiring the initial Class II Directors shall expire at the annual meeting of the stockholders of the Corporation held in each year, 2020 and the term of the initial Class III Directors shall expire at the annual meeting of the stockholders of the Corporation held in 2021.1 At each annual meeting of the stockholders of the Corporation, successors to the class of Directors directors whose terms shall expire term expires at that annual meeting shall be elected at for a three-year term. Subject to Section 5.5 hereof, if the number of directors is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each annual election or adjournment thereof. Each Director class as nearly equal as possible, but in no case shall a decrease in the number of directors shorten the term of any incumbent director. (c) Subject to Section 5.5 hereof, a director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be has been elected and shall qualify or until his qualified, subject, however, to such director’s earlier resignation death, resignation, retirement, disqualification or removal. Directors . (d) Unless and except to the extent that the Bylaws shall so require, the election of directors need not be residents of Delaware or stockholdersby written ballot.

Number, Election and Term. (a) The number of Directors which shall constitute directors of the Whole Board Corporation, other than those who may be elected by the holders of one or more series of the Preferred Stock voting separately by class or series, shall be fifteen (15), of whom five (5) shall be Directors of fixed from time to time exclusively by the First Class, five (5) shall be Directors of the Second Class and five (5) shall be Directors of the Third Class. Immediately prior Board pursuant to the 2005 annual meeting of stockholders of the corporation two (2) Donnelley Directors (who shall be agreed upon a resolution adopted by a majority of the Donnelley Directors then serving as DirectorsBoard. (b) and two (2) Xxxxx Xxxxxxx Directors (who shall be agreed upon by a majority of Subject to Section 5.5 hereof, the Xxxxx Xxxxxxx Directors then serving as Directors voting together with Xxxx X. Xxxxxxxx) will retire from the Board of Directors and the number of Directors which shall constitute the Whole Board shall be reduced to eleven (11), of whom four (4) shall be Directors of the First Class, divided into three (3) shall be Directors of the Second Class and four (4) shall be Directors of the Third Class; provided, however, that if prior to the 2005 annual meeting of stockholders of the corporation any Donnelley Director or Xxxxx Xxxxxxx Director shall have died, resigned or been removed and such vacancy has not been filled prior to such time, then the number of Donnelley Directors or Xxxxx Xxxxxxx Directorsclasses, as the case may benearly equal in number as possible and designated Class I, required to resign will be reduced by the number of directors that have died, resigned or been removedClass II and Class III. The term of office the initial Class I Directors shall expire at the annual meeting of each class shall be three yearsthe stockholders of the Corporation held in 2019, with the term of one class expiring the initial Class II Directors shall expire at the annual meeting of the stockholders of the Corporation held in each year, 2020 and the term of the initial Class III Directors shall expire at the annual meeting of the stockholders of the Corporation held in 2021. (1) At each annual meeting of the stockholders of the Corporation, successors to the class of Directors directors whose terms shall expire term expires at that annual meeting shall be elected at for a three-year term. Subject to Section 5.5 hereof, if the number of directors is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each annual election or adjournment thereof. Each Director class as nearly equal as possible, but in no case shall a decrease in the number of directors shorten the term of any incumbent director. (c) Subject to Section 5.5 hereof, a director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be has been elected and shall qualify or until his qualified, subject, however, to such director’s earlier resignation death, resignation, retirement, disqualification or removal. Directors . (d) Unless and except to the extent that the Bylaws shall so require, the election of directors need not be residents of Delaware or stockholdersby written ballot.