Common use of Number of Directors; Board Representation Clause in Contracts

Number of Directors; Board Representation. Commencing upon the first annual meeting of the Company's stockholders after the date hereof, which will be held not later than September 30, 2001 and during the term of this Agreement, the Company shall be governed by a Board of Directors (the "Board") of eight (8) members (or six (6) if the parties agree). The directors shall serve for periods of one year (the first period commencing on the date of the annual meeting of stockholders or sooner if elected prior thereto) and until their successors are elected at the next annual meeting of the stockholders, at any special meeting, or by majoritywritten consent, as the case may be. The Board shall nominate and recommend to the stockholders of the Company eight (8) nominees (or six (6) as the case may be) for election to the Board, 50% of whom shall be chosen by the Prospect Stockholders in their sole and absolute discretion ("Prospect Nominees") and 50% of whom shall be chosen by the Capital Stockholders in their sole and absolute discretion (Capital Nominees"). Notwithstanding the foregoing, the Board shall not nominate a person for election whose employment has been terminated by Capital for cause. (b) Notwithstanding the provisions of Section 1.1(a), if the securities of Capital are no longer listed on The Nasdaq Smallcap Market ("Nasdaq"), the Board shall take immediate action to appoint the new board (as provided in 1.1(a)) prior to the next annual meeting of shareholders. In addition, the Prospect Stockholders may request the Board, prior to the next annual meeting, to seek permission from Nasdaq to elect the new board (as provided in Section 1.1(a)) prior to the next annual meeting of shareholders, without the need for such meeting.

Number of Directors; Board Representation. Commencing upon the first annual meeting of the Company's stockholders after the date hereof, which will be held not later than September 30, 2001 and during the term of this Agreement, the Company shall be governed by a Board of Directors (the "Board") of eight (8) members (or six (6) if the parties agree). The directors shall serve for periods of one year (the first period commencing on the date of the annual meeting of stockholders or sooner if elected prior thereto) and until their successors are elected at the next annual meeting of the stockholders, at any special meeting, or by majoritywritten majority written consent, as the case may be. The Board shall nominate and recommend to the stockholders of the Company eight (8) nominees (or six (6) as the case may be) for election to the Board, 50% of whom shall be chosen by the Prospect Stockholders in their sole and absolute discretion ("Prospect Nominees") and 50% of whom shall be chosen by the Capital Stockholders in their sole and absolute discretion (Capital Nominees"). Notwithstanding the foregoing, the Board shall not nominate a person for election whose employment has been terminated by Capital for cause. (b) Notwithstanding the provisions of Section 1.1(a), if the securities of Capital are no longer listed on The Nasdaq Smallcap Market ("Nasdaq"), the Board shall take immediate action to appoint the new board (as provided in 1.1(a)) prior to the next annual meeting of shareholders. In addition, the Prospect Stockholders may request the Board, prior to the next annual meeting, to seek permission from Nasdaq to elect the new board (as provided in Section 1.1(a)) prior to the next annual meeting of shareholders, without the need for such meeting.