Common use of Number of Shareholder Group Directors Clause in Contracts

Number of Shareholder Group Directors. In connection with each annual meeting of shareholders, the Shareholder Group shall have the right to designate (i) until the date on which the Shares cease to be at least 25% of the then outstanding Common Shares, three individuals for nomination to the Board who shall be reasonably acceptable to the Nominating Committee, (ii) thereafter, until the date on which the Shares cease to be at least 15% of the then outstanding Common Shares, two individuals for nomination to the Board who shall be reasonably acceptable to the Nominating Committee, and (iii) thereafter, until the date on which the Shares cease to be at least 5% of the then outstanding Common Shares, one individual for nomination to the Board who shall be reasonably acceptable to the Nominating Committee (any individual so nominated, a “Shareholder Group Nominee”). In the event that at any time there are a greater number of Shareholder Group Directors on the Board than the number of Shareholder Group Nominees that the Shareholder Group shall then have a right to designate in connection with each annual meeting of shareholders in accordance with the foregoing, at the request of the Nominating Committee, the Shareholder Group shall use its best efforts to cause such number of Shareholder Group Directors to resign from the Board so that, after giving effect to such resignation(s), the number of Shareholder Group Directors on the Board will not exceed the number of Shareholder Group Nominees that the Shareholder Group shall then have a right to designate in connection with each annual meeting of shareholders in accordance with the foregoing. In the event that at any time there are a smaller number of Shareholder Group Directors on the Board than the number of Shareholder Group Nominees that the Shareholder Group shall then have a right to designate in connection with each annual meeting of shareholders in accordance with the foregoing, the Shareholder Group shall have the right to designate such number of individuals for nomination to the Board who shall be reasonably acceptable to the Nominating Committee so that, if such individuals are elected to serve as directors of the Corporation, the number of Shareholder Group Directors on the Board will equal the number of Shareholder Group Nominees that the Shareholder Group shall then have a right to designate in connection with each annual meeting of shareholders in accordance with the foregoing.