Common use of Organizational Documents of the Company Clause in Contracts

Organizational Documents of the Company. The parties hereto agree that the following covenants set forth in this Section 4 shall apply during the Standstill Period: (a) The parties hereto agree to take (and cause to be taken) all commercially reasonable actions and agree to exercise all authority under applicable law to cause the Certificate of Incorporation of the Company (the “Certificate of Incorporation”) and the By-Laws of the Company (the “By-Laws” and, together with the Certificate of Incorporation, the “Company Organizational Documents”) to be in the form attached to the Merger and Contribution Agreement as Exhibit C and Exhibit D, respectively (as such forms may be amended or modified from time to time prior to the Effective Date in accordance with the Merger and Contribution Agreement), on and as of the Effective Date, to the extent they are not already in such form as of the Effective Date. In furtherance of the foregoing, Cargill agrees that it will, to the extent permitted under applicable law: (i) cause its representatives or designees on the Board of Directors to bring before the full Board of Directors and cause the full Board of Directors to recommend to the stockholders of the Company any necessary amendment or amendments to the Company Organizational Documents so that, at the Effective Date, they will conform with the forms attached as Exhibits C and D to the Merger and Contribution Agreement (as such forms may be amended or modified from time to time prior to the Effective Date in accordance with the Merger and Contribution Agreement); (ii) cause its representatives or designees on the Board of Directors to vote in favor of and approve any such amendments; and (iii) vote (or cause to be voted), in person or by proxy, all Voting Securities that Cargill owns or has the right to vote in favor of any such amendments. (b) The parties hereto agree to take (and cause to be taken, including, without limitation, in the case of Cargill, to the extent permitted by applicable law, causing its representatives or designees on the Board of Directors to take) all commercially reasonable actions and agree to exercise all authority under applicable law to cause the following to be true during the Standstill Period: (i) the Certificate of Incorporation shall provide for the Board of Directors to be divided into three (3) classes; (ii) the By-Laws shall provide for the Board of Directors to be comprised of eleven (11) Directors; (iii) the By-Laws shall provide for the Board of Directors to have an Executive Committee, Audit Committee, a Compensation Committee and a Governance Committee, in addition to any other Committees of the Board of Directors to be created by the Board of Directors; each such Committee shall comply with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC and NYSE applicable to board committees of such nature; (iv) the By-Laws shall provide for each Committee of the Board of Directors to be comprised of five (5) Directors, to the extent practicable to comply with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC and the NYSE applicable to board committees of such nature; (v) the By-Laws shall provide for the Chairman of the Compensation Committee of the Board of Directors to be a Non-Associated Director and, if required by Section 162(m) of the Internal Revenue Code or Section 16 of the 1934 Act, for all other members also to be Non-Associated Directors; (vi) the By-Laws shall provide for the Audit Committee of the Board of Directors to be comprised entirely of Non-Associated Directors; and (vii) the By-Laws shall provide for the Governance Committee of the Board of Directors to be comprised of a majority of Non-Associated Directors. Without in any way limiting the foregoing, during the Standstill Period, the parties hereto agree not to (and in the case of Cargill, to the extent permitted by applicable law, to cause its representatives or designees on the Board of Directors not to) initiate, propose, or otherwise support or vote in favor of any amendment to the Company Organizational Documents that would conflict with the agreements set forth herein.

Organizational Documents of the Company. The parties hereto agree that the following covenants set forth in this Section 4 shall apply during the Standstill Period: (a) The As of the date of this Agreement, the parties hereto agree to take (and cause to be taken) all commercially reasonable actions and agree to exercise all authority under applicable law to cause acknowledge that the Certificate of Incorporation of the Company (the “Certificate of Incorporation”) and the By-Laws of the Company Bylaws (the “By-Laws” andwhich, together with the Certificate of Incorporation, are hereinafter called the “Company Organizational Documents”) to be are in the form attached to the Merger and Contribution Agreement hereto as Exhibit C A and Exhibit DB, respectively (as such forms may be amended or modified from time respectively, and agree not to time prior take action to amend the Effective Date Company Organizational Documents except in accordance with the Merger and Contribution terms of this Agreement), on and as of the Effective Date, to the extent they are not already in such form as of the Effective Date. In furtherance of the foregoing, Cargill agrees that it will, to the extent permitted under applicable law: (i) cause its representatives or designees on the Board of Directors to bring before the full Board of Directors and cause the full Board of Directors to recommend to the stockholders of the Company any necessary amendment or amendments to the Company Organizational Documents so that, at the Effective Date, they will conform with the forms attached as Exhibits C and D to the Merger and Contribution Agreement (as such forms may be amended or modified from time to time prior to the Effective Date in accordance with the Merger and Contribution Agreement); (ii) cause its representatives or designees on the Board of Directors to vote in favor of and approve any such amendments; and (iii) vote (or cause to be voted), in person or by proxy, all Voting Securities that Cargill owns or has the right to vote in favor of any such amendments. (b) The parties hereto agree to take (and cause to be taken, including, without limitation, in the case of Cargill, to the extent permitted by applicable law, causing its representatives or designees on the Board of Directors to take) all commercially reasonable actions and agree to exercise all authority under applicable law to cause the following to be true during the Standstill Period: (i) : the Certificate of Incorporation shall provide for the Board of Directors to be divided into three (3) classes; (ii) ; effective as of the By-Laws date of the Company’s 2006 Annual Meeting of Stockholders, the Bylaws shall provide for the Board of Directors to be comprised of eleven twelve (1112) Directors; (iii, as such number may thereafter be increased pursuant to Section 2(b) of this Agreement; the By-Laws Bylaws shall provide for the Board of Directors to have an Executive Committee, Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee, in addition to any other Committees of the Board of Directors to be created by the Board of Directors; each such Committee shall comply with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC and NYSE applicable to board committees of such nature; (iv) the By-Laws shall provide for each Committee of the Board of Directors to be comprised of five (5) Directors, to the extent practicable to comply with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC and the NYSE applicable to board committees of such nature; (v) the By-Laws NYSE; Bylaws shall provide for the Chairman of the Compensation Committee of the Board of Directors to be a Non-Associated Director and, if required by Section 162(m) of the Internal Revenue Code or Section 16 of the 1934 Act, for all other members also to be Non-Associated Directors; (vi) ; the By-Laws Bylaws shall provide for the Audit Committee of the Board of Directors to be comprised entirely of Non-Associated Directors; and (vii) and the By-Laws Bylaws shall provide for the Corporate Governance and Nominating Committee of the Board of Directors to be comprised of a majority of Non-Associated Directors. Without in any way limiting the foregoing, during the Standstill Period, the parties hereto agree not to (and in the case of Cargill, to the extent permitted by applicable law, to cause its representatives or designees on the Board of Directors not to) initiate, propose, or otherwise support or vote in favor of any amendment to the Company Organizational Documents that would conflict with the agreements set forth herein.