Common use of Right to Nominate Directors Clause in Contracts

Right to Nominate Directors. The Corporation shall (i) take all corporate action necessary to immediately cause the size of the Corporation's Board to be increased by one and appoint one (1) individual designated by the Purchaser and reasonably acceptable to the Corporation's Board (it being agreed that any of Purchaser's officers who also serves as an executive officer or director of Purchaser shall be deemed reasonably acceptable to the Corporation's Board), as a member of the Board of Directors of the Corporation to fill such vacancy, and (ii) thereafter during the Covered Period use reasonable efforts, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board of Directors at each election of the Corporation's directors (it being agreed that Purchaser shall be entitled to two (2) designees for election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected to the Board of Directors shall be indemnified by the Corporation to the fullest extent permitted by law and, without limiting the generality of the foregoing, shall be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the Corporation's Board of Directors meetings.

Right to Nominate Directors. The Corporation shall (i) take all corporate action necessary to immediately cause the size of the Corporation's Board to be increased by one and appoint one (1) individual designated by the Purchaser and reasonably acceptable to the Corporation's Board (it being agreed that any of Purchaser's officers who also serves as an executive officer or director of Purchaser ISC shall be deemed reasonably acceptable to the Corporation's Board), as a member of the Board of Directors of the Corporation to fill such vacancy, and (ii) thereafter during the Covered Period use reasonable efforts, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board of Directors at each election of the Corporation's directors (it being agreed that Purchaser shall be entitled to two (2) designees for election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected to the Board of Directors shall be indemnified by the Corporation to the fullest extent permitted by law and, without limiting the generality of the foregoing, shall be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the Corporation's Board of Directors meetings.

Right to Nominate Directors. The Corporation Company shall (i) take all corporate action necessary to immediately cause appoint the size following three (3) individuals: any of the Corporation's Board to be increased by one and appoint one (1) individual current directors or senior officers of Parent or such other individuals designated by the Purchaser Parent and reasonably acceptable to the Corporation's Board (it being agreed that any of Purchaser's officers who also serves as an executive officer or director of Purchaser shall be deemed reasonably acceptable to the CorporationCompany's Board), as a member of the Board of Directors of the Corporation Company to fill such vacancy, existing vacancies; and (ii) thereafter during the Covered Period (as defined below) use reasonable efforts, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of PurchaserParent) to be nominated and elected to its Board of Directors at each election of the CorporationCompany's directors (it being agreed that Purchaser shall be entitled to two (2) designees for election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee)directors. Each Purchaser Parent designee elected to the Board of Directors shall be indemnified by the Corporation Company to the fullest extent permitted by law and, without limiting the generality of the foregoing, shall be given indemnification agreement protection, if any, by the Corporation Company in the same form as currently in effect for the CorporationCompany's current directors. The Corporation Company agrees to provide each such Purchaser Parent designee with the same compensation paid by the Corporation Company to its other outside directors and to reimburse the PurchaserParent's designee for reasonable out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the PurchaserParent's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation Company shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the CorporationCompany's Board of Directors meetings. The Covered Period shall begin on the date of execution hereof and continue for a one (1) year period, provided that it shall terminate immediately at such time as Parent beneficially owns less than eighty percent (80%) of the Parent Owned Company Stock.

Right to Nominate Directors. (a) The Corporation Placement Agent shall have the right (ibut not the obligation) take all corporate action necessary to immediately cause the size of the Corporation's Board to be increased by one and appoint nominate one (1) individual designated by the Purchaser and reasonably acceptable director to the Corporation's Board (it being agreed that any of Purchaser's officers who also serves as an executive officer or director of Purchaser shall be deemed reasonably acceptable to the Corporation's Board), as a member of the Board of Directors of the Corporation Company (the "Right to fill such vacancyNominate"). The Company shall, as soon as practicable after the Placement Agent exercises its Right to Nominate, appoint the Placement Agent's nominee to the Board of Directors and shall thereafter for a period of three (3) years from the date hereof include the Placement Agent's nominee in the slate of nominees recommended by the Company's Board of Directors to shareholders for election as a director at each subsequent meeting at which directors of the Company are to be elected, and shall use its best efforts to cause the election of such nominee. If elected to the Company's Board of Directors, the Placement Agent's nominee shall receive a fee for serving on the Board of Directors of $25,000 per year, plus reasonable expenses and five (ii5) thereafter during year options to purchase 20,000 shares of Common Stock, at an exercise price equal to the Covered Period use reasonable efforts, consistent with and no less than are taken with respect to all other nominees higher of (i) ten (10%) percent above the closing price of the Common Stock on the date the Placement Agent's nominee is elected to the Board of Directors, and (ii) $1.31 per share. Notwithstanding anything to have such designee the contrary in the foregoing, if (or other reasonably acceptable designee i) there is no vacancy on the Board of PurchaserDirectors of the Company, (ii) to be nominated and elected to the Company can not otherwise immediately place the Placement Agent's nominee on its Board of Directors at each election of Directors, or (iii) the CorporationPlacement Agent's directors (it being agreed that Purchaser shall be entitled to two (2) designees for election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee nominee is not elected to the Board of Directors of the Company, the Placement Agent's nominee shall be indemnified designated by the Corporation Company as an official observer of the Board of Directors. As an observer of the Board of Directors, the Placement Agent's nominee shall have the right to (A) receive copies of all documents delivered to the fullest extent permitted by law andBoard of Directors, without limiting the generality (B) receive advance notice of all meetings of the foregoingBoard of Directors, shall be given indemnification agreement protection, if any, by the Corporation (C) attend in the same form as currently in effect for the Corporation's current directors. The Corporation agrees to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member person all meetings of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and or otherwise participate in all of such meetings by telephone, and (D) receive the Corporation's fee and options as described above as if such nominee was elected to the Board of Directors meetingsDirectors.