Common use of Size and Composition Clause in Contracts

Size and Composition. (A) At any time during which Harbinger is the Majority Party: (1) Subject to Section 2.1(a)(i)(A)(2), Harbinger and Pinnacle shall vote their respective Voting Securities so that the Board shall be composed of at least seven (7) but no more than twelve (12) directors, of which Pinnacle shall nominate a number of individuals from the number of directors to be elected that represents Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number, but not less than two (2) directors (any director nominated by Pinnacle, a “Pinnacle Director”), with the remaining directors being nominated by Harbinger (any director nominated by Harbinger, a “Harbinger Director”), and Harbinger and Pinnacle shall vote their respective Voting Securities to elect such Pinnacle Directors and Harbinger Directors (including without limitation, the appointment of additional Harbinger Directors or Pinnacle Directors, if any and as applicable, immediately following the end of the Voting Period); provided, however, that (x) in no event shall Harbinger vote its Voting Securities in a manner that would cause the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directors, (y) Harbinger shall take all necessary action as promptly as practicable, including without limitation effecting an increase in the size of the Board or removal of some of the Harbinger Directors and causing the appointment of Pinnacle Directors, such that the number of Pinnacle Directors reflects the foregoing provision, and (z) any such appointment in furtherance of this Section 2.1(a)(i)(A)(1) shall only be permitted in accordance with the terms of the Constating Documents. (2) Harbinger, as the Majority Party, shall have the sole right to recommend in writing any increase or decrease in the size of the Board between seven (7) and twelve (12) directors, and Pinnacle shall vote its Voting Securities so that the Board shall be comprised of such number of directors as recommended by Harbinger. In the event that the size of the Board is so increased or decreased, Harbinger shall vote its Voting Securities so that the number of Pinnacle Directors on the Board shall be in proportion to Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number; provided, however, that in no event shall Harbinger vote its Voting Securities in a manner that would cause the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directors. In the event that the number of Pinnacle Directors on the Board at any time is less than its proportionate share based on Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number, then Pinnacle shall have the right to require (exercisable by written notice to Harbinger) that Harbinger, as the Majority Party, take, and Harbinger shall take, all necessary action, including without limitation effectuating an increase in the size of the Board or removal of some of the Harbinger Directors and causing the appointment of additional Pinnacle Directors and voting its Voting Securities thereafter, such that the number of Pinnacle Directors reflects Pinnacle’s proportionate share of such voting power; provided, however, that in no event shall Harbinger vote its Voting Securities in a manner that would cause the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directors. (B) At any time during which Harbinger is the Minority Party: (1) Harbinger and Pinnacle shall vote their respective Voting Securities so that (x) the Board shall be composed of at least seven (7) but no more than twelve (12) directors, and (y) the number of directors nominated by each of Pinnacle and Harbinger shall be proportionate to their then-respective ownership percentages of the Equity Voting Power, rounded up or down to the nearest whole number. (2) Pinnacle, as the Majority Party, shall have the sole right to recommend in writing any increase or decrease in the size of the Board between seven (7) and twelve (12) directors, and Harbinger, as the Minority Party, shall vote its Voting Securities so that the Board shall be comprised of such number of directors as recommended by Pinnacle. In the event that the size of the Board is so increased or decreased, Pinnacle shall vote its Voting Securities so that the number of Harbinger Directors on the Board shall be in proportion to Harbinger’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number; provided, however, that in no event shall Pinnacle vote its Voting Securities in a manner that would cause the number of Harbinger Directors serving on the Board at any time to be less than two (2) directors. In the event that the number of Harbinger Directors on the Board at any time is less than its proportionate share based on Harbinger’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number, then Harbinger shall have the right to require (exercisable by written notice to Pinnacle) that Pinnacle, as the Majority Party, take, and Pinnacle shall take, all necessary action, including without limitation effectuating an increase in the size of the Board or removal of some of the Pinnacle Directors and causing the appointment of additional Harbinger Directors and voting its Voting Securities thereafter, such that the number of Harbinger Directors reflects Harbinger’s proportionate share of such voting power; provided, however, that in no event shall Pinnacle vote its Voting Securities in a manner that would cause the number of Harbinger Directors serving on the Board at any time to be less than two (2) directors.

Size and Composition. (A) At any time during which Harbinger is the Majority Party: (1) Subject to Section 2.1(a)(i)(A)(2), Harbinger and Pinnacle shall vote their respective Voting Equity Securities so that the Board shall be composed of at least seven (7) but no more than twelve (12) directors, of which Pinnacle shall nominate a number of individuals from the number of directors to be elected that represents Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number, but not less than two (2) directors (any director nominated by Pinnacle, a “Pinnacle Director”), with the remaining directors being nominated by Harbinger (any director nominated by Harbinger, a “Harbinger Director”), and Harbinger and Pinnacle shall vote their respective Voting Equity Securities to elect such Pinnacle Directors and Harbinger Directors (including without limitation, the appointment of additional Harbinger Directors or Pinnacle Directors, if any and as applicable, immediately following the end of the Voting Period); provided, however, that (x) in no event shall Harbinger vote its Voting Equity Securities in a manner that would cause the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directors, (y) Harbinger shall take all necessary action as promptly as practicable, including without limitation effecting an increase in the size of the Board or removal of some of the Harbinger Directors and causing the appointment of Pinnacle Directors, such that the number of Pinnacle Directors reflects the foregoing provision, and (z) any such appointment in furtherance of this Section 2.1(a)(i)(A)(1) shall only be permitted in accordance with the terms of the Constating Documents. (2) Harbinger, as the Majority Party, shall have the sole right to recommend in writing any increase or decrease in the size of the Board between seven (7) and twelve (12) directors, and Pinnacle shall vote its Voting Equity Securities so that the Board shall be comprised of such number of directors as recommended by Harbinger. In the event that the size of the Board is so increased or decreased, Harbinger shall vote its Voting Equity Securities so that the number of Pinnacle Directors on the Board shall be in proportion to Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number; provided, however, that in no event shall Harbinger vote its Voting Equity Securities in a manner that would cause the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directors. In the event that the number of Pinnacle Directors on the Board at any time is less than its proportionate share based on Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number, then Pinnacle shall have the right to require (exercisable by written notice to Harbinger) that Harbinger, as the Majority Party, take, and Harbinger shall take, all necessary action, including without limitation effectuating an increase in the size of the Board or removal of some of the Harbinger Directors and causing the appointment of additional Pinnacle Directors and voting its Voting Equity Securities thereafter, such that the number of Pinnacle Directors reflects Pinnacle’s proportionate share of such voting power; provided, however, that in no event shall Harbinger vote its Voting Equity Securities in a manner that would cause the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directors. (B) At any time during which Harbinger is the Minority Party: (1) Harbinger and Pinnacle shall vote their respective Voting Equity Securities so that (x) the Board shall be composed of at least seven (7) but no more than twelve (12) directors, and (y) the number of directors nominated by each of Pinnacle and Harbinger shall be proportionate to their then-respective ownership percentages of the Equity Voting Power, rounded up or down to the nearest whole number. (2) Pinnacle, as the Majority Party, shall have the sole right to recommend in writing any increase or decrease in the size of the Board between seven (7) and twelve (12) directors, and Harbinger, as the Minority Party, shall vote its Voting Equity Securities so that the Board shall be comprised of such number of directors as recommended by Pinnacle. In the event that the size of the Board is so increased or decreased, Pinnacle shall vote its Voting Equity Securities so that the number of Harbinger Directors on the Board shall be in proportion to Harbinger’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number; provided, however, that in no event shall Pinnacle vote its Voting Equity Securities in a manner that would cause the number of Harbinger Directors serving on the Board at any time to be less than two (2) directors. In the event that the number of Harbinger Directors on the Board at any time is less than its proportionate share based on Harbinger’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number, then Harbinger shall have the right to require (exercisable by written notice to Pinnacle) that Pinnacle, as the Majority Party, take, and Pinnacle shall take, all necessary action, including without limitation effectuating an increase in the size of the Board or removal of some of the Pinnacle Directors and causing the appointment of additional Harbinger Directors and voting its Voting Equity Securities thereafter, such that the number of Harbinger Directors reflects Harbinger’s proportionate share of such voting power; provided, however, that in no event shall Pinnacle vote its Voting Equity Securities in a manner that would cause the number of Harbinger Directors serving on the Board at any time to be less than two (2) directors.

Size and Composition. The Board shall initially consist of six individuals as follows: (Ai) At one director shall be designated in writing by BCC (the “BCC Director”); (ii) four directors shall be designated in writing by FPH (the “FPH Directors”): and (iii) the remaining director shall be the Chief Executive Officer of Boise Holdings (the “CEO Director”); provided that, notwithstanding the foregoing, FPH may, by written notice to Boise Holdings, at any time during which Harbinger and from time to time, increase or decrease the number of FPH Directors; provided further that in the event that (i) FPH elects to increase the number of FPH Directors above four, BCC shall be entitled to increase the number of BCC Directors such that the number of BCC Directors as a percentage of all directors of Boise Holdings then in office is as close as possible to (but not in excess of) the Majority Party: percentage of Series B Common of Boise Holdings then held by BCC or (ii) FPH subsequently elects to decrease the number of FPH Directors, then the number of BCC Directors shall be decreased such that the number of BCC Directors as a percentage of all directors of Boise Holdings then in office is as close as possible to (but not in excess of) the percentage of Series B Common of Boise Holdings then held by BCC. Notwithstanding anything in clause (ii) of the immediately foregoing sentence to the contrary, the number of BCC Directors shall not be decreased below one (1) Subject unless or until BCC’s rights to Section 2.1(a)(i)(A)(2)designate a BCC Director have terminated in accordance with this Agreement. BCC and FPH, Harbinger and Pinnacle shall vote their respective Voting Securities so that as the Board shall be composed holders of at least seven (7) but no more than twelve (12) directors, of which Pinnacle shall nominate a number of individuals from the number of directors to be elected that represents Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number, but not less than two (2) directors (any director nominated by Pinnacle, a “Pinnacle Director”), with the remaining directors being nominated by Harbinger (any director nominated by Harbinger, a “Harbinger Director”), and Harbinger and Pinnacle shall vote their respective Voting Securities to elect such Pinnacle Directors and Harbinger Directors (including without limitation, the appointment of additional Harbinger Directors or Pinnacle Directors, if any and as applicable, immediately following the end majority of the Voting PeriodUnits and thus entitled to elect the CEO Director, shall: (x) at each election of directors (or filling of a vacancy with respect to the CEO Director), elect the individual then serving as the Chief Executive Officer of Boise Holdings as the CEO Director; and (y) remove the CEO Director if the CEO Director ceases to serve as the Chief Executive Officer of Boise Holdings. Anything to the contrary contained herein notwithstanding, the rights of each of BCC and FPH to designate directors as provided herein shall not be assignable (by operation of law, the transfer of Units or otherwise) without the prior written consent of the other; provided, however, that (x) in no event shall Harbinger vote its Voting Securities in a manner that would cause each of BCC and FPH shall, without the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directors, (y) Harbinger shall take all necessary action as promptly as practicable, including without limitation effecting an increase in the size prior written consent of the Board other, be entitled to assign its rights to designate directors as provided herein to one of its Affiliates that is (or removal becomes) a Securityholder. If directed by FPH, one or more representatives of some financing sources to FPH and/or any of the Harbinger Directors and causing the appointment of Pinnacle Directors, such that the number of Pinnacle Directors reflects the foregoing provision, and (z) any such appointment in furtherance of this Section 2.1(a)(i)(A)(1) shall only be permitted in accordance with the terms of the Constating Documents. (2) Harbinger, as the Majority Party, shall have the sole right to recommend in writing any increase or decrease in the size of the Board between seven (7) and twelve (12) directors, and Pinnacle shall vote its Voting Securities so that the Board Subsidiaries shall be comprised entitled to attend meetings of such number of directors as recommended by Harbinger. In the event that the size of the Board is so increased or decreased, Harbinger shall vote its Voting Securities so that the number of Pinnacle Directors on the Board shall be in proportion to Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down (and receive information provided to the nearest whole numberdirectors of) the Board; provided, however, that in no event such representative shall Harbinger vote its Voting Securities in not be or have any rights of a manner that would cause the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directors. In the event that the number of Pinnacle Directors on the Board at any time is less than its proportionate share based on Pinnacle’s then ownership percentage director of the Equity Voting Power, rounded up or down to the nearest whole number, then Pinnacle shall have the right to require (exercisable by written notice to Harbinger) that Harbinger, as the Majority Party, take, and Harbinger shall take, all necessary action, including without limitation effectuating an increase in the size of the Board or removal of some of the Harbinger Directors and causing the appointment of additional Pinnacle Directors and voting its Voting Securities thereafter, such that the number of Pinnacle Directors reflects Pinnacle’s proportionate share of such voting power; provided, however, that in no event shall Harbinger vote its Voting Securities in a manner that would cause the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directorsBoard. (B) At any time during which Harbinger is the Minority Party: (1) Harbinger and Pinnacle shall vote their respective Voting Securities so that (x) the Board shall be composed of at least seven (7) but no more than twelve (12) directors, and (y) the number of directors nominated by each of Pinnacle and Harbinger shall be proportionate to their then-respective ownership percentages of the Equity Voting Power, rounded up or down to the nearest whole number. (2) Pinnacle, as the Majority Party, shall have the sole right to recommend in writing any increase or decrease in the size of the Board between seven (7) and twelve (12) directors, and Harbinger, as the Minority Party, shall vote its Voting Securities so that the Board shall be comprised of such number of directors as recommended by Pinnacle. In the event that the size of the Board is so increased or decreased, Pinnacle shall vote its Voting Securities so that the number of Harbinger Directors on the Board shall be in proportion to Harbinger’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number; provided, however, that in no event shall Pinnacle vote its Voting Securities in a manner that would cause the number of Harbinger Directors serving on the Board at any time to be less than two (2) directors. In the event that the number of Harbinger Directors on the Board at any time is less than its proportionate share based on Harbinger’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number, then Harbinger shall have the right to require (exercisable by written notice to Pinnacle) that Pinnacle, as the Majority Party, take, and Pinnacle shall take, all necessary action, including without limitation effectuating an increase in the size of the Board or removal of some of the Pinnacle Directors and causing the appointment of additional Harbinger Directors and voting its Voting Securities thereafter, such that the number of Harbinger Directors reflects Harbinger’s proportionate share of such voting power; provided, however, that in no event shall Pinnacle vote its Voting Securities in a manner that would cause the number of Harbinger Directors serving on the Board at any time to be less than two (2) directors.

Size and Composition. The Board shall initially consist of six individuals as follows: (Ai) At one director shall be designated in writing by BCC (the “BCC Director”); (ii) four directors shall be designated in writing by FPH (the “FPH Directors”); and (iii) the remaining director shall be the Chief Executive Officer of Boise Holdings (the “CEO Director”); provided that, notwithstanding the foregoing, FPH may, by written notice to Boise Holdings, at any time during which Harbinger and from time to time, increase or decrease the number of FPH Directors; provided further that in the event that (i) FPH elects to increase the number of FPH Directors above four, BCC shall be entitled to increase the number of BCC Directors such that the number of BCC Directors as a percentage of all directors of Boise Holdings then in office is as close as possible to (but not in excess of) the Majority Party: percentage of Series B Common of Boise Holdings then held by BCC or (ii) FPH subsequently elects to decrease the number of FPH Directors, then the number of BCC Directors shall be decreased such that the number of BCC Directors as a percentage of all directors of Boise Holdings then in office is as close as possible to (but not in excess of) the percentage of Series B Common of Boise Holdings then held by BCC. Notwithstanding anything in clause (ii) of the immediately foregoing sentence to the contrary, the number of BCC Directors shall not be decreased below one (1) Subject unless or until BCC’s rights to Section 2.1(a)(i)(A)(2)designate a BCC Director have terminated in accordance with this Agreement. BCC and FPH, Harbinger and Pinnacle shall vote their respective Voting Securities so that as the Board shall be composed holders of at least seven (7) but no more than twelve (12) directors, of which Pinnacle shall nominate a number of individuals from the number of directors to be elected that represents Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number, but not less than two (2) directors (any director nominated by Pinnacle, a “Pinnacle Director”), with the remaining directors being nominated by Harbinger (any director nominated by Harbinger, a “Harbinger Director”), and Harbinger and Pinnacle shall vote their respective Voting Securities to elect such Pinnacle Directors and Harbinger Directors (including without limitation, the appointment of additional Harbinger Directors or Pinnacle Directors, if any and as applicable, immediately following the end majority of the Voting PeriodUnits and thus entitled to elect the CEO Director, shall: (x) at each election of directors (or filling of a vacancy with respect to the CEO Director), elect the individual then serving as the Chief Executive Officer of Boise Holdings as the CEO Director; and (y) remove the CEO Director if the CEO Director ceases to serve as the Chief Executive Officer of Boise Holdings. Anything to the contrary contained herein notwithstanding, the rights of each of BCC and FPH to designate directors as provided herein shall not be assignable (by operation of law, the transfer of Units or otherwise) without the prior written consent of the other; provided, however, that (x) in no event shall Harbinger vote its Voting Securities in a manner that would cause each of BCC and FPH shall, without the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directors, (y) Harbinger shall take all necessary action as promptly as practicable, including without limitation effecting an increase in the size prior written consent of the Board other, be entitled to assign its rights to designate directors as provided herein to one of its Affiliates that is (or removal becomes) a Securityholder. If directed by FPH, one or more representatives of some financing sources to FPH and/or any of the Harbinger Directors and causing the appointment of Pinnacle Directors, such that the number of Pinnacle Directors reflects the foregoing provision, and (z) any such appointment in furtherance of this Section 2.1(a)(i)(A)(1) shall only be permitted in accordance with the terms of the Constating Documents. (2) Harbinger, as the Majority Party, shall have the sole right to recommend in writing any increase or decrease in the size of the Board between seven (7) and twelve (12) directors, and Pinnacle shall vote its Voting Securities so that the Board Subsidiaries shall be comprised entitled to attend meetings of such number of directors as recommended by Harbinger. In the event that the size of the Board is so increased or decreased, Harbinger shall vote its Voting Securities so that the number of Pinnacle Directors on the Board shall be in proportion to Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down (and receive information provided to the nearest whole numberdirectors of) the Board; provided, however, that in no event such representative shall Harbinger vote its Voting Securities in not be or have any rights of a manner that would cause the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directors. In the event that the number of Pinnacle Directors on the Board at any time is less than its proportionate share based on Pinnacle’s then ownership percentage director of the Equity Voting Power, rounded up or down to the nearest whole number, then Pinnacle shall have the right to require (exercisable by written notice to Harbinger) that Harbinger, as the Majority Party, take, and Harbinger shall take, all necessary action, including without limitation effectuating an increase in the size of the Board or removal of some of the Harbinger Directors and causing the appointment of additional Pinnacle Directors and voting its Voting Securities thereafter, such that the number of Pinnacle Directors reflects Pinnacle’s proportionate share of such voting power; provided, however, that in no event shall Harbinger vote its Voting Securities in a manner that would cause the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directorsBoard. (B) At any time during which Harbinger is the Minority Party: (1) Harbinger and Pinnacle shall vote their respective Voting Securities so that (x) the Board shall be composed of at least seven (7) but no more than twelve (12) directors, and (y) the number of directors nominated by each of Pinnacle and Harbinger shall be proportionate to their then-respective ownership percentages of the Equity Voting Power, rounded up or down to the nearest whole number. (2) Pinnacle, as the Majority Party, shall have the sole right to recommend in writing any increase or decrease in the size of the Board between seven (7) and twelve (12) directors, and Harbinger, as the Minority Party, shall vote its Voting Securities so that the Board shall be comprised of such number of directors as recommended by Pinnacle. In the event that the size of the Board is so increased or decreased, Pinnacle shall vote its Voting Securities so that the number of Harbinger Directors on the Board shall be in proportion to Harbinger’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number; provided, however, that in no event shall Pinnacle vote its Voting Securities in a manner that would cause the number of Harbinger Directors serving on the Board at any time to be less than two (2) directors. In the event that the number of Harbinger Directors on the Board at any time is less than its proportionate share based on Harbinger’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number, then Harbinger shall have the right to require (exercisable by written notice to Pinnacle) that Pinnacle, as the Majority Party, take, and Pinnacle shall take, all necessary action, including without limitation effectuating an increase in the size of the Board or removal of some of the Pinnacle Directors and causing the appointment of additional Harbinger Directors and voting its Voting Securities thereafter, such that the number of Harbinger Directors reflects Harbinger’s proportionate share of such voting power; provided, however, that in no event shall Pinnacle vote its Voting Securities in a manner that would cause the number of Harbinger Directors serving on the Board at any time to be less than two (2) directors.

Size and Composition. The Board shall initially consist of six individuals as follows: (Ai) At one director shall be designated in writing by Boise Sub (the “Boise Sub Director”); (ii) four directors shall be designated in writing by FPH (the “FPH Directors”); and (iii) the remaining director shall be the Chief Executive Officer of Timber Holding Co. (the “CEO Director”); provided that, notwithstanding the foregoing, FPH may, by written notice to Timber Holding Co., at any time during which Harbinger and from time to time, increase or decrease the number of FPH Directors; provided further that in the event that (i) FPH elects to increase the number of FPH Directors above four, Boise Sub shall be entitled to increase the number of Boise Sub Directors such that the number of Boise Sub Directors as a percentage of all directors of Timber Holding Co. then in office is as close as possible to (but not in excess of) the Majority Party: percentage of Series B Common of Timber Holding Co. then held by Boise Sub or (ii) FPH subsequently elects to decrease the number of FPH Directors, then the number of Boise Sub Directors shall be decreased such that the number of Boise Sub Directors as a percentage of all directors of Timber Holding Co. then in office is as close as possible to (but not in excess of) the percentage of Series B Common of Timber Holding Co. then held by Boise Sub. Notwithstanding anything in clause (ii) of the immediately foregoing sentence to the contrary, the number of Boise Sub Directors shall not be decreased below one (1) Subject unless or until Boise Sub’s rights to Section 2.1(a)(i)(A)(2)designate a Boise Sub Director have terminated in accordance with this Agreement. Boise Sub and FPH, Harbinger and Pinnacle shall vote their respective Voting Securities so that as the Board shall be composed holders of at least seven (7) but no more than twelve (12) directors, of which Pinnacle shall nominate a number of individuals from the number of directors to be elected that represents Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number, but not less than two (2) directors (any director nominated by Pinnacle, a “Pinnacle Director”), with the remaining directors being nominated by Harbinger (any director nominated by Harbinger, a “Harbinger Director”), and Harbinger and Pinnacle shall vote their respective Voting Securities to elect such Pinnacle Directors and Harbinger Directors (including without limitation, the appointment of additional Harbinger Directors or Pinnacle Directors, if any and as applicable, immediately following the end majority of the Voting PeriodStock and thus entitled to elect the CEO Director, shall: (x) at each election of directors (or filling of a vacancy with respect to the CEO Director), elect the individual then serving as the Chief Executive Officer of Timber Holding Co. as the CEO Director; and (y) remove the CEO Director if the CEO Director ceases to serve as the Chief Executive Officer of Timber Holding Co. Anything to the contrary contained herein notwithstanding, the rights of each of Boise Sub and FPH to designate directors as provided herein shall not be assignable (by operation of law, the transfer of Shares or otherwise) without the prior written consent of the other; provided, however, that (x) in no event shall Harbinger vote its Voting Securities in a manner that would cause each of Boise Sub and FPH shall, without the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directors, (y) Harbinger shall take all necessary action as promptly as practicable, including without limitation effecting an increase in the size prior written consent of the Board other, be entitled to assign its rights to designate directors as provided herein to one of its Affiliates that is (or removal becomes) a Stockholder. If directed by FPH, one or more representatives of some financing sources to FPH and/or any of the Harbinger Directors and causing the appointment of Pinnacle Directors, such that the number of Pinnacle Directors reflects the foregoing provision, and (z) any such appointment in furtherance of this Section 2.1(a)(i)(A)(1) shall only be permitted in accordance with the terms of the Constating Documents. (2) Harbinger, as the Majority Party, shall have the sole right to recommend in writing any increase or decrease in the size of the Board between seven (7) and twelve (12) directors, and Pinnacle shall vote its Voting Securities so that the Board Subsidiaries shall be comprised entitled to attend meetings of such number of directors as recommended by Harbinger. In the event that the size of the Board is so increased or decreased, Harbinger shall vote its Voting Securities so that the number of Pinnacle Directors on the Board shall be in proportion to Pinnacle’s then ownership percentage of the Equity Voting Power, rounded up or down (and receive information provided to the nearest whole numberdirectors of) the Board; provided, however, that in no event such representative shall Harbinger vote its Voting Securities in not be or have any rights of a manner that would cause the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directors. In the event that the number of Pinnacle Directors on the Board at any time is less than its proportionate share based on Pinnacle’s then ownership percentage director of the Equity Voting Power, rounded up or down to the nearest whole number, then Pinnacle shall have the right to require (exercisable by written notice to Harbinger) that Harbinger, as the Majority Party, take, and Harbinger shall take, all necessary action, including without limitation effectuating an increase in the size of the Board or removal of some of the Harbinger Directors and causing the appointment of additional Pinnacle Directors and voting its Voting Securities thereafter, such that the number of Pinnacle Directors reflects Pinnacle’s proportionate share of such voting power; provided, however, that in no event shall Harbinger vote its Voting Securities in a manner that would cause the number of Pinnacle Directors serving on the Board at any time to be less than two (2) directorsBoard. (B) At any time during which Harbinger is the Minority Party: (1) Harbinger and Pinnacle shall vote their respective Voting Securities so that (x) the Board shall be composed of at least seven (7) but no more than twelve (12) directors, and (y) the number of directors nominated by each of Pinnacle and Harbinger shall be proportionate to their then-respective ownership percentages of the Equity Voting Power, rounded up or down to the nearest whole number. (2) Pinnacle, as the Majority Party, shall have the sole right to recommend in writing any increase or decrease in the size of the Board between seven (7) and twelve (12) directors, and Harbinger, as the Minority Party, shall vote its Voting Securities so that the Board shall be comprised of such number of directors as recommended by Pinnacle. In the event that the size of the Board is so increased or decreased, Pinnacle shall vote its Voting Securities so that the number of Harbinger Directors on the Board shall be in proportion to Harbinger’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number; provided, however, that in no event shall Pinnacle vote its Voting Securities in a manner that would cause the number of Harbinger Directors serving on the Board at any time to be less than two (2) directors. In the event that the number of Harbinger Directors on the Board at any time is less than its proportionate share based on Harbinger’s then ownership percentage of the Equity Voting Power, rounded up or down to the nearest whole number, then Harbinger shall have the right to require (exercisable by written notice to Pinnacle) that Pinnacle, as the Majority Party, take, and Pinnacle shall take, all necessary action, including without limitation effectuating an increase in the size of the Board or removal of some of the Pinnacle Directors and causing the appointment of additional Harbinger Directors and voting its Voting Securities thereafter, such that the number of Harbinger Directors reflects Harbinger’s proportionate share of such voting power; provided, however, that in no event shall Pinnacle vote its Voting Securities in a manner that would cause the number of Harbinger Directors serving on the Board at any time to be less than two (2) directors.