Common use of Staggered Board Clause in Contracts

Staggered Board. Following the time when the Substantial Ownership Requirement is no longer met, the Board (other than Preferred Stock Directors) shall be divided into three (3) classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Class I Directors shall initially serve until the first annual meeting of stockholders following the time when the Substantial Ownership Requirement is no longer met; Class II Directors shall initially serve until the second annual meeting of stockholders following the time when the Substantial Ownership Requirement is no longer met; and Class III Directors shall initially serve until the third annual meeting of stockholders following the time when the Substantial Ownership Requirement is no longer met. Commencing with the first annual meeting of stockholders following the time when the Substantial Ownership Requirement is no longer met, each Director of each class the term of which shall then expire shall be elected to hold office for a term ending on the date of the third annual meeting of stockholders next following the annual meeting at which such director was elected. In case of any increase or decrease, from time to time, in the number of Directors (other than Preferred Stock Directors), the number of Directors in each class shall be apportioned as nearly equal as possible. Immediately following the time when the Substantial Ownership Requirement is no longer met, the Board is authorized to designate the members of the Board then in office as Class I directors, Class II directors or Class III directors. In making such designation, the Board shall equalize, as nearly as possible, the number of directors in each class. In the event of any change in the number of directors, the Board shall apportion any newly created directorships among, or reduce the number of directorships in, such class or classes as shall equalize, as nearly as possible, the number of directors in each class. In no event will a decrease in the number of directors shorten the term of any incumbent director.

Staggered Board. Following Commencing on the effective date of the Corporation’s registration statement filed with the Securities and Exchange Commission in connection with the Corporation’s initial public offering of securities (“IPO”) pursuant to the Securities Act of 1933, as amended, in lieu of electing the whole number of directors annually, the directors, shall be divided, with respect to the time when the Substantial Ownership Requirement is no longer metfor which they severally hold office, the Board (other than Preferred Stock Directors) shall be divided into three (3) classes, as nearly equal in number as is reasonably possible, designated with the term of office of the first class (“Class I”) to expire at the first annual meeting of shareholders held following the IPO, the term of office of the second class (“Class II”) to expire at the second annual meeting of shareholders held following the IPO, and the term of office of the third class (“Class III”) to expire at the third annual meeting of shareholders held following the IPO, with each director to hold office until his or her successor shall have been duly elected and qualified unless earlier removed. At each annual meeting of shareholders, commencing with the first annual meeting of shareholders held following the IPO, (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified unless earlier removed, and (ii) if authorized by a resolution of the board of directors, directors may be elected to fill any vacancy on the board of directors, regardless of how such vacancy shall have been created. The initial Class III director shall be Xxxx X. Xxxxxxxx. The initial Class III director shall elect the other initial Class I, Class II and Class IIIIII directors as he deems necessary. Class I Directors shall initially serve until the first annual meeting of stockholders following the time when the Substantial Ownership Requirement is no longer met; Class II Directors shall initially serve until the second annual meeting of stockholders following the time when the Substantial Ownership Requirement is no longer met; and Class III Directors shall initially serve until the third annual meeting of stockholders following the time when the Substantial Ownership Requirement is no longer met. Commencing with the first annual meeting of stockholders following the time when the Substantial Ownership Requirement is no longer met, each Director of each class the term of which shall then expire shall Notwithstanding that a lesser percentage may be elected to hold office for a term ending on the date of the third annual meeting of stockholders next following the annual meeting at which such director was elected. In case of any increase or decrease, permitted from time to timetime by applicable law, no provision of this Section 3.2 may be altered, amended or repealed in any respect, nor may any provision inconsistent therewith be adopted, unless such alteration, amendment, repeal or adoption is approved by the number of Directors (other than Preferred Stock Directors), the number of Directors in each class shall be apportioned as nearly equal as possible. Immediately following the time when the Substantial Ownership Requirement is no longer met, the Board is authorized to designate the members affirmative vote of the Board then in office holders of at least 80 percent of the combined voting stock of the Corporation voting together as Class I directors, Class II directors or Class III directors. In making such designation, a single class at a meeting of shareholders called by the Board shall equalize, as nearly as possible, action of the number of directors in each class. In the event of any change in the number board of directors, the Board shall apportion any newly created directorships among, or reduce the number of directorships in, such class or classes as shall equalize, as nearly as possible, the number of directors in each class. In no event will a decrease in the number of directors shorten the term of any incumbent director.

Staggered Board. Following the time when the Substantial Ownership Requirement is no longer metThe Board of Directors shall consist of not less than seven nor more than 15 persons. Subject to any rights of holders of Preferred Stock to elect directors under specified circumstances, the exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board (other than Preferred Stock of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors) . The Board of Directors shall be divided into three (3) classes, designated as nearly equal in number as possible, designated Class I, Class II and Class III. Each class shall consist initially of four Class I Directors directors, four Class II directors and two Class III directors. Class I directors shall be elected initially serve until the first for a one-year term, Class II directors initially for a two-year term and Class III directors initially for a three-year term. At each succeeding annual meeting of stockholders following beginning in 1999, successors to the time when the Substantial Ownership Requirement is no longer met; Class II Directors shall initially serve until the second class of directors whose term expires at that annual meeting of stockholders following the time when the Substantial Ownership Requirement is no longer met; and Class III Directors shall initially serve until the third annual meeting of stockholders following the time when the Substantial Ownership Requirement is no longer met. Commencing with the first annual meeting of stockholders following the time when the Substantial Ownership Requirement is no longer met, each Director of each class the term of which shall then expire shall be elected to hold office for a term ending on three-year term. If the date number of the third annual meeting of stockholders next following the annual meeting at which such director was elected. In case of directors is changed, any increase or decrease, from time to time, in the number of Directors (other than Preferred Stock Directors), the number of Directors in each class decrease shall be apportioned among the classes so as nearly equal as possible. Immediately following the time when the Substantial Ownership Requirement is no longer met, the Board is authorized to designate the members of the Board then in office as Class I directors, Class II directors or Class III directors. In making such designation, the Board shall equalize, as nearly as possible, maintain the number of directors in each class. In the event of any change in the number of directors, the Board shall apportion any newly created directorships among, or reduce the number of directorships in, such class or classes as shall equalize, as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the number remaining term of directors that class, but in each class. In no event will case shall a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his or her term expires or until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any vacancy on the Board of Directors that results from an increase in the number of directors shall be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors shall be filled by a majority of the Board of Directors then in office, even if less than a quorum or a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article Fifth unless expressly provided by such terms.

Staggered Board. Following the time when the Substantial Majority Ownership Requirement is no longer met, the Board (other than Preferred Stock Directors) shall be divided into three (3) classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Class I Directors shall initially serve until the first annual meeting of stockholders following the time when the Substantial Majority Ownership Requirement is no longer met; Class II Directors shall initially serve until the second annual meeting of stockholders following the time when the Substantial Majority Ownership Requirement is no longer met; and Class III Directors shall initially serve until the third annual meeting of stockholders following the time when the Substantial Majority Ownership Requirement is no longer met. Commencing with the first annual meeting of stockholders following the time when the Substantial Majority Ownership Requirement is no longer met, each Director of each class the term of which shall then expire shall be elected to hold office for a term ending on the date of the third annual meeting of stockholders next following the annual meeting at which such director was elected. In case of any increase or decrease, from time to time, in the number of Directors (other than Preferred Stock Directors), the number of Directors in each class shall be apportioned as nearly equal as possible. Immediately following the time when the Substantial Majority Ownership Requirement is no longer met, the Board is authorized to designate the members of the Board then in office as Class I directors, Class II directors or Class III directors. In making such designation, the Board shall equalize, as nearly as possible, the number of directors in each class. In the event of any change in the number of directors, the Board shall apportion any newly created directorships among, or reduce the number of directorships in, such class or classes as shall equalize, as nearly as possible, the number of directors in each class. In no event will a decrease in the number of directors shorten the term of any incumbent director.