Common use of Subsequent Nominations Clause in Contracts

Subsequent Nominations. Until July 17, 1999, the Stockholders shall, at any time that Directors of the Corporation are to be elected, take such action as may be necessary to nominate or to cause the Board of Directors to nominate and recommend to the Stockholders, as the proposed members of the Board of Directors: (i) if Limited at all times prior to May 21, 1998 owns at least 100,000 shares of Common Stock - one Person designated by Limited, two Persons designated by the Incumbent Chairman of the Board and five Public Directors approved by the Nominating Committee and the Board of Directors, provided, however, that after July 31, 1998 the number of Public Directors approved by the Nominating Committee and the Board of Directors shall be six; provided, however, that in the event the total number of shares of Common Stock held by the Management Investors as a group shall increase to 3,010,000 or more at any time, then, so long as (i) the Incumbent Chairman of the Board and his Permitted Transferees at all times after July 31, 1998 own at least 500,000 shares of Common Stock, and (ii) the Management Investors at all times after July 31, 1998 own at least 2,010,000 shares of Common Stock, the Incumbent Chairman of the Board shall designate three Persons, instead of two Persons, to be nominated as proposed members of the Board of Directors, and the Stockholders shall take such action, and shall cause the Directors to take such action, as may be necessary to increase the total membership of the Board from nine to 10 and provided, further, that in the event the total number of shares of Common Stock owned by the Incumbent Chairman and his Permitted Transferees and by the Management Investors, respectively, shall at any time after July 31, 1998 be less than those required by clauses (i) and (ii) of the preceding proviso, the Incumbent Chairman of the Board shall thereafter designate two Persons, instead of three Persons, to be nominated as proposed members of the Board of Directors and the Stockholders shall take such action, and shall cause the Directors to take such action, as may be necessary to decrease the total membership of the board from 10 to nine. In the event Benaroya shall cease to serve as Chairman of the Board, regardless of the circumstances of such cessation, he, or his executor in the event of his death or the committee of his property in the event of his legal incompetence, shall retain the right to designate one Person to be nominated as a proposed member of the Board of Directors and the one other Person who would otherwise have been designated by the Incumbent Chairman of the Board shall be designated instead by the Nominating Committee, provided that, if the Board of Directors then has 10 members, the Stockholders shall take such action, and shall cause the Directors to take such action, as may be necessary to decrease the total membership of the Board from 10 to nine, and provided further that, notwithstanding any of the foregoing, after having ceased to serve as Chairman of the Board, Benaroya, or his executor or committee, shall have no right to designate if Benaroya and his Permitted Transferees own less than 100,000 shares of Common Stock at any time, and in such case the Person or Persons who would otherwise have been nominated by the Incumbent Chairman of the Board shall then be designated instead by the Nominating Committee.

Subsequent Nominations. Until July 17, 1999Subject to Section 5(g) hereof, the Stockholders shall, at any time that Directors of the Corporation directors are to be elected, take such action as may be necessary to nominate or to cause the Board of Directors to nominate and recommend to the Stockholdersrecommend, as the proposed members of the Board of Directors: , (i) five persons designated by Georgetown (each a "Georgetown Director"); PROVIDED, HOWEVER, that (A) if Limited at all times Xx. Xxxxxxx shall, for any reason, cease serving as a director, Georgetown shall consult with the PITA Investor, the New Investors and ECC prior to May 21designating his successor (and thereafter, 1998 owns at least 100,000 shares prior to designating any further successors to the directorship initially held by Xx. Xxxxxxx) and (B) if there is a Change of Common Stock - one Person Control (as defined in the Indenture) or Xxxxxxx X. Xxxxxxxxx shall cease to control Georgetown (a "Change of Control Event"), the number of persons to be designated by LimitedGeorgetown pursuant to this clause (i) shall be reduced from five to three (or, two Persons if a Phase II Event has occurred, from four to three); (ii) one person designated by ECC (the "ECC Director"); (iii) one person designated by the Incumbent Chairman of PITA Investor (the Board and five Public Directors approved "PITA Director"); (iv) one person designated by the Nominating Committee Investor Group; and (v) one person designated by the Board Apollo Investor; PROVIDED, HOWEVER, if a Change of DirectorsControl Event shall occur, provided, however, that after July 31, 1998 the number of Public Directors approved persons to be designated by the Nominating Committee Apollo Investor pursuant to this clause (v) shall be increased from one to three (each director designated by the Apollo Investor, an "Apollo Director"). Each of the Stockholders agrees that (x) Amoco, UNC and MESBIC shall each have the right to appoint a single representative to attend, at the Company's expense, but not to vote as a director at, meetings of the Board of Directors (referred to herein as the Investor Group's "Representative Rights") and (y) CVP shall be six; providedhave the right to appoint a single representative to attend, howeverat the Company's expense, that in the event the total number of shares of Common Stock held by the Management Investors but not to vote as a group shall increase to 3,010,000 or more at any timedirector at, then, so long as (i) the Incumbent Chairman meetings of the Board and his Permitted Transferees at of Directors (referred to herein as CVP's "Representative Rights"). The Company shall provide prior notice of all times after July 31, 1998 own at least 500,000 shares of Common Stock, and (ii) the Management Investors at all times after July 31, 1998 own at least 2,010,000 shares of Common Stock, the Incumbent Chairman meetings of the Board of Directors to each such representative and shall designate three Persons, instead provide to such representative all information and documents provided to directors in advance of two Persons, to be nominated as proposed members any meeting of the Board of Directors, and the Stockholders shall take such action, and shall cause the Directors to take such action, as may be necessary to increase the total membership of the Board from nine to 10 and provided, further, that in the event the total number of shares of Common Stock owned by the Incumbent Chairman and his Permitted Transferees and by the Management Investors, respectively, shall at any time after July 31, 1998 be less than those required by clauses (i) and (ii) of the preceding proviso, the Incumbent Chairman of the Board shall thereafter designate two Persons, instead of three Persons, to be nominated as proposed members of the Board of Directors and the Stockholders shall take such action, and shall cause the Directors to take such action, as may be necessary to decrease the total membership of the board from 10 to nine. In the event Benaroya shall cease to serve as Chairman of the Board, regardless of the circumstances of such cessation, he, or his executor in the event of his death or the committee of his property in the event of his legal incompetence, shall retain the right to designate one Person to be nominated as a proposed member of the Board of Directors and the one other Person who would otherwise have been designated by the Incumbent Chairman of the Board shall be designated instead by the Nominating Committee, provided that, if the Board of Directors then has 10 members, the Stockholders shall take such action, and shall cause the Directors to take such action, as may be necessary to decrease the total membership of the Board from 10 to nine, and provided further that, notwithstanding any of the foregoing, after having ceased to serve as Chairman of the Board, Benaroya, or his executor or committee, shall have no right to designate if Benaroya and his Permitted Transferees own less than 100,000 shares of Common Stock at any time, and in such case the Person or Persons who would otherwise have been nominated by the Incumbent Chairman of the Board shall then be designated instead by the Nominating Committee.

Subsequent Nominations. Until July 17, 1999, the Stockholders shall, at any time that Directors of the Corporation are to be elected, take such action as may be necessary to nominate or to cause the Board of Directors to nominate and recommend to the Stockholders, as the proposed members of the Board of Directors: (i) if Limited at all times prior to May 21, 1998 owns at least 100,000 shares of Common Stock - one Person designated by Limited, two Persons designated by the Incumbent Chairman of the Board and five Public Directors approved by the Nominating Committee and the Board of Directors, provided, however, that after July 31, 1998 the number of Public Directors approved by the Nominating Committee and the Board of Directors shall be six; ; (ii) if at any time Limited owns less than 100,000 shares of Common Stock - two Persons designated by the Incumbent Chairman of the Board and six Public Directors approved by the Nominating Committee and the Board of Directors, provided, however, that after July 31, 1998 the number of Public Directors approved by the Nominating Committee of the Board of Directors shall be seven, provided, however, that in the event the total number of shares of Common Stock held by the Management Investors as a group shall increase to 3,010,000 or more at any time, then, then so long as (i) the Incumbent Chairman of the Board and his Permitted Transferees at all times after July 31, 1998 own at least 500,000 shares of Common Stock, and (ii) the Management Investors at all times after July 31, 1998 own at least 2,010,000 shares of Common Stock, the Incumbent Chairman of the Board shall designate three Persons, instead of two Persons, to be nominated as proposed members of the Board of Directors, and the Stockholders shall take such action, and shall cause the Directors to take such action, as may be necessary to increase the total membership of the Board from nine to 10 and provided, further, that in the event the total number of shares of Common Stock owned by the Incumbent Chairman and his Permitted Transferees and by the Management Investors, respectively, shall at any time after July 31, 1998 be less than those required by clauses (i) and (ii) of the preceding proviso, the Incumbent Chairman of the Board shall thereafter designate two Persons, instead of three Persons, to be nominated as proposed members of the Board of Directors and the Stockholders shall take such action, and shall cause the Directors to take such action, as may be necessary to decrease the total membership of the board from 10 to nine. In the event Benaroya shall cease to serve as Chairman of the Board, regardless of the circumstances of such cessation, he, or his executor in the event of his death or the committee of his property in the event of his legal incompetence, shall retain the right to designate one Person to be nominated as a proposed member of the Board of Directors and the one other Person who would otherwise have been designated by the Incumbent Chairman of the Board shall be designated instead by the Nominating Committee, provided that, if the Board of Directors then has 10 members, the Stockholders shall take such action, action and shall cause the Directors to take such action, as may be necessary to decrease the total membership of the Board from 10 to nine, and provided further that, notwithstanding any of the foregoing, after having ceased to serve as Chairman of the Board, Benaroya, or his executor or committee, shall have no right to designate if Benaroya and his Permitted Transferees own less than 100,000 shares of Common Stock at any time, and in such case the Person or Persons who would otherwise have been nominated by the Incumbent Chairman of the Board shall then be designated instead by the Nominating Committee.

Subsequent Nominations. Until July 17, 1999Subject to Section 5(g) hereof, the Stockholders shall, at any time that Directors of the Corporation directors are to be elected, take such action as may be necessary to nominate or to cause the Board of Directors to nominate and recommend to the Stockholdersrecommend, as the proposed members of the Board of Directors: , (i) if Limited at all times prior to May 21, 1998 owns at least 100,000 shares of Common Stock - one Person five persons designated by Limited, two Persons designated by the Incumbent Chairman of the Board and five Public Directors approved by the Nominating Committee and the Board of Directors, provided, however, that after July 31, 1998 the number of Public Directors approved by the Nominating Committee and the Board of Directors shall be sixGeorgetown (each a "Georgetown Director"); provided, however, that (A) if Xx. Xxxxxxx shall, for any reason, cease serving as a director, Georgetown shall consult with the PITA Investor, the New Investors and ECC prior to designating his successor (and thereafter, prior to designating any further successors to the directorship initially held by Xx. Xxxxxxx) and (B) if there is a Change of Control (as defined in the event Indenture) or Xxxxxxx X. Xxxxxxxxx shall cease to control Georgetown (a "Change of Control Event"), the total number of shares of Common Stock held persons to be designated by the Management Investors as a group shall increase Georgetown pursuant to 3,010,000 or more at any time, then, so long as this clause (i) shall be reduced from five to three (or, if a Phase II Event has occurred, from four to three); (ii) one person designated by ECC (the Incumbent Chairman "ECC Director"); (iii) one person designated by the PITA Investor (the "PITA Director"); (iv) one person designated by the Investor Group; and (v) one person designated by the Apollo Investor; provided, however, if a Change of Control Event shall occur, the number of persons to be designated by the Apollo Investor pursuant to this clause (v) shall be increased from one to three (each director designated by the Apollo Investor, an "Apollo Director"). Each of the Stockholders agrees that (x) Amoco, UNC and MESBIC shall each have the right to appoint a single representative to attend, at the Company's expense, but not to vote as a director at, meetings of the Board and his Permitted Transferees at all times after July 31, 1998 own at least 500,000 shares of Common Stock, Directors (referred to herein as the Investor Group's "Representative Rights") and (iiy) CVP shall have the Management Investors right to appoint a single representative to attend, at all times after July 31the Company's expense, 1998 own at least 2,010,000 shares of Common Stockbut not to vote as a director at, the Incumbent Chairman meetings of the Board of Directors (referred to herein as CVP's "Representative Rights"), The Company shall designate three Persons, instead provide prior notice of two Persons, all meetings of the Board of Directors to be nominated as proposed members each such representative and shall provide to such representative all information and documents provided to directors in advance of any meeting of the Board of Directors, and the Stockholders shall take such action, and shall cause the Directors to take such action, as may be necessary to increase the total membership of the Board from nine to 10 and provided, further, that in the event the total number of shares of Common Stock owned by the Incumbent Chairman and his Permitted Transferees and by the Management Investors, respectively, shall at any time after July 31, 1998 be less than those required by clauses (i) and (ii) of the preceding proviso, the Incumbent Chairman of the Board shall thereafter designate two Persons, instead of three Persons, to be nominated as proposed members of the Board of Directors and the Stockholders shall take such action, and shall cause the Directors to take such action, as may be necessary to decrease the total membership of the board from 10 to nine. In the event Benaroya shall cease to serve as Chairman of the Board, regardless of the circumstances of such cessation, he, or his executor in the event of his death or the committee of his property in the event of his legal incompetence, shall retain the right to designate one Person to be nominated as a proposed member of the Board of Directors and the one other Person who would otherwise have been designated by the Incumbent Chairman of the Board shall be designated instead by the Nominating Committee, provided that, if the Board of Directors then has 10 members, the Stockholders shall take such action, and shall cause the Directors to take such action, as may be necessary to decrease the total membership of the Board from 10 to nine, and provided further that, notwithstanding any of the foregoing, after having ceased to serve as Chairman of the Board, Benaroya, or his executor or committee, shall have no right to designate if Benaroya and his Permitted Transferees own less than 100,000 shares of Common Stock at any time, and in such case the Person or Persons who would otherwise have been nominated by the Incumbent Chairman of the Board shall then be designated instead by the Nominating Committee.