Common use of Voting Covenants Clause in Contracts

Voting Covenants. (a) The Company and the Shareholders agree to take all actions necessary to cause the Board of Directors of the Company to consist at all times of eleven directors (subject to the rights of any holders of Preferred Stock of the Company to elect directors in the event of a dividend arrearage). The nominees to the Board of Directors shall be determined in the following manner: the Shareholders (other than RHI) shall nominate seven (7) members and RHI shall nominate four (4) mem- bers; provided, that so long as Xxx X. Xxxxx shall be the Pres- ident of the Company, the Shareholders and the Company will take all actions necessary to elect Xx. Xxxxx as a member of the Board of Directors and during such time as Xx. Xxxxx is the President and a Director RHI shall only be entitled to nominate three (3) members. In the event that any Shareholder reason- ably objects to the nomination of any particular person or per- sons as a director, the Shareholder who nominated such person or persons shall withdraw such nomination and nominate another person or persons in replacement thereof. (b) Each Shareholder shall, in any election for the Company's Board of Directors, vote to cause the nominee or nom- inees of each party listed in this section to be elected to the Board of Directors of the Company. Each Shareholder shall cause the holder of any proxy given by such Shareholder to com- ply with this Article III. (c) Should any director elected to the Board be removed, become incapacitated, or die (the "Affected Director") the shareholder or party which nominated the Affected Director shall have the right to designate a replacement director to complete the term of the Affected Director on the Board of Directors of the Company. (d) The Company and the Shareholders agree to take all actions necessary to cause the Executive Committee of the Board of Directors to consist of Xxxxxxx X. Xxxxxxxx, who shall be Chairman and Chief Executive Officer of the Company, the President and Chief Operating Officer of the Company (who ini- tially shall be Xxx X. Xxxxx) and Xxxxxxx X. Xxxxxxx (or another person designated by RHI), who shall be Vice-Chairman of the Company.

Voting Covenants. (a) The Company and the Shareholders agree to take all actions necessary to cause the Board of Directors of the Company to consist at all times of eleven directors (subject to the rights of any holders of Preferred Stock of the Company to elect directors in the event of a dividend arrearage). The nominees to the Board of Directors shall be determined in the following manner: the Shareholders (other than RHI) shall nominate seven (7) members and RHI shall nominate four (4) mem- bersmembers; provided, that so long as Xxx X. Xxxxx Mel D. Borer shall be the Pres- ident President of the Company, the Shareholders and the Company xxx xxx Xxxpany will take all actions necessary to elect Xx. Xxxxx Mr. Borer as a member of the Board of Directors and during such time as timx xx Xx. Xxxxx Borer is the President and a Director RHI shall only be entitled to nominate entitlex xx xxxinate three (3) members. In the event that any Shareholder reason- ably reasonably objects to the nomination of any particular person or per- sons persons as a director, the Shareholder who nominated such person or persons shall withdraw such nomination and nominate another person or persons in replacement thereof. (b) Each Shareholder shall, in any election for the Company's Board of Directors, vote to cause the nominee or nom- inees nominees of each party listed in this section to be elected to the Board of Directors of the Company. Each Shareholder shall cause the holder of any proxy given by such Shareholder to com- ply comply with this Article III. (c) Should any director elected to the Board be removed, become incapacitated, or die (the "Affected Director") the shareholder or party which nominated the Affected Director shall have the right to designate a replacement director to complete the term of the Affected Director on the Board of Directors of the Company. (d) The Company and the Shareholders agree to take all actions necessary to cause the Executive Committee of the Board of Directors to consist of Xxxxxxx X. XxxxxxxxAnthony D. Autorino, who shall be Chairman and Chief Executive Officer of the CompanyOfficxx xx xxx Xxxxxxx, the President and Chief Operating Officer of the Company (who ini- tially initially shall be Xxx X. XxxxxMel D. Borer) and Xxxxxxx X. Xxxxxxx Jeffrey J. Steiner (or another person designated by RHIxx XXX), who shall be Vicexxo shalx xx Xxxx-Chairman Xxxxxxxx of the Company.