Common use of Board Seats Clause in Contracts

Board Seats. (i) Hawker shall recommend to its Board of Directors to take such actions as are necessary to effect the following: (A) At the written request of LHT, at a meeting (whether an annual or special meeting) of Hawker shareholder's, increase the number of its Board of Directors from seven to nine directors in accordance with the Charter Documents; (B) At the written request of LHT, at a meeting (whether an annual or special meeting) of Hawker shareholders, elect and thereafter continue in office as directors of Hawker individuals who may be nominated by LHT and LHT shall have the exclusive right to make two (2) nominations of directorships for the new board seats created pursuant to paragraph (A) above and one director so designated shall sit in Class I and one director so designated shall sit in Class II, which shall be initially established at the next annual meeting Hawker's shareholders to be held no later than June 30, 2001 (the "Annual Meeting"), and shall sit for a -------------- term expiring at second succeeding annual meeting of Hawker's shareholders held following such election to the respective class; (C) At the Annual Meeting, elect and establish a board which, pursuant to Article IV of the Articles of Incorporation of Hawker (as may be amended at the Annual Meeting), shall be classified into two classes. At the Annual Meeting, Class I shall be comprised of four directors and Class II shall be comprised of three directors. Upon the increase of the board to nine directors pursuant to paragraph (A) above, Class I shall be comprised of five directors and Class II shall be comprised of four directors. At the Annual Meeting, the directors of Class I shall be elected to hold office for a term expiring at the next succeeding annual meeting of the shareholders following the Annual Meeting and the directors of Class II shall be elected to hold office for a term expiring at the second succeeding annual meeting of the shareholders following the Annual Meeting. At each subsequent annual meeting of Hawker's shareholders, the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the second succeeding annual meeting of Hawker's shareholders; (D) At the Annual Meeting, (1) the three directors nominated by LHT and elected pursuant to Section 2.1.1 of the Shareholders Rights and Voting Agreement shall be elected and serve in Class II and (2) the remaining directors not nominated by LHT shall be elected and serve in Class I. Upon the increase of the board size to nine pursuant to paragraph (A) above, (1) one of the directors nominated by LHT pursuant to paragraph (B) above, shall be elected and serve in Class I; and the other director so nominated shall be elected and serve in Class II; and (2) the remaining directors not nominated by LHT shall be elected and serve in Class I; and (E) Within thirty (30) days after the Annual Meeting, the Board duly elected and constituted at the Annual Meeting shall ratify the actions taken by Hawker's Board of Directors since the 1999 annual meeting of Hawker's shareholders. (ii) Hawker shall use its best efforts to cause (A) all actions set forth in clause (i) to be taken on or before June 30, 200l and (B) such actions to be proposed to Hawker's shareholders for their approval, if required, on or before June 30, 2001, unless otherwise specified in clause (i). (iii) If, at the end of the initial term of the directors elected pursuant to paragraph (B) and (D) above, LHT beneficially owns (which ownership shall include shares issuable under the Warrant) at least 40% of the total issued and outstanding shares of Common Stock, such individuals or such other individuals as LHT designates shall be nominated for a two-year term and Hawker shall recommend such nomination to its Board of Directors; provided, however, that if Hawker fails to make such -------- ------- recommendation LHT, as a shareholder, may nominate its designees in accordance with the Organizational Documents. (iv) Hawker shall recommend to its Board of Directors to take such actions as are necessary for the removal of any director upon the request of the party or parties designating such director and for the election to its Board of Directors of a substitute designated by such party. (v) Hawker shall recommend that its Board of Directors take such actions as are necessary or appropriate to ensure that any vacancy on its Board of Directors (occurring for any reason) be filled by the election to its Board of Directors of a replacement designated by the party or parties who designated the director whose failure to continue to serve causes the applicable vacancy.

Board Seats. (i) Hawker 5.20.1. The Company shall recommend to its the Board of Directors to take such actions as are necessary to effect at the followingSpecial Meeting to: (A) At the written request of LHT, at a meeting (whether an annual or special meeting) of Hawker shareholder's, 5.20.1.1.1. increase the number of its the Board of Directors from seven (7) to nine (9) directors in accordance with the Charter Documents;. (B) At the written request of LHT, at a meeting (whether an annual or special meeting) of Hawker shareholders, 5.20.1.1.2. elect and thereafter continue in office as directors of Hawker the Company such individuals who may be nominated by LHT the Lender and LHT the Lender shall have the exclusive right to make two (2) nominations of directorships for the new board newly created Board seats created pursuant to paragraph (A) above and one each director so designated shall sit in Class I and one director so designated shall sit in Class II, II which shall be initially established at the next annual meeting Hawker's shareholders to be held no later than June 30, 2001 (the "Annual Meeting"), Special Meeting and shall sit for a -------------- term expiring at the second succeeding annual meeting of Hawker's the shareholders of the Company held following such election to the respective class;Special Meeting. (C) At the Annual Meeting, 5.20.1.1.3. elect and establish a board which, pursuant to Article IV of the Articles of Incorporation of Hawker (as may be amended at the Annual Meeting)Company, shall be classified into two classes. At Upon the Annual Meetingincrease of the board to 9 directors pursuant to Section 5.20. 1.1.1, Class I shall be comprised of four 5 directors and Class II shall be comprised of three directors. Upon the increase of the board to nine directors pursuant to paragraph (A) above, Class I shall be comprised of five directors and Class II shall be comprised of four 4 directors. At the Annual Special Meeting, the directors of Class I shall be elected to hold office for a term expiring at the next succeeding annual meeting of the shareholders following the Annual Special Meeting and the directors of Class II shall be elected to hold office for a term expiring at the second succeeding annual meeting of the shareholders following the Annual Special Meeting. At each subsequent annual meeting of Hawker's shareholdersthe shareholders of the Company, the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the second succeeding annual meeting of Hawker's shareholders;the shareholders of the Company. 5.20.1.1.4. (Da) At the Annual Meeting, (1) two of the three directors nominated by LHT Lender and elected pursuant to Section 2.1.1 of the Shareholders Rights and Voting Agreement shall be elected and serve in Class II and (2) the remaining directors not one director nominated by LHT shall be the Lender and elected and serve in Class I. Upon the increase of the board size to nine pursuant to paragraph (A) above, (1) one of the directors nominated by LHT pursuant to paragraph (B) above, Section 2.1.1 Shareholders Rights and Voting Agreement shall be elected and serve in Class I; and the other director so nominated shall be elected and serve in Class II; and , (2b) the remaining two directors not nominated by LHT shall be elected and serve in Class I; and (E) Within thirty (30) days after the Annual Meeting, the Board duly elected and constituted at the Annual Meeting shall ratify the actions taken by Hawker's Board of Directors since the 1999 annual meeting of Hawker's shareholders. (ii) Hawker shall use its best efforts to cause (A) all actions set forth in clause (i) to be taken on or before June 30, 200l and (B) such actions to be proposed to Hawker's shareholders for their approval, if required, on or before June 30, 2001, unless otherwise specified in clause (i). (iii) If, at the end of the initial term of the directors elected Lender pursuant to paragraph (B) and (D) above, LHT beneficially owns (which ownership shall include shares issuable under the Warrant) at least 40% of the total issued and outstanding shares of Common Stock, such individuals or such other individuals as LHT designates shall be nominated for a two-year term and Hawker shall recommend such nomination to its Board of Directors; provided, however, that if Hawker fails to make such -------- ------- recommendation LHT, as a shareholder, may nominate its designees in accordance with the Organizational DocumentsSection 5.20. (iv) Hawker shall recommend to its Board of Directors to take such actions as are necessary for the removal of any director upon the request of the party or parties designating such director and for the election to its Board of Directors of a substitute designated by such party. (v) Hawker shall recommend that its Board of Directors take such actions as are necessary or appropriate to ensure that any vacancy on its Board of Directors (occurring for any reason) be filled by the election to its Board of Directors of a replacement designated by the party or parties who designated the director whose failure to continue to serve causes the applicable vacancy.

Board Seats. (i) Hawker shall recommend to its Board of Directors to take such actions as are necessary to effect the following: (A) At the written request of LHT, at a meeting (whether an annual or special meeting) of Hawker shareholder's, increase the number of its Board of Directors from seven to nine directors in accordance with the Charter Documents; (B) At the written request of LHT, at a meeting (whether an annual or special meeting) of Hawker shareholders, elect and thereafter continue in office as directors of Hawker individuals who may be nominated by LHT and LHT shall have the exclusive right to make two (2) nominations of directorships for the new board seats created pursuant to paragraph (A) above and one director so designated shall sit in Class I and one director so designated shall sit in Class II, which shall be initially established at the next annual meeting Hawker's Hawk▇▇'▇ shareholders to be held no later than June 30, 2001 (the "Annual Meeting"), and shall sit for a -------------- term expiring at second succeeding annual meeting of Hawker's shareholders Hawk▇▇'▇ ▇hareholders held following such election to the respective class; (C) At the Annual Meeting, elect and establish a board which, pursuant to Article IV of the Articles of Incorporation of Hawker (as may be amended at the Annual Meeting), shall be classified into two classes. At the Annual Meeting, Class I shall be comprised of four directors and Class II shall be comprised of three directors. Upon the increase of the board to nine directors pursuant to paragraph (A) above, Class I shall be comprised of five directors and Class II shall be comprised of four directors. At the Annual Meeting, the directors of Class I shall be elected to hold office for a term expiring at the next succeeding annual meeting of the shareholders following the Annual Meeting and the directors of Class II shall be elected to hold office for a term expiring at the second succeeding annual meeting of the shareholders following the Annual Meeting. At each subsequent annual meeting of Hawker's shareholdersHawk▇▇'▇ ▇hareholders, the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the second succeeding annual meeting of Hawker's shareholdersHawk▇▇'▇ ▇hareholders; (D) At the Annual Meeting, (1) the three directors nominated by LHT and elected pursuant to Section 2.1.1 of the Shareholders Rights and Voting Agreement shall be elected and serve in Class II and (2) the remaining directors not nominated by LHT shall be elected and serve in Class I. Upon the increase of the board size to nine pursuant to paragraph (A) above, (1) one of the directors nominated by LHT pursuant to paragraph (B) above, shall be elected and serve in Class I; and the other director so nominated shall be elected and serve in Class II; and (2) the remaining directors not nominated by LHT shall be elected and serve in Class I; and (E) Within thirty (30) days after the Annual Meeting, the Board duly elected and constituted at the Annual Meeting shall ratify the actions taken by Hawker's Board Hawk▇▇'▇ ▇oard of Directors since the 1999 annual meeting of Hawker's shareholdersHawk▇▇'▇ ▇hareholders. (ii) Hawker shall use its best efforts to cause (A) all actions set forth in clause (i) to be taken on or before June 30, 200l 2001 and (B) such actions to be proposed to Hawker's shareholders Hawk▇▇'▇ ▇hareholders for their approval, if required, on or before June 30, 2001, unless otherwise specified in clause (i). (iii) If, at the end of the initial term of the directors elected pursuant to paragraph (B) and (D) above, LHT beneficially owns (which ownership shall include shares issuable under the Warrant) at least 40% of the total issued and outstanding shares of Common Stock, such individuals or such other individuals as LHT designates shall be nominated for a two-year term and Hawker shall recommend such nomination to its Board of Directors; provided, however, that if Hawker fails Hawk▇▇ ▇▇▇ls to make such -------- ------- recommendation LHT, as a shareholder, may nominate its designees in accordance with the Organizational Documents. (iv) Hawker shall Hawk▇▇ ▇▇▇ll recommend to its Board of Directors to take such actions as are necessary for the removal of any director upon the request of the party or parties designating such director and for the election to its Board of Directors of a substitute designated by such party. (v) Hawker shall recommend that its Board of Directors take such actions as are necessary or appropriate to ensure that any vacancy on its Board of Directors (occurring for any reason) be filled by the election to its Board of Directors of a replacement designated by the party or parties who designated the director whose failure to continue to serve causes the applicable vacancy.