Common use of Class B Directors Clause in Contracts

Class B Directors. The holder of the Class B Common Stock shall have the right, voting separately as a class, at each meeting of the holder of the Class B Common Stock held for the purpose of electing Class B Directors (as hereinafter defined) to nominate and elect a number of directors of the Corporation as set forth below (the directors elected by the holder of the Class B Common Stock are hereinafter referred to as the “Class B Directors”). No stockholders of the Corporation other than the holder of the Class B Common Stock shall be entitled to vote with respect to the election or the removal without cause of the Class B Directors. a. At any time other than during a Suspension or following the occurrence of a Permanent Suspension, the holder of the Class B Common Stock shall have the right, voting separately as a separate class, at each meeting of the holder of the Class B Common Stock held for the purpose of electing Class B Directors to nominate and elect a number of Class B Directors as the holder shall designate from time to time, provided that the number of Class B Directors shall not exceed the sum of (x) one plus (y) the total number of directors then in office, other than Class B Directors (the “Class A Directors”). b. During a Suspension or following the occurrence of a Permanent Suspension, the holder of the Class B Common Stock shall have the right, voting separately as a class, at each meeting of the holder of the Class B Common Stock held for the purpose of electing Class B Directors to nominate and elect that number of Class B Directors, rounded to the nearest whole number, as would represent the same percentage of the total number of authorized directors then constituting the entire Board of Directors (after giving effect to the election of such Class B Directors) as the percentage of the Total Voting Power represented by the Voting Securities Beneficially Owned by TD and its Affiliates as of the record date for such election; provided that in no event shall the number of Class B Directors nominated and elected by the holder of the Class B Common Stock pursuant to this provision constitute (x) 50% or more of the total number of directors then in office or (y) less than one director. c. At any meeting held for the purpose of electing directors, the presence in person or by proxy of the holder of the outstanding share of Class B Common Stock shall be required and be sufficient to constitute a quorum of such class for the election of Class B Directors by such class. At any such meeting or adjournment thereof, the absence of a quorum of the holder of Class B Common Stock shall not prevent the election of directors other than Class B Directors and the absence of a quorum or quorums of Certificate of Incorporation the holders of capital stock of the Corporation entitled to elect such other directors shall not prevent the election of Class B Directors. d. In case of any newly created directorships that result from an increase in the total number of authorized Class B Directors and any vacancy occurring among the Class B Directors, such vacancy shall only be filled by a majority of the remaining Class B Directors or the sole remaining Class B Director (as the case may be) or by the holder of the outstanding Class B Common Stock, voting separately as a class, and the successor so appointed shall hold office for the unexpired term of the Class B Director whose place shall be vacant. If at any time the offices of all Class B Directors shall be vacant, then the holder of the outstanding Class B Common Stock, voting separately as a class, may elect successors to hold office for the unexpired terms of the Class B Directors whose places shall be vacant.

Class B Directors. The holder Not less than one (1) or more than three (3) of the Directors shall be designated Class B Directors of the Corporation who shall be elected by the holders of Series A Preferred of the Corporation as long as there are any shares of Series A Preferred outstanding, and by the holders of the Class B Common Stock shall have the right, voting separately as a class, at each meeting of the holder of the Class B Common Stock held for the purpose of electing Class B Directors (as hereinafter defined) to nominate and elect a number of directors of the Corporation as set forth below (the directors elected by the holder if there are no outstanding shares of the Class B Common Stock are hereinafter referred to as the “Class B Directors”)Series A Preferred. No stockholders of the Corporation other than the holder of the Class B Common Stock shall be entitled to vote with respect to the election or the removal without cause of the Class B Directors. a. At any time other than during a Suspension or following the occurrence of a Permanent SuspensionWithin that range, the holder of the Class B Common Stock shall have the right, voting separately as a separate class, at each meeting of the holder of the Class B Common Stock held for the purpose of electing Class B Directors to nominate and elect a number of Class B Directors as the holder shall designate from time to time, provided that the exact number of Class B Directors shall not exceed be determined from time to time by a majority of the sum of (x) one plus (y) the total number of directors Class B Directors then in office, other though less than Class B Directors (an quorum, or by the “Class A Directors”). b. During a Suspension or following the occurrence holders of a Permanent Suspension, the holder majority of the outstanding shares of Series A Preferred or Class B Common Stock shall have the right, voting separately as a class, at each meeting of the holder of the Stock; provided that no Class B Common Stock held for Director's term shall be shortened by a reduction in the purpose of electing Class B Directors to nominate and elect that number of Class B Directors, rounded to . Class B directorships will initially be filled by nominees elected by the nearest whole number, as would represent the same percentage holders of the total number of authorized directors then constituting Series A Preferred, and the entire Board of Directors (after giving effect to the election of such Class B Directors) as the percentage of the Total Voting Power represented by the Voting Securities Beneficially Owned by TD and its Affiliates as of the record date for such election; provided that in no event shall the number of initial Class B Directors nominated and will serve until the next annual meeting following their election. Thereafter, subject to the provisions of the Certificate, Class B directors shall be elected every year at the annual meeting of shareholders by the holder holders of the Class B Common Series A Preferred Stock pursuant to this provision constitute (x) 50% or more of the total number of directors then in office or (y) less than one director. c. At any meeting held for the purpose of electing directors, the presence in person or by proxy of the holder of the outstanding share holders of Class B Common Stock as provided above. Nominees for Class B directorships shall be required and be sufficient to constitute a quorum made by the holders of such class for the election of Series A Preferred Stock or Class B Directors by such classCommon Stock, as applicable, and shall be designated and elected as Class B Directors. At any such meeting or adjournment thereoftime, after the absence Original Issue Date (as defined in the Certificate), as less than the Threshold Amount of a quorum of Series A Preferred and less than the holder Threshold Amount of Class B Common Stock shall not prevent are outstanding, the election of directors other than right to elect Class B Directors shall cease and the absence of a quorum or quorums of Certificate of Incorporation the holders of capital stock of the Corporation entitled to elect such other directors Board shall not prevent the election consist solely of Class B A Directors. d. In case of any newly created directorships that result from an increase . With respect to the Series A Preferred, "Threshold Amount" has the meaning specified in the total number of authorized Class B Directors and any vacancy occurring among Certificate. With respect to the Class B Directors, such vacancy shall only be filled by a majority of the remaining Class B Directors or the sole remaining Class B Director (as the case may be) or by the holder of the outstanding Class B Common Stock, voting separately as a class, and the successor so appointed shall hold office for the unexpired term "Threshold Amount" means ten percent (10%) of the Class B Director whose place shall be vacant. If at any time the offices number of all Class B Directors shall be vacant, then the holder shares of the outstanding Class B Common Stock, voting separately as a class, may elect successors to hold office for Stock outstanding immediately after the unexpired terms automatic conversion of the Class B Directors whose places shall be vacantSeries A Preferred pursuant to Section 4(b) of the Certificate.