Common use of Composition of the Board of Directors Clause in Contracts

Composition of the Board of Directors. (a) The by-laws of the Company shall provide that so long as this Article I is in effect the Board shall consist of eleven directors divided into three classes, as nearly equal in number as possible, such directors to be nominated and elected in accordance with the by-laws and the provisions of this Agreement. Subject to Section 6.2(a) of the Investment Agreement, as of the Closing Date, the directors shall consist of five directors designated by CDR Investor, at least two of whom qualify as Independent Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting of the Company, the Company shall take all actions necessary to provide that the initial CDR Designees and the initial Non-CDR Directors included in Class I as of the date hereof are nominated for re-election to the Board at such annual meeting.

Composition of the Board of Directors. (ai) The by-laws of Following the Company shall provide that Closing, for so long as this Article I a Sponsor is in effect the Board shall consist of eleven directors divided into three classes, as nearly equal in number as possible, such directors entitled to be nominated and elected in accordance with the by-laws and the provisions of this Agreement. Subject to Section 6.2(a) of the Investment Agreement, as of the Closing Date, the directors shall consist of five directors designated by CDR Investor, at least two of whom qualify as Independent Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement appoint directors pursuant to clauses (c) or (d) below, and subject to Section 1.1(c3.2(g), the “CDR Designees”) Sponsors and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting of the Company, the Company shall take all actions necessary Necessary Action to provide cause the Board of Directors to be comprised of seven (7) directors, (A) four (4) of whom have initially been designated by Tema (Xxxxx Xxxxxxxxx, Xxxx Xxxxx, X. X. (Xxxx) Xxxxxxxx, and one more individual to be designated by Tema within two weeks following the execution of this Agreement) and shall thereafter be designated pursuant to Section 3.2(c) (each, a “Tema Director”), provided that the initial CDR Designees and the initial Non-CDR Directors included in Class I (i) Xxxxx Xxxxxxxxx shall initially serve as Lead Director of the date hereof are nominated Board of Directors and Tema shall have the right to designate his replacement as Lead Director (provided that any such replacement shall be independent under the rules of the national securities exchange on which the Company’s Class A Common Stock is then listed), (ii) one (1) of the Tema Directors shall be X. X. (Xxxx) Xxxxxxxx for re-election so long as he remains a director, and (iii) two (2) of whom shall be Unaffiliated Directors and (B) two (2) of whom have initially been designated by KLRE Sponsor (Xxxx X. Xxxxx and Xxxxxx Xxxxxxx) and shall thereafter be designated pursuant to Section 3.2(d) of this Agreement (each, a “KLRE Sponsor Director”), provided that Xxxx X. Xxxxx shall serve as Chairman of the Board at such annual meetingof Directors for so long as he remains a director.