Designation of Classes of Directors Sample Clauses


Designation of Classes of Directors. The directors shall be elected at the annual meeting of stockholders or, if not so elected, at a special meeting of stockholders called for that purpose and each director shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified or until his earlier resignation, removal or death. Notwithstanding the foregoing and subject to the special right of the holders of any class or series of stock to elect directors, at the first meeting of the stockholders after the Corporation (i) has a class of its securities registered under the Securities Exchange Act of 1934, as amended, and (ii) has nominated for election or appointed to the board of directors three (3) or more directors, the directors shall be classified in accordance with resolutions adopted by the board of directors prior to such meeting, in respect solely to the time for which they shall severally hold office, by dividing them into three (3) classes, each such class to be as nearly as possible equal in number of directors to each other class. The first term of office of directors of the first class shall expire at the first annual meeting after their election as members of such first class, and thereafter such terms shall expire on each three (3) year anniversary of such date; the term of office of the directors of the second class shall expire on the one (1) year anniversary of the first annual meeting after their election as members of such second class, and thereafter such terms shall expire on each three (3) year anniversary of such one (1) year anniversary; and the term of office of the directors of the third class shall expire on the two (2) year anniversary of the first annual meeting after their election as members of such third class, and thereafter such terms shall expire on each three (3) year anniversary of such two (2) year anniversary. At each succeeding annual meeting, the stockholders shall elect directors for a full term or the remainder thereof, as the case may be, to succeed those whose terms have expired. Each director shall hold office for the term for which elected and until his successor shall be elected and shall qualify. If the number of directors is changed, any increase or decrease in directors shall be apportioned among the classes so as to maintain all classes as equal in number as possible, and any additional director elected to any class shall hold office for a term which shall coincide with the terms of the other ...