Common use of Director Nominations Clause in Contracts

Director Nominations. (a) Effective upon the filing with the Secretary of State of the Charter Amendments, Messrs. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (or such other persons as determined in accordance with Section 3.3(c)) (collectively, the “▇▇▇▇▇▇▇▇▇ Directors”) shall be appointed to Classes I, II and III of the Board, respectively. (b) Prior to the Nomination Expiration Date, upon each subsequent election of the class of directors to which each of the ▇▇▇▇▇▇▇▇▇ Directors is appointed pursuant to Section 3.3(a), the Company shall take all action reasonably necessary for the Board to nominate and recommend for election as a director of the Company each of the ▇▇▇▇▇▇▇▇▇ Directors, subject to each ▇▇▇▇▇▇▇▇▇ Director satisfying and continuing to satisfy applicable Nasdaq requirements and other applicable law. (c) Prior to the Nomination Expiration Date, in the event that any of the ▇▇▇▇▇▇▇▇▇ Directors dies or becomes legally incapacitated, the Company shall take all action reasonably necessary to nominate for election as a director of the Company any descendant of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (including a person legally adopted before the age of five) who is suitable to serve as a director of the Company pursuant to applicable Nasdaq requirements and other applicable law and designated by the remaining ▇▇▇▇▇▇▇▇▇ Directors who then are competent; provided, however, that if the Company’s Board reasonably objects to such designee another descendant reasonably acceptable to the Board may be so designated by the remaining qualified ▇▇▇▇▇▇▇▇▇ Directors. For the avoidance of doubt, the Company may at any time or from time to time increase or decrease the size of the Board and/or change its composition, provided that such increase or decrease may not affect the tenure of any ▇▇▇▇▇▇▇▇▇ Director or any director nominated pursuant to this subsection (c) or any of the Company’s obligations under this Section 3.3. (d) Prior to the Nomination Expiration Date, the Company shall schedule and hold its annual shareholders meeting with respect to the election of directors in accordance with its past practices and shall not delay its annual shareholder meetings in a manner which deprives the ▇▇▇▇▇▇▇▇▇ Family Parties of the benefits of this Section 3.3. Nothing herein shall prevent the Company from changing its fiscal year end if deemed advisable by the Company’s Board. (e) It is understood and agreed that this Section 3.3 shall, without any further action of any Party, automatically terminate and be of no further force and effect immediately upon (i) the occurrence of an Abandonment or (ii) failure of the stockholders of the Company to approve the Charter Amendments at the Special Meeting.

Director Nominations. (a) Effective upon the filing with the Secretary of State of the Charter Amendments, Messrs. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (or such other persons as determined in accordance with Section 3.3(c)) (collectively, the “▇▇▇▇▇▇▇▇▇ Directors”) shall be appointed to Classes I, II and III of the Board, respectively. (b) Prior to the Nomination Expiration Date, upon each subsequent election of the class of directors to which each of the ▇▇▇▇▇▇▇▇▇ Directors is appointed pursuant to Section 3.3(a), the Company shall take all action reasonably necessary for the Board to nominate and recommend for election as a director of the Company each of the ▇▇▇▇▇▇▇▇▇ Directors, subject to each ▇▇▇▇▇▇▇▇▇ Director satisfying and continuing to satisfy applicable Nasdaq requirements and other applicable law. (c) Prior to the Nomination Expiration Date, in the event that any of the ▇▇▇▇▇▇▇▇▇ Directors dies or becomes legally incapacitated, the Company shall take all action reasonably necessary to nominate for election as a director of the Company any descendant of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (including a person legally adopted before the age of five) who is suitable to serve as a director of the Company pursuant to applicable Nasdaq requirements and other applicable law and designated by the remaining ▇▇▇▇▇▇▇▇▇ Directors who then are competent; provided, however, that if the Company’s Board reasonably objects to such designee another descendant reasonably acceptable to the Board may be so designated by the remaining qualified ▇▇▇▇▇▇▇▇▇ Directors. For the avoidance of doubt, the Company may at any time or from time to time increase or decrease the size of the Board and/or change its composition, provided that such increase or decrease may not affect the tenure of any ▇▇▇▇▇▇▇▇▇ Director or any director nominated pursuant to this subsection (c) or any of the Company’s obligations under this Section 3.3. (d) Prior to the Nomination Expiration Date, the Company shall schedule and hold its annual shareholders meeting with respect to the election of directors in accordance with its past practices and shall not delay its annual shareholder meetings in a manner which deprives the ▇▇▇▇▇▇▇▇▇ Family Parties Group of the benefits of this Section 3.3. Nothing herein shall prevent the Company from changing its fiscal year end if deemed advisable by the Company’s Board. (e) It is understood and agreed that this Section 3.3 shall, without any further action of any Partyparty, automatically terminate and be of no further force and effect immediately upon (i) the occurrence of an Abandonment or (ii) failure of the stockholders of the Company to approve the Charter Amendments at the Special MeetingAbandonment.

Director Nominations. From the date hereof until the first date -------------------- on which Family Securities does not beneficially own at least five percent (a5%) Effective upon the filing with the Secretary of State of the Charter Amendmentslesser of (x) the sum of (i) the number of then outstanding Paired Shares and (ii) the number of then outstanding Unpaired Shares, Messrs. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ or (y) the sum of (i) the number of Paired Shares outstanding immediately after the Merger and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (or such other persons as determined in accordance with Section 3.3(c)ii) the number of Unpaired Shares outstanding immediately after the Merger (the lesser of (x) and (y) being the "Sum") (collectivelyprovided, the “▇▇▇▇▇▇▇▇▇ Directors”) shall be appointed to Classes Ihowever, II and III of the Board, respectively. (b) Prior to the Nomination Expiration Date, upon each subsequent election of the class of directors to which each of the ▇▇▇▇▇▇▇▇▇ Directors is appointed pursuant to Section 3.3(a), the Company shall take all action reasonably necessary for the Board to nominate and recommend for election as a director of the Company each of the ▇▇▇▇▇▇▇▇▇ Directors, subject to each ▇▇▇▇▇▇▇▇▇ Director satisfying and continuing to satisfy applicable Nasdaq requirements and other applicable law. (c) Prior to the Nomination Expiration Date, that in the event that any the -------- ------- Standstill Agreement of even date herewith between Patriot and Family Securities is no longer in effect, then the Sum shall be (x), irrespective of the ▇▇▇▇▇▇▇▇▇ Directors dies or becomes legally incapacitatednumber of shares computed pursuant to (y)), each of Patriot and OPCO hereby agrees, if at the Company shall take all action reasonably necessary to nominate for election as a director of the Company any descendant of ▇time thereof ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or a designee of Family Securities is not a director of such corporation, (including i) to propose as a person legally adopted before nominee for election to the age Board of fiveDirectors of such corporation a designee of Family Securities (which need not be the same individual in each case) who (a "Designee"), (ii) to include the name of the applicable Designee as a nominee in its proxy card, (iii) to recommend the election of the applicable Designee to its stockholders (if any such recommendation is suitable made by its Board of Directors as to serve any other nominee), (iv) to solicit proxies on behalf of the Designee to the same extent proxies are solicited on behalf of any other nominee for election to the Board of Directors, and (v) to cause the attorneys-in-fact named in the proxy cards to vote the shares in respect of which proxies are given for the election of the Designee as a director of the Company pursuant to applicable Nasdaq requirements and other applicable law and designated by the remaining ▇▇▇▇▇▇▇▇▇ Directors who then are competent; provided, however, that if the Company’s Board reasonably objects to unless such designee another descendant reasonably acceptable to the Board may be so designated by the remaining qualified ▇▇▇▇▇▇▇▇▇ Directors. For the avoidance of doubt, the Company may at any time or from time to time increase or decrease the size of the Board and/or change its composition, provided that such increase or decrease may not affect the tenure of any ▇▇▇▇▇▇▇▇▇ Director or any director nominated pursuant to this subsection (c) or any of the Company’s obligations under this Section 3.3proxy cards give contrary instructions. (d) Prior to the Nomination Expiration Date, the Company shall schedule and hold its annual shareholders meeting with respect to the election of directors in accordance with its past practices and shall not delay its annual shareholder meetings in a manner which deprives the ▇▇▇▇▇▇▇▇▇ Family Parties of the benefits of this Section 3.3. Nothing herein shall prevent the Company from changing its fiscal year end if deemed advisable by the Company’s Board. (e) It is understood and agreed that this Section 3.3 shall, without any further action of any Party, automatically terminate and be of no further force and effect immediately upon (i) the occurrence of an Abandonment or (ii) failure of the stockholders of the Company to approve the Charter Amendments at the Special Meeting.

Director Nominations. From the date hereof until the first -------------------- date on which Family Securities does not beneficially own at lease five percent (a5%) Effective upon the filing with the Secretary of State of the Charter Amendmentslesser of (x) the sum of (i) the number of then outstanding Paired Shares and (ii) the number of then outstanding Unpaired Shares, Messrs. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇or (y) the sum of (i) the number of Paired Shares outstanding immediately after the Merger and (ii) the number of Unpaired Shares outstanding immediately after the Merger (the lesser of (x) and (y) being the "Sum")(provided, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (or such other persons as determined in accordance with Section 3.3(c)) (collectivelyhowever, the “▇▇▇▇▇▇▇▇▇ Directors”) shall be appointed to Classes I, II and III of the Board, respectively. (b) Prior to the Nomination Expiration Date, upon each subsequent election of the class of directors to which each of the ▇▇▇▇▇▇▇▇▇ Directors is appointed pursuant to Section 3.3(a), the Company shall take all action reasonably necessary for the Board to nominate and recommend for election as a director of the Company each of the ▇▇▇▇▇▇▇▇▇ Directors, subject to each ▇▇▇▇▇▇▇▇▇ Director satisfying and continuing to satisfy applicable Nasdaq requirements and other applicable law. (c) Prior to the Nomination Expiration Date, that in the event that any the -------- ------- Standstill Agreement of even date herewith between Patriot and Family Securities is no longer in effect, then the Sum shall be (x), irrespective of the ▇▇▇▇▇▇▇▇▇ Directors dies or becomes legally incapacitatednumber of shares computed pursuant to (y)), each of Patriot and OPCO hereby agrees, if at the Company shall take all action reasonably necessary to nominate for election as a director of the Company any descendant of ▇time thereof ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or a designee of [Family Securities] is not a director of such corporation, (including i) to propose as a person legally adopted before nominee for election to the age Board of fiveDirectors of such corporation a designee of [Family Securities](which need not be the same individual in each case) who (a "Designee"), (ii) to include the name of the applicable Designee as a nominee in its proxy card, (iii) to recommend the election of the applicable Designee to its stockholders (if any such recommendation is suitable made by its Board of Directors as to serve any other nominee), (iv) to solicit proxies on behalf of the Designee to the same extent proxies are solicited on behalf of any other nominee for election to the Board of Directors, and (v) to cause the attorneys-in-fact named in the proxy cards to vote the shares in respect of which proxies are given for the election of the Designee as a director of the Company pursuant to applicable Nasdaq requirements and other applicable law and designated by the remaining ▇▇▇▇▇▇▇▇▇ Directors who then are competent; provided, however, that if the Company’s Board reasonably objects to unless such designee another descendant reasonably acceptable to the Board may be so designated by the remaining qualified ▇▇▇▇▇▇▇▇▇ Directors. For the avoidance of doubt, the Company may at any time or from time to time increase or decrease the size of the Board and/or change its composition, provided that such increase or decrease may not affect the tenure of any ▇▇▇▇▇▇▇▇▇ Director or any director nominated pursuant to this subsection (c) or any of the Company’s obligations under this Section 3.3proxy cards give contrary instructions. (d) Prior to the Nomination Expiration Date, the Company shall schedule and hold its annual shareholders meeting with respect to the election of directors in accordance with its past practices and shall not delay its annual shareholder meetings in a manner which deprives the ▇▇▇▇▇▇▇▇▇ Family Parties of the benefits of this Section 3.3. Nothing herein shall prevent the Company from changing its fiscal year end if deemed advisable by the Company’s Board. (e) It is understood and agreed that this Section 3.3 shall, without any further action of any Party, automatically terminate and be of no further force and effect immediately upon (i) the occurrence of an Abandonment or (ii) failure of the stockholders of the Company to approve the Charter Amendments at the Special Meeting.

Director Nominations. (a) Effective upon Until the earlier of (i) the filing by the Company of its annual report on Form 10-K for the fiscal year ending on or about June 30, 2015 with the Secretary U.S. Securities Exchange Commission or (ii) September 30, 2015 (the “Expiration Date”), at each of State meeting of shareholders of the Charter Amendments, Messrs. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (or such other persons as determined in accordance with Section 3.3(c)) (collectivelyCompany at which members of the Board are to be elected, the “▇▇▇▇▇▇▇▇▇ Directors”) shall be appointed to Classes I, II Board or the Nominating and III Corporate Governance Committee of the Board, respectively. (b) Prior to the Nomination Expiration Dateas applicable, upon each subsequent election of the class of directors to which each of the ▇▇▇▇▇▇▇▇▇ Directors is appointed pursuant to Section 3.3(a), the Company shall take all action reasonably necessary for the Board to nominate and recommend for election as a director of the Company each of the ▇▇▇▇▇▇▇▇▇ Directors, subject to each ▇▇▇▇▇▇▇▇▇ Director satisfying and continuing to satisfy applicable Nasdaq requirements and other applicable law. (c) Prior to the Nomination Expiration Date, in the event that any of the ▇▇▇▇▇▇▇▇▇ Directors dies or becomes legally incapacitated, the Company shall take all action reasonably necessary to nominate for election as a director to the Board up to two (2) persons (the “Director Nominees”) who are designated by the Shareholder for election to the Board and who are reasonably acceptable to the then-current members of the Company any descendant of ▇Board (it being agreed that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (including a person legally adopted before the age of five) who is suitable to serve as a director of the Company pursuant to applicable Nasdaq requirements and other applicable law and designated by the remaining ▇▇▇▇▇▇▇▇▇ Directors who then are competent▇▇▇▇ shall be deemed acceptable); provided, however, that if the Shareholder shall provide the Company the names of such Director Nominees and any other information with respect to such Director Nominees reasonably requested by the Company no later than the date (the “Nomination Deadline”) set forth in the Company’s Board reasonably objects then most recently filed proxy statement for its annual meeting of shareholders before which shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be submitted in order to be considered for inclusion in the Company’s proxy materials for the applicable shareholder meeting; provided, further, that if persons previously appointed or designated by the Shareholder are serving as directors of the Company, such designee individuals shall automatically be Director Nominees unless the Shareholder elects to designate another descendant person to be a Director Nominee. The Company agrees to provide the Shareholder with written notice specifying the Nomination Deadline at least thirty (30) days prior to each applicable Nomination Deadline. If a person designated by the Shareholder is not reasonably acceptable to the Board may be so designated by the remaining qualified ▇▇▇▇▇▇▇▇▇ Directors. For the avoidance of doubtBoard, the Company may at any time or Shareholder shall have thirty (30) days from time to time increase or decrease the size of written notice from the Board and/or change specifying the reasons a designee is not acceptable to refute such reasons or to designate another person to serve as a Director Nominee. (b) Until the Expiration Date, neither the Shareholder nor any of its composition, provided that such increase or decrease may not affect Affiliates (as defined in Rule 12b-2 under the tenure of Exchange Act) shall nominate any ▇▇▇▇▇▇▇▇▇ person for election to the Board other than the Director or any director nominated Nominees pursuant to Section 3(a) of this subsection Agreement. (c) In the event an Appointed Director or any of the Company’s obligations under this Section 3.3. (d) Prior a Director Nominee who has been elected or appointed to the Nomination Expiration DateBoard, resigns, dies, is removed from or is otherwise unable to serve on the Board, the Company shall schedule and hold its annual shareholders meeting with respect cause the Board to promptly appoint a person designated by the Shareholder, who is reasonably acceptable to the election of directors in accordance with its past practices and shall not delay its annual shareholder meetings in a manner which deprives the ▇▇▇▇▇▇▇▇▇ Family Parties then-current members of the benefits of this Section 3.3. Nothing herein shall prevent Board, to fill the Company from changing its fiscal year end if deemed advisable by vacancy on the Company’s Board. (e) It is understood and agreed that this Section 3.3 shall, without any further action of any Party, automatically terminate and be of no further force and effect immediately upon (i) Board to hold office until the occurrence of an Abandonment or (ii) failure next annual meeting of the stockholders of the Company to approve the Charter Amendments at the Special Meetingshareholders and until a successor has been elected and qualified, or until their earlier death, resignation or removal.

Director Nominations. Nominations of persons for election to the Board of the Corporation may be made at any annual meeting of shareholders by or at the direction of the Board or by a Proposing Shareholder entitled to vote for the election of Directors at the meeting (a) Effective upon the filing with “Nominating Shareholder”). Such shareholder nominations shall be made pursuant to timely notice given in writing to the Secretary of State of the Charter Amendments, Messrs. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (or such other persons as determined Corporation in accordance with Section 3.3(c)) (collectively11 of this Article III. The Nominating Shareholder’s notice shall set forth, the “▇▇▇▇▇▇▇▇▇ Directors”) shall be appointed to Classes I, II and III of the Board, respectively. (b) Prior in addition to the Nomination Expiration Dateinformation required by Section 11, upon each subsequent election of the class of directors to which each of the ▇▇▇▇▇▇▇▇▇ Directors is appointed pursuant to Section 3.3(a), the Company shall take all action reasonably necessary for the Board to nominate and recommend for election as a director of the Company each of the ▇▇▇▇▇▇▇▇▇ Directors, subject to each ▇▇▇▇▇▇▇▇▇ Director satisfying and continuing to satisfy applicable Nasdaq requirements and other applicable law. (c) Prior to person whom the Nomination Expiration Date, in the event that any of the ▇▇▇▇▇▇▇▇▇ Directors dies or becomes legally incapacitated, the Company shall take all action reasonably necessary Nominating Shareholder proposes to nominate for election or re-election as a director Director, (i) the name, age, business address, and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the Company Corporation which are beneficially owned by such person, (iv) any descendant other information relating to such person that is required to be disclosed in solicitation of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person’s written consent to being named in the proxy statement as a person legally adopted before nominee and to serving as a Director if elected), and (v) the age qualifications of five) who is suitable the nominee to serve as a director Director of the Company pursuant Corporation as set forth in subsection (b) of this Section 12. In the event the Board or the Chief Executive Officer calls a special meeting of shareholders for the purpose of electing one or more Directors to applicable Nasdaq requirements the Board, any shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the notice of meeting, if the shareholder’s notice of such nomination contains the information specified in this Section 12 and other applicable law shall be delivered to the Secretary of the Corporation not later than the close of business on the 10th day following the day on which the date of the special meeting and designated either the names of the nominees proposed by the remaining ▇▇▇▇▇▇▇▇▇ Directors who then Board to be elected at such meeting or the number of directors to be elected are competent; providedpublicly announced or disclosed. In no event shall the adjournment of an annual meeting or special meeting, however, that if the Company’s Board reasonably objects to such designee another descendant reasonably acceptable to the Board may be so designated by the remaining qualified ▇▇▇▇▇▇▇▇▇ Directors. For the avoidance of doubt, the Company may at any time or from time to time increase or decrease the size of the Board and/or change its composition, provided that such increase or decrease may not affect the tenure of any ▇▇▇▇▇▇▇▇▇ Director or any director nominated pursuant to this subsection (c) or any announcement thereof, commence a new period for the giving of the Companya shareholder’s obligations under notice as provided in this Section 3.3. (d) Prior to the Nomination Expiration Date, the Company 12. No shareholder nomination shall schedule and hold its annual shareholders meeting with respect to the election of directors be effective unless made in accordance with its past practices and shall not delay its annual shareholder meetings the procedures set forth in a manner which deprives the ▇▇▇▇▇▇▇▇▇ Family Parties of the benefits of this Section 3.312. Nothing herein shall prevent The person presiding at the Company from changing its fiscal year end if deemed advisable by the Company’s Board. (e) It is understood and agreed that this Section 3.3 meeting shall, without any further action of any Partyif the facts warrant, automatically terminate determine and declare to the meeting that a shareholder nomination was not made in accordance with the By-Laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be of no further force and effect immediately upon (i) the occurrence of an Abandonment or (ii) failure of the stockholders of the Company to approve the Charter Amendments at the Special Meetingdisregarded.