Common use of Director Nominations Clause in Contracts

Director Nominations. (a) Only persons who are nominated in accordance with the procedures set forth in this Section 3.5 shall be eligible for election or re-election as Directors. Nominations of persons for election or re-election to the Board of Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the Corporation who is entitled to vote for the election of such nominee at the meeting and who complies with the notice procedures set forth in this Section 3.5. (b) Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice delivered in writing to the Secretary of the Corporation. To be timely, any such notice by a stockholder must be delivered to or mailed and received at the principal executive offices of the Corporation not later than 60 days prior to the meeting; provided, however, that if less than 70 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, any such notice by a stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the date of the meeting was given or such public disclosure was made. (c) Any such notice by a stockholder shall set forth (i) as to each person whom the stockholder proposes to nominate for election or re-election as a Director, (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the capital stock of the Corporation which are beneficially owned by such person and (D) any other information relating to such person that is required to be disclosed in solicitations of proxies for the election of Directors pursuant to Regulation 14A under the Securities Exchange Act of 1934 or any successor regulation thereto (including without limitation such persons' written consent to being named in the proxy statement as a nominee and to serving as a Director if elected and whether any person intends to seek reimbursement from the Corporation of the expenses of any solicitation of proxies should such person be elected a Director of the Corporation); and (ii) as to the stockholder giving the notice (A) the name and address, as they appear on the Corporation's books, of such stockholder and (B) the class and number of shares of the capital stock of the Corporation which are beneficially owned by such stockholder. At the request of the Board of Directors any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. (d) If a notice by a stockholder is required to be given pursuant to this Section 3.5, no person shall be entitled to receive reimbursement from the Corporation of the expenses of a solicitation of proxies for the election as a Director of a person named in such notice unless such notice states that such reimbursement will be sought from the Corporation. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the By-Laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded for all purposes.

Director Nominations. Nominations of candidates for election as directors of the Corporation at any Annual Meeting may be made only (a) by, or at the direction of, a [majority] of the Board of Directors or (b) by any holder of record (both as of the time notice of such nomination is given by the shareholder as set forth below and as of the record date for the Annual Meeting in question) of any shares of the capital stock of the Corporation entitled to vote at such Annual Meeting who complies with the timing, informational, and other requirements set forth in this SECTION 3. Any shareholder who has complied with the timing, informational, and other requirements set forth in this SECTION 3 and who seeks to make such a nomination, or his, her, or its representative, must be present in person at the Annual Meeting. Only persons who are nominated in accordance with the procedures set forth in this Section 3.5 SECTION 3 shall be eligible for election or re-election as Directorsdirectors at an Annual Meeting. Nominations of persons for election or re-election to the Board of Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the Corporation who is entitled to vote for the election of such nominee at the meeting and who complies with the notice procedures set forth in this Section 3.5. (b) Such nominationsNominations, other than those made by by, or at the direction of of, the Board of Directors, shall be made pursuant to timely notice delivered in writing to the Secretary of the CorporationCorporation as set forth in this SECTION 3. To For the first Annual Meeting following the date the Corporation becomes a reporting company under Section 13(a) or Section 15(d) of the Exchange Act, a shareholder's notice shall be timelytimely if delivered to, any such notice by a stockholder must be delivered to or mailed to and received by, the Corporation at the its principal executive offices of the Corporation not later than 60 days prior to the meeting; provided, however, that if less than 70 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, any such notice by a stockholder to be timely must be so received office not later than the close of business on the 10th later of (i) the 75th day prior to the scheduled date of such Annual Meeting or (ii) the 15th day following the day on which notice public announcement of the date of such Annual Meeting is first made by the meeting was given Corporation. For all subsequent Annual Meetings, a shareholder's notice shall be timely if delivered to, or such public disclosure was made. mailed to and received by, the Corporation at its principal executive office not less than 75 days nor more than 120 days prior to the Anniversary Date; PROVIDED, HOWEVER, that in the event the Annual Meeting is scheduled to be held on a date more than 30 days before the Anniversary Date or more than 60 days after the Anniversary Date, a shareholder's notice shall be timely if delivered to, or mailed and received by, the Corporation at its principal executive office not later than the close of business on the later of (c) Any such notice by a stockholder shall set forth (i) as to each person whom the stockholder proposes to nominate for election or re-election as a Director, (Ax) the name, age, business address and residence address 75th day prior to the scheduled date of such person, Annual Meeting or (By) the principal occupation or employment 15th day following the day on which public announcement of the date of such person, (C) the class and number of shares of the capital stock of the Corporation which are beneficially owned Annual Meeting is first made by such person and (D) any other information relating to such person that is required to be disclosed in solicitations of proxies for the election of Directors pursuant to Regulation 14A under the Securities Exchange Act of 1934 or any successor regulation thereto (including without limitation such persons' written consent to being named in the proxy statement as a nominee and to serving as a Director if elected and whether any person intends to seek reimbursement from the Corporation of the expenses of any solicitation of proxies should such person be elected a Director of the Corporation); and (ii) as to the stockholder giving the notice (A) the name and address, as they appear on the Corporation's books, of such stockholder and (B) the class and number of shares of the capital stock of the Corporation which are beneficially owned by such stockholder. At the request of If the Board of Directors or a designated committee thereof determines that any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. (d) If a notice by a stockholder is required to be given pursuant to this Section 3.5, no person shall be entitled to receive reimbursement from the Corporation of the expenses of a solicitation of proxies for the election as a Director of a person named in such notice unless such notice states that such reimbursement will be sought from the Corporation. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a shareholder nomination was not made in accordance with the procedures prescribed by terms of this SECTION 3 or that the By-Lawsinformation provided in a shareholder's notice does not satisfy the informational requirements of this SECTION 3 in any material respect, and if he should so determinethen such nomination shall not be considered at the Annual Meeting in question. If neither the Board of Directors nor such committee makes a determination as to whether a nomination was made in accordance with the provisions of this SECTION 3, he the presiding officer of the Annual Meeting shall determine whether a nomination was made in accordance with such provisions. If the presiding officer determines that any shareholder nomination was not made in accordance with the terms of this SECTION 3 or that the information provided in a shareholder's notice does not satisfy the informational requirements of this SECTION 3 in any material respect, then such nomination shall not be considered at the Annual Meeting in question. If the Board of Directors, a designated committee thereof, or the presiding officer determines that a nomination was made in accordance with the terms of this SECTION 3, the presiding officer shall so declare at the Annual Meeting and ballots shall be provided for use at the meeting with respect to such nominee. Notwithstanding anything to the meeting contrary in the second paragraph of this SECTION 3, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased pursuant to SECTION 2 of Article II and there is no public announcement by the defective nomination Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 75 days prior to the Anniversary Date, a shareholder's notice required by this SECTION 3 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if such notice shall be disregarded delivered to, or mailed to and received by, the Corporation at its principal executive office not later than the close of business on the 15th day following the day on which such public announcement is first made by the Corporation. No person shall be elected by the shareholders as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section. Election of directors at an Annual Meeting need not be by written ballot, unless otherwise provided by the Board of Directors, or presiding officer at such Annual Meeting. If written ballots are to be used, ballots bearing the names of all the persons who have been nominated for all purposeselection as directors at the Annual Meeting in accordance with the procedures set forth in this Section shall be provided for use at the Annual Meeting.

Director Nominations. Subject to Section 3.2, nominations of candidates for election as directors at any meeting of shareholders may be made: (ai) Only by, or at the direction of, a majority of the Board of Directors or a designated committee thereof; or (ii) by any shareholder of record entitled to vote at such meeting; provided that only persons who are nominated in accordance with the procedures set forth in this Section 3.5 shall be eligible for election or re-election as Directorsdirectors; provided further that no person, other than ▇▇▇▇ ▇. Nominations ▇▇▇▇▇▇▇▇ (who shall be eligible to serve through the annual meeting of persons shareholders held in 2017 regardless of his age) shall be eligible for election or re-election to the Board of Directors if such person has attained the age of seventy-two years prior to the date of the Corporation may be made at a meeting of stockholders by shareholders at which such person would be elected. Nominations, other than those made by, or at the direction of of, the Board of Directors or by any stockholder of the Corporation who is entitled to vote for the election of such nominee at the meeting and who complies with the notice procedures set forth in this Section 3.5. (b) Such nominationsa committee thereof, other than those made by or at the direction of the Board of Directors, shall may only be made pursuant to timely notice delivered in writing to the Secretary of the Corporationcorporation as set forth in this Section. To be timely, any such a shareholder’s notice by a stockholder must shall be delivered to to, or mailed and received at by, the principal executive offices Secretary of the Corporation corporation: (i) for an annual meeting, not later less than 60 sixty days prior to nor more than ninety days in advance of the first anniversary date (month and day) of the previous year’s annual meeting; providedand (ii) for a special meeting, however, that if not less than 70 days' notice or prior public disclosure sixty days nor more than ninety days in advance of the date (month and day) of the special meeting, regardless of any postponements or adjournments of that meeting is given or made to stockholders, any such a later date. Such shareholder notice by a stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the date of the meeting was given or such public disclosure was made. (c) Any such notice by a stockholder shall set forth forth: (i) as to each person whom the stockholder shareholder proposes to nominate for election or re-election as a Directordirector, (A) the name, age, business address and residence residential address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the capital corporation’s stock of the Corporation which are beneficially owned by such person on the date of such shareholder notice and (D) any other information relating to such person that is would be required to be disclosed on Schedule 13D pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in solicitations connection with the acquisition of proxies for the election of Directors stock, and pursuant to Regulation 14A under the Securities Exchange Act of 1934 or any successor regulation thereto (including without limitation such persons' written consent to being named Act, in connection with the proxy statement as a nominee and to serving as a Director if elected and whether any person intends to seek reimbursement from the Corporation of the expenses of any solicitation of proxies should such person be elected a Director of the Corporation)with respect to nominees for election as directors; and (ii) as to the stockholder shareholder giving the notice notice, (A) the name and address, as they appear on the Corporation's corporation’s books, of such stockholder shareholder and the name and principal business or residential address of any other beneficial shareholders known by such shareholder to support such nominees, and (B) the class and number of shares of the capital corporation’s stock of the Corporation which are beneficially owned by such stockholdershareholder on the date of such shareholder notice and the number of shares owned beneficially by any other record or beneficial shareholders known by such shareholder to be supporting such nominees on the date of such shareholder notice. At the request of the Board of Directors Directors, any person nominated by by, or at the request of, the Board of Directors for election as a Director director shall furnish to the Secretary of the Corporation corporation that information required to be set forth in a stockholder's shareholder’s notice of nomination which pertains to the nominee. (d) If a notice . The Board of Directors may reject any nomination by a stockholder is required to be given pursuant to this Section 3.5, no person shall be entitled to receive reimbursement from the Corporation of the expenses of a solicitation of proxies for the election as a Director of a person named in such notice unless such notice states that such reimbursement will be sought from the Corporation. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was shareholder not timely made in accordance with the procedures prescribed requirements of this Section. If the Board of Directors, or a committee designated by the By-LawsBoard of Directors, and if he should so determinedetermines that the information provided in a shareholder’s notice does not satisfy the informational requirements of this Section in any material respect, he the Secretary of the corporation shall so declare promptly notify such shareholder of the deficiency in the notice. The shareholder may cure the deficiency by providing additional information to the meeting Secretary within such period of time, not less than five days from the date such deficiency notice is given to the shareholder, as the Board of Directors or such committee shall determine. If the deficiency is not cured within such period, or if the Board of Directors or a designated committee determines that the additional information provided by the shareholder, together with information previously provided, does not satisfy the requirements of this Section in any material respect, then the Board of Directors may reject such shareholder’s notice and the defective nomination proposed nominations shall not be disregarded for all purposesaccepted if presented at the shareholder meeting to which the notice relates.