Common use of Senior Note Directors Clause in Contracts

Senior Note Directors. Subject to the provisions of Section 2.2(w), whenever, at any time or times, interest payable on the Senior Notes has not been paid in full for an aggregate of six (6) quarterly Interest Payment Periods or more, whether or not consecutive, the authorized number of directors of the Company shall automatically be increased by two and the Holders of the Senior Notes shall have the right, voting as a class, to elect two directors (hereinafter the “Senior Note Directors” and each a “Senior Note Director”) to fill such newly created directorships at the Company’s next annual meeting of shareholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of shareholders until all accrued and unpaid interest for all past Interest Periods, including the latest completed Interest Period (including, if applicable as provided in Section 5.5 above, interest on such amount), on all outstanding Senior Notes has been paid in full at which time such right shall terminate with respect to the Senior Notes, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Senior Note Director that the election of such Senior Note Director shall not cause the Company to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Company may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the Holders of Senior Notes as a class to vote for directors as provided above, the Senior Note Directors shall cease to be qualified as directors, the term of office of all Senior Note Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Senior Note Directors elected pursuant hereto. Any Senior Note Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the Majority Holders of the Senior Notes at the time outstanding voting separately as a class, to the extent the voting rights of such Holders described above are then exercisable. If the office of any Senior Note Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Senior Note Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

Senior Note Directors. Subject to the provisions of Section 2.2(w), whenever, at any time or times, interest payable on the Senior Notes has not been paid in full for an aggregate of six (6) quarterly Interest Payment Periods or more, whether or not consecutive, the authorized number of directors of the Company shall automatically be increased by two and the Holders of the Senior Notes shall have the right, voting as a class, to elect or appoint two directors to fill such newly created directorships or, if applicable law does not permit the Holders to elect or appoint such directors, to designate or nominate two individuals for election or appointment to fill such directorships (such directors, hereinafter the “Senior Note Directors” and each a “Senior Note Director”) to fill such newly created directorships at the Company’s next annual meeting of shareholders Members (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of shareholders Members until all accrued and unpaid interest for all past Interest Periods, including the latest completed Interest Period (including, if applicable as provided in Section 5.5 above, interest on such amount), on all outstanding Senior Notes has been paid in full at which time such right shall terminate with respect to the Senior Notes, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Senior Note Director that the election of such Senior Note Director shall not cause the Company to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Company may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the Holders of Senior Notes as a class to vote for directors as provided above, the Senior Note Directors shall cease to be qualified as directors, the term of office of all Senior Note Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Senior Note Directors elected pursuant hereto. Any Senior Note Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the Majority Holders of the Senior Notes at the time outstanding voting separately as a class, to the extent the voting rights of such Holders described above are then exercisable. If the office of any Senior Note Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Senior Note Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

Senior Note Directors. Subject to the provisions of Section 2.2(w) and any applicable State Restrictions (defined below), whenever, at any time or times, interest payable on the Senior Notes has not been paid in full for an aggregate of six (6) quarterly Interest Payment Periods or more, whether or not consecutive, the authorized number of directors of the Company Bank shall automatically be increased by two and the Holders of the Senior Notes shall have the right, voting as a class, to elect or appoint two directors to fill such newly created directorships or, if applicable law does not permit the Holders to elect or appoint such directors, to designate or nominate two individuals for election or appointment to fill such directorships (such directors, hereinafter the “Senior Note Directors” and each a “Senior Note Director”) to fill such newly created directorships at the CompanyBank’s next annual meeting of shareholders Members (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of shareholders Members until all accrued and unpaid interest for all past Interest Periods, including the latest completed Interest Period (including, if applicable as provided in Section 5.5 above, interest on such amount), on all outstanding Senior Notes has been paid in full at which time such right shall terminate with respect to the Senior Notes, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Senior Note Director that the election of such Senior Note Director shall not cause the Company Bank to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Company Bank may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the Holders of Senior Notes as a class to vote for directors as provided above, the Senior Note Directors shall cease to be qualified as directors, the term of office of all Senior Note Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Senior Note Directors elected pursuant hereto. Any Senior Note Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the Majority Holders of the Senior Notes at the time outstanding voting separately as a class, to the extent the voting rights of such Holders described above are then exercisable. If the office of any Senior Note Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Senior Note Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred. As used herein, the term “State Restrictions” means, if the Bank is organized under the laws of any state, any restrictions imposed by the laws of such state on voting rights of holders of the Senior Notes that cannot be modified, waived or otherwise removed by the appropriate Governmental Entity of such state.