TRG. acting through its Board of Directors, shall take every action possible to facilitate the closing of the Purchase Agreement ant the performance hereunder. In particular, he TRG Board shall, at a time and in a manner which Tamarix and TRG shall agree on or before 10 April 1997, a. amend the TRG By-Laws, effective on the Closing Date for the Purchase Agreement, (i) to limit the size of the TRG Board of Directors to no more than eleven (11) Directors so long as Finprogetti shall not have sold to Tamarix all of its 1,635,000 TRG Shares pursuant to the Purchase Agreement, and to limit the size of the TRG Board of Directors to no more than (10) Directors immediately after Finprogetti shall have sold to Tamarix all of such TRG Shares pursuant to the Purchase Agreement; (ii) to provide that all Directors, including those Directors now serving on the Boat who shall be elected to serve on the Board as re-constituted, shall serve for staggered, three-year terms; (iii) to give Tamarix, so long as it shall own one million or more TRG Shares, the power to nominate a Director for who shall be the Chairman of the Board and who shall serve in the 1998 class year, a Director who shall serve in the 1999 class year, and a director who shall serve in the 2000 class year; to give Tamarix, so long as it shall own at least 500,000 but not more than 999,999 TRG Shares, the power to nominate a Director who shall be the Chairman of the Board and who all serve in the 1999 class year; and to give Tamarix, so long as it shall own at least 300,000 but not more than 499,999 TRG Shares, the power to nominate a Director who shall serve in the 1998 Class Year; (iv) to provide for no fewer than three independent Directors, who shall be persons of good character who are experienced in business matters and who are reasonably acceptable to Tamarix; (v) to provide for a five-member Executive Committee of the Board of Directors, which shall include the Chairman of the Board of Directors or a Director whom he designates, the Chief Executive Officer, one Director nominated by Tamarix, one independent director, and one Director who lives and is employed in Italy, and which shall have the power to take the following actions among others: to direct the day-to-day business activities of the Company which are within budget and operating guidelines prescribed by the Board of Directors and which are not matters which require action by the shareholders of the Company; (vi) to provide that all actions requiring the vote of the Board of Directors shall be taken by the vote of a majority of the Directors (for example, by the affirmative vote of six Directors so long as there shall be eleven Directors), and (vii) to provide at the By-Laws of TRG as amended shall not be further amended, in whole or in part, without the written consent of Tamarix so long as Tamarix shall own at least 7.5% of the issued and outstanding shares of common stock of TRG. b. elect the following persons as Directors for the following class years, to fill vacancies on the TRG Board: FIRST YEAR DIRECTORS - TERM EXPIRES AT THE 1998 SHAREHOLDERS MEETING ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ - Chairman of the Board (nominated by Tamarix) Dott. ▇▇▇▇▇ ▇▇▇▇▇-Condivi ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-Novick (an independent Director) SECOND YEAR DIRECTORS - TERM EXPIRES AT THE 1999 SHAREHOLDERS MEETING ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ (an independent Director) A Director nominated by Finprogetti, whose term shall end at such time as Finprogetti shall sell the remainder of its TRG Shares to Tamarix under the Purchase Agreement Mr. ▇▇▇▇ ▇▇▇▇▇▇ (nominated by Tamarix) Dott. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ THIRD YEAR DIRECTORS - TERM EXPIRES AT THE 2000 SHAREHOLDERS MEETING ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ - Chief Executive Officer ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ (nominated by Tamarix) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ (an independent Director) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ (an independent Director) In exercising its right under Section I.a(iv) of this Agreement, Tamarix agrees that all of the above persons are of good character and arc experienced in business matters, and agrees that ▇▇. ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ are independent Directors who are acceptable to serve on the Board. c. resolve that it shall not recommend to the shareholders of TRG, and shall oppose, any amendments to the certificate of incorporation of TRG without the written consent of Tamarix, so long as Tamarix shall own at least 7.5% of the issued and outstanding shares of common stock of TRG; d. call a meeting of the Shareholders to be held no later than 15 July 1997 and to recommend to the Shareholders that the certificate of incorporation be amended to implement and ratify the above actions, to ratify and confirm the election of the above persons to the above positions and to take such other actions as Tamarix and TRG shall agree.
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TRG. acting through its Board of Directors, shall take every action possible to facilitate the closing of the Purchase Agreement ant and the performance hereunderthereunder. In particular, he the TRG Board shall, at a time and in a manner which Tamarix and TRG shall agree on or before 10 April 1997,
a. amend the TRG By-Laws, effective on the Closing Date for the Purchase Agreement,
(i) to limit the size of the TRG Board of Directors to no more than eleven (11) Directors so long as Finprogetti shall not have sold to Tamarix all of its 1,635,000 TRG Shares pursuant to the Purchase Agreement, and to limit the size of the TRG Board of Directors to no more than ten (10) Directors immediately after Finprogetti shall have sold to Tamarix all of such TRG Shares pursuant to the Purchase Agreement;
(ii) to provide that all Directors, including those Directors now serving on the Boat Board who shall be elected to serve on the Board as re-constituted, shall serve for staggered, three-year terms;
(iii) to give Tamarix, so long as it shall own one million or more TRG Shares, the power to nominate a Director for who shall be the Chairman of the Board and who shall serve in the 1998 class year, a Director who shall serve in the 1999 class year, and a director who shall serve in the 2000 class year; to give Tamarix, so long as it shall own at least 500,000 but not more than 999,999 TRG Shares, the power to nominate a Director who shall be the Chairman of the Board and who all shall serve in the 1998 class year, and a Director who shall serve in the 1999 class year; and to give Tamarix, so long as it shall own at least 300,000 but not more than 499,999 TRG Shares, the power to nominate a Director who shall serve in the 1998 Class Year;
(iv) to provide for no fewer than three independent Directors, who shall be persons of good character who are experienced in business matters and who are reasonably acceptable to Tamarix;
(v) to provide for a five-member Executive Committee of the Board of Directors, which shall include the Chairman of the Board of Directors or a Director whom he designates, the Chief Executive Officer, one Director nominated by Tamarix, one independent directorDirector, and one Director who lives and is employed in Italy, and which shall have the power to take the following actions among others: to direct the day-to-day business activities of the Company which are within budget and operating guidelines prescribed by the Board of Directors and which are not matters which require action by the shareholders of the Company;
(vi) to provide that all actions requiring the vote of the Board of Directors shall be taken by the vote of a majority of the Directors (for example, by the affirmative vote of six Directors so long as there shall be eleven Directors), and
(vii) to provide at that the By-Laws of TRG as amended shall not be further amended, in whole or in part, without the written consent of Tamarix so long as Tamarix shall own at least 7.5% of the issued and outstanding shares of common stock of TRG.
b. elect the following persons as Directors for the following class years, to fill vacancies on the TRG Board: FIRST YEAR DIRECTORS First Year Directors - TERM EXPIRES AT THE term expires at the 1998 SHAREHOLDERS MEETING ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ shareholders --------------------- ---------------------------------------- meeting ------- Mr. William Spier - Chairman of the Board (nominated by Tamarix) Dott. ▇▇▇▇▇ ▇▇▇▇▇-Condivi ▇▇tt. ▇▇▇▇▇▇Mario Tozzi-Condivi Ms. Deborah Schondorf-Novick (a▇ ▇▇▇▇▇▇▇▇▇-Novick (an independent nt Director) SECOND YEAR DIRECTORS - TERM EXPIRES AT THE 1999 SHAREHOLDERS MEETING ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ (an independent Director) A Director nominated by Finprogetti, whose Year Directors - term shall end expires at such time as Finprogetti shall sell the remainder of its TRG Shares to Tamarix under the Purchase Agreement Mr. ▇▇▇▇ ▇▇▇▇▇▇ (nominated by Tamarix) Dott. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ THIRD YEAR DIRECTORS - TERM EXPIRES AT THE 2000 SHAREHOLDERS MEETING ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ - Chief Executive Officer ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ (nominated by Tamarix) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ (an independent Director) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ (an independent Director) In exercising its right under Section I.a(iv) of this Agreement, Tamarix agrees that all of the above persons are of good character and arc experienced in business matters, and agrees that ▇▇. ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ are independent Directors who are acceptable to serve on the Board.
c. resolve that it shall not recommend to the 1999 shareholders of TRG, and shall oppose, any amendments to the certificate of incorporation of TRG without the written consent of Tamarix, so long as Tamarix shall own at least 7.5% of the issued and outstanding shares of common stock of TRG;
d. call a ----------------------- --------------------------------------- meeting of the Shareholders to be held no later than 15 July 1997 and to recommend to the Shareholders that the certificate of incorporation be amended to implement and ratify the above actions, to ratify and confirm the election of the above persons to the above positions and to take such other actions as Tamarix and TRG shall agree.-------
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