Common use of Appointment of Proxy Holders Clause in Contracts

Appointment of Proxy Holders. 2.01. The initial Proxy Holder nominees shall be chosen by NNI. The initial and successor Proxy Holders shall be (i) resident citizens of the United States; (ii) have had no prior contractual, financial, or employment relationships with the Affiliates or the Corporation; (iii) certify their willingness to accept their security responsibilities; and (iv) be eligible for the requisite personnel security clearances.5 The appointment of initial and successor Proxy Holders shall not become effective until approved by DSS. 2.02. Except as authorized by Section 2.03. below, NNI may not remove a Proxy Holder except for acts of gross negligence or willful misconduct while in office. NNI may remove a Proxy Holder for such acts by an instrument signed by or on behalf of NNI and filed with the Corporation at its principal office in Fairfax, Virginia. NNI shall provide notice to DSS, in accordance with Section 15.01. below, at least twenty (20) days prior to filing such instrument. Such an instrument of removal shall not be effective until a successor P▇▇▇▇ ▇▇▇▇▇▇ who is qualified to serve hereunder has accepted appointment. However, if such removal would result in only one remaining Proxy Holder, then such an instrument of removal shall not be effective until a successor Proxy Holder who is qualified to serve hereunder has accepted appointment. 2.03. With the approval of DSS, NNI may remove a Proxy Holder for acts in violation of this Agreement, including the inability to protect the legitimate economic interests of NNI pursuant to Section 6.05. below. NNI must petition DSS for permission to remove a Proxy Holder for acts in violation of this Agreement. However, DSS has the right to determine, in its sole discretion, whether to grant such petition. 2.04. A Proxy Holder may at any time resign by submitting to the Corporation at its principal office in Fairfax, Virginia, a resignation in writing, with notice to NNI and DSS pursuant to Section 15.01. below. Such resignation shall be effective on the date of resignation stated by the Proxy Holder. No formal acceptance of resignation by the Corporation shall be necessary to make the resignation effective. Upon resignation, a Proxy Holder’s obligations and responsibilities under this Agreement are completed. However, if such resignation would result in only one remaining Proxy Holder, then the resignation shall not be effective until a successor P▇▇▇▇ ▇▇▇▇▇▇ who is qualified to serve hereunder has accepted appointment.

Appointment of Proxy Holders. 2.01. The initial Initial Proxy Holder nominees shall will be chosen by NNIthe Shareholder. The initial and successor Proxy Holders shall be be: (i) resident citizens of the United States; (ii) have had no prior contractual, financial, or employment relationships with the Affiliates or the CorporationCompany; (iii) certify their willingness to accept their security responsibilities; and (iv) be eligible for the requisite personnel security clearances.5 clearance. The appointment of initial and successor Proxy Holders shall not become effective until approved by DSSDCSA. 2.02. Except as authorized by Section 2.03. 2.03 below, NNI the Shareholder may not remove a Proxy Holder except for acts of gross negligence or willful misconduct while in office. NNI The Shareholder may remove a Proxy Holder for such acts by an instrument signed by or on behalf of NNI the Shareholder and filed with the Corporation Company at its principal office in Fairfax[city], Virginia[state]. NNI shall provide notice to DSS, in accordance with Section 15.01. below, The Shareholder must notify DCSA at least twenty (20) days prior to filing such instrument, and such notice must be given pursuant to Section 15.01 of this Agreement. Such an instrument of removal shall not be effective until a successor P▇▇▇▇▇ ▇▇▇▇▇▇ who is qualified to serve hereunder has accepted appointmentbeen identified. However, if such removal would result in only one remaining Proxy Holder, then such an instrument of removal shall not be effective until a successor Proxy Holder who is qualified to serve hereunder has accepted appointment. 2.03. With the approval of DSSDCSA, NNI the Shareholder may also remove a Proxy Holder for acts in violation of this Agreement, including the inability to protect the legitimate economic interests of NNI the Shareholder pursuant to Section 6.05. 6.05 below. NNI The Shareholder must petition DSS DCSA for permission to remove a Proxy Holder for acts in violation of this Agreement. However, DSS and DCSA has the right to determine, in its sole discretion, whether to grant such petition. 2.04. A Proxy Holder may at any time resign by submitting to the Corporation Company at its principal office in Fairfax[city], Virginia[state], a resignation in writing, with notice to NNI the Shareholder and DSS DCSA pursuant to Section 15.01. 15.01 below. Such resignation shall be effective on the date of resignation stated by the Proxy Holder. No formal acceptance of resignation by the Corporation shall be Company is necessary to make the resignation effective. Upon resignation, a Proxy Holder’s obligations and responsibilities under this Agreement are completed. However, if such resignation would result in only one remaining Proxy Holder, then the resignation shall not be effective until a successor P▇▇▇▇▇ ▇▇▇▇▇▇ who is qualified to serve hereunder has accepted appointment. 2.05. Nomination and appointment of successor Proxy Holders shall be accomplished as follows: a. In the event of the death, resignation, removal or inability to act of any Proxy Holder, the Company shall give prompt written notice to DCSA and the Shareholder. The remaining Proxy Holders shall nominate a successor Proxy Holder using their Best Efforts and diligence, and shall notify the Shareholder and DCSA of the nominee. In the event that a nominee is vetoed by the Shareholder pursuant to Section 2.05.b below, the remaining Proxy Holders shall use their Best Efforts and diligence to nominate an alternate successor Proxy Holder. As used herein, “Best Efforts” means performance of duties, including fiduciary duties, in good faith and in a manner believed to be: (i) in the U.S. national interest; (ii) where not inconsistent with the U.S. national interest, in the best interests of the Company and the Company’s shareholders in accordance with applicable state law to the extent that any such state law is not preempted by this Agreement; and (iii) with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

Appointment of Proxy Holders. 2.012.1. The initial Proxy Holders will be appointed by ▇▇▇▇▇▇▇▇ US after reasonable consultation with ▇▇▇▇▇▇▇▇, for terms consistent with the staggered terms described in Section 3.1 below. Proxy Holders must meet the qualification standards required by 32 CFR 117.11(f), and as described more particularly in Section 3.3 below and, in their capacity as Directors, must meet the qualification standards, or exceptions thereto, of any exchange on which the Shares are listed. Reappointment of a Proxy Holder shall not require DCSA approval as long as the Proxy Holder has not had a break in service as a Proxy Holder to the Company. 2.2. Initial Proxy Holder nominees shall be chosen by NNIthe Shareholder. The initial and successor Proxy Holders shall be be: (i) resident citizens of the United States; (ii) have had no prior contractual, financial, or employment relationships with the Affiliates or the CorporationCompany; (iii) certify their willingness to accept their security responsibilities; and (iv) be eligible for the requisite personnel security clearances.5 clearance. The appointment of initial and successor Proxy Holders shall not become effective until approved by DSSDCSA. 2.022.3. Except as authorized by Section 2.03. 2.4 below, NNI the Shareholder may not remove a Proxy Holder except for acts of gross negligence or willful misconduct while in office. NNI The Shareholder may remove a Proxy Holder for such acts by an instrument signed by or on behalf of NNI the Shareholder and filed with the Corporation Company at its principal office in FairfaxArlington, Virginia. NNI shall provide notice to DSS, in accordance with Section 15.01. below, The Shareholder must notify DCSA at least twenty (20) days prior to filing such instrument. Such an instrument , and such notice must be given pursuant to Section 15.1 of removal shall not be effective until a successor P▇▇▇▇ ▇▇▇▇▇▇ who is qualified to serve hereunder has accepted appointmentthis Agreement. However, if such removal would result in only one remaining Proxy Holder, then such an instrument of removal shall not be effective until a successor Proxy Holder who is qualified to serve hereunder has accepted appointment. 2.032.4. With Only upon reasonable consultation with ▇▇▇▇▇▇▇▇ and the approval of DSSDCSA, NNI ▇▇▇▇▇▇▇▇ ▇▇ may also remove a Proxy Holder for acts in violation of this Agreement, including the inability to protect the legitimate economic interests of NNI ▇▇▇▇▇▇▇▇ US pursuant to Section 6.056.5. below. NNI ▇▇▇▇▇▇▇▇ US must petition DSS DCSA for permission to remove a Proxy Holder for acts in violation of this Agreement. However, DSS Agreement and DCSA has the right to determine, in its sole discretion, whether to grant such petition. 2.042.5. A Proxy Holder may at any time resign by submitting to the Corporation Company at its principal office in FairfaxArlington, Virginia, a resignation in writing, with notice to NNI the Shareholder and DSS DCSA pursuant to Section 15.01. 15.1 below. Such resignation shall be effective on the date of resignation stated by the Proxy Holder. No formal acceptance of resignation by the Corporation shall be Company is necessary to make the resignation effective. Upon resignation, a Proxy Holder’s obligations and responsibilities under this Agreement are completed. However, if such resignation would result in only one remaining Proxy Holder, then the resignation shall not be effective until a successor P▇▇▇▇▇ ▇▇▇▇▇▇ who is qualified to serve hereunder has accepted appointment. 2.6. Nomination and appointment of successor Proxy Holders shall be accomplished as follows: a. In the event of the end of any Proxy Holder’s term, or the death, resignation, removal, or inability to act of any Proxy Holder, the Company shall give prompt written notice to DCSA and ▇▇▇▇▇▇▇▇ US. Upon reasonable consultation with ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ US shall re-appoint the Proxy Holder or appoint a successor Proxy Holder using its Best Efforts and diligence and shall notify DCSA of the successor. As used herein, “Best Efforts” means performance of duties, including fiduciary duties, in good faith and in a manner believed to be: (i) in the U.S. national interest; (ii) where not inconsistent with the U.S. national interest, in the best interests of the Company and the Company’s Shareholder in accordance with applicable state law to the extent that any such state law is not preempted by this Agreement; and (iii) with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. b. Any nomination and appointment of a successor Proxy Holder shall be made by an instrument in writing signed by an authorized representative of ▇▇▇▇▇▇▇▇ ▇▇. Counterparts of such instrument shall be delivered to the Company, DCSA, ▇▇▇▇▇▇▇▇ and the Shareholder in accordance with Section 15.1 below. 2.7. Acceptance of appointment for all initial or successor Proxy Holders as provided above may only be accomplished by their agreement to be bound by the terms of this Agreement, as evidenced by their signature on the counterpart of this Agreement on file at the Company’s principal office in Arlington, Virginia with copies to the incumbent Proxy Holders, ▇▇▇▇▇▇▇▇ US, ▇▇▇▇▇▇▇▇ and DCSA. Upon such acceptance of appointment by the nominee and approval by DCSA, the initial or successor Proxy Holder shall be vested with all the rights, powers, authority, and immunities herein conferred upon the Proxy Holders by this Agreement. 2.8. Upon death, resignation, removal or disability of a Proxy Holder, the remaining Proxy Holders may exercise all of the rights, powers and privileges of the Proxy Holders as set forth in this Agreement until a successor accepts appointment. If no Proxy Holders remain, the Chairman or Acting Chairman of the Board of Directors of the Company shall, upon written notice to DCSA, be automatically vested with all rights, powers, authorities and immunities of the Proxy Holders for an interim period not to exceed thirty (30) days, except that ▇▇▇▇▇▇▇▇ US shall, under such circumstances, have the right to appoint new Proxy Holders pursuant to Section 2.1 above.

Appointment of Proxy Holders. 2.01. The initial Initial Proxy Holder nominees shall will be chosen by NNIthe Shareholder. The initial and successor Proxy Holders shall be shall: (i) be resident citizens of the United States; (ii) have had no prior contractual, financial, or employment relationships with the Affiliates or the Corporation; (iii) certify their willingness to accept their security responsibilities; and (iv) be eligible for the requisite personnel security clearances.5 clearance.5 The appointment of initial and successor Proxy Holders shall not become effective until approved by DSS. 5 The requisite personnel security clearance is an administrative determination that an individual is eligible for access to classified information of a certain category. 2.02. Except as authorized by Section 2.03. below, NNI The Shareholder may not remove a Proxy Holder except for acts of gross negligence or willful misconduct while in officeoffice or as authorized by Section 2.03 below. NNI The Shareholder may remove a Proxy Holder for such acts by an instrument signed by or on behalf of NNI the Shareholder and filed with the Corporation at its principal office in FairfaxWindber, VirginiaPennsylvania. NNI shall provide notice The Shareholder must notify DSS pursuant to DSS, in accordance with Section 15.01. below, 15.01 below at least twenty (20) days prior to filing such instrument. Such an instrument of removal shall not be effective until a successor P▇▇▇▇▇ ▇▇▇▇▇▇ who is qualified to serve hereunder has accepted appointment. However, if such removal would result in only one remaining Proxy Holder, then such an instrument of removal shall not be effective until a successor Proxy Holder who is qualified to serve hereunder has accepted appointment. 2.03. With the approval of DSS, NNI the Shareholder may also remove a Proxy Holder for acts in violation of this Agreement, including the inability to protect the legitimate economic interests of NNI the Shareholder pursuant to Section 6.05. 6.05 below. NNI The Shareholder must petition DSS for permission to remove a Proxy Holder for acts in violation of this Agreement. However, DSS has the right to determine, in its sole discretion, whether to grant such petition. 2.04. A Proxy Holder may at any time resign by submitting to the Corporation at its principal office in FairfaxWindber, VirginiaPennsylvania, a resignation in writing, with notice to NNI the Shareholder and DSS pursuant to Section 15.01. 15.01 below. Such resignation shall be effective on the date of resignation stated by the Proxy Holder. No formal acceptance of resignation by the Corporation shall be is necessary to make the resignation effective. Upon resignation, a Proxy Holder’s obligations and responsibilities under this Agreement are completed. 2.05. HoweverNomination and appointment of successor Proxy Holders shall be accomplished as follows: a. In the event of the death, if such resignation would result in only one remaining resignation, removal or inability to act of any Proxy Holder, then the resignation Corporation shall give prompt written notice to DSS and the Shareholder. The remaining Proxy Holders shall nominate a successor Proxy Holder using their best efforts6 and diligence, and shall notify the Shareholder and DSS of the nominee. In the event that a nominee is vetoed by the Shareholder pursuant to Section 2.05.b below, the remaining Proxy Holders shall use their best efforts and diligence to nominate an alternate successor Proxy Holder. b. The Shareholder shall not be effective until have the right to nominate or suggest any person for the position of a successor PProxy Holder. The Shareholder shall have the right to veto without cause a nominee for the position of successor ▇▇▇▇▇ ▇▇▇▇▇▇ who is qualified ▇. Absent a veto by the Shareholder of a nominee, and upon approval by DSS, the nominee may be appointed by the remaining Proxy Holders. The Shareholder shall notify the remaining Proxy Holders and DSS of acceptance or veto within twenty (20) days of receipt of the nomination of a successor Proxy Holder. Failure by the Shareholder to serve hereunder has notify the Proxy Holders within twenty (20) days of notification of nomination shall be deemed to constitute acceptance. 6 For purposes of this Agreement, the term “best efforts” signifies performance of duties reasonably and in good faith, in the manner believed to be in the best interests of the Corporation but consistent with the national security concerns of the United States, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. c. If the Shareholder vetoes three successive nominees proposed by the remaining Proxy Holders, the third nominee, upon approval by DSS, shall be accepted absent an appeal submitted by the Shareholder to DSS for reasonable cause. d. Any nomination and appointment of a successor Proxy Holder shall be made by an instrument in writing signed by the remaining Proxy Holders. Counterparts of such instrument shall be delivered to the Corporation, DSS and the Shareholder as provided in Section 15.01 below. 2.06. Acceptance of appointment for all initial or successor Proxy Holders as provided above may only be accomplished by their agreement to be bound by the terms of this Agreement, as evidenced by their signature on the counterpart of this Agreement on file at the Corporation’s principal office in Windber, Pennsylvania, with copies to the incumbent Proxy Holders, the Shareholder and DSS. Upon acceptance of appointment by the nominee and approval by DSS, the initial or successor Proxy Holders shall be vested with all the rights, powers, authority and immunities herein conferred upon the Proxy Holders by this Agreement. 2.07. Upon the death, resignation, removal or disability of a Proxy Holder, the remaining Proxy Holders may exercise all of the rights, powers and privileges of the Proxy Holders as set forth in this Agreement until a successor accepts appointment. If no Proxy Holders remain, the Chairman or Acting Chairman of the Board of Directors of the Corporation shall, upon written notice to DSS, be automatically vested with all rights, powers, authorities and immunities of the Proxy Holders for an interim period not to exceed thirty (30) days, except that the Shareholder shall, under such circumstances, have the right to appoint two new Proxy Holders pursuant to Section 2.01 above. The two new Proxy Holders shall nominate the third Proxy Holder pursuant to Section 2.05 above.

Appointment of Proxy Holders. 2.01. The initial Initial Proxy Holder nominees shall will be chosen by NNIthe Shareholder. The initial and successor Proxy Holders shall shall: be (i) resident citizens of the United States; (ii) have had no prior contractual, financial, or employment relationships with the Affiliates Affiliates, Shareholder or the Cleared Corporation; (iii) certify their willingness to accept their security responsibilities; and (iv) be eligible for the requisite personnel security clearances.5 clearance.5 The appointment of initial and successor Proxy Holders shall not become effective until approved by DSS. Eligibility for the requisite personnel security clearance is an administrative determination that an individual is eligible for access to classified information of a certain category. 2.02. Except as authorized by Section 2.03. 2.03 below, NNI the Shareholder may not remove a Proxy Holder except for acts of gross negligence or willful misconduct while in office. NNI The Shareholder may remove a Proxy Holder for such acts by an instrument signed by or on behalf of NNI the Shareholder and filed with the Cleared Corporation at its principal office in FairfaxReston, Virginia. NNI shall provide notice to DSS, in accordance with Section 15.01. below, at least twenty (20) The Shareholder must notify DSS 20 days prior to filing such instrument. Such an instrument , and notice must be given pursuant to Section 15.01 of removal shall not be effective until a successor P▇▇▇▇ ▇▇▇▇▇▇ who is qualified to serve hereunder has accepted appointmentthis Agreement. However, if such removal would result in only one remaining Proxy Holder, then such an instrument of removal shall not be effective until a successor Proxy Holder who is qualified to serve hereunder has accepted appointment. 2.03. With the approval of DSSDoD, NNI the Shareholder may also remove a Proxy Holder for acts in violation of this the Agreement, including the inability to protect the legitimate economic interests interest of NNI the Shareholder pursuant to Section 6.05. below. NNI The Shareholder must petition DSS DoD for permission to remove a Proxy Holder for acts in violation of this the Agreement. However, DSS DoD has the right to determine, in its sole discretion, whether to grant such petitionpetition should be granted. 2.04. A Any Proxy Holder may at any time resign by submitting to the Cleared Corporation at its principal office in FairfaxReston, Virginia, a resignation in writing, with notice to NNI the Shareholder and DSS pursuant to Section 15.01. below. Such resignation shall be effective on the date of resignation stated by the Proxy Holder. No formal acceptance of resignation by the Cleared Corporation shall be is necessary to make the resignation effective. Upon resignation, a Proxy Holder’s 's obligations and responsibilities under this the Agreement are completed. However, if such resignation would result in only one remaining Proxy Holder, then the resignation shall not be effective until a successor P▇▇▇▇ ▇▇▇▇▇▇ Proxy Holder who is qualified to serve hereunder has accepted appointment. 2.05. Nomination and appointment of successor Proxy Holders shall be accomplished as follows: a. In the event of the death, resignation, removal or inability to act of any Proxy Holder, the Cleared Corporation shall give prompt written notice to DSS and the Shareholder. The remaining Proxy Holders shall nominate a successor Proxy Holder and notify the Shareholder and DDS of the nominee. In the event that a nominee is vetoed by the Shareholder pursuant to Section 2.05(b) below, the remaining Proxy Holders shall diligently nominate an alternate successor Proxy Holder. b. The Shareholder shall not have the right to nominate or suggest any person for the position of a successor Proxy Holder. The Shareholder shall have the right to veto without cause a nominee for the position of successor Proxy Holder. Absent a veto by the Shareholder of a nominee, and upon approval by DSS, the nominee may be appointed by the remaining Proxy Holders. The Shareholder shall notify the remaining Proxy Holders and DSS of acceptance or veto within 20 days of receipt of the nomination of a successor Proxy Holder. Failure by the Shareholder to notify the Proxy Holders within 20 days of notification of nomination shall be deemed to constitute acceptance. c. If the Shareholder has vetoed three successive nominees proposed by the remaining Proxy Holders, the third nominee, upon approval by DSS, shall be accepted absent an appeal submitted by the Shareholder to DSS for reasonable cause. d. Any nomination and appointment of a successor Proxy Holder shall be made by an instrument in writing signed by the remaining Proxy Holders. Counterparts of such instrument shall be delivered to the Cleared Corporation, DSS and the Shareholder as provided in Section 15.01. 2.06. Acceptance of appointment for all initial or successor Proxy Holders as provided above may only be accomplished by their agreement to be bound by the terms of this Agreement, as signified by their signature on the counterpart of this Agreement on file at the Cleared Corporation's principal office in Reston, Virginia, with copies to the other Proxy Holders, the Shareholder, and DSS. Upon acceptance of such appointment by the nominee and approval by DSS, the initial or successor Proxy Holder shall be vested with all the rights, powers, authority and immunities herein conferred upon the Proxy Holders by this Agreement. 2.07. On the death, resignation, removal or disability of a Proxy Holder, the remaining Proxy Holders may exercise all of the rights, powers and privileges of the Proxy Holders as set forth in this Agreement until a successor accepts appointment. If no Proxy Holders remain, the Chairman or Acting Chairman of the Board of Directors of the Cleared Corporation shall, upon written notice to DSS, be automatically vested with all rights, powers, authorities and immunities of the Proxy Holders for an interim period not to exceed 30 days, except that the Shareholder shall, under such circumstances, have the right to appoint two new Proxy Holders pursuant to Section 2.01. The two new Proxy Holders shall nominate the third Proxy Holder pursuant to Section 2.05.