Common use of Board Composition Clause in Contracts

Board Composition. (a) For as long as the Shareholders collectively own a majority of the issued and outstanding Shares, the board of directors of the Company (the “Board”) shall consist of not less than five nor more than fifteen members, with the actual number determined in accordance with the Bylaws of the Company, as in effect from time to time, and subject in all instances to this Section 2.1. As of the date of this Agreement, the Board shall initially consist of thirteen members. For so long as required by applicable Indiana law, at least one member of the Board shall be an Indiana resident. Except as otherwise provided in Section 2.1(c), no Shareholder having a right to designate any director pursuant to this Article II shall be required to designate an Indiana resident as a director pursuant to such right; provided, however, that this sentence shall in no way limit the application of the immediately preceding sentence. (b) For so long as a Shareholder (other than RMR) owns not less than 10% of the issued and outstanding Shares, such Shareholder shall have the right to designate two directors for election to the Board. (c) For so long as RMR owns not less than 10% of the issued and outstanding Shares, RMR shall have the right to designate three directors for election to the Board. For so long as RMR has the right to designate directors pursuant to the immediately preceding sentence, Indiana law requires the Board to include an Indiana resident as a director of the Company and no other Shareholder designates an Indiana resident as a director of the Company, RMR shall designate at least one Indiana resident to be a director. (d) Each Shareholder will vote, execute and deliver written consents and take all other necessary action (including, if necessary, causing the Company to call a special meeting of shareholders of the Company) in favor of the election of each director designated by a Shareholder in accordance with this Article II and otherwise to ensure that the composition of the Board is at all times as set forth in this Article II. Each Shareholder agrees that it will not vote any of its Shares in favor of removal of any director designated by another Shareholder unless such other Shareholder shall have consented to such removal in writing. Each Shareholder agrees to cause to be called, if necessary, a special meeting of shareholders of the Company and to vote all the Shares owned by such Shareholder for, or to take all actions in lieu of any such meeting necessary to cause, the removal of any director designated by such Shareholder if the Shareholder entitled to designate such director requests in writing, signed by such Shareholder, such director’s removal for any reason or no reason. (e) If, as a result of death, disability, retirement, resignation, removal or otherwise, there shall exist or occur any vacancy with respect to any director previously designated by a Shareholder in accordance with such Shareholder’s right under this Article II to so designate such director, such Shareholder shall have the right to designate a replacement director. Upon such designation, the Shareholders shall promptly take all action necessary to ensure the election of such replacement director to fill the unexpired term of the director whom such new director is replacing, including, if necessary, calling a special meeting of shareholders of the Company and voting their Shares, or executing any written consent in lieu thereof, in favor of the election of such director.

Board Composition. (a) For as long as the Shareholders collectively own a majority of the issued and outstanding Shares, the board of directors of the Company (the “Board”) shall consist of not less than five nor more than fifteen seventeen members, with the actual number determined in accordance with the Bylaws of the Company, as in effect from time to time, and subject in all instances to this Section 2.1. As of the date of this Agreement, the Board shall initially consist of thirteen fourteen members. For so long as required by applicable Indiana law, at least one member of the Board shall be an Indiana resident. Except as otherwise provided in Section 2.1(c), no Shareholder having a right to designate any director pursuant to this Article II shall be required to designate an Indiana resident as a director pursuant to such right; provided, however, that this sentence shall in no way limit the application of the immediately preceding sentence. (b) For so long as a Shareholder (other than RMR) owns not less than 10% of the issued and outstanding Shares, such Shareholder shall have the right to designate two directors for election to the Board. (c) For so long as RMR owns not less than 10% of the issued and outstanding Shares, RMR shall have the right to designate three directors for election to the Board. For so long as RMR has the right to designate directors pursuant to the immediately preceding sentence, Indiana law requires the Board to include an Indiana resident as a director of the Company and no other Shareholder designates an Indiana resident as a director of the Company, RMR shall designate at least one Indiana resident to be a director. (d) Each Shareholder will vote, execute and deliver written consents and take all other necessary action (including, if necessary, causing the Company to call a special meeting of shareholders of the Company) in favor of the election of each director designated by a Shareholder in accordance with this Article II and otherwise to ensure that the composition of the Board is at all times as set forth in this Article II. Each Shareholder agrees that it will not vote any of its Shares in favor of removal of any director designated by another Shareholder unless such other Shareholder shall have consented to such removal in writing. Each Shareholder agrees to cause to be called, if necessary, a special meeting of shareholders of the Company and to vote all the Shares owned by such Shareholder for, or to take all actions in lieu of any such meeting necessary to cause, the removal of any director designated by such Shareholder if the Shareholder entitled to designate such director requests in writing, signed by such Shareholder, such director’s removal for any reason or no reason. (e) If, as a result of death, disability, retirement, resignation, removal or otherwise, there shall exist or occur any vacancy with respect to any director previously designated by a Shareholder in accordance with such Shareholder’s right under this Article II to so designate such director, such Shareholder shall have the right to designate a replacement director. Upon such designation, the Shareholders shall promptly take all action necessary to ensure the election of such replacement director to fill the unexpired term of the director whom such new director is replacing, including, if necessary, calling a special meeting of shareholders of the Company and voting their Shares, or executing any written consent in lieu thereof, in favor of the election of such director.

Board Composition. (i) Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) For as long as the Shareholders collectively own a majority of the issued and outstanding SharesThe first Preferred Director shall be designated by Fall Line Endurance Fund, the board of directors of the Company LP (the “BoardFall Line”) shall consist of not less than five nor more than fifteen members, with the actual number determined in accordance with the Bylaws of the Company, as in effect from time to time, and subject in all instances to this Section 2.1. As of the date of this Agreement, the Board shall initially consist of thirteen members. For for so long as required by applicable Indiana lawsuch Stockholder and its Affiliates continue to own any shares of Preferred Stock, at least one member of the Board which individual shall initially be an Indiana resident. Except as otherwise provided in Section 2.1(c), no Shareholder having a right to designate any director pursuant to this Article II shall be required to designate an Indiana resident as a director pursuant to such right; provided, however, that this sentence shall in no way limit the application of the immediately preceding sentence▇▇▇▇ ▇’▇▇▇▇▇. (b) For The second Preferred Director shall be designated by S2G Builders Food & Agriculture Fund III, L.P. (“S2G”) for so long as a Shareholder (other than RMR) owns not less than 10% such Stockholder and its Affiliates continue to own any shares of the issued and outstanding SharesPreferred Stock, such Shareholder which individual shall have the right to designate two directors for election to the Boardinitially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. (c) For so long as RMR owns not less than 10% of Fall Line and S2G, by mutual agreement, shall designate the issued and outstanding Shares, RMR shall have Person with the right to designate three directors for election to the Board. For so long as RMR has the right to designate directors third Preferred Director pursuant to this Agreement (the immediately preceding sentence“Designating Party”), Indiana law requires provided that if not then a party to this agreement the Board to include an Indiana resident as Designating Party shall execute a director counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of the Company doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and no other Shareholder designates an Indiana resident as a director of the Company, RMR S2G. There shall designate at least one Indiana resident to initially be a directorvacancy for the third Preferred Director. (d) Each Shareholder will voteThe CEO Director initially be ▇▇▇▇▇▇ ▇▇▇▇▇, execute and deliver written consents and take all other necessary action (including, provided that if necessary, causing for any reason the Company CEO Director shall cease to call a special meeting of shareholders serve as the Chief Executive Officer of the Company) in favor , each of the election of each director designated by Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a Shareholder in accordance with this Article II and otherwise to ensure that the composition member of the Board is at all times and (ii) to elect as set forth in this Article II. Each Shareholder agrees that it will not vote any of its Shares in favor of removal of any director designated such person’s replacement as the new CEO Director the individual approved by another Shareholder unless such other Shareholder shall have consented to such removal in writing. Each Shareholder agrees to cause to be called, if necessary, a special meeting of shareholders of the Company and to vote all Board as the Shares owned by such Shareholder for, or to take all actions in lieu of any such meeting necessary to cause, the removal of any director designated by such Shareholder if the Shareholder entitled to designate such director requests in writing, signed by such Shareholder, such director’s removal for any reason or no reasonreplacement Chief Executive Officer. (e) If, as The Independent Director shall initially be a result of death, disability, retirement, resignation, removal or otherwise, there shall exist or occur any vacancy with respect to any director previously person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a Shareholder majority of the aggregate principal amount of the Notes (the “Noteholder Majority”). To the extent that any of clauses (i) (a) through (e) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with such Shareholder’s right under this Article II the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to so designate such directorvote thereon in accordance with, such Shareholder shall have the right to designate a replacement director. Upon such designationand pursuant to, the Shareholders Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall promptly take all action necessary to ensure the election be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such replacement director to fill the unexpired term of the director whom such new director is replacingPerson, including, if necessarywithout limitation, calling a special meeting any general partner, managing member, officer or director of shareholders of the Company and voting their Sharessuch Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or executing any written consent in lieu thereofshares the same management company with, in favor of the election of such directorPerson.