Common use of Classes of Directors Clause in Contracts

Classes of Directors. (a) The Board of Directors of the Corporation shall be divided into three classes, designated Class I, Class II and Class III. Each class of directors shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors of the Corporation. The Board of Directors is hereby authorized to assign members of the Board of Directors already in office to such classes effective upon the filing with the Secretary of State of the Certificate of Amendment to this Amended and Restated Certificate of Incorporation that provides for the inclusion of this Article 15 in this Amended and Restated Certificate of Incorporation (the “Article 15 Effective Time”); provided, that each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ shall be in separate classes. The terms of the initial Class I directors shall expire at the first annual meeting of stockholders to be held after the Article 15 Effective Time; the terms of the initial Class II directors shall expire at the second annual meeting of stockholders to be held after the Article 15 Effective Time; and the terms of the initial Class III directors shall expire at the third annual meeting of stockholders to be held after the Article 15 Effective Time. (b) At each annual meeting of stockholders, successors to the class of directors whose terms expire at that annual meeting shall be elected for a three-year term. (c) A director shall hold office until the annual meeting of stockholders for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. (d) From the Article 15 Effective Time until the Supermajority Expiration Time, the Corporation shall not amend, modify or repeal this Section 15.2 unless such amendment, modification or repeal is approved by the affirmative vote or consent of the holders of at least two-thirds of the voting power of the Corporation, voting as a single class.”

Classes of Directors. (a) The Board of Directors of the Corporation corporation shall be divided into three classes, designated Class I, Class II and Class III. Each class of directors shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board board of Directors directors of the Corporationcorporation. The Board of Directors is hereby authorized to assign members of the Board of Directors already in office to such classes effective upon Upon the filing with the Secretary of State of the Certificate of Amendment to this Amended and Restated Certificate of Incorporation that provides for the inclusion of this Article 15 13 in this Amended and Restated Certificate of Incorporation (the “Article 15 13 Effective Time”); provided, that each the Board of Directors shall consist of the members appointed to the following classes: Class I: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ and ▇. ▇▇▇▇▇▇▇▇▇▇▇ Class II: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, W. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Class III: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ shall be in separate classes▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇ The terms of the initial Class I directors shall expire at the first annual meeting of stockholders shareholders to be held after the Article 15 13 Effective Time; the terms of the initial Class II directors shall expire at the second annual meeting of stockholders shareholders to be held after the Article 15 13 Effective Time; and the terms of the initial Class III directors shall expire at the third annual meeting of stockholders shareholders to be held after the Article 15 13 Effective Time. (b) At each annual meeting of stockholdersshareholders, successors to the class of directors whose terms expire at that annual meeting shall be elected for a three-year term. (c) A director shall hold office until the annual meeting of stockholders shareholders for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. (d) Any vacancy on the Board of Directors of the corporation may be filled by a majority of the Board of Directors then in office and any director elected to fill such a vacancy shall have the same remaining term as that of his or her predecessor. (e) From the Article 15 13 Effective Time until the Supermajority Expiration Time, the Corporation corporation shall not amend, modify or repeal this Section 15.2 13.2 unless such amendment, modification or repeal is approved by the affirmative vote or consent those members of the holders of at least two-thirds ▇▇▇▇▇▇▇▇▇ Family Group who hold a majority of the voting power total shares of common stock of the Corporationcorporation held by the ▇▇▇▇▇▇▇▇▇ Family Group.” SECOND: That in lieu of a meeting and vote of stockholders, voting as a single classthe stockholders have given their written consent to this amendment in accordance with the provisions of Section 228 of the DGCL.”

Classes of Directors. (a) The Board of Directors of the Corporation shall be divided into three classes, designated Class I, Class II and Class III. Each class of directors shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors of the Corporation. The Board of Directors is hereby authorized to assign members of the Board of Directors already in office to such classes effective upon the filing with the Secretary of State of the Certificate of Amendment to this Amended and Restated Certificate of Incorporation that provides for the inclusion of this Article 15 in this Amended and Restated Certificate of Incorporation (the “Article 15 Effective Time”); provided, that each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ shall be in separate classes. The terms of the initial Class I directors shall expire at the first annual meeting of stockholders shareholders to be held after the Article 15 Effective Time; the terms of the initial Class II directors shall expire at the second annual meeting of stockholders shareholders to be held after the Article 15 Effective Time; and the terms of the initial Class III directors shall expire at the third annual meeting of stockholders shareholders to be held after the Article 15 Effective Time. (b) At each annual meeting of stockholdersshareholders, successors to the class of directors whose terms expire at that annual meeting shall be elected for a three-year term. (c) A director shall hold office until the annual meeting of stockholders shareholders for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. (d) From the Article 15 Effective Time until the Supermajority Expiration Time, the Corporation shall not amend, modify or repeal this Section 15.2 unless such amendment, modification or repeal is approved by the affirmative vote or consent those members of the holders of at least two-thirds ▇▇▇▇▇▇▇▇▇ Family Group who hold a majority of the voting power total shares of Common Stock of the Corporation, voting as a single classCorporation held by the ▇▇▇▇▇▇▇▇▇ Family Group.”