Common use of Composition of Board of Directors Clause in Contracts

Composition of Board of Directors. Between the Effective Date and the date upon which the Illini operating agreement is next amended, the Board of Directors will be composed of the current initial directors and three (3) advisory directors who shall be appointed by Rawhide. Beginning upon the date upon which the Illini operating agreement is next amended, the directors appointed by Rawhide shall become actual directors with all of the rights of the other Illini directors and any quorum required for the Illini board of directors to thereafter take action shall require the presence of at least one director appointed by Rawhide. Provided, however, that if Illini gives the Rawhide appointed directors notice of two consecutive director meetings as provided in the Illini operating agreement, and at least one Rawhide appointed director does not attend either meeting, personally or telephonically, then thereafter no Rawhide appointed director shall necessarily be required for purposes of a quorum. Notwithstanding the foregoing, the Rawhide appointed directors shall continue to be counted toward the minimum quorum requirement. Following the Escrow Closing Date, the Board will be composed of a total of nine (9) directors, four (4) of whom will be appointed by the initial directors of Illini to represent the Seed Capital Investors (the “Illini Appointed Directors”), and five (5) of whom will be appointed by Rawhide (the “Rawhide Appointed Directors”). Once appointed, a director may only be removed “for cause,” and an individual who has previously been removed for cause shall not at any time thereafter be eligible to serve as a director of Illini. The Illini Appointed Directors shall serve until the first special or annual meeting of the members following the date on which substantial operations of the Illini ethanol plant commence. After the expiration of the initial terms of the Illini Appointed Directors, four (4) directors shall be elected by the members for staggered terms of three (3) years at the first special or annual meeting; provided however, that Rawhide shall not be entitled to vote for the election of any directors that the members are entitled to elect. The five (5) Rawhide Appointed Directors shall not be elected by the members and shall continue to be appointed by and serve at the pleasure of Rawhide. Additionally, the Illini directors, as elected by the members, shall annually appoint a member, from among themselves, to the board of directors of Rawhide. ▇▇▇▇▇▇ ▇▇▇▇▇ shall be the first director so appointed. If ▇▇▇▇▇▇ ▇▇▇▇▇ resigns, the directors of Illini, as elected by the members, shall then appoint a successor. Once appointed to the Rawhide board of directors, that director may be removed “for cause,” and an individual who has previously been removed for cause shall not at any time thereafter be eligible to serve as a director of Rawhide.

Composition of Board of Directors. Between the Effective Date and the date upon which the Illini operating agreement is next amended, (a) The Parties hereby agree that the Board of Directors will be composed of the current initial directors and three (3) advisory directors who shall be appointed by Rawhide. Beginning upon the date upon which the Illini operating agreement is next amended, the directors appointed by Rawhide shall become actual directors with all of the rights of the other Illini directors and any quorum required for the Illini board of directors to thereafter take action shall require the presence of at least one director appointed by Rawhide. Provided, however, that if Illini gives the Rawhide appointed directors notice of two consecutive director meetings as provided in the Illini operating agreement, and at least one Rawhide appointed director does not attend either meeting, personally or telephonically, then thereafter no Rawhide appointed director shall necessarily be required for purposes of a quorum. Notwithstanding the foregoing, the Rawhide appointed directors shall continue to be counted toward the minimum quorum requirement. Following the Escrow Closing Date, the Board will be composed of a total of nine (9) directors, four (4) of whom will be appointed by the initial directors of Illini to represent the Seed Capital Investors Company (the “Illini Appointed Board of Directors”), and five (5) shall consist of whom will be appointed by Rawhide (the “Rawhide Appointed Directors”). Once appointed, a director may only be removed “for cause,” and an individual who has previously been removed for cause shall not at any time thereafter be eligible to serve as a director of Illini. The Illini Appointed Directors shall serve until the first special or annual meeting of the members following the date on which substantial operations of the Illini ethanol plant commence. After the expiration of the initial terms of the Illini Appointed Directors, four (4) directors (each a “Board Member”), having a term of office up to three years or until the resignation or removal of such Board Member in accordance with this Agreement. KRD Kurdoğlu shall have the right to nominate and appoint three (3) Board Members to the Board of Directors and Cartesian shall have the right to nominate and appoint one (1) Board Member to the Board of Directors; provided, however, that (i) if KRD Kurdoğlu fails to fund the Redeemable Share Price payable by it pursuant to Section 2(a) of the Subscription Agreement, KRD Kurdoğlu shall not be entitled to nominate or appoint any Board Members to the Board of Directors and Cartesian shall have the right to nominate and appoint four (4) Board Members to the Board of Directors, in each case unless and until KRD Kurdoğlu funds the Redeemable Share Price payable by it pursuant to Section 2(b) of the Subscription Agreement, in which case KRD Kurdoğlu shall thereafter be entitled to nominate and appoint one (1) Board Member to the Board of Directors and Cartesian shall thereafter be entitled to nominate and appoint three (3) Board Members to the Board of Directors; and (ii) if KRD Kurdoğlu funds the Redeemable Share Price payable by it pursuant to Section 2(a) of the Subscription Agreement but fails to fund the Redeemable Share Price payable by it pursuant to Section 2(b) of the Subscription Agreement, KRD Kurdoğlu shall no longer be entitled to nominate and appoint three (3) Board Members to the Board of Directors and thereafter shall be entitled to nominate and appoint one (1) Board Member to the Board of Directors and Cartesian shall thereafter be entitled to nominate and appoint three (3) Board Members to the Board of Directors. For the avoidance of doubt Cartesian shall be entitled to appoint three (3) Board Members to the Board of Directors during the periods when KRD Kurdoğlu is entitled to appoint only one (1) Board Member to the Board of Directors. Upon the issuance of the Bonus Shares to KRD Kurdoğlu and so long as KRD Kurdoğlu retains such shares, KRD Kurdoğlu shall be entitled to appoint one (1) Board Member to the Board of Directors in the event it has no other representative on the Board of Directors. (b) Each Shareholder agrees to vote, or cause to be voted its Shares, now or hereafter owned, whether beneficially or otherwise, in the affirmative for the election of all Board Members designated and nominated by each of KRD Kurdoğlu and Cartesian in accordance with Article 3.1(a) (each of which shall be the “Nominating Holder”). (c) In case of a vacancy in any of the Board of Directors due to resignation, death, expiry of term or any other reasons, the new Board Member to fill in such vacancy may only be nominated by the Nominating Holder entitled to nominate such Board Member pursuant to the provisions of Article 3.1(a) and the Board of Directors shall appoint such nominee to fill the vacancy pending election of such nominee by Shareholders in accordance with the Memorandum and Articles. Subject to approval of such nominee’s appointment by the Shareholders, the nominee Board Member shall serve for the remaining term of office of his or her predecessor. (d) The chairman (“Chairman”) and vice chairman of the Board of Directors shall be elected by the members for staggered terms Board of three Directors by simple majority. The Chairman shall not have a casting vote; in other words, the Chairman shall only be entitled to one vote on any matter voted on by the Board of Directors and shall not have any special rights. (3e) years at the first special or annual meeting; provided however, that Rawhide Board Member shall not be entitled to vote receive any compensation for their services on the election Board of any directors that Directors. (f) Cartesian’s Board Member on the members are Board of Directors shall be entitled to electthe same level of access to the Company’s books, records, information, facilities, management and advisors as the other members of the Board of Directors. The five (5) Rawhide Appointed In furtherance of the foregoing, the Company and KRD Kurdoğlu shall ensure that Cartesian’s Board Member on the Board of Directors shall not be elected by the members receive all financial and shall continue to be appointed by and serve at the pleasure of Rawhide. Additionally, the Illini directors, as elected by the members, shall annually appoint a member, from among themselves, operating reports (in English) provided to the board other members of directors the Board of Rawhide. ▇▇▇▇▇▇ ▇▇▇▇▇ shall be the first director so appointed. If ▇▇▇▇▇▇ ▇▇▇▇▇ resigns, the directors of Illini, Directors as elected by the members, shall then appoint a successor. Once appointed and when such materials are sent to the Rawhide board of directors, that director may be removed “for cause,” and an individual who has previously been removed for cause shall not at any time thereafter be eligible to serve as a director of Rawhidethem.

Composition of Board of Directors. Between the Effective Date and the date upon which the Illini operating agreement is next amended, (a) The Parties hereby agree that the Board of Directors will be composed of the current initial directors and three (3) advisory directors who shall be appointed by Rawhide. Beginning upon the date upon which the Illini operating agreement is next amended, the directors appointed by Rawhide shall become actual directors with all of the rights of the other Illini directors and any quorum required for the Illini board of directors to thereafter take action shall require the presence of at least one director appointed by Rawhide. Provided, however, that if Illini gives the Rawhide appointed directors notice of two consecutive director meetings as provided in the Illini operating agreement, and at least one Rawhide appointed director does not attend either meeting, personally or telephonically, then thereafter no Rawhide appointed director shall necessarily be required for purposes of a quorum. Notwithstanding the foregoing, the Rawhide appointed directors shall continue to be counted toward the minimum quorum requirement. Following the Escrow Closing Date, the Board will be composed of a total of nine (9) directors, four (4) of whom will be appointed by the initial directors of Illini to represent the Seed Capital Investors Company (the “Illini Appointed Board of Directors”), and five (5) shall consist of whom will be appointed by Rawhide (the “Rawhide Appointed Directors”). Once appointed, a director may only be removed “for cause,” and an individual who has previously been removed for cause shall not at any time thereafter be eligible to serve as a director of Illini. The Illini Appointed Directors shall serve until the first special or annual meeting of the members following the date on which substantial operations of the Illini ethanol plant commence. After the expiration of the initial terms of the Illini Appointed Directors, four (4) directors (each a “Board Member”), having a term of office up to three years or until the resignation or removal of such Board Member in accordance with this Agreement. KRD Kurdoğlu shall have the right to nominate and appoint three (3) Board Members to the Board of Directors and Cartesian shall have the right to nominate and appoint one (1) Board Member to the Board of Directors; provided, however, that (i) if KRD Kurdoğlu fails to fund the Redeemable Share Price payable by it pursuant to Section 2(a) of the Subscription Agreement, KRD Kurdoğlu shall not be entitled to nominate or appoint any Board Members to the Board of Directors and Cartesian shall have the right to nominate and appoint four (4) Board Members to the Board of Directors, in each case unless and until KRD Kurdoğlu funds the Redeemable Share Price payable by it pursuant to Section 2(b) of the Subscription Agreement, in which case KRD Kurdoğlu shall thereafter be entitled to nominate and appoint one (1) Board Member to the Board of Directors and Cartesian shall thereafter be entitled to nominate and appoint three (3) Board Members to the Board of Directors; and (ii) if KRD Kurdoğlu funds the Redeemable Share Price payable by it pursuant to Section 2(a) of the Subscription Agreement but fails to fund the Redeemable Share Price payable by it pursuant to Section 2(b) of the Subscription Agreement, KRD Kurdoğlu shall no longer be entitled to nominate and appoint three (3) Board Members to the Board of Directors and thereafter shall be entitled to nominate and appoint one (1) Board Member to the Board of Directors and Cartesian shall thereafter be entitled to nominate and appoint three (3) Board Members to the Board of Directors. For the avoidance of doubt Cartesian shall be entitled to appoint three (3) Board Members to the Board of Directors during the periods when KRD Kurdoğlu is entitled to appoint only one (1) Board Member to the Board of Directors. Upon the issuance of the Bonus Shares to KRD Kurdoğlu and so long as KRD Kurdoğlu retains such shares, KRD Kurdoğlu shall be entitled to appoint one (1) Board Member to the Board of Directors in the event it has no other representative on the Board of Directors. (b) Each Shareholder agrees to vote, or cause to be voted its Shares, now or hereafter owned, whether beneficially or otherwise, in the affirmative for the election of all Board Members designated and nominated by each of KRD Kurdoğlu and Cartesian in accordance with Article 3.1 (a) (each of which shall be the “Nominating Holder”). (c) In case of a vacancy in any of the Board of Directors due to resignation, death, expiry of term or any other reasons, the new Board Member to fill in such vacancy may only be nominated by the Nominating Holder entitled to nominate such Board Member pursuant to the provisions of Article 3.1(a) and the Board of Directors shall appoint such nominee to fill the vacancy pending election of such nominee by Shareholders in accordance with the Memorandum and Articles. Subject to approval of such nominee’s appointment by the Shareholders, the nominee Board Member shall serve for the remaining term of office of his or her predecessor. (d) The chairman (“Chairman”) and vice chairman of the Board of Directors shall be elected by the members for staggered terms Board of three Directors by simple majority. The Chairman shall not have a casting vote; in other words, the Chairman shall only be entitled to one vote on any matter voted on by the Board of Directors and shall not have any special rights. (3e) years at the first special or annual meeting; provided however, that Rawhide Board Member shall not be entitled to vote receive any compensation for their services on the election Board of any directors that Directors. (f) Cartesian’s Board Member on the members are Board of Directors shall be entitled to electthe same level of access to the Company’s books, records, information, facilities, management and advisors as the other members of the Board of Directors. The five (5) Rawhide Appointed In furtherance of the foregoing, the Company and KRD Kurdoğlu shall ensure that Cartesian’s Board Member on the Board of Directors shall not be elected by the members receive all financial and shall continue to be appointed by and serve at the pleasure of Rawhide. Additionally, the Illini directors, as elected by the members, shall annually appoint a member, from among themselves, operating reports (in English) provided to the board other members of directors the Board of Rawhide. ▇▇▇▇▇▇ ▇▇▇▇▇ shall be the first director so appointed. If ▇▇▇▇▇▇ ▇▇▇▇▇ resigns, the directors of Illini, Directors as elected by the members, shall then appoint a successor. Once appointed and when such materials are sent to the Rawhide board of directors, that director may be removed “for cause,” and an individual who has previously been removed for cause shall not at any time thereafter be eligible to serve as a director of Rawhidethem.

Composition of Board of Directors. Between (a) The Company agrees that it will, concurrently herewith, duly adopt a resolution to increase the Effective Date and the date upon which the Illini operating agreement is next amended, size of the Board of Directors will be composed to seven (7) members pursuant to Article II, Section 2 of the current initial directors Company's By-Laws and three (3) advisory directors who shall be appointed by Rawhide. Beginning upon to appoint as Class I Directors of the date upon which Company pursuant to Article II, Section 3 of the Illini operating agreement is next amendedCompany's By-Laws, the directors appointed by Rawhide shall become actual directors with all Atticus Designees. The Company further agrees that it will not, prior to the 1999 Annual Meeting, take any action to increase the size of the rights Board of the other Illini directors and any quorum required for the Illini board of directors Directors to thereafter take action shall require the presence of at least one director appointed by Rawhide. Provided, however, more than seven (7) members. (b) The Company agrees that if Illini gives the Rawhide appointed directors notice of two consecutive director meetings as provided in the Illini operating agreement, and at least one Rawhide appointed director does not attend either meeting, personally or telephonically, then thereafter no Rawhide appointed director shall necessarily be required for purposes of a quorum. Notwithstanding the foregoing, the Rawhide appointed directors shall continue to be counted toward the minimum quorum requirement. Following the Escrow Closing Date, the Board will be composed of a total of nine (9) directors, four (4) of whom will be appointed by the initial directors of Illini to represent the Seed Capital Investors (the “Illini Appointed Directors”), and five (5) of whom will be appointed by Rawhide (the “Rawhide Appointed Directors”). Once appointed, a director may only be removed “for cause,” and an individual who has previously been removed for cause shall not at any time thereafter an Atticus Designee (including Messrs. Barakett and Good▇▇▇ ▇▇ their successors) shall leave his position on the Board of Directors, whether through resignation or otherwise, other than a result of the failure of such Atticus Designee to be eligible to serve elected as a director member of Illini. The Illini Appointed the Company's Board of Directors shall serve until the first special or annual at a duly called and held meeting of the members following Company's stockholders, the date on which substantial operations Stockholder shall have the power to nominate the successor of such departing Atticus Designee to serve out the remainder of the Illini ethanol plant commenceterm of such departing Atticus Designee. After Upon such nomination, the expiration Chairman of the initial terms Board shall call a meeting of the Illini Appointed Directors, four (4) directors shall be elected by Board of Directors for the members for staggered terms purpose of three (3) years at appointing such nominee and the first special or annual meeting; provided however, that Rawhide shall not be entitled remaining Atticus Designee and the Continuing Directors agree to vote for the election of any directors that the members are entitled to elect. The five (5) Rawhide Appointed Directors shall not be elected by the members and shall continue to be appointed by and serve at the pleasure of Rawhide. Additionally, the Illini directors, as elected by the members, shall annually appoint a member, from among themselves, such nominee to the board Board of directors of Rawhide. Directors. (c) The Atticus Designees and the Stockholder agree that if at any time a Continuing Director (including Messrs. Cox, Schwartz, Moor▇ ▇▇ O'Do▇▇▇▇▇ ▇▇ Ms. ▇▇▇▇▇▇ ▇▇▇ their successors) shall leave his or her position on the Board of Directors, whether through resignation or otherwise, other than a result of the failure of such Continuing Director to be elected as a member of the Company's Board of Directors at a duly called and held meeting of the Company's stockholders, the Continuing Directors, acting by majority vote, shall have the power to nominate designate the successor of such departing Continuing Director to serve out the remainder of the term of such departing Continuing Director. Upon such nomination, the Chairman of the Board shall call a meeting of the Board of Directors for the purpose of appointing such nominee and the Atticus Designees and the Continuing Directors agree to vote to appoint such nominee to the Board of Directors. (d) Each of the Atticus Designees and the Stockholder hereby agrees (i) to cooperate with the Company in the preparation of its proxy statement relating to the 1998 Meeting in accordance with the 1934 Act and the rules and regulations under the 1934 Act and (ii) promptly to provide the Company with any and all information required or necessary pursuant to Schedule 14A of Rule 14a-101 promulgated under the 1934 Act. (e) The Company agrees that the Board of Directors shall establish a committee of the Board of Directors (the "Strategic Committee") pursuant to Article II, Section 12 of the ByLaws of the Company to consist of two (2) directors, which initially shall be Timo▇▇▇ shall be the first director so appointed▇. If ▇▇▇▇▇▇▇▇ (▇▇e "Atticus Representative") and Alan ▇. ▇▇▇▇▇▇▇▇ resigns, the directors (▇▇e "Continuing Board Representative"). The Board of Illini, as elected by the members, Directors shall then appoint a successor. Once appointed delegate to the Rawhide board Strategic Committee the exclusive power and authority to (i) control and/or oversee the negotiation, preparation and performance of directorsany agreement with respect to a sale, merger or other business combination involving the Company (a "Sale Transaction") and provide a recommendation to the full Board of Directors concerning any potential Sale Transaction, provided that director may be removed “for cause,” and an individual who has previously been removed for cause the Company shall not at in any time thereafter be eligible event enter into a definitive agreement with respect to serve as a director Sale Transaction without the approval of Rawhide.the full Board of Directors and (ii) review and evaluate the Company's executive officers in light of the Company's strategic needs and objectives and take action in connection therewith, including entering into,