Common use of Initial Board of Directors Clause in Contracts

Initial Board of Directors. (a) Initially, and until the next meeting of stockholders, the Board shall consist of the following directors: J▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Each initial director shall hold his office until the 1999 annual meeting of stockholders of the Company (or a special meeting of stockholders in lieu thereof) and until his successor is duly elected and qualified or until his earlier resignation or removal. Each Capital Stockholder agrees to vote all of its shares of Common Stock and use its best efforts to elect to the Board at the 1999 annual meeting of stockholders of the Company and subsequent annual meetings or at any special stockholders' meeting at which directors are to be elected (except as otherwise provided in this Section 2.3) two directors to be designated by Hospitality Partners, and one director to be designated by Five Arrows; provided that each such director designated pursuant to this Section 2.3(a) is reasonably acceptable to the Capital Stockholder not designating such director. Each Capital Stockholder agrees to take all actions necessary to vote all of its shares of Common Stock and use its best efforts to elect a successor to such director designated by the Capital Stockholder or Capital Stockholders that designated such former director; provided that such successor is reasonably acceptable to the non-designating Capital Stockholder. Except as otherwise provided herein and subject to the rights of holders of one or more classes or series of Preferred Stock to elect or remove one or more directors, any director or the entire Board may be removed from office at any time with cause by the affirmative vote of a majority of the votes of all shares of capital stock of the Company then outstanding entitled to vote in the election of directors, voting as a single class. Any director shall be removed upon a showing of cause by a Capital Stockholder that did not designate such director reasonably satisfactory to the Capital Stockholder that designated such director, and the designating Capital Stockholder agrees to take all actions necessary to vote all of its shares of Common Stock and use its best efforts to remove such director. (b) Notwithstanding the preceding paragraphs of this Section 2.3, (i) if an Event of Default (as defined in the Articles Supplementary designating the Class A Preferred Stock ) shall have occurred and the holders of Class A Preferred Stock elect, under the Articles Supplementary classifying such class, the remedy of designating two (2) additional directors, the number of directors constituting the Board shall be increased by two (2) directors, and the holders of shares of Class A Preferred Stock voting as a single class shall be entitled to elect the two additional directors to serve on the Board until no Event of Default is continuing (at which time the holders of Class A Preferred Stock shall vote to remove such additional directors) or (ii) if Hospitality Partners is the Defaulting Stockholder in connection with a Defaulted Capital Commitment, the number of directors constituting the Board shall be increased by two (2) directors, and the holders of shares of Class A Preferred Stock voting as a single class shall be entitled to elect the two additional directors to serve on the Board as a permanent and fixed right of the Class A Preferred Stock; provided that such right shall terminate (at which time the holders of Class A Preferred Stock shall vote to remove such additional directors) if Hospitality Partners pays the Increased Capital Commitment in accordance with Section 1.4. Any director elected to the Board by the holders of Class A Preferred Stock shall be removed, with or without cause, only by the affirmative vote of a majority of votes of all shares of Class A Preferred Stock then outstanding entitled to vote thereon or in accordance with the provisions of the Articles Supplementary of such preferred stock.

Initial Board of Directors. (a) Initially, and until the next meeting of stockholders, the Board shall consist of the following directors: J▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ M▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Each initial director shall hold his office until the 1999 annual meeting of stockholders of the Company (or a special meeting of stockholders in lieu thereof) and until his successor is duly elected and qualified or until his earlier resignation or removal. Each Capital Stockholder agrees to vote all of its shares of Common Stock and use its best efforts to elect to the Board at the 1999 annual meeting of stockholders of the Company and subsequent annual meetings or at any special stockholders' meeting at which directors are to be elected (except as otherwise provided in this Section 2.3) two directors to be designated by Hospitality Partners, and one director to be designated by Five Arrows; provided that each such director designated pursuant to this Section 2.3(a) is reasonably acceptable to the Capital Stockholder not designating such director. Each Capital Stockholder agrees to take all actions necessary to vote all of its shares of Common Stock and use its best efforts to elect a successor to such director designated by the Capital Stockholder or Capital Stockholders that designated such former director; provided that such successor is reasonably acceptable to the non-designating Capital Stockholder. Except as otherwise provided herein and subject to the rights of holders of one or more classes or series of Preferred Stock to elect or remove one or more directors, any director or the entire Board may be removed from office at any time with cause by the affirmative vote of a majority of the votes of all shares of capital stock of the Company then outstanding entitled to vote in the election of directors, voting as a single class. Any director shall be removed upon a showing of cause by a Capital Stockholder that did not designate such director reasonably satisfactory to the Capital Stockholder that designated such director, and the designating Capital Stockholder agrees to take all actions necessary to vote all of its shares of Common Stock and use its best efforts to remove such director. (b) Notwithstanding the preceding paragraphs of this Section 2.3, (i) if an Event of Default (as defined in the Articles Supplementary designating the Class A Preferred Stock ) shall have occurred and the holders of Class A Preferred Stock elect, under the Articles Supplementary classifying such class, the remedy of designating two (2) additional directors, the number of directors constituting the Board shall be increased by two (2) directors, and the holders of shares of Class A Preferred Stock voting as a single class shall be entitled to elect the two additional directors to serve on the Board until no Event of Default is continuing (at which time the holders of Class A Preferred Stock shall vote to remove such additional directors) or (ii) if Hospitality Partners is the Defaulting Stockholder in connection with a Defaulted Capital Commitment, the number of directors constituting the Board shall be increased by two (2) directors, and the holders of shares of Class A Preferred Stock voting as a single class shall be entitled to elect the two additional directors to serve on the Board as a permanent and fixed right of the Class A Preferred Stock; provided that such right shall terminate (at which time the holders of Class A Preferred Stock shall vote to remove such additional directors) if Hospitality Partners pays the Increased Capital Commitment in accordance with Section 1.4. Any director elected to the Board by the holders of Class A Preferred Stock shall be removed, with or without cause, only by the affirmative vote of a majority of votes of all shares of Class A Preferred Stock then outstanding entitled to vote thereon or in accordance with the provisions of the Articles Supplementary of such preferred stock.