Common use of Nomination of Directors Clause in Contracts

Nomination of Directors. Subject to Section 2.1(e), each Stockholder agrees with the Company that it shall: (i) appear in person or by proxy at each annual meeting or special meeting of the stockholders of the Company at which Directors are to be elected for the purposes of obtaining a quorum; (ii) at each such stockholders’ meeting, vote, in person or by proxy, all of the Voting Securities owned by it on the date of such meeting in favor of election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company; and (iii) in any action by written consent of the holders of Voting Securities for the purpose of electing Directors, consent to election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company: (i) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC; (ii) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; and (iii) one (1) Person designated as a nominee for election to the Board (who shall be an independent director within the meaning of the NASDAQ listing standards) by Holding LLC with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b), then the Company will provide written notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights of each of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as set forth in this Section 2.1(b) are personal to each of Holdings LLC and the FTI Nominating Committee and may not be exercised by any Transferee, except that in the event Holding LLC no longer holds any Common Stock but its Affiliates continue to hold Common Stock Transferred by Holding LLC to such Affiliates (whether directly or by Transfers through other Affiliates of Holding LLC), and such rights have not been terminated pursuant to Section 2.1(e), the rights of Holdings LLC to designate nominees pursuant to this Section 2.1(b) may be exercised by the Affiliates of Holding LLC to which such Common Stock was Transferred.

Nomination of Directors. Subject (a) MVII and the DSI Group shall each be entitled to Section 2.1(e)nominate, each Stockholder agrees with from time to time, the members of the Board of Directors of the Company. The DSI Group shall be entitled to nominate two of the total number of directors of the Company, and MVII shall be entitled to nominate the remaining number of directors. MVII and the DSI Group shall have the exclusive right to nominate any director to replace a director previously nominated by it who has vacated his or her directorship by reason of death, resignation, or removal. With respect to the nominees of MVII and the DSI Group, the Company that it shallshall be entitled to rely on written notice from E. Thom▇▇ ▇▇▇▇▇▇ ▇▇ behalf of MVII and from M.D. Davi▇ ▇▇ behalf of the DSI Group, as to the identity of each Shareholder's nominees (each of Mr. ▇▇▇▇▇▇ ▇▇▇ Mr. ▇▇▇▇▇ ▇▇ referred to herein as a "Spokesperson"). MVII and the DSI Group may change its Spokesperson by giving the Company written notice of a change in such Spokesperson, executed by a majority in interest (not in number) of the DSI Shareholders in the case of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thom▇▇ ▇▇▇▇▇▇ MVII Robe▇▇ ▇. ▇▇▇▇▇ MVII Jose▇▇ ▇. ▇▇▇▇▇▇▇▇ MVII John ▇▇▇▇▇▇▇▇ DSI Group Jose▇▇ ▇. ▇▇▇▇▇▇▇ DSI Group M.D. Davi▇ (ib) appear in person or by proxy at each annual meeting or special At least sixty (60) days prior to any meeting of the stockholders Shareholders at which an election of directors is to be held, the Company shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the Company at which Directors are persons that MVII and the DSI Group respectively wish to be elected for the purposes of obtaining a quorum; (ii) at each such stockholders’ meeting, vote, in person or by proxy, all nominate as members of the Voting Securities owned Board of Directors of the Company, which nomination may, but need not be, the persons named in paragraph (a) of this Section 1.02. Such nominations must be received by it on the Company within fifteen (15) days following the date of such meeting in favor of election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company; and (iii) in any action by written consent of the holders of Voting Securities for the purpose of electing Directors, consent to election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company: (i) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC; (ii) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; and (iii) one (1) Person designated as a nominee for election to the Board (who shall be an independent director within the meaning of the NASDAQ listing standards) by Holding LLC with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b), then the Company will provide written 's notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights of each of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as set forth in this Section 2.1(b) are personal to each of Holdings LLC and the FTI Nominating Committee and may not be exercised by any Transferee, except that in the event Holding LLC no longer holds any Common Stock but its Affiliates continue to hold Common Stock Transferred by Holding LLC to such Affiliates (whether directly or by Transfers through other Affiliates of Holding LLC), and such rights have not been terminated pursuant to Section 2.1(e), the rights of Holdings LLC to designate nominees pursuant to this Section 2.1(b) may be exercised by the Affiliates of Holding LLC to which such Common Stock was Transferredsoliciting nominations.

Nomination of Directors. Subject to Section 2.1(e), each Stockholder agrees with the Company that it shallwill: (i) appear in person or by proxy at each annual meeting or special meeting of the stockholders of the Company at which Directors are to be elected for the purposes of obtaining a quorum; (ii) at each such stockholders’ meeting, vote, in person or by proxy, all of the Voting Securities owned by it on the date of such meeting in favor of election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company; and (iii) in any action by written consent of the holders of Voting Securities for the purpose of electing Directors, consent to election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company: (i) three one individual designated as nominee for election to the Board by the Cardinal Stockholders; (3ii) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) two individuals designated as nominees for election to the Board by Holding LLCBindley Capital; (iiiii) ▇▇▇▇▇, whom the Stockholders agree to nominate, or cause to be nominated, for election to the Board; (iv) ▇▇▇▇▇▇, whom the Stockholders agree to nominate, or cause to be nominated, for election to the Board; and (v) three (3) other Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees nominated for election to the Board by the FTI Nominating Committee; and Board, each of whom must quality as an Independent Director (iii) one (1) Person designated as a nominee for election with respect to the Board (who shall be an independent director within the meaning of the NASDAQ listing standards) by Holding LLC with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b), then both the Company will provide written notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such positionand each Stockholder). The rights of each of Holdings LLC and the FTI Nominating Committee Stockholders to designate nominees for election to the Board as set forth in this Section 2.1(b2.1(b)(i) and (ii) are personal to each of Holdings LLC and the FTI Nominating Committee such Stockholders and may not be exercised by any Transferee, except that in the event Holding LLC a Stockholder no longer holds any Common Stock Shares but its Affiliates continue to hold Common Stock Transferred Shares transferred by Holding LLC such Stockholder to such Affiliates (whether directly or by Transfers through other Affiliates of Holding LLCsuch Stockholder), and such rights have not been terminated pursuant to Section 2.1(e), the rights of Holdings LLC to designate nominees pursuant to this Section 2.1(b) such Stockholder may be exercised by the Affiliates of Holding LLC such Stockholder to which such Common Stock was Shares were Transferred.

Nomination of Directors. Subject to Section 2.1(e), each Stockholder agrees Only persons who are nominated in accordance with the Company that it shall: (i) appear procedures set forth in person or by proxy these bylaws shall be eligible for election as directors. Nominations of persons for election to the board of the corporation may be made at each annual meeting or special a meeting of the stockholders of the Company shareholders at which Directors directors are to be elected for only (i) on behalf of the purposes board of obtaining a quorum; directors, by the Governance Committee of the board of directors in accordance with Article V of these bylaws and subject to paragraph (b) of Article VII of the amended and restated articles of incorporation or (ii) at each such stockholders’ meeting, vote, in person or by proxy, all any shareholder of the Voting Securities owned by it on corporation entitled to vote for the date of such meeting in favor of election of directors at the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance meeting who complies with the Bylaws and the nomination notice procedures of the Company; and (iii) in any action by written consent of the holders of Voting Securities for the purpose of electing Directors, consent to election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company: (i) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC; (ii) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; and (iii) one (1) Person designated as a nominee for election to the Board (who shall be an independent director within the meaning of the NASDAQ listing standards) by Holding LLC with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b), then the Company will provide written notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights of each of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as set forth in this Section 2.1(b11. Such nominations, other than those made by or at the direction of the board as described in clause (i) are personal above, shall be made by timely notice in writing to each the corporate secretary. To be timely, a shareholder's notice shall be delivered or mailed to and received at the principal executive office of Holdings LLC and the FTI Nominating Committee and may corporation not be exercised by any Transfereeless than 60 days prior to the date of the meeting, except provided, however, that in the event Holding LLC no longer holds any Common Stock but its Affiliates continue that less than 70 days’ notice or prior disclosure of the date of this meeting is given or made to hold Common Stock Transferred shareholders, notice by Holding LLC the shareholders to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder’s notice shall set forth (i) as to each person whom such shareholder proposes to nominate for election as a director, all information relating to such Affiliates person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (whether directly or by Transfers through other Affiliates of Holding LLCincluding such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and (ii) as to the shareholder giving the notice (a) the name and address, as they appear on the corporation’s share register, of such rights have not been terminated pursuant shareholder and (b) the class and number of shares of the corporation’s capital stock that are beneficially owned by such shareholder, and shall be accompanied by the written consent of each such person to Section 2.1(e)serve as a director of the corporation, if elected. At the rights request of Holdings LLC the board acting through the Governance Committee, any person nominated at the direction of the board by such committee for election as a director shall furnish to designate nominees pursuant the corporate secretary that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the provisions of this Section 2.1(b) may 11. The officer of the corporation or other person presiding at the meeting shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made in accordance with such provisions and, if he shall so determine, he shall so declare to the meeting and the defective nomination shall be exercised by the Affiliates of Holding LLC to which such Common Stock was Transferreddisregarded.

Nomination of Directors. Subject to Section 2.1(e), each Stockholder agrees Only persons who are nominated in accordance with the Company that it shall: following procedures shall be eligible for election as directors, except as otherwise provided in Article Eight of the Certificate of Incorporation. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation (i) appear in person or by proxy with respect to an election of directors to be held at each the annual meeting or special meeting of the stockholders of the Company at which Directors are Corporation, not later than one hundred twenty (120) days prior to be elected the anniversary date of the proxy statement for the purposes immediately preceding annual meeting of obtaining a quorum; stockholders of the Corporation, and (ii) with respect to an election of directors to be held at each such stockholders’ meeting, vote, in person or by proxy, all a special meeting of stockholders of the Voting Securities owned by it Corporation, not later than the close of business on the 10th day following the day on which such notice of the date of such the special meeting was first mailed to the Corporation’s stockholders or public disclosure of the date of the special meeting was first made, whichever first occurs. Such stockholder’s notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, all information relating to the person that is required to be disclosed in favor of solicitations for proxies for election of directors, or is otherwise required, pursuant to Regulation 14A under the following designees Securities Exchange Act of 1934, as amended (including the written consent of such person to be named in the proxy statement as a nominee and to serve as a director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Corporation’s books, of such stockholder, and (ii) the class and number of shares of capital stock of the Corporation that are beneficially owned by the stockholder. At the request of any officer of the Corporation, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation the information required to be set forth in a stockholder’s notice of nomination that pertains to the nominee. In the event that a person is validly designated as nominee to the Board and shall thereafter become unable or unwilling to stand for election to the Board pursuant of Directors, the Board of Directors or the stockholder who proposed such nominee, as the case may be, may designate a substitute nominee. Except as otherwise provided in Article Eight of the Certificate of Incorporation, no person shall be eligible to this Section 2.1(b) and serve as a director of the Corporation unless nominated in accordance with the Bylaws and the nomination procedures set forth in this Section. The chairman of the Company; meeting of stockholders shall, if the facts warrant, determine and (iii) in any action by written consent of the holders of Voting Securities for the purpose of electing Directors, consent to election of the following designees nominated for election declare to the Board pursuant to this Section 2.1(b) and meeting that a nomination was not made in accordance with the Bylaws procedures prescribed by the Bylaws, and if the chairman should so determine, the chairman shall so declare to the meeting and the defective nomination procedures shall be disregarded. Notwithstanding the foregoing provisions of this Section, a stockholder shall also comply with all applicable requirements of the Company: (i) three (3) Persons (at least one (1) Securities Exchange Act of whom shall be an independent director within 1934, as amended, and the meaning of the NASDAQ listing standards) designated as nominees for election rules and regulations thereunder with respect to the Board by Holding LLC; (ii) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; and (iii) one (1) Person designated as a nominee for election to the Board (who shall be an independent director within the meaning of the NASDAQ listing standards) by Holding LLC with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b), then the Company will provide written notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights of each of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as matters set forth in this Section 2.1(b) are personal to each of Holdings LLC and the FTI Nominating Committee and may not be exercised by any Transferee, except that in the event Holding LLC no longer holds any Common Stock but its Affiliates continue to hold Common Stock Transferred by Holding LLC to such Affiliates (whether directly or by Transfers through other Affiliates of Holding LLC), and such rights have not been terminated pursuant to Section 2.1(e), the rights of Holdings LLC to designate nominees pursuant to this Section 2.1(b) may be exercised by the Affiliates of Holding LLC to which such Common Stock was Transferred7.

Nomination of Directors. Subject to Section 2.1(e), each Stockholder agrees Only persons who are nominated in accordance with the Company that it shall: (i) appear procedures set forth in person or by proxy at each annual meeting or special meeting these By-Laws shall be eligible for election as directors. Nominations of the stockholders of the Company at which Directors are to be elected for the purposes of obtaining a quorum; (ii) at each such stockholders’ meeting, vote, in person or by proxy, all of the Voting Securities owned by it on the date of such meeting in favor of election of the following designees nominated persons for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of Directors of the Company; and (iii) in any action by written consent Corporation may be made at a meeting of the holders of Voting Securities for the purpose of electing Directors, consent stockholders at which directors are to election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company: be elected only (i) three (3) Persons (by or at least one (1) of whom shall be an independent director within the meaning direction of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC; of Directors or (ii) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning by any stockholder of the NASDAQ listing standards) designated as nominees Corporation entitled to vote for the election to of directors at the Board by the FTI Nominating Committee; and (iii) one (1) Person designated as a nominee for election to the Board (meeting who shall be an independent director within the meaning of the NASDAQ listing standards) by Holding LLC complies with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b), then the Company will provide written notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights of each of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as procedures set forth in this Section 2.1(b) are personal 9. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timely notice in writing to each the Secretary of Holdings LLC the Corporation. To be timely, a stockholder's notice shall be delivered or mailed to and received at the FTI Nominating Committee and may principal executive offices of the Corporation not be exercised by any Transfereeless than 30 days prior to the date of the meeting, except provided, however, that in the event Holding LLC no longer holds any Common Stock but its Affiliates continue that less than 40 days' notice or prior disclosure of the date of the meeting is given or made to hold Common Stock Transferred stockholders, notice by Holding LLC the stockholder to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder's notice shall set forth (i) as to each person whom such stockholder proposes to nominate for election as a director, all information relating to such Affiliates (whether directly person that is required to be disclosed in solicitations of proxies for election of directors, or by Transfers through other Affiliates of Holding LLC)is otherwise required, and such rights have not been terminated in each case pursuant to Section 2.1(eRegulation 14A under the Securities Exchange Act of 1934, as amended (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (ii) as to the stockholder giving the notice (x) the name and address, as they appear on the rights Corporation's books, of Holdings LLC such stockholder and (y) the class and number of shares of the Corporation's capital stock that are beneficially owned by such stockholder. At the request of the Board of Directors any person nominated by the Board of Directors for election as a director shall furnish to designate nominees pursuant the Secretary of the Corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Section 2.1(b) may 9. The officer of the Corporation or other person presiding at the meeting shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made in accordance with such provisions and, if he shall so determine, he shall so declare to the meeting and the defective nomination shall be exercised by the Affiliates of Holding LLC to which such Common Stock was Transferreddisregarded.

Nomination of Directors. Subject to Section 2.1(e), each Stockholder agrees Only persons who are nominated in accordance with the Company that it shall: (i) appear procedures set forth in person or by proxy at each annual meeting or special meeting the By-laws shall be eligible to serve as Directors. Nominations of the stockholders of the Company at which Directors are to be elected for the purposes of obtaining a quorum; (ii) at each such stockholders’ meeting, vote, in person or by proxy, all of the Voting Securities owned by it on the date of such meeting in favor of election of the following designees nominated persons for election to the Board pursuant to of Directors of the corporation may be made at a meeting of stockholders (a) by or at the direction of the Board of Directors or (b) by any stockholder of the corporation who is a stockholder of record at the time of giving of notice provided for in this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company; and (iii) in any action by written consent of the holders of Voting Securities for the purpose of electing Directors9, consent to election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company: (i) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC; (ii) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; and (iii) one (1) Person designated as a nominee for election to the Board (who shall be an independent director within entitled to vote for the meaning election of directors at the NASDAQ listing standards) by Holding LLC meeting and who complies with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b), then the Company will provide written notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights of each of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as procedures set forth in this Section 2.1(b) are personal 9. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to each timely notice in writing to the Secretary of Holdings LLC the corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the FTI Nominating Committee and may principal executive offices of the corporation not be exercised by any Transfereeless than 90 days; provided, except however, that in the event Holding LLC no longer holds any Common Stock but its Affiliates continue that less than 100 days' notice or prior public disclosure of the date of the meeting is given or made to hold Common Stock Transferred stockholders, notice by Holding LLC the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting or such public disclosure was made. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a Director all information relating to such Affiliates person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (whether directly or including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the corporation's books, of such stockholder and (ii) the class and number of shares of the corporation which are beneficially owned by Transfers through other Affiliates such stockholder. At the request of Holding LLC)the Board of Directors, any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary of the corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible to serve as a Director of the corporation unless nominated in accordance with the procedures set forth in this By-law. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the By-laws, and such rights have not been terminated pursuant if he should so determine, he shall so declare to Section 2.1(e), the rights meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of Holdings LLC to designate nominees pursuant to this Section 2.1(b) may be exercised by 9, a stockholder shall also comply with all applicable requirements of the Affiliates Securities Exchange Act of Holding LLC 1934, as amended, and the rules and regulations thereunder with respect to which such Common Stock was Transferredthe matters set forth in this Section.

Nomination of Directors. Subject only to Section 2.1(e)the Business Corporations Act (Ontario) (the “Act”) and the articles of the Corporation, each Stockholder agrees only persons who are nominated in accordance with the Company that it shall: following procedures shall be eligible for election as directors. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors, (a) by or at the direction of the board or an authorized officer of the Corporation, including pursuant to a notice of meeting, (b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition of the shareholders made in accordance with the provisions of the Act or (c) by any person (a “Nominating Shareholder”) (i) appear in person or by proxy who, at each annual meeting or special meeting the close of the stockholders of the Company at which Directors are to be elected for the purposes of obtaining a quorum; (ii) at each such stockholders’ meeting, vote, in person or by proxy, all of the Voting Securities owned by it business on the date of the giving of the notice provided for below in this section 3.3A and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and (ii) who complies with the notice procedures set forth below in favor of election this section 3.3: (a) In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the corporate secretary of the following designees nominated for election to Corporation at the Board pursuant to this Section 2.1(b) and principal executive offices of the Corporation in accordance with this section 3.4. (b) To be timely, a Nominating Shareholder’s notice to the Bylaws and the nomination procedures corporate secretary of the CompanyCorporation must be made (i) in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is called for a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and (iiiii) in any action by written consent the case of the holders a special meeting of Voting Securities shareholders (which is not also an annual meeting of shareholders) of shareholders called for the purpose of electing Directorsdirectors (whether or not called for other purposes), consent not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made. Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this paragraph (b). In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described above. (c) To be in proper written form, a Nominating Shareholder’s notice to the corporate secretary of the Corporation must set forth (i) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (A) the name, age, business address and residential address of the person, (B) the principal occupation(s) or employment(s) of the person, (C) the class or series and number of shares in the capital of the Corporation which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, and (D) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the following designees nominated Act and Applicable Securities Laws; and (ii) as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Corporation and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Board pursuant Act and Applicable Securities Laws. The Corporation may require any proposed nominee to this Section 2.1(bfurnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee. (d) and No person shall be eligible for election as a director unless nominated in accordance with the Bylaws and provisions of this section 3.4; provided, however, that nothing in this section 3.4 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination procedures of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Company:Act. The chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded. (e) For purposes of this section 3.4, (i) three (3) Persons (“public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC; ▇▇▇.▇▇▇▇▇.▇▇▇; and (ii) three (3) Persons (at least one (1) “Applicable Securities Laws” means the applicable securities legislation of whom shall be an independent director within each relevant province and territory of Canada, as amended from time to time, the meaning rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; and (iii) one (1) Person designated as a nominee for election to the Board (who shall be an independent director within the meaning of the NASDAQ listing standards) by Holding LLC with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b), then the Company will provide written notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights securities commission and similar regulatory authority of each province and territory of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as set forth in this Section 2.1(b) are personal to each of Holdings LLC and the FTI Nominating Committee and may not be exercised by any Transferee, except that in the event Holding LLC no longer holds any Common Stock but its Affiliates continue to hold Common Stock Transferred by Holding LLC to such Affiliates (whether directly or by Transfers through other Affiliates of Holding LLC), and such rights have not been terminated pursuant to Section 2.1(e), the rights of Holdings LLC to designate nominees pursuant to this Section 2.1(b) may be exercised by the Affiliates of Holding LLC to which such Common Stock was TransferredCanada.

Nomination of Directors. Subject (a) The Company shall cause to Section 2.1(e)be nominated for election as a Class III Director to the Board of Directors at the 2003 annual meeting of the Company's shareholders, each Stockholder agrees of (i) Kevin G. Kerns (the "Company Nominee") and (ii) Donald A. DeLoach, ▇▇ ▇▇▇ ▇▇▇▇▇▇ee of the Specified Shareholders (▇▇▇ "▇▇▇▇▇▇▇▇▇▇▇ Nominee" and, together with the Company that it shall: Nominee, the "Nominees"). The Company shall (i) appear include the Nominees in person or by the Company's proxy at each statement for the 2003 annual meeting of the Company's shareholders, and shall recommend that the Company's shareholders vote in favor of the election of the Nominees or (ii) alternatively if such Nominees are not elected at such meeting on or before July 31, 2003, take such actions as shall be necessary (including through the filling of a vacancy) to cause each Nominee to be appointed to the Board of Directors on or before July 31, 2003. (b) It is understood and agreed that nothing in this Agreement shall entitle the Specified Shareholders to any right to nominate, designate or elect a director to the Board of Directors at any time other than the 2003 annual meeting of the Company's shareholders. (c) Each Specified Shareholder shall terminate, effective immediately, any efforts to cause any nominees to be elected to the Board of Directors through a proxy solicitation or a consent solicitation with respect to the 2003 annual meeting of the Company's shareholders or otherwise (except as permitted by clause (ii) of the last sentence of Section 5) during the term of this Agreement. Each Specified Shareholder agrees to amend, promptly after the execution hereof, the Schedule 13D to reflect the matters contemplated by this Agreement. The form of such amendment to the Schedule 13D is attached hereto as Schedule II and is acceptable in form and substance to the Company. (d) The Company shall not take any action to remove the Shareholder Nominee from his position as a director without cause prior to the conclusion of his term. (e) The Specified Shareholders may present or suggest by written notice to the Company potential candidates for consideration by the Board of Directors to fill any vacancy created by reason of an increase in the number of directors on the Board of Directors (a "Board Vacancy"); provided, however, that the Board of Directors shall not be bound or obligated in any way to fill any Board Vacancy with any potential candidate presented or suggested by the Specified Shareholders. (f) In the event that (i) the Company increases the size of the Board of Directors to more than seven or (ii) any person chosen by the Board of Directors to fill a Board Vacancy shall serve as a member of any class of director other than as a Class I Director, then a Majority in Interest of the Specified Shareholders may terminate this Agreement on or after the day after the occurrence of such event by providing written notice of termination to the Company; provided, however, that any early termination of this Agreement pursuant to this Section 4(f) shall not terminate the Company's obligations under Section 4(a). (g) The Company shall present by written notice to the Specified Shareholders any potential candidates that the Company proposes to fill a Board Vacancy. John M. Kratky III, as the representative of the Specified Shareho▇▇▇▇▇, ▇▇▇ ▇▇▇t with and interview such potential candidates. If within ten business days from the date of such notice, a Majority in Interest of the Specified Shareholders fails to give the Company notice in writing that a Majority in Interest of the Specified Shareholders objects to the Company's potential candidate (an "Objection Notice"), then such potential candidate shall be deemed reasonably acceptable to a Majority in Interest of the Specified Shareholders. Any such Objection Notice (i) may only be given if the Company's potential candidate is not reasonably acceptable to a Majority in Interest of the Specified Shareholders and (ii) shall specify the reasons the Company's potential candidate was not reasonably acceptable to a Majority in Interest of the Specified Shareholders. In the event the Board of Directors fills a Board Vacancy, through appointment or election at a special meeting of the stockholders of the Company at which Directors are to be elected for the purposes of obtaining a quorum; (ii) at each such stockholders’ meeting, vote, in person or by proxy, all of the Voting Securities owned by it on the date of such meeting in favor of election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures shareholders of the Company; and (iii) , with a candidate proposed by the Company that is not reasonably acceptable to a Majority in any action by written consent Interest of the holders of Voting Securities for the purpose of electing Directors, consent to election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company: (i) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC; (ii) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; and (iii) one (1) Person designated as a nominee for election to the Board (who shall be an independent director within the meaning of the NASDAQ listing standards) by Holding LLC with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b)Specified Shareholders, then this Agreement shall terminate on the Company will provide written notice day after the filling of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If Board Vacancy with such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights of each of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as set forth in this Section 2.1(b) are personal to each of Holdings LLC and the FTI Nominating Committee and may not be exercised by any Transferee, except that in the event Holding LLC no longer holds any Common Stock but its Affiliates continue to hold Common Stock Transferred by Holding LLC to such Affiliates (whether directly or by Transfers through other Affiliates of Holding LLC), and such rights have not been terminated pursuant to Section 2.1(e), the rights of Holdings LLC to designate nominees pursuant to this Section 2.1(b) may be exercised by the Affiliates of Holding LLC to which such Common Stock was Transferredcandidate.

Nomination of Directors. Subject to Section 2.1(e), each Stockholder agrees with the Company that it shall: (i) appear in person or by proxy at each annual meeting or special meeting of the stockholders of the Company at which Directors are to be elected for the purposes of obtaining a quorum; (ii) at each such stockholders’ meeting, vote, in person or by proxy, all of the Voting Securities owned by it on the date of such meeting in favor of election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company; and (iii) in any action by written consent of the holders of Voting Securities for the purpose of electing Directors, consent to election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company: (i) three four (34) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC; (ii) three four (34) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; and (iii) one (1) Person designated as a nominee for election to the Board (who shall be an independent director within the meaning of the NASDAQ listing standards) by Holding LLC with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b), then the Company will provide written notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights of each of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as set forth in this Section 2.1(b) are personal to each of Holdings LLC and the FTI Nominating Committee and may not be exercised by any Transferee, except that in the event Holding LLC no longer holds any Common Stock but its Affiliates continue to hold Common Stock Transferred by Holding LLC to such Affiliates (whether directly or by Transfers through other Affiliates of Holding LLC), and such rights have not been terminated pursuant to Section 2.1(e), the rights of Holdings LLC to designate nominees pursuant to this Section 2.1(b) may be exercised by the Affiliates of Holding LLC to which such Common Stock was Transferred.

Nomination of Directors. (a) Subject to Section 2.1(e5.05(b), each Stockholder agrees with the Company that Fund shall not itself, nor shall it shall: initiate, suggest or otherwise encourage the Board of Directors or any other Person to, (i) appear nominate any individual as a candidate for election to the Board of Directors, or (ii) appoint any individual to fill any vacancy on the Board of Directors. The Fund shall not support, endorse or otherwise encourage the election of any candidate for election to the Board of Directors other than a candidate or candidates nominated by the Board of Directors except as set forth in person Section 5.05(b). (b) Notwithstanding the foregoing, for so long as the Fund Beneficially owns 5% or more of the issued and outstanding Capital Stock, but in no event for a period of time longer than five (5) years from the date hereof, the Fund will have the right to propose a slate of three (3) individuals from which the Board of Directors will nominate one (1) such individual to serve as a member of the Board of Directors (the "Designated Member"). If none of such proposed individuals (or any additional proposed individuals) are reasonably acceptable to the Board of Directors for election to the Board of Directors, the Board of Directors will promptly notify the Fund of such determination and the Fund will propose one or more additional individuals from which the Board of Directors will choose. Each of the individuals proposed by proxy at each annual meeting the Fund must (i) qualify as an Independent Director, (ii) not hold an elective or special meeting appointive full-time governmental office or be an employee of any governmental body or agency or have held such office in New York State or have been so employed in New York State for the prior three (3) years and (iii) acknowledge in writing that notwithstanding his or her designation by the Fund, he or she owes fiduciary duties to all stockholders to the same extent as the other members of the Board of Directors. For so long as the Fund has the rights set forth in the first sentence of this Section 5.05(b)(i), the Designated Member shall be submitted to the stockholders of the Company at for election in the manner by which Directors are a Qualified Candidate (as defined in the By-laws of the Company) is submitted to the stockholders for election by the Independent Board Majority. The Designated Member shall be elected for a Class III director whose term shall expire in 2005. For so long as the purposes Fund has the rights set forth in the first sentence of obtaining a quorum; (ii) at each such stockholders’ meeting, votethis Section 5.05(b)(i), in person the event the Designated Member resigns before the end of his or by proxy, all her term and at the end of the Voting Securities owned by it on Designated Member's term, the date of such meeting in favor of election of the following designees nominated for election Fund shall be entitled to the Board pursuant to this Section 2.1(b) and propose a new Designated Member in accordance with the Bylaws and the nomination procedures of the Company; and (iii) in any action established by written consent of the holders of Voting Securities for the purpose of electing Directors, consent to election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company: (i) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC; (ii) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; and (iii) one (1) Person designated as a nominee for election to the Board (who shall be an independent director within the meaning of the NASDAQ listing standards) by Holding LLC with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b5.05(b)(i), then the Company will provide written notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights of each of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as set forth in this Section 2.1(b) are personal to each of Holdings LLC and the FTI Nominating Committee and may not be exercised by any Transferee, except that in the event Holding LLC no longer holds any Common Stock but its Affiliates continue to hold Common Stock Transferred by Holding LLC to such Affiliates (whether directly or by Transfers through other Affiliates of Holding LLC), and such rights have not been terminated pursuant to Section 2.1(e), the rights of Holdings LLC to designate nominees pursuant to this Section 2.1(b) may be exercised by the Affiliates of Holding LLC to which such Common Stock was Transferred.

Nomination of Directors. Subject to Section 2.1(e), each Stockholder agrees Only persons who are nominated in accordance with the Company that it shall: (i) appear procedures set forth in person or by proxy at each annual meeting or special meeting these Bylaws shall be eligible to serve as directors of the stockholders Company. Nominations of the Company at which Directors are to be elected for the purposes of obtaining a quorum; (ii) at each such stockholders’ meeting, vote, in person or by proxy, all of the Voting Securities owned by it on the date of such meeting in favor of election of the following designees nominated persons for election to the Board pursuant to of Directors may be made at a meeting of stockholders (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Company who is a stockholder of record at the time of giving of notice provided for in this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company; and (iii) in any action by written consent of the holders of Voting Securities for the purpose of electing Directors2.6, consent to election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company: (i) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC; (ii) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; and (iii) one (1) Person designated as a nominee for election to the Board (who shall be an independent director within entitled to vote for the meaning election of directors at the NASDAQ listing standards) by Holding LLC meeting and who complies with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b), then the Company will provide written notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights of each of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as procedures set forth in this Section 2.1(b) are personal 2.6. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to each timely notice in writing to the Secretary of Holdings LLC the Company. To be timely, a stockholder's notice shall be delivered to or mailed and received at the FTI Nominating Committee and may principal executive offices of the Company not be exercised by any Transferee, except less than 60 days nor more than 90 days prior to the meeting; provided that in the event Holding LLC no longer holds that less than 70 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders of the Company, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such of the date of the meeting or such public disclosure was made. Such stockholder's notice shall set for (a) as to each person whom the stockholder proposes to nominate for election or reelection as required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Company's books, of such stockholder and (ii) the class and number of shares of the Company's capital stock which are beneficially owned by such stockholder. At the request of the Board of Directors, any Common Stock but its Affiliates continue person nominated by the Board of Directors for election as a director shall furnish to hold Common Stock Transferred the Secretary of the Company that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. The chairman of the meeting shall have the power and the duty to (a) determine whether a nomination was made in accordance with the procedures prescribed by Holding LLC this Section 2.6 and, (b) if any nomination was not made in compliance with this Section 2.6, to such Affiliates (whether directly or by Transfers through other Affiliates declare to the meeting that the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of Holding LLC)this Section 2.6, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and such rights have not been terminated pursuant the rules and regulations thereunder with respect to Section 2.1(e), the rights of Holdings LLC to designate nominees pursuant to matters set forth in this Section 2.1(b) may 2.6. 5. The following new Section 2.7 shall be exercised by added to Article II of the Affiliates of Holding LLC to which such Common Stock was Transferred.Bylaws

Nomination of Directors. (a) Subject to Section 2.1(e5.05(b), each Stockholder agrees with the Company that Fund shall not itself, nor shall it shall: initiate, suggest or otherwise encourage the Board of Directors or any other Person to, (i) appear nominate any individual as a candidate for election to the Board of Directors, or (ii) appoint any individual to fill any vacancy on the Board of Directors. The Fund shall not support, endorse or otherwise encourage the election of any candidate for election to the Board of Directors other than a candidate or candidates nominated by the Board of Directors except as set forth in person Section 5.05(b). (i) Notwithstanding the foregoing, for so long as the Fund Beneficially owns 5% or more of the issued and outstanding Capital Stock, but in no event for a period of time longer than five (5) years from the date hereof, the Fund will have the right to propose a slate of three (3) individuals from which the Board of Directors will nominate one (1) such individual to serve as a member of the Board of Directors (the "Designated Member"). If none of such proposed individuals (or any additional proposed individuals) are reasonably acceptable to the Board of Directors for election to the Board of Directors, the Board of Directors will promptly notify the Fund of such determination and the Fund will propose one or more additional individuals from which the Board of Directors will choose. Each of the individuals proposed by proxy at each annual meeting the Fund must (i) qualify as an Independent Director, (ii) not hold an elective or special meeting appointive full- time governmental office or be an employee of any governmental body or agency or have held such office in New York State or have been so employed in New York State for the prior three (3) years and (iii) acknowledge in writing that notwithstanding his or her designation by the Fund, he or she owes fiduciary duties to all stockholders to the same extent as the other members of the Board of Directors. For so long as the Fund has the rights set forth in the first sentence of this Section 5.05 (b)(i), the Designated Member shall be submitted to the stockholders of the Company for election in the manner by which a Qualified Candidate (as defined in the By-laws of the Company) is submitted to the stockholders for election by the Independent Board Majority. The Designated Member shall be a Class III director whose term shall expire in 2005. For so long as the Fund has the rights set forth in the first sentence of this Section 5.05(b)(i), in the event the Designated Member resigns before the end of his or her term and at which Directors are the end of the Designated Member's term, the Fund shall be entitled to propose a new Designated Member in accordance with the procedures established by this Section 5.05(b)(i). (i) So long as the Fund Beneficially Owns twenty percent (20%) or more of the outstanding Capital Stock of the Company, and subject to the provisions of this Section 5.05(b)(ii), the Company acknowledges and agrees that the Designated Member may, from time to time on a quarterly basis, meet with the members of the board of the Fund to discuss matters involving the Company and relevant to the Fund's investment in the Company. Any such communications between the Designated Member and the members of the board of the Fund will be elected for conducted on a confidential basis (and not in any meeting of the purposes members of obtaining a quorum; the board of the Fund that may be open to the public) in compliance with the confidentiality agreement in the form agreed to by the parties (as it may be amended from time to time) (the "Confidentiality Agreement"). The provisions of this Section 5.05(b)(ii) shall automatically terminate and be of no force and effect from and at the time that the Fund Beneficially Owns less than twenty percent (20%) of the outstanding Capital Stock of the Company. (ii) at each such stockholders’ meeting, vote, in person or by proxy, all At the expiration of the Voting Securities owned by it on current terms of the date Class I directors in 2003, the Company will cause two (2) members of such meeting class who are not Independent Directors not to stand for re-election, and in favor of election of the following designees nominated lieu thereof to nominate for election to the Board pursuant to this Section 2.1(bof Directors two (2) and in accordance with the Bylaws and the nomination procedures of the Company; and (iii) in any action by written consent of the holders of Voting Securities for the purpose of electing other individuals who, if elected, would qualify as Independent Directors, consent to election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company: (i) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC; (ii) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; and (iii) one (1) Person designated as a nominee for election to the Board (who shall be an independent director within the meaning of the NASDAQ listing standards) by Holding LLC with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b), then the Company will provide written notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights of each of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as set forth in this Section 2.1(b) are personal to each of Holdings LLC and the FTI Nominating Committee and may not be exercised by any Transferee, except that in the event Holding LLC no longer holds any Common Stock but its Affiliates continue to hold Common Stock Transferred by Holding LLC to such Affiliates (whether directly or by Transfers through other Affiliates of Holding LLC), and such rights have not been terminated pursuant to Section 2.1(e), the rights of Holdings LLC to designate nominees pursuant to this Section 2.1(b) may be exercised by the Affiliates of Holding LLC to which such Common Stock was Transferred.

Nomination of Directors. Subject to Section 2.1(e), each Stockholder agrees Only persons who are nominated in accordance with the Company that it shall: (i) appear procedures set forth in person or by proxy these bylaws shall be eligible for election as directors. Nominations of persons for election to the board of the corporation may be made at each annual meeting or special a meeting of the stockholders of the Company shareholders at which Directors directors are to be elected for only (i) on behalf of the purposes board of obtaining a quorum; directors, by the Governance Committee of the board of directors in accordance with Article V of these bylaws and subject to paragraph (b) of Article VII of the amended and restated articles of incorporation or (ii) at each such stockholders’ meeting, vote, in person or by proxy, all any shareholder of the Voting Securities owned by it on corporation entitled to vote for the date of such meeting in favor of election of directors at the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance meeting who complies with the Bylaws and the nomination notice procedures of the Company; and (iii) in any action by written consent of the holders of Voting Securities for the purpose of electing Directors, consent to election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company: (i) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC; (ii) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; and (iii) one (1) Person designated as a nominee for election to the Board (who shall be an independent director within the meaning of the NASDAQ listing standards) by Holding LLC with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b), then the Company will provide written notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights of each of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as set forth in this Section 2.1(b11. Such nominations, other than those made by or at the direction of the board as described in clause (i) are personal above, shall be made by timely notice in writing to each the corporate secretary. To be timely, a shareholder’s notice shall be delivered or mailed to and received at the principal executive office of Holdings LLC and the FTI Nominating Committee and may corporation not be exercised by any Transfereeless than 60 days prior to the date of the meeting, except provided, however, that in the event Holding LLC no longer holds any Common Stock but its Affiliates continue that less than 70 days’ notice or prior disclosure of the date of this meeting is given or made to hold Common Stock Transferred shareholders, notice by Holding LLC the shareholders to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder’s notice shall set forth (i) as to each person whom such shareholder proposes to nominate for election as a director, all information relating to such Affiliates person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (whether directly or by Transfers through other Affiliates of Holding LLCincluding such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and (ii) as to the shareholder giving the notice (a) the name and address, as they appear on the corporation’s share register, of such rights have not been terminated pursuant shareholder and (b) the class and number of shares of the corporation’s capital stock that are beneficially owned by such shareholder, and shall be accompanied by the written consent of each such person to Section 2.1(e)serve as a director of the corporation, if elected. At the rights request of Holdings LLC the board acting through the Governance Committee, any person nominated at the direction of the board by such committee for election as a director shall furnish to designate nominees pursuant the corporate secretary that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the provisions of this Section 2.1(b) may 11. The officer of the corporation or other person presiding at the meeting shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made in accordance with such provisions and, if he shall so determine, he shall so declare to the meeting and the defective nomination shall be exercised by the Affiliates of Holding LLC to which such Common Stock was Transferreddisregarded.

Nomination of Directors. Subject to Section 2.1(e), each Stockholder agrees Only persons who are nominated in accordance with the Company that it shall: (i) appear procedures set forth in person or by proxy at each annual meeting or special meeting these By-laws shall be eligible to serve as directors. Nominations of the stockholders of the Company at which Directors are to be elected for the purposes of obtaining a quorum; (ii) at each such stockholders’ meeting, vote, in person or by proxy, all of the Voting Securities owned by it on the date of such meeting in favor of election of the following designees nominated persons for election to the Board pursuant to may be made at a meeting of stockholders (a) by or at the direction of the Board or (b) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company; and (iii) in any action by written consent of the holders of Voting Securities for the purpose of electing Directors2.13, consent to election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company: (i) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC; (ii) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; and (iii) one (1) Person designated as a nominee for election to the Board (who shall be an independent director within entitled to vote for the meaning election of directors at the NASDAQ listing standards) by Holding LLC meeting and who complies with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b), then the Company will provide written notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights of each of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as procedures set forth in this Section 2.1(b2.13. Such nominations, other than those made by or at the direction of the Board, must be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the previous year's annual meeting. Such stockholder's notice shall set forth (a) are personal as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of Holdings LLC proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"), (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Corporation's books, of such stockholder, (ii) the class and number of shares of the Corporation which are beneficially owned by such stockholder and (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nominations are to be made by such stockholder. At the request of the Board, any person nominated by the Board for election as a director shall furnish to the secretary of the Corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this By-law. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the By-laws, and if he should so determine, he shall so declare to the meeting and the FTI Nominating Committee and may not defective nomination shall be exercised by any Transfereedisregarded. Notwithstanding the foregoing provisions of this Section 2.13, except that in a stockholder shall also comply with all applicable requirements of the event Holding LLC no longer holds any Common Stock but its Affiliates continue to hold Common Stock Transferred by Holding LLC to such Affiliates (whether directly or by Transfers through other Affiliates of Holding LLC)1934 Act, and such rights have not been terminated pursuant the rules and regulations thereunder with respect to Section 2.1(e), the rights of Holdings LLC to designate nominees pursuant to matters set forth in this Section 2.1(b) may be exercised by the Affiliates of Holding LLC to which such Common Stock was Transferred2.13.

Nomination of Directors. Subject to Section 2.1(e), each Stockholder agrees with the Company that it shall: (i) appear in person or by proxy at each annual meeting or special meeting of the stockholders of the Company at which Directors are to be elected for the purposes of obtaining a quorum; (ii) at each such stockholders’ meeting, vote, in person or by proxy, all of the Voting Securities now owned or hereafter acquired by it on the date of such meeting in favor of election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company; and (iii) in any action by written consent of the holders of Voting Securities for the purpose of electing Directors, consent to election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company: (i) three two (32) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC; (ii) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; andCrestview Stockholder; (ii) one (1) Person designated as nominee for election to the Board by the BofA Stockholders; (iii) one (1) Person designated as a nominee for election to the Board by Blackstone; (who iv) one (1) Person designated as nominee for election to the Board by the ▇▇▇▇▇▇ Group Stockholders; and (v) two (2) other Persons nominated for election to the Board by the Board, each of whom shall be qualify as an independent director within the meaning of the NASDAQ listing standards) by Holding LLC Independent Director (both with the prior written approval (not respect to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b), then the Company will provide written notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such positionand each Stockholder). The rights of each of Holdings LLC and the FTI Nominating Committee Stockholders to designate nominees for election to the Board as set forth in this Section 2.1(b) are personal to each of Holdings LLC and the FTI Nominating Committee Stockholder and may not be exercised by any Transferee, except that in the event Holding LLC a Stockholder no longer holds any Common Stock but its Affiliates continue to hold Common Stock Transferred transferred by Holding LLC such Stockholder to such Affiliates (whether directly or by Transfers through other Affiliates of Holding LLCsuch Stockholder), and such rights have not been terminated pursuant to Section 2.1(e), the rights of Holdings LLC to designate nominees pursuant to this Section 2.1(b) such Stockholder may be exercised by the Affiliates of Holding LLC such Stockholder to which such Common Stock was Transferred.

Nomination of Directors. Subject to Section 2.1(e)(a) Following the Closing, each Stockholder agrees with the Company that it shall: (i) appear in person or by proxy at each any annual meeting or special meeting of the stockholders of the Company for which the term of any of the three directors of the Company affiliated with CHP expire (or in the event of their earlier death or resignation), the Company agrees that it shall nominate an individual designated by CHP (the "CHP Designee") to serve in such individual's applicable class of the Company's Board of Directors for a term ending on the third annual meeting following the meeting at which Directors are such director was elected, such that CHP shall have the right to be elected designate an aggregate of three nominees for the purposes Company's Board of obtaining Directors; provided that, in the judgment of the Company's Board of Directors, the applicable CHP Designee is reasonably qualified to serve as a quorumdirector; and provided further that following the Closing, Samu▇▇ ▇▇▇▇▇ ▇▇▇ll not be considered a CHP Designee. The Company further agrees that following the Closing (i) if requested by CHP, it shall increase the size of its Board of Directors to permit the initial nomination of the third CHP Designee to Class C of the Company's Board of Directors, which vacancy shall be filled by the Board at such time as CHP may direct and which CHP Designee shall hold office for a term expiring at the annual meeting of stockholders at which the term for Class C directors expires and (ii) at each such stockholders’ meeting, vote, in person or by proxy, all any proxy statement of the Voting Securities owned by it on Company covering the date of such meeting in favor of election of a CHP Designee, the following designees nominated Company shall recommend to its stockholders that they vote to elect such CHP Designee. (b) The obligations set forth in Section 4(a) above shall terminate in the event that CHP and its affiliates collectively own beneficially for election to purposes of Section 13(d) of the Board pursuant to this Section 2.1(b) and in accordance with Securities Exchange Act of 1934, as amended (the Bylaws and the nomination procedures "Exchange Act"), less than 15% of the Company; and 's outstanding Common Stock as evidenced by filings under the Exchange Act. (iiic) in any action The parties agree that no directors' fees or other compensation shall be payable by written consent the Company to the CHP Designees by reason of their service as members of the holders Board of Voting Securities for the purpose of electing Directors, consent to election Directors of the following designees nominated Company or on any committee thereof, other than reimbursement for election to reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company: (i) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC; (ii) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; and (iii) one (1) Person designated as a nominee for election to the Board (who shall be an independent director within the meaning of the NASDAQ listing standards) by Holding LLC with the prior written approval (not to be unreasonably withheld, conditioned Directors or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b), then the Company will provide written notice of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights of each of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as set forth in this Section 2.1(b) are personal to each of Holdings LLC and the FTI Nominating Committee and may not be exercised by any Transferee, except that in the event Holding LLC no longer holds any Common Stock but its Affiliates continue to hold Common Stock Transferred by Holding LLC to such Affiliates (whether directly or by Transfers through other Affiliates of Holding LLC), and such rights have not been terminated pursuant to Section 2.1(e), the rights of Holdings LLC to designate nominees pursuant to this Section 2.1(b) may be exercised by the Affiliates of Holding LLC to which such Common Stock was Transferredcommittee.

Nomination of Directors. Subject (a) The Company shall cause to Section 2.1(e)be nominated for election as a Class III Director to the Board of Directors at the 2003 annual meeting of the Company’s shareholders, each Stockholder agrees of (i) ▇▇▇▇▇ ▇. ▇▇▇▇▇ (the “Company Nominee”) and (ii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as the designee of the Specified Shareholders (the “Shareholder Nominee” and, together with the Company that it shall: Nominee, the “Nominees”). The Company shall (i) appear include the Nominees in person or by the Company’s proxy at each statement for the 2003 annual meeting of the Company’s shareholders, and shall recommend that the Company’s shareholders vote in favor of the election of the Nominees or (ii) alternatively if such Nominees are not elected at such meeting on or before July 31, 2003, take such actions as shall be necessary (including through the filling of a vacancy) to cause each Nominee to be appointed to the Board of Directors on or before July 31, 2003. (b) It is understood and agreed that nothing in this Agreement shall entitle the Specified Shareholders to any right to nominate, designate or elect a director to the Board of Directors at any time other than the 2003 annual meeting of the Company’s shareholders. (c) Each Specified Shareholder shall terminate, effective immediately, any efforts to cause any nominees to be elected to the Board of Directors through a proxy solicitation or a consent solicitation with respect to the 2003 annual meeting of the Company’s shareholders or otherwise (except as permitted by clause (ii) of the last sentence of Section 5) during the term of this Agreement. Each Specified Shareholder agrees to amend, promptly after the execution hereof, the Schedule 13D to reflect the matters contemplated by this Agreement. The form of such amendment to the Schedule 13D is attached hereto as Schedule II and is acceptable in form and substance to the Company. (d) The Company shall not take any action to remove the Shareholder Nominee from his position as a director without cause prior to the conclusion of his term. (e) The Specified Shareholders may present or suggest by written notice to the Company potential candidates for consideration by the Board of Directors to fill any vacancy created by reason of an increase in the number of directors on the Board of Directors (a “Board Vacancy”); provided, however, that the Board of Directors shall not be bound or obligated in any way to fill any Board Vacancy with any potential candidate presented or suggested by the Specified Shareholders. (f) In the event that (i) the Company increases the size of the Board of Directors to more than seven or (ii) any person chosen by the Board of Directors to fill a Board Vacancy shall serve as a member of any class of director other than as a Class I Director, then a Majority in Interest of the Specified Shareholders may terminate this Agreement on or after the day after the occurrence of such event by providing written notice of termination to the Company; provided, however, that any early termination of this Agreement pursuant to this Section 4(f) shall not terminate the Company’s obligations under Section 4(a). (g) The Company shall present by written notice to the Specified Shareholders any potential candidates that the Company proposes to fill a Board Vacancy. ▇▇▇▇ ▇. ▇▇▇▇▇▇ III, as the representative of the Specified Shareholders, may meet with and interview such potential candidates. If within ten business days from the date of such notice, a Majority in Interest of the Specified Shareholders fails to give the Company notice in writing that a Majority in Interest of the Specified Shareholders objects to the Company’s potential candidate (an “Objection Notice”), then such potential candidate shall be deemed reasonably acceptable to a Majority in Interest of the Specified Shareholders. Any such Objection Notice (i) may only be given if the Company’s potential candidate is not reasonably acceptable to a Majority in Interest of the Specified Shareholders and (ii) shall specify the reasons the Company’s potential candidate was not reasonably acceptable to a Majority in Interest of the Specified Shareholders. In the event the Board of Directors fills a Board Vacancy, through appointment or election at a special meeting of the stockholders of the Company at which Directors are to be elected for the purposes of obtaining a quorum; (ii) at each such stockholders’ meeting, vote, in person or by proxy, all of the Voting Securities owned by it on the date of such meeting in favor of election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures shareholders of the Company; and (iii) , with a candidate proposed by the Company that is not reasonably acceptable to a Majority in any action by written consent Interest of the holders of Voting Securities for the purpose of electing Directors, consent to election of the following designees nominated for election to the Board pursuant to this Section 2.1(b) and in accordance with the Bylaws and the nomination procedures of the Company: (i) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by Holding LLC; (ii) three (3) Persons (at least one (1) of whom shall be an independent director within the meaning of the NASDAQ listing standards) designated as nominees for election to the Board by the FTI Nominating Committee; and (iii) one (1) Person designated as a nominee for election to the Board (who shall be an independent director within the meaning of the NASDAQ listing standards) by Holding LLC with the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the FTI Nominating Committee. In the event that either Holding LLC or the FTI Nominating Committee fails to designate any nominee that it is entitled to designate pursuant to this Section 2.1(b)Specified Shareholders, then this Agreement shall terminate on the Company will provide written notice day after the filling of such failure to Holding LLC or the FTI Nominating Committee, as applicable. If Board Vacancy with such failure is not cured within ten (10) Business Days following the transmission of such notice by the Company, then the Board will be entitled to designate a nominee for such position. The rights of each of Holdings LLC and the FTI Nominating Committee to designate nominees for election to the Board as set forth in this Section 2.1(b) are personal to each of Holdings LLC and the FTI Nominating Committee and may not be exercised by any Transferee, except that in the event Holding LLC no longer holds any Common Stock but its Affiliates continue to hold Common Stock Transferred by Holding LLC to such Affiliates (whether directly or by Transfers through other Affiliates of Holding LLC), and such rights have not been terminated pursuant to Section 2.1(e), the rights of Holdings LLC to designate nominees pursuant to this Section 2.1(b) may be exercised by the Affiliates of Holding LLC to which such Common Stock was Transferredcandidate.