Common use of Procedure for Election of Directors; Voting Clause in Contracts

Procedure for Election of Directors; Voting. Subject to the rights of the holders of any class or series of stock to elect Directors separately, at all meetings of the Stockholders at which a quorum is present and Directors are to be elected, each Director shall be elected by a majority of the votes cast with respect to the Director nominee’s election by Stockholders entitled to vote and present in person or represented by proxy; provided, however, if as of the tenth day preceding the date the Corporation first mails its notice of meeting for such meeting to the Stockholders, the number of nominees standing for election at any meeting of the Stockholders exceeds the number of Directors to be elected (such an election being a “Contested Election”), the Directors shall be elected by a plurality of the votes cast at the meeting. For purposes of this paragraph, a majority of the votes cast means that the number of votes cast “for” a nominee must exceed the number of votes cast “against” the nominee (with abstentions and broker non-votes not counted as a vote cast either “for” or “against” a nominee). The Board shall nominate for re-election as a Director an incumbent candidate only if such candidate shall have tendered, prior to the date the Corporation first mails its notice of meeting for the Stockholder meeting at which such candidate is to be re-elected as a Director, an irrevocable resignation that will be effective upon (1) failure to receive the required vote at any election which is not a Contested Election in which such candidate is nominated for re-election and (2) the Board’s subsequent acceptance of such resignation. Following certification of the vote of an election that is not a Contested Election, if an incumbent Director fails to receive the required vote for re-election, the nominating and corporate governance committee of the Board will make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board should then act on the nominating and corporate governance committee’s recommendation and publicly disclose its decision and, in the case of rejection of the resignation, the rationale behind it, generally within 90 days following the date of certification of the election results. If the Board accepts a Director’s resignation pursuant to this Section 2.08, then the Directors may fill the resulting vacancy pursuant to Article VII of the Charter or the Board may decrease the size of the Board. Except as otherwise provided by applicable law, rule or regulation, the Charter or these By-laws, all matters other than the election of Directors submitted to Stockholders at any meeting shall be decided by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote thereon, and where a separate vote by class or series is required, a majority of the voting power of the shares of that class or series present in person or represented by proxy at the meeting and entitled to vote thereon. The vote on any matter, including the election of Directors, shall be by written ballot. Each ballot shall be signed by the Stockholder voting, or by such Stockholder’s proxy, and shall state the number of shares voted.

Procedure for Election of Directors; Voting. Subject ‌ (a) The Unitholders entitled to the vote at any meeting of Unitholders shall be determined in accordance with Section 6.6, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trust and other voting agreements) of the DGCL. Except as may be otherwise provided in any Preferred Unit Designation, each Unitholder holding a Voting Unit shall be entitled to one (1) vote for each Voting Unit held by such Unitholder. Except as provided in Section 3.4, Section 9.2, Section 9.4 and Section 9.6, the Special Unitholder shall not be entitled to vote its Special Units on or consent to any matter submitted to holders of Voting Units. (b) Except as otherwise provided by applicable law, this Agreement or the Applicable Listing Rules, the election of Directors submitted to Unitholders at any class or series meeting shall be decided by a “majority of stock to elect votes cast” (as defined herein) unless the election is contested, in which case Directors separately, at all meetings of the Stockholders at which a quorum is present and Directors are to be elected, each Director shall sha l be elected by a majority plurality of the votes cast with respect to the Director nominee’s cast. An election by Stockholders entitled to vote and present in person or represented by proxy; providedshall be contested if, however, if as of the tenth day preceding a date that is fourteen (14) days in advance of the date the Corporation first mails Company files its notice definitive proxy statement (regardless of meeting for such meeting to the Stockholderswhether or not thereafter revised or supplemented), the number of nominees standing for election at any meeting of the Stockholders exceeds the number of Directors to be elected (such an election being a “Contested Election”), the Directors shall be elected by a plurality of the votes cast at the meetingelected. For the purposes of this paragraphSection 6.10, a “majority of the votes cast cast” means that the number of votes cast Common Units voted “for” a nominee must exceed Director exceeds the number of votes cast “against” the nominee that Director. (with abstentions and broker non-votes not counted as a vote cast either “for” or “against” a nominee). c) The Board of Directors shall nominate for election or re-election as a Director an incumbent candidate only if such candidate shall have tenderedcandidates who agree to tender, prior to promptly following the date the Corporation first mails its notice of meeting for the Stockholder annual meeting at which such candidate is to be re-they are elected or re- elected as a Director, an irrevocable resignation that will be effective upon (1i) the failure to receive the required vote at any election the next meeting at which is not a Contested Election in which such candidate is nominated for they face re-election and (2ii) the Board’s subsequent Board acceptance of such resignation. Following certification In addition, the Board of Directors shall fill Director vacancies and new directorships only with candidates who have agreed to tender, promptly following their appointment to the vote Board, the same form of resignation tendered by other Directors in accordance with this provision. (d) If a Director in an uncontested election that is does not receive a Contested Election, if an incumbent Director fails to receive the required vote majority of votes cast for re-his or her election, the nominating Nominating and corporate governance committee Governance Committee shall promptly assess the appropriateness of the Board will make such nominee continuing to serve as a recommendation Director and recommend to the Board as the action to be taken with respect to such Director’s tendered resignation. The Board will determine whether to accept or reject the such resignation, or whether what other action should be taken. The Board should then act on the nominating and corporate governance committee’s recommendation and publicly disclose its decision and, in the case of rejection of the resignation, the rationale behind it, generally within 90 ninety (90) days following from the date of the certification of the election results. If the Board accepts a Director’s resignation pursuant to this Section 2.08, then the Directors may fill the resulting vacancy pursuant to Article VII of the Charter or the Board may decrease the size of the Board. . (e) Except as otherwise provided by applicable law, rule this Agreement or regulation, the Charter or these By-lawsApplicable Listing Rules, all matters other than the election of Directors submitted to Stockholders Unitholders at any meeting shall be decided by the affirmative vote of a majority of the voting power of the shares Outstanding Voting Units entitled to vote, present in person or represented by proxy proxy, at the meeting and entitled to vote thereon, and where of Unitholders. Where a separate vote by a class or series or classes or series is required, a in all matters other than the election of Directors, the affirmative vote of the majority of the voting power of the shares Outstanding Units of that such class or series or classes or series entitled to vote, present in person or represented by proxy proxy, at the meeting and entitled to vote thereon. shall be the act of such class or series or classes or series, except as otherwise provided by this Agreement or the Applicable Listing Rules. (f) The vote on any mattermatter at a meeting, including the election of Directors, shall be by written ballot. Each ballot shall be signed by the Stockholder Unitholder voting, or by such StockholderUnitholder’s proxy, and shall state the number of shares Units voted.

Procedure for Election of Directors; Voting. Subject to the rights of the holders of any class or series of stock to elect Directors separately, at all meetings of the Stockholders at which a quorum is present and Directors are to be elected, each Director shall be elected by a majority of the votes cast with respect to the Director nominee’s election by Stockholders (a) The Unitholders entitled to vote and present in person or represented by proxy; provided, however, if as of the tenth day preceding the date the Corporation first mails its notice of meeting for such meeting to the Stockholders, the number of nominees standing for election at any meeting of Unitholders shall be determined in accordance with Section 6.6, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trust and other voting agreements) of the Stockholders exceeds DGCL. Except as may be otherwise provided in any Preferred Unit Designation, each Unitholder holding a Voting Unit shall be entitled to one (1) vote for each Voting Unit held by such Unitholder. Except as provided in Section 3.4, Section 9.2, Section 9.4 and Section 9.6, the number Special Unitholder shall not be entitled to vote its Special Units on or consent to any matter submitted to holders of Voting Units. (b) Except as otherwise provided by applicable law, this Agreement or the Applicable Listing Rules, the election of Directors submitted to Unitholders at any meeting shall be elected (such an election being decided by a “Contested Election”)majority of votes cast” (as defined herein) unless the election is contested, the in which case Directors shall be elected by a plurality of votes cast. An election shall be contested if, as of a date that is fourteen (14) days in advance of the votes cast at date the meetingCompany files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented), the number of nominees exceeds the number of Directors to be elected. For the purposes of this paragraphSection 6.10, a “majority of the votes cast cast” means that the number of votes cast Common Units voted “for” a nominee must exceed Director exceeds the number of votes cast “against” the nominee that Director. (with abstentions and broker non-votes not counted as a vote cast either “for” or “against” a nominee). c) The Board of Directors shall nominate for election or re-election as a Director an incumbent candidate only if such candidate shall have tenderedcandidates who agree to tender, prior to promptly following the date the Corporation first mails its notice of meeting for the Stockholder annual meeting at which such candidate is to be they are elected or re-elected as a Director, an irrevocable resignation that will be effective upon (1i) the failure to receive the required vote at any election the next meeting at which is not a Contested Election in which such candidate is nominated for they face re-election and (2ii) the Board’s subsequent Board acceptance of such resignation. Following certification In addition, the Board of Directors shall fill Director vacancies and new directorships only with candidates who have agreed to tender, promptly following their appointment to the vote Board, the same form of resignation tendered by other Directors in accordance with this provision. (d) If a Director in an uncontested election that is does not receive a Contested Election, if an incumbent Director fails to receive the required vote majority of votes cast for re-his or her election, the nominating Nominating and corporate governance committee Governance Committee shall promptly assess the appropriateness of the Board will make such nominee continuing to serve as a recommendation Director and recommend to the Board as the action to be taken with respect to such Director’s tendered resignation. The Board will determine whether to accept or reject the such resignation, or whether what other action should be taken. The Board should then act on the nominating and corporate governance committee’s recommendation and publicly disclose its decision and, in the case of rejection of the resignation, the rationale behind it, generally within 90 ninety (90) days following from the date of the certification of the election results. If the Board accepts a Director’s resignation pursuant to this Section 2.08, then the Directors may fill the resulting vacancy pursuant to Article VII of the Charter or the Board may decrease the size of the Board. . (e) Except as otherwise provided by applicable law, rule this Agreement or regulation, the Charter or these By-lawsApplicable Listing Rules, all matters other than the election of Directors submitted to Stockholders Unitholders at any meeting shall be decided by the affirmative vote of a majority of the voting power of the shares Outstanding Voting Units entitled to vote, present in person or represented by proxy proxy, at the meeting and entitled to vote thereon, and where of Unitholders. Where a separate vote by a class or series or classes or series is required, a in all matters other than the election of Directors, the affirmative vote of the majority of the voting power of the shares Outstanding Units of that such class or series or classes or series entitled to vote, present in person or represented by proxy proxy, at the meeting and entitled to vote thereon. shall be the act of such class or series or classes or series, except as otherwise provided by this Agreement or the Applicable Listing Rules. (f) The vote on any mattermatter at a meeting, including the election of Directors, shall be by written ballot. Each ballot shall be signed by the Stockholder Unitholder voting, or by such StockholderUnitholder’s proxy, and shall state the number of shares Units voted.