Common use of Voting by the Board of Directors Clause in Contracts

Voting by the Board of Directors. None of the following matters shall be decided without the affirmative vote of at least one (1) RSL Director or the ▇▇▇▇▇▇ elected nominee of RSL: (i) compensation of ▇▇▇▇▇▇, including any amendments to the Employment Agreement dated October 25, 1994 and as amended and restated on March 10, 1995 and as further amended on September 22 1995 by and between ITG and ▇▇▇▇▇▇ and any options or other "perks" for ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or "perks" in excess of Ten Thousand Dollars ($10,000) per year or options for other ITG officers; (ii) any amendment to ITG's Restated Certificate or its By-Laws or the adoption of any Certificate of Designation of any series of preferred stock; and (iii) any action by the Board of Directors required in connection with (a) the matters requiring the consent of 33 1/3% of the shares of the Series A Convertible Preferred Stock of ITG, pursuant to

Voting by the Board of Directors. None of the following matters shall be decided without the affirmative vote of at least one (1) RSL Director or the ▇▇▇▇▇▇ elected nominee of RSL: (i) compensation of ▇▇▇▇▇▇, including any amendments to the Employment Agreement dated October 25, 1994 and as amended and restated on March 10, 1995 and as further amended on September 22 22, 1995 by and between ITG and ▇▇▇▇▇▇ and any options or other "perks" for ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or "perks" in excess of Ten Thousand Dollars ($10,000) per year or options for other ITG officers; (ii) any amendment to ITG's Restated Certificate or its By-Laws or the adoption of any Certificate of Designation of any series of preferred stock; , and (iii) any action by the Board of Directors required in connection with (a) the matters requiring the consent of 33 1/3% of the shares of the Series A Convertible Preferred Stock of ITG, pursuant to