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* * * * * * *
9. (a) The Board of Directors of LRFP shall
consist of ten persons, eight of whom shall be
nominated by LRC (the LRC Directors), and two of whom
shall be nominated by [Griffin] (the [Griffin]
Directors). As long as LRC owns shares of the Preferred
Stock and Common Stock, it will vote its shares so as
to provide for the election of the two persons
nominated by [Griffin], and as long as [Griffin] owns
shares of the Preferred Stock and Common Stock, it will
vote its shares so as to provide for the election of
the eight persons nominated by LRC. * * *
* * * * * * *
(b) The by-laws of LRFP shall provide
that a majority of the whole Board of
Directors of LRFP shall constitute a quorum
for the transaction of business and that the
act of a majority of the directors present at
a meeting at which a quorum is present shall
be the act of the Board of Directors.
* * * * * * *
10. The authorization of any of the corporate
actions set forth below shall require the favorable
vote or consent in writing of the holders of at least
96 percent of the outstanding shares of the Common
Stock:
(a) Any merger or consolidation of LRFP
which would reduce [Griffin's] interest in
the Common Stock of LRFP to less than 5
percent or the dissolution or liquidation of
LRFP.
(b) Any issuance by LRFP of additional
shares of the Common Stock (except as stock-
splits or stock dividends).
(c) Any method of financing LRFP
involving the purchase by [Griffin] of
additional securities of LRFP, but nothing
herein shall preclude LRFP from issuing any
securities of any kind, including additional
shares of the Preferred Stock, to any person,
provided the interest, dividend or other rate
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