A MAJORITY OF THE DIRECTORS PRESENT MAY, WITHOUT FURTHER NOTICE,
ADJOURN THE MEETING FROM TIME TO TIME UNTIL A QUORUM IS OBTAINED.
3.6
VOTING. EACH MEMBER OF THE BOARD SHALL BE ENTITLED TO CAST ONE
VOTE ON EACH MATTER CONSIDERED BY SUCH BOARD; PROVIDED, HOWEVER, THAT IN THE
EVENT THAT A VOTE WOULD RESULT IN A TIE OR DEADLOCK WITH RESPECT TO A MATTER,
THE CEO DIRECTOR SHALL NOT BE ENTITLED TO VOTE WITH RESPECT TO SUCH MATTER (THE
BOARD SHALL POLL ITS MEMBERS PRIOR TO ANY VOTE TO EFFECTUATE THE PURPOSES OF
THIS SENTENCE).
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BY THIS AGREEMENT, THE
ACT OF A MAJORITY OF THE MEMBERS OF THE BOARD PRESENT AT ANY MEETING AT WHICH A
QUORUM IS PRESENT SHALL CONSTITUTE AN ACT OF THE BOARD, AS APPLICABLE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FROM AND AFTER THE
FIRST BUSINESS DAY AFTER THE CLOSING: (X) THE FOLLOWING MATTERS SHALL REQUIRE,
IN ADDITION TO ANY OTHER VOTE REQUIRED BY APPLICABLE LAW, THE AFFIRMATIVE VOTE
OF AT LEAST THE APPLICABLE PERCENTAGE OF THE DIRECTORS THEN IN OFFICE; (Y) BOISE
HOLDINGS SHALL NOT DIRECTLY OR INDIRECTLY TAKE, AND SHALL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO DIRECTLY OR INDIRECTLY TAKE, ANY OF THE FOLLOWING ACTIONS
WITHOUT FIRST OBTAINING SUCH APPROVAL; AND (Z) FPH SHALL NOT CAUSE OR, TO THE
EXTENT REASONABLY WITHIN FPH'S CONTROL, PERMIT BOISE HOLDINGS OR ANY OF ITS
SUBSIDIARIES TO TAKE ANY OF THE FOLLOWING ACTIONS WITHOUT FIRST OBTAINING SUCH
APPROVAL:
(I)
SUBJECT TO APPLICABLE LAW OR FIDUCIARY DUTY, ANY DISSOLUTION OR
LIQUIDATION OF BOISE HOLDINGS;
(II)
IN ADDITION TO ANY OTHER REQUIREMENT REQUIRED UNDER SECTION 8.13
HEREOF, ANY AMENDMENT OF THE CERTIFICATE OF FORMATION, LIMITED LIABILITY COMPANY
AGREEMENT OR OTHER GOVERNING DOCUMENTS OF BOISE HOLDINGS OR ANY OF ITS
SUBSIDIARIES WHICH WOULD (A) TREAT ANY BCC HOLDER DISPROPORTIONATELY VIS-A-VIS
ANY FPH HOLDER OR (B) PLACE ANY
7
RESTRICTION OR LIMITATION ON THE ABILITY OF ANY BCC HOLDER TO TRANSFER ALL OR
ANY PORTION OF ITS UNITS OR REDUCE THE CONSIDERATION RECEIVED OR TO BE RECEIVED
BY SUCH BCC HOLDER IN CONNECTION WITH SUCH TRANSFER;
(III)
THE ENTRY INTO, OR AMENDMENT OF, CONTRACTS OR OTHER TRANSACTIONS
BETWEEN BOISE HOLDINGS AND/OR ANY OF ITS SUBSIDIARIES, ON THE ONE HAND, AND A
SECURITYHOLDER OR ANY AFFILIATE THEREOF, ON THE OTHER HAND EXCEPT FOR: (A) THE
EXECUTION, DELIVERY AND PERFORMANCE OF CONTRACTS, AMENDMENTS AND/OR TRANSACTIONS
AT OR PRIOR TO CLOSING RELATED TO OR IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THE ASSET PURCHASE AGREEMENT; AND (B) CONTRACTS, AMENDMENTS AND
TRANSACTIONS WHICH ARE NO LESS FAVORABLE TO BOISE HOLDINGS AND ITS SUBSIDIARIES
THAN COULD BE OBTAINED FROM BCC OR ITS AFFILIATES OR INDEPENDENT THIRD PARTIES
NEGOTIATED ON AN ARMS-LENGTH BASIS;
(IV)
EXCEPT AS PROVIDED FOR IN BOISE HOLDINGS' CERTIFICATE OF FORMATION
OR LIMITED LIABILITY COMPANY AGREEMENT, THE DIRECT OR INDIRECT REDEMPTION,
RETIREMENT, PURCHASE OR OTHER ACQUISITION OF ANY EQUITY SECURITIES OF BOISE
HOLDINGS EXCEPT FOR (A) PRO RATA REDEMPTIONS AMONG THE HOLDERS THEREOF OR (B)
REPURCHASES PURSUANT