Common use of Board of Directors; Committees Clause in Contracts

Board of Directors; Committees. (a) If requested by Purchaser, the Company will, promptly following the purchase by Merger Sub of Shares pursuant to the Offer, take all actions necessary to cause persons designated by Purchaser to become directors of the Company so that the total number of such persons equals that number of directors, rounded up to the next whole number, which represents the product of (x) the total number of directors on the board of directors of the Company (the "Board of Directors") multiplied by (y) the percentage that the number of Shares so accepted for payment plus any Shares beneficially owned by Purchaser or its affiliates on the date hereof bears to the number of Shares outstanding at the time of such acceptance for payment. In furtherance thereof, the Company will increase the size of the Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Purchaser's designees to be elected to the Board of Directors; provided, however, that prior to the Effective Time, the Board of Directors shall always have at least two members who are neither officers of Purchaser nor designees, shareholders or affiliates of Purchaser ("Purchaser Insiders"). At such time, the Company, if so requested, will use its reasonable efforts to cause persons designated by Purchaser to constitute the same percentage of each committee of the Board of Directors, each board of directors of each subsidiary of the Company and each committee of each such board (in each case to the extent of the Company's ability to elect such persons). The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 4.2 and shall include in the Schedule 14D-9 such information as is required under such Section and Schedule. 4.3.

Board of Directors; Committees. (a) If requested by PurchaserParent, the Company will, promptly following the purchase by Merger Sub of Shares pursuant to the Amended Offer, take all actions necessary to cause persons designated by Purchaser Parent to become directors of the Company so that the total number of such persons equals that number of directors, rounded up to the next whole number, which represents the product of (x) the total number of directors on the board of directors of the Company (the "Board of Directors") multiplied by (y) the percentage that the number of Shares so accepted for payment plus any Shares beneficially owned by Purchaser Parent or its affiliates on the date hereof bears to the number of Shares outstanding at the time of such acceptance for payment. In furtherance thereof, the Company will increase the size of the Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit PurchaserParent's designees to be elected to the Board of Directors; provided, however, that prior to the Effective Time, the Board of Directors shall always have at least two two, and at the Company's election three, members (one of whom shall be Xxxxxxx Xxxxx) who are neither officers of Purchaser Parent nor designees, shareholders stockholders or affiliates of Purchaser Parent ("Purchaser Parent Insiders"). At such time, the Company, if so requested, will use its reasonable efforts to cause persons designated by Purchaser Parent to constitute the same percentage of each committee of the Board of Directors, each board of directors of each subsidiary of the Company Subsidiary and each committee of each such board (in each case to the extent of the Company's ability to elect such persons)) provided, however. The that prior to the Effective Time each such committee and each subsidiary board shall, at Company's election, always have at least one member (who may be Xxxxxxx Xxxxx) who is not a Parent Insider. Company's obligations to appoint designees to the its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 4.2 3.4 and shall include in the Schedule 14D-9 such information as is required under such Section and Schedule. 4.3Parent agrees to furnish to Company all information concerning Parent's designees which may be necessary to comply with the foregoing and agrees that such information will comply with the Exchange Act and the rules and regulations thereunder and other applicable laws.

Board of Directors; Committees. (a) If requested by PurchaserParent, the Company will, promptly following the purchase by Merger Sub Purchaser of Shares shares of Company Common Stock pursuant to the Offer, take all actions necessary to cause persons designated by Purchaser Parent to become directors a majority of the Company so that the total number of such persons equals that number of directors, rounded up to the next whole number, which represents the product of (x) the total number of directors on the board of directors members of the Company (the "Board of Directors") multiplied by (y) Directors of the percentage that the number of Shares so accepted for payment plus any Shares beneficially owned by Purchaser or its affiliates on the date hereof bears to the number of Shares outstanding at the time of such acceptance for paymentCompany. In furtherance thereof, the Company will increase the size of the Board of DirectorsDirectors of the Company, or use its reasonable efforts to secure the resignation of directorsdirectors of the Company, or both, as is necessary to permit PurchaserParent's designees to be elected to the Board of DirectorsDirectors of the Company; provided, however, that the parties shall use their respective reasonable best efforts to ensure that, prior to the Effective Time, the Board of Directors of the Company shall always at all times have at least two members (the "Independent Directors") who are neither officers members of Purchaser nor designeesthe Special Committee (as defined in Section 4.12) on the date of this Agreement (each such individual, shareholders or affiliates of Purchaser (an "Purchaser InsidersIndependent Director"). At such time, the Company, if so requested, will use its reasonable efforts to cause persons designated by Purchaser to constitute the same percentage a majority of each committee of the Board of DirectorsDirectors of the Company (other than the audit committee and the Special Committee), and of each board of directors of each subsidiary Subsidiary of the Company and of each committee of each such board (in each case involving Subsidiaries of the Company to the extent of the Company's ability to elect cause the election of such persons). If, however, there are in office fewer than two Independent Directors for any reason, the Company's Board of Directors will take all action necessary to cause a person designated by the remaining Independent Directors to fill such vacancy, which person shall be deemed to be an Independent Director for all purposes of this Agreement, or if no Independent Directors then remain, the other directors of the Company then in office will designate two persons to fill such vacancies who are not directors, officers or employees or affiliates of Parent or the Purchaser or any of their respective Subsidiaries or affiliates and such persons will be deemed to be Independent Directors for all purposes of this Agreement. Following the election or appointment of Parent's designees pursuant to this Section 2.7 and until the Effective Time, the approval of a majority of the Independent Directors, if any, will be required to authorize any: (i) termination of this Agreement by the Company; (ii) amendment of this Agreement; (iii) extension by the Company of time for performance of any obligation or action hereunder by Parent or the Purchaser; (iv) waiver by the Company of compliance with any of the agreements or conditions contained herein; (v) consent by the Company hereunder, or (vi) other action of the Company hereunder or in connection with the transactions contemplated hereby. The Company's obligations to appoint designees to the Board of Directors of the Company shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 4.2 2.7 (provided, that Purchaser shall have provided to the Company on a timely basis and shall be responsible for all information required to be included in the Schedule 14D-9 with respect to such designees) and shall include in the Schedule 14D-9 such information as is required under such Section and Schedule. 4.3.

Board of Directors; Committees. (a) If requested by PurchaserParent, the Company will, promptly following the purchase by Merger Sub of Shares pursuant to the Amended Offer, take all actions necessary to cause persons designated by Purchaser Parent to become directors of the Company so that the total number of such persons equals that number of directors, rounded up to the next whole number, which represents the product of (x) the total number of directors on the board of directors of the Company (the "Board of Directors") multiplied by (y) the percentage that the number of Shares so accepted for payment plus any Shares beneficially owned by Purchaser Parent or its affiliates on the date hereof bears to the number of Shares outstanding at the time of such acceptance for payment. In furtherance thereof, the Company will increase the size of the Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit PurchaserParent's designees to be elected to the Board of Directors; provided, however, that prior to the Effective Time, the Board of Directors shall always have at least two two, and at the Company's election three, members (one of whom shall be Richard Conte) who are neither officers of Purchaser Parent nor designees, shareholders or affiliates stockxxxxxxx xx xxfiliates of Purchaser Parent ("Purchaser Parent Insiders"). At such time, the Company, if so requested, will use its reasonable efforts to cause persons designated by Purchaser Parent to constitute the same percentage of each committee of the Board of Directors, each board of directors of each subsidiary of the Company Subsidiary and each committee of each such board (in each case to the extent of the Company's ability to elect such persons)) provided, however. The that prior to the Effective Time each such committee and each subsidiary board shall, at Company's election, always have at least one member (who may be Richard Conte) who is not a Parent Insider. Company's obligations to appoint designees axxxxxx xxxxxxees to the its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 4.2 3.4 and shall include in the Schedule 14D-9 such information as is required under such Section and Schedule. 4.3Parent agrees to furnish to Company all information concerning Parent's designees which may be necessary to comply with the foregoing and agrees that such information will comply with the Exchange Act and the rules and regulations thereunder and other applicable laws.

Board of Directors; Committees. (a) If requested by PurchaserParent, the Company will, promptly following the purchase by Merger Sub of Shares pursuant to the Amended Offer, take all actions necessary to cause persons designated by Purchaser Parent to become directors of the Company so that the total number of such persons equals that number of directors, rounded up to the next whole number, which represents the product of (x) the total number of Class A directors on the board of directors of the Company (the "Company's Board of Directors") Directors multiplied by (y) the percentage that the number of Shares so accepted for payment plus any Shares beneficially owned by Purchaser Parent or its affiliates subsidiaries on the date hereof bears to the number of Shares outstanding at the time of such acceptance for payment. In furtherance thereof, the Company will increase the size of the Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, directors as is necessary to permit Purchaser's the necessary number of Parent designees to be elected as Class A directors to the Company's Board of Directors; provided, however, that prior to the Effective Time, the Company's Board of Directors shall always have at least two three members who are neither officers members of Purchaser nor designeesthe Special Committee, shareholders or affiliates and who are otherwise qualified to serve as members of Purchaser ("Purchaser Insiders")a committee of disinterested directors. At such timePromptly following the purchase by Merger Sub of Shares pursuant to the Amended Offer, the Company, if so requested, will use its reasonable efforts to cause persons designated by Purchaser Parent to constitute the same percentage provided above of each committee of the Company's Board of Directors, each board Board of directors Directors of each subsidiary Subsidiary of the Company and each committee of each such board (in each case to the extent of the Company's Company has the ability to elect such persons). The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 4.2 and shall include in the Schedule 14D-9 such information as is required under such Section and Schedule. 4.3.

Board of Directors; Committees. (a) If requested by PurchaserAcquiror, the Company will, subject to compliance with applicable law and promptly following the purchase by Merger Sub of Shares more than 50 percent of the outstanding Company Common Stock pursuant to the Offer, take all actions necessary to cause persons designated by Purchaser Acquiror to become directors of the Company so that the total number of such persons equals that number of directors, rounded up to the next whole number, which represents the product of (x) the total number of directors on the board of directors of the Company (the "Board of Directors") Directors multiplied by (y) the percentage that the number of Shares shares of Company Common stock so accepted for payment plus any Shares beneficially owned by Purchaser or its affiliates on the date hereof bears to the number of Shares shares of Company Common Stock outstanding at the time of such acceptance for payment. In furtherance thereof, the Company will increase the size of the Board of DirectorsBoard, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit PurchaserAcquiror's designees to be elected to the Company's Board of Directors; provided, however, that prior to the Effective Time, the Company's Board of Directors shall always have at least two three members who are neither officers of Purchaser Acquiror nor designees, shareholders or affiliates of Purchaser ("Purchaser Insiders")Acquiror. At such time, the Company, if so requested, will use its reasonable efforts to also cause persons designated by Purchaser Acquiror to constitute the same percentage of each committee of the Board of Directors, each board of directors of each subsidiary of the Company and each committee of each such board (in each case to the extent of the Company's ability to elect such persons). The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 4.2 3.8 and shall include provide for inclusion in Acquiror's Schedule 14D-1 being mailed to shareholders contemporaneously with the Schedule 14D-9 commencement of the Offer such information with respect to the Company and its officers and directors as is required under such Section and ScheduleRule in order to fulfill its obligations under this Section 3.8. 4.3Acquiror will supply the Company and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. Notwithstanding anything in this Agreement to the contrary, prior to the Effective Time, the affirmative vote of a majority of the directors of the Company which are not officers of Acquiror or designees, shareholders of affiliates of Acquiror shall be required to (i) amend or terminate this Agreement on behalf the Company, (ii) exercise or waive any of the Company's rights or remedies hereunder, (iii) extend the time for performance of Merger Sub's obligations hereunder or (iv) take any other action by the Company in connection with this Agreement required to be taken by the Board of Directors.

Board of Directors; Committees. (a) If requested by Purchaser, the Company will, promptly following the purchase by Merger Sub of Shares pursuant to the Offer, take all actions necessary to cause persons designated by Purchaser to become directors of the Company so that the total number of such persons equals that number of directors, rounded up to the next whole number, which represents the product of (x) the total number of directors on the board of directors of the Company (the "Board of Directors") multiplied by (y) the percentage that the number of Shares so accepted for payment plus any Shares beneficially owned by Purchaser or its affiliates on the date hereof bears to the number of Shares outstanding at the time of such acceptance for payment. In furtherance thereof, the Company will increase the size of the Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Purchaser's designees to be elected to the Board of Directors; provided, however, that prior to the Effective Time, the Board of Directors shall always have at least two members who are neither officers of Purchaser nor designees, shareholders or affiliates of Purchaser ("Purchaser Insiders"). At such time, the Company, if so requested, will use its reasonable efforts to cause persons designated by Purchaser to constitute the same percentage of each committee of the Board of Directors, each board of directors of each subsidiary of the Company and each committee of each such board (in each case to the extent of the Company's ability to elect such persons). The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 4.2 and shall include in the Schedule 14D-9 such information as is required under such Section and Schedule. 4.3.

Board of Directors; Committees. (a) If requested by PurchaserParent, the Company will, promptly following the purchase by Merger Sub Purchaser of Shares shares of Company Common Stock pursuant to the Offer, take all actions necessary to cause persons designated by Purchaser Parent to become directors of the Company so that the total number of such persons equals that number of directors, rounded up to the next whole number, which represents the product of (x) the total number of directors on the board of directors of the Company (the "Board of Directors") multiplied by (y) the percentage that the number of Shares shares of Company Common Stock so accepted for payment and paid for by Purchaser or Parent plus any Shares shares of Company Common Stock beneficially owned by Purchaser Parent or its affiliates on the date hereof of Parent's request bears to the number total amount of Shares outstanding shares of Company Common Stock at the time of such acceptance for payment. In furtherance thereof, the Company will increase the size of the Board of DirectorsDirectors of the Company, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit PurchaserParent's designees to be elected to the Board of Directors; Directors of the Company, provided, however, that prior to the Effective Time, the Board of Directors of the Company shall always have at least two three members (the "Independent Directors") who are neither officers of Parent or Purchaser nor designees, shareholders or affiliates of Purchaser ("Purchaser Insiders")Parent or Purchaser. At such time, the Company, if so requested, will use its reasonable efforts to cause persons designated by Purchaser to constitute the same percentage of each committee of the Board of DirectorsDirectors of the Company, and each board of directors of each subsidiary Subsidiary of the Company and each committee of each such board (in each case involving Subsidiaries of the Company to the extent of the Company's ability to elect cause the election of such persons). The Company's obligations to appoint designees to the Board of Directors of the Company shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 4.2 2.7 (provided that Purchaser shall have provided to the Company on a timely basis and shall be responsible for all information required to be included in the Schedule 14D-9 with respect to such designees) and shall include in the Schedule 14D-9 such information as is required under such Section and Schedule. 4.3.

Board of Directors; Committees. (a) If requested by PurchaserParent, the Company will, promptly following the purchase by Merger Sub of Shares pursuant to the Amended Offer, take all actions necessary to cause persons designated by Purchaser Parent to become directors of the Company so that the total number of such persons equals that number of directors, rounded up to the next whole number, which represents the product of (x) the total number of directors on the board of directors of the Company (the "Board of Directors") multiplied by (y) the percentage that the number of Shares so accepted for payment plus any Shares beneficially owned by Purchaser Parent or its affiliates on the date hereof bears to the number of Shares outstanding at the time of such acceptance for payment. In furtherance thereof, the Company will increase the size of the Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit PurchaserParent's designees to be elected to the Board of Directors; provided, however, that prior to the Effective Time, the Board of Directors shall always have at least two two, and at the Company's election three, members who (one of whom shall be Richxxx Xxxxx) xxo are neither officers of Purchaser Parent nor designees, shareholders stockholders or affiliates of Purchaser Parent ("Purchaser Parent Insiders"). At such time, the Company, if so requested, will use its reasonable efforts to cause persons designated by Purchaser Parent to constitute the same percentage of each committee of the Board of Directors, each board of directors of each subsidiary of the Company Subsidiary and each committee of each such board (in each case to the extent of the Company's ability to elect such persons)) provided, however. The that prior to the Effective Time each such committee and each subsidiary board shall, at Company's election, always have at least one member (who may be Richxxx Xxxxx) xxo is not a Parent Insider. Company's obligations to appoint designees to the its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 4.2 and shall include in the Schedule 14D-9 such information as is required under such Section and Schedule. 4.3.actions