Common use of Board Representation Upon Reduction in Crescendo Ownership Clause in Contracts

Board Representation Upon Reduction in Crescendo Ownership. Notwithstanding anything to the contrary herein, at any time during the term hereof, (i) if Crescendo owns less than the lesser of 5% of the Company’s outstanding Voting Securities (as defined in Section 12) and 1,108,967 shares of common the Company’s stock (“Common Stock”), but more than the lesser of 1% of the Company’s outstanding Voting Securities and 221,973 shares of Common Stock, it will be entitled to representation on the Board of no more than two Crescendo Directors and (ii) if Crescendo owns less than the lesser of 1% of the Company’s outstanding Voting Securities and 221,973 shares of common stock, it will not be entitled to any representation on the Board. Immediately after Crescendo’s beneficial ownership of the Company’s Voting Securities falls below the aforementioned requisite thresholds, Crescendo will so notify the Company and will cause the appropriate number of Crescendo Directors to immediately resign. If a Crescendo Director is required to resign from the Board pursuant to subpart (i) of the preceding sentence, Crescendo will cause a Crescendo Director appointed to the class of directors whose terms expire at the 2009 Annual Meeting to resign.

Board Representation Upon Reduction in Crescendo Ownership. Notwithstanding anything to the contrary herein, at any time during the term hereof, (iA) if Crescendo owns less than the lesser of 5% of the Company’s outstanding Voting Securities (as such term is defined in Section 1210) and 1,108,967 1,065,774 shares of common the Company’s common stock (“Common Stock”), but more than the lesser of 1% of the Company’s outstanding Voting Securities and 221,973 213,155 shares of Common Stock, it will be entitled to representation on the Board of no more than two Crescendo Directors and (iiB) if Crescendo owns less than the lesser of 1% of the Company’s outstanding Voting Securities and 221,973 213,155 shares of common stock, it will not be entitled to any representation on the Board. Immediately after Crescendo’s beneficial ownership of the Company’s Voting Securities falls below the aforementioned requisite thresholds, Crescendo will so notify the Company and will cause the appropriate number of Crescendo Directors to immediately resign. If a Crescendo Director is required to resign from the Board pursuant to subpart (iA) of the preceding sentence, Crescendo will cause a Crescendo Director appointed to the class of directors whose current terms expire at the 2009 Annual Meeting to resign.