Common use of Boards of Directors and Committees Clause in Contracts

Boards of Directors and Committees. SECTION 14(F). (a) Beginning immediately after the purchase by Acquisition of Shares pursuant to the Offer following the Initial Expiration Date or, if applicable, the extended expiration date of the Offer (the "Tender Offer Purchase Time") and from time to time thereafter, and subject to the last sentence of this Section 1.3(a), Acquisition shall be entitled to designate that number (but no more than that number) of directors of the Company that would constitute a majority of the Board, and the Company shall use its best efforts to, upon request by Acquisition, promptly, at the Company's election, either increase the size of the Board or secure the resignation of such number of directors as is necessary to enable Acquisition's designees to be elected to the Board and to cause Acquisition's designees to be so elected and to constitute at all times after the Tender Offer Purchase Time a majority of the Board. At such times, and subject to the last sentence of this Section 1.3(a), the Company will use its best efforts to cause persons designated by Acquisition to constitute the same percentage as is on the Board of (i) each committee of the Board (other than any committee of the Board established to take action under this Agreement), (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board. Notwithstanding the foregoing, until the Effective Time (as defined in Section 2.3 hereof) the Company shall retain at least three directors who are directors of the Company on the date hereof (the "Continuing Directors"). (b) The Company's obligation to appoint designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Acquisition will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section and Rule. (c) From and after the time, if any, that Acquisition's designees constitute a majority of the Board until the Effective Time, any amendment, modification or waiver of any term or condition of this Agreement or the Option Agreement, any amendment or modification to the Articles of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension of time of performance of any of the obligations of Parent or Acquisition hereunder, any waiver of any condition or any of the Company's rights hereunder or other action by the Company in connection with the rights of the Company hereunder may be effected only with the approval of a majority of the Continuing Directors.

Boards of Directors and Committees. SECTION 14(FSection 14(f).. ------------------------------------------------- (a) Beginning immediately after Promptly upon the purchase by Acquisition Sub of a majority of the outstanding Shares pursuant to the Offer following or the Initial Expiration Date or, if applicable, the extended expiration date purchase by Acquisition Sub of the Offer (KKR Shares upon exercise of the "Tender Offer Purchase Time") Option pursuant to the stockholder agreement, and from time to time thereafter, and subject to the last sentence of this Section 1.3(a), Acquisition Sub shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board that equals the product of (i) the total number (but no more than that number) of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) multiplied by (ii) the Company percentage that would constitute a majority the number of Shares owned by Acquisition Sub and its affiliates (including any Shares purchased pursuant to the BoardOffer and the Stockholder Agreement) bears to the total number of outstanding Shares; provided, however, that until the Effective Time there shall be at least -------- ------- two Continuing Directors (as defined herein); and the Company shall use its best efforts toshall, upon request by AcquisitionAcquisition Sub, promptly, at the Company's election, promptly either increase the size of the Board or use its best efforts to secure the resignation of such number of directors as is necessary to enable AcquisitionAcquisition Sub's designees to be elected to the Board and to shall cause AcquisitionAcquisition Sub's designees to be so elected and to constitute at all times after the Tender Offer Purchase Time a majority of the Boardelected. At such times, and subject to the last sentence of this Section 1.3(a)Promptly upon request by Acquisition Sub, the Company will use its best efforts to cause persons designated by Acquisition Sub to constitute the same percentage as is on the Board of (i) each committee of the Board (other than any committee of the Board established to take action under this Agreement)Board, (ii) each board of directors of each subsidiary of the Company designated by Acquisition Sub and (iii) each committee of each such board. Notwithstanding the foregoing, until the time Acquisition Sub purchases Shares representing a majority of the Company's voting power on a fully- diluted basis, the Company shall use its best efforts to ensure that all of the members of the Board and such boards and committees as of the date hereof who are not employees of the Company or affiliates of the Sellers shall remain members of the Board and such boards and committees until the Effective Time (as defined in Section 2.3 hereof) the Company shall retain at least three directors who are directors of the Company on the date hereof (the "Continuing Directors"2.2). (b) The Company's obligation obligations to appoint designees to the Board shall be subject to Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1 promulgated thereunder. The ------------ Company shall promptly take all action actions required pursuant to such Section 14(f) and Rule l4f-1 in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule in order to fulfill its obligations under this Section 1.314f-1. Parent or Acquisition Sub will supply to the Company in writing and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and RuleRule 14f-1. (c) From and after After the time, if any, time that AcquisitionAcquisition Sub's designees constitute at least a majority of the Board and until the Effective Time, any amendment, modification or waiver of any term or condition of this Agreement or the Option Agreement, any amendment or modification to the Articles of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension of time of performance of any of the obligations of Parent or Acquisition hereunder, any waiver of any condition or any of the Company's rights hereunder or other action by the Company in connection with respect to this Agreement and the rights transactions contemplated hereby which materially and adversely affects the interests of the stockholders of the Company hereunder may be effected only with other than Parent and its affiliates, shall require the approval of a majority of the then serving directors, if any, who are directors as of the date hereof (the "Continuing Directors"). If -------------------- there is more than one Continuing Director and, prior to the Effective Time, the number of Continuing Directors is reduced for any reason, the remaining Continuing Director shall be entitled to designate a person to fill such vacancies, who shall be deemed a Continuing Director for purposes of this Agreement. In the event there is only one Continuing Director and he or she resigns or is removed or if all Continuing Directors resign or are removed, he, she or they, as applicable, shall be entitled to designate his, her or their successors, as the case may be, each of whom shall be deemed a Continuing Director for purposes of this Agreement. The Board shall not delegate any matter set forth in this Section 1.3 to any committee of the Board.

Boards of Directors and Committees. SECTION 14(FSection 14(f). (a) Beginning immediately Promptly after the purchase by Acquisition of Shares pursuant to the Offer following the Initial Expiration Date or, if applicable, the extended expiration date of the Offer (the "Tender Offer Purchase Time") and from time to time thereafter, and subject to the last sentence of this Section 1.3(a), Acquisition shall be entitled to designate that number (but no more than that number) of directors of the Company that would constitute constituting a majority of the Board, and the Company shall use its best efforts to, upon request by Acquisition, promptly, at the Company's election, either increase the size of the Board (subject to the provisions of Article Fifth of the Company's Certificate of Incorporation) or secure the resignation of such number of directors as is necessary to enable Acquisition's designees to be elected to the Board and to cause Acquisition's designees to be so elected and to constitute at all times after the Tender Offer Purchase Time a majority of the Board. At such times, and subject to the last sentence of this Section 1.3(a), the Company will use its best efforts to cause persons designated by Acquisition to constitute the same percentage as is on the Board of (i) each committee of the Board (other than any committee of the Board established to take action under this Agreement), (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board. Notwithstanding the foregoing, until the Effective Time (as defined in Section 2.3 hereof) (x) the Company shall retain at least three directors who are directors of the Company on the date hereof (the "Continuing Directors") and (y) Parent and Acquisition shall not, and shall cause their affiliates not to, (A) initiate, propose, vote for, or solicit others to vote for, any change in the number of directors of Prism Mortgage Company, an Illinois corporation and a wholly-owned subsidiary of the Company ("Prism Mortgage"), as of the date hereof or (B) take any action that would be reasonably likely to result in any change described in the foregoing clause (A). (b) The Company's obligation to appoint designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Acquisition will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section and Rule. (c) From and after the time, if any, that Acquisition's designees constitute a majority of the Board until the Effective Time, any amendment, modification or waiver of any term or condition of this Agreement or the Option Agreement, any amendment or modification to the Articles Certificate of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension of time of performance of any of the obligations of Parent or Acquisition hereunder, any waiver of any condition or any of the Company's rights hereunder or other action by the Company in connection with the rights of the Company hereunder may be effected only with the approval concurrence of a majority of the Continuing Directors.

Boards of Directors and Committees. SECTION 14(FSection 14(f).. ------------------------------------------------- (a) Beginning immediately after Immediately following the purchase by Acquisition delivery to the Depositary of Parent's notice of acceptance of Shares pursuant to the Offer following the Initial Expiration Date or, if applicable, the extended expiration date of the Offer (the "Tender Offer Purchase TimeNotice of --------- Acceptance") and from time to time thereafter, and subject to the last sentence of this Section 1.3(a), Acquisition if the Minimum Condition has been met, Parent shall be entitled to ---------- designate that number four of the six authorized directors on the Company's Board (but no more than that number) the "Parent Directors"). The Parent Directors shall be Xxxxxxx X. XxXxxx, Xxxxxx X. ---------------- Xxxxxxxxxxx, Xxxxx X. Xxxx and Xxxxx X. Xxxxxxx. Immediately following delivery to the Depositary of the Notice of Acceptance, the resignations as directors of the Company that would constitute a majority of Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxx and Xxxxxx X. Xxxxxxxx, delivered to Parent concurrently with the execution and delivery of this Agreement, shall be deemed effective and Xxxxx X. Xxxxxxx and Xxxxx Xxxxx, as the remaining directors of the Company (the "Continuing Directors") shall -------------------- execute and deliver a written consent or shall otherwise take effective action electing the Parent Directors to the Company's Board. The Continuing Directors shall remain members of such Board until the Effective Time (as defined in Section 2.3), and, in lieu of Continuing Directors, if the same shall not serve, the Company shall use reasonable efforts to ensure that the Company's Board shall consist of at least two members who are neither officers, stockholders, designees nor Affiliates of Parent or FD or their respective Affiliates (the "Special Directors"). In the event a Continuing Director resigns from the ----------------- Company's Board, Parent, Merger Sub and the Company shall use its best efforts to, upon request by Acquisition, promptly, at permit the Companyremaining Continuing Director or Directors to appoint the resigning director's election, either increase successor who shall be deemed to be a Continuing Director. Immediately following the size election of the Board or secure the resignation of such number of directors as is necessary to enable Acquisition's designees to be elected to the Board and to cause Acquisition's designees to be so elected and to constitute at all times after the Tender Offer Purchase Time a majority of the Board. At such times, and subject to the last sentence of this Section 1.3(a)Parent Directors, the Company will use its best reasonable efforts to cause persons designated by Acquisition Parent to constitute the same percentage as is the Parent Directors represent on the Company's Board of (i) each committee of the such Board (other than any committee of the such Board established to take action under this Agreement), (ii) each board of directors of each subsidiary Subsidiary of the Company and (iii) each committee of each such board. Notwithstanding the foregoing, until the Effective Time (as defined in Section 2.3 hereof) the Company shall retain at least three directors who are directors of the Company on the date hereof (the "Continuing Directors"). (b) The Company's obligation to appoint designees to the Company's Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Acquisition Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates Affiliates required by such Section and Rule. (c) From and after Following the time, if any, that Acquisitionelection or appointment of Parent's designees constitute a majority of the Board until pursuant to this Section 1.3 and prior to the Effective Time, if there shall be any amendment, modification or waiver of any term or condition of this Agreement or the Option AgreementContinuing Directors and/or Special Directors, any amendment or modification to the Articles of Incorporation or By-Laws of the Companythis Agreement, any termination of this Agreement by the Company, any extension by the Company of the time of for the performance of any of the obligations or other acts of Parent or Acquisition hereunder, any waiver of any condition or any of the Company's rights hereunder or other action by hereunder, will require the Company in connection with the rights of the Company hereunder may be effected only with the approval concurrence of a majority of the such Continuing Directors and Special Directors.

Boards of Directors and Committees. SECTION 14(FSection 14(f). (a) Beginning immediately Promptly after the purchase by Acquisition of Shares pursuant to the Offer following the Initial Expiration Date or, if applicable, the extended expiration date of the Offer (the "Tender Offer Purchase Time") and from time to time thereafter, and subject to the last sentence of this Section 1.3(a), Acquisition shall be entitled to designate that number (but no more than that number) of directors of the Company that would constitute constituting a majority of the Board, and the Company shall use its best efforts to, upon request by Acquisition, promptly, at the Company's election, either increase the size of the Board (subject to the provisions of Article Fifth of the Company's Certificate of Incorporation) or secure the resignation of such number of directors as is necessary to enable Acquisition's designees to be elected to the Board and to cause Acquisition's designees to be so elected and to constitute at all times after the Tender Offer Purchase Time a majority of the Board. At such times, and subject to the last sentence of this Section 1.3(a), the Company will use its best efforts to cause persons designated by Acquisition to constitute the same percentage as is on the Board of (i) each committee of the Board (other than any committee of the Board established to take action under this Agreement), (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board. Notwithstanding the foregoing, until the Effective Time (as defined in Section 2.3 hereof) (x) the Company shall retain at least three directors who are directors of the Company on the date hereof (the "Continuing Directors") and (y) Parent and Acquisition shall not, and shall cause their affiliates not to, (A) initiate, propose, vote for, or solicit others to vote for, any change in the number of directors of Prism Mortgage Company, an Illinois corporation and a wholly-owned subsidiary of the Company ("Prism Mortgage"), as of the date hereof or (B) take any action that would be reasonably likely to result in any change described in the foregoing clause (A). (b) The Company's obligation to appoint designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Acquisition will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section and Rule. (c) From and after the time, if any, that Acquisition's designees constitute a majority of the Board until the Effective Time, any amendment, modification or waiver of any term or condition of this Agreement or the Option Agreement, any amendment or modification to the Articles of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension of time of performance of any of the obligations of Parent or Acquisition hereunder, any waiver of any condition or any of the Company's rights hereunder or other action by the Company in connection with the rights of the Company hereunder may be effected only with the approval of a majority of the Continuing Directors.

Boards of Directors and Committees. SECTION 14(FSection 14(f). (a) Beginning immediately after Promptly upon the purchase by Acquisition Purchaser of Shares pursuant to the Offer following the Initial Expiration Date or, if applicable, the extended expiration date of the Offer (the "Tender Offer Purchase Time") and from time to time thereafter, and subject to the last sentence of this Section 1.3(a), Acquisition Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number (but no more than that number) of directors on the Company's Board of Directors (giving effect to the Company election of any additional directors pursuant to this Section) and (ii) the percentage that would constitute a majority the number of Shares owned by Purchaser and its affiliates (including any Shares purchased pursuant to the BoardOffer) bears to the total number of outstanding Shares, and the Company shall use its best efforts toshall, upon request by AcquisitionPurchaser, promptlysubject to the provisions of Section 1.5(b), at the Company's election, promptly either increase the size of its Board of Directors (and shall, if necessary, amend the Board Company's By-Laws to permit such an increase) or use its best efforts to secure the resignation of such number of directors as is necessary to enable AcquisitionPurchaser's designees to be elected to the such Board of Directors, and to shall cause AcquisitionPurchaser's designees to be so elected and to constitute at all times after elected. Promptly upon request by Purchaser, the Tender Offer Purchase Time a majority of the Board. At such timesCompany will, and subject to the last sentence provisions of this Section 1.3(a1.5(b), the Company will use its best efforts to cause persons designated by Acquisition Purchaser to constitute the same percentage as is on the number of Purchaser's designees to the Company's Board of Directors bears to the total number of directors on such Board of Directors on (i) each committee of the such Board (other than any committee of the Board established to take action under this Agreement)Directors, (ii) each board of directors or similar governing body or bodies of each subsidiary of the Company designated by Purchaser and (iii) each committee of each such board. Notwithstanding the foregoing, until the Effective Time (as defined in Section 2.3 hereof) the Company shall retain at least three directors who are directors of the Company on the date hereof (the "Continuing Directors")board or body. (b) The Company's obligation 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 promulgated thereunder. The Company shall promptly take all action actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3 1.5 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 Statement provided to shareholders such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule in order to fulfill its obligations under this Section 1.314f-1. Acquisition Parent or Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and RuleRule 14f-1. (c) From and after Following the time, if any, that Acquisitionelection or appointment of Purchaser's designees constitute a majority of the Board until pursuant to this Section 1.5 and prior to the Effective TimeTime (as defined below), any amendment, modification or waiver of any term or condition amendment of this Agreement or the Option Agreement, any amendment or modification to the Restated Articles of Incorporation or By-By- Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time of for the performance of any of the obligations or other acts of Parent or Acquisition hereunder, Purchaser or any waiver of any condition or any of the Company's rights hereunder or other action by will require the Company in connection with the rights of the Company hereunder may be effected only with the approval concurrence of a majority of the Continuing Directorsdirectors of the Company then in office who are not designees of Purchaser or employees of the Company.

Boards of Directors and Committees. SECTION 14(FSection 14(f). (a) Beginning immediately after Promptly upon the purchase by Acquisition of Shares pursuant to the Offer following the Initial Expiration Date or, if applicable, the extended expiration date of (as such date may be extended) of, and pursuant to, the Offer (the "Tender Offer Purchase Time") and from time to time thereafter, and subject to the last sentence of this Section 1.3(a), Acquisition shall be entitled to designate that number (but no more than that number) of directors of the Company that would constitute constituting a majority of the Board, and the Company shall use its best efforts to, upon request by Acquisition, promptly, at the Company's election, either increase the size of the Board to the extent permitted by its Certificate of Incorporation or secure the resignation of such number of directors as is necessary to enable Acquisition's designees to be elected to the Board and to cause Acquisition's designees to be so elected and to constitute at all times after the Tender Offer Purchase Time a majority of the Board. At such times, and subject to the last sentence of this Section 1.3(a), the Company will use its best efforts to cause persons designated by Acquisition to constitute the same percentage as is on the Board of (i) each committee of the Board (other than any committee of the Board established to take action under this Agreement), (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board. Notwithstanding the foregoing, the Company shall use reasonable efforts to encourage Xxxxx X. Xxxxxxx and Xxxx Xxxxxxxxxx to remain members of the Board until the Effective Time (as defined in Section 2.3 hereof) the Company shall retain at least three directors who are directors of the Company on the date hereof (the "Continuing Directors"determined herein). (b) The Company's obligation to appoint designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Acquisition will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section and Rule. (c) From and after Following the time, if any, that election or appointment of Acquisition's designees constitute a majority of the Board until pursuant to this Section 1.3 and prior to the Effective Time, any amendmentamendment or termination of this Agreement, modification extension of the performance or waiver of any term or condition of this Agreement or the Option Agreement, any amendment or modification to the Articles of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension of time of performance of any of the obligations or other acts of Parent Parent, GP or Acquisition hereunder, any or waiver of any condition or any of the Company's rights hereunder or other action by hereunder, shall require the Company in connection with the rights of the Company hereunder may be effected only with the approval concurrence of a majority of the Company's directors (or the concurrence of the director, if there is only one remaining) then in office who are directors on the date hereof, or are directors (other than directors designated by Acquisition in accordance with this Section 1.3) designated by such persons to fill any vacancy (the "Continuing Directors").

Boards of Directors and Committees. SECTION 14(F).. ------------------------------------------------- (a) Beginning immediately after Promptly upon the purchase by Acquisition of Shares shares of Company Common Stock pursuant to the Offer following the Initial Expiration Date or, if applicable, the extended expiration date of the Offer (the "Tender Offer Purchase Time") and from time to time thereafter, and subject to the last sentence of this Section 1.3(a), Acquisition shall be entitled to designate that up to such number (but no more than that of directors, rounded up to the next whole number) , on the Company Board as will give Acquisition representation on the Company Board equal to the product of the number of directors on the Board (giving effect to any increase in the number of directors pursuant to this Section 1.3) and the percentage that such number of shares of Company that would constitute Common Stock so purchased bears to the total number of outstanding shares of Company Common Stock on a majority of the Boardfully diluted basis, and the Company shall use its reasonable best efforts to, upon request by Acquisition, promptly, at the Company's election, either increase the size of the Board or secure the resignation of such number of directors as is necessary to enable Acquisition's designees to be elected to the Company Board and to cause Acquisition's designees to be so elected and to constitute at all times after the Tender Offer Purchase Time a majority of the Boardelected. At such times, and subject to the last sentence of this Section 1.3(a), the Company will use its reasonable best efforts to cause persons designated by Acquisition to constitute the same percentage as is on the Company Board of (i) each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement), (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board. Notwithstanding the foregoing, Parent and Acquisition agree that, until the Effective Time (as defined in Section 2.3 hereof) consummation of the Company shall retain at least three directors who are directors Merger, Parent and Acquisition will not cause the removal of Messrs. Xxxxxx, Xxxxx or Xxxxxxxxx from the Board of Directors of the Company and shall permit such persons to remain as members of the Special Committee of the Board of Directors responsible for addressing on behalf of the Company any issues that arise under this Agreement between the Company, on the date hereof (one hand, and Parent and Acquisition, on the "Continuing Directors")other hand. (b) The Company's obligation to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Acquisition will supply furnish to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section and Rule. (c) From and after Following the time, if any, that election or appointment of Acquisition's designees constitute a majority of the Board until pursuant to this Section 1.3 and prior to the Effective Time, if there shall be any amendment, modification or waiver directors of any term or condition the Company who were directors as of this Agreement or the Option Agreementdate hereof, any amendment or modification to the Articles of Incorporation or By-Laws of the Companythis Agreement, any termination of this Agreement by the Company, any extension by the Company of the time of for the performance of any of the obligations or other acts of Acquisition or Parent or Acquisition hereunder, any waiver of any condition or any of the Company's rights hereunder or other action by hereunder, will require the Company in connection with the rights of the Company hereunder may be effected only with the approval concurrence of a majority of the Continuing Directorssuch directors.

Boards of Directors and Committees. SECTION 14(F). (a) Beginning immediately after Effective upon the purchase acceptance for payment by Acquisition Merger Subsidiary of Shares pursuant to the Offer following the Initial Expiration Date or, if applicable, the extended expiration date of the Offer (the "Tender Offer Purchase Time"“Appointment Date”) and from time to time thereafter, if the Minimum Condition has been met, and subject to the second to last sentence of this Section 1.3(a), Acquisition Parent shall be entitled to designate that up to such number (but no more than that of directors, rounded up to the next whole number) , on the Company Board as will give Parent representation on the Company Board equal to the product of the number of directors of on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 1.3) and the percentage that would constitute a majority such number of Shares so purchased bears to the Boardtotal number of outstanding Shares, and the Company shall use its best efforts to, upon request by AcquisitionParent, promptly, at the Company's ’s election, either increase the size of the Company Board or secure the resignation of such number of directors as is necessary to enable Acquisition's Parent’s designees to be elected to the Company Board and to cause Acquisition's Parent’s designees to be so elected and to constitute at all times after the Tender Offer Purchase Time a majority of the Boardelected. At such times, and subject to the second to last sentence of this Section 1.3(a), the Company will shall use its best efforts to cause persons the individuals designated by Acquisition Parent to constitute the same percentage as is on the Company Board of (i) each committee of the Board (other than any committee of the Board established to take action under this Agreement)Company Board, (ii) each board of directors of each subsidiary of the Company (subject to applicable Laws and except to the extent described in Schedule 1.3(a)) and (iii) each committee of each such boardboard of directors. Notwithstanding the foregoing, until the Effective Time (as defined in Section 2.3 hereof) the Company shall retain at least three directors who are directors use its commercially reasonable efforts to ensure that two of the members of the Company on Board as of the date hereof (the "“Continuing Directors")”) shall remain members of such Board until the Effective Time. If a Continuing Director resigns from the Company Board, Parent, Merger Subsidiary and the Company shall permit the remaining Continuing Director or Directors to appoint the resigning Director’s successor who shall be deemed to be a Continuing Director. (b) The Company's ’s obligation to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Acquisition will Parent shall promptly supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section and Rule. (c) From and after Following the timeAppointment Date, if any, that Acquisition's designees constitute a majority of the Board until the Effective Time, there shall be any amendment, modification or waiver of any term or condition of this Agreement or the Option AgreementContinuing Directors, any amendment or modification to the Articles of Incorporation or By-Laws of the Companythis Agreement, any termination of this Agreement by the Company, any extension by the Company of the time of for the performance of any of the obligations or other acts of Parent or Acquisition hereunder, Merger Subsidiary or any waiver of any condition or any of the Company's ’s rights hereunder or any other determination with respect to any action to be taken or not to be taken by the Company in connection with relating to this Agreement, will require the rights of the Company hereunder may be effected only with the approval concurrence of a majority of the such Continuing Directors.

Boards of Directors and Committees. SECTION 14(FSection 14(f).. ------------------------------------------------- (a) Beginning immediately after Promptly upon the purchase by Acquisition Subsidiary of Shares pursuant to the Offer following the Initial Expiration Date or, if applicable, the extended expiration date of the Offer (the "Tender Offer Purchase Time") and from time to time thereafter, so long as Parent and subject to the last sentence Subsidiary are not in material breach of this Section 1.3(a)their respective obligations hereunder, Acquisition Subsidiary shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board that equals the product of (i) the total number (but no more than that number) of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the Company percentage that would constitute a majority the number of Shares owned by Subsidiary and its affiliates (including any Shares purchased pursuant to the BoardOffer) bears to the total number of outstanding Shares, and the Company shall use its best efforts toshall, upon request by AcquisitionSubsidiary, promptly, at the Company's election, promptly either increase the size of the Board to the extent permitted by applicable law or use its reasonable best efforts to secure the resignation of such number of directors as is necessary to enable AcquisitionSubsidiary's designees to be elected to the Board and to shall cause AcquisitionSubsidiary's designees to be so elected and to constitute elected; provided, however, that at all times prior to the Completion of the Acquisition at least two persons who are directors of the Company as of the date hereof and designated by the Company as soon as reasonably practicable after the Tender Offer Purchase Time a majority date hereof (or who are designated by such designated directors) shall be entitled to remain directors of the BoardCompany (the "Continuing Directors"). At such times, and subject to the last sentence of this Section 1.3(a)Promptly upon request by Subsidiary, the Company will use its reasonable best efforts to cause persons designated by Acquisition Subsidiary to constitute the same percentage as is the number of Subsidiary's designees to the Board bears to the total number of directors on the Board of on (i) each committee of the Board (other than any committee of the Board established to take action under this Agreement)Board, (ii) each board of directors or similar governing body or bodies of each subsidiary of the Company designated by Subsidiary and (iii) each committee of each such boardboard or body. Notwithstanding the foregoing, until the Effective Time (as defined in Section 2.3 hereof) completion of the Offer, the Company shall retain at least three directors use its reasonable best efforts to ensure that all of the members of the Board and of such boards, bodies and committees as of the date hereof who are directors not employees of the Company shall remain members of the Board and such boards, bodies and committees. In complying with this subsection (a) and without restricting the right of the two Continuing Directors to serve on the date hereof (Board, the "Continuing Directors")parties shall cause the composition of the Board and its committees to comply with applicable law and listing requirements. (b) The Company's obligation obligations to appoint designees to the Board shall be subject to Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 Board Recommendation Statement such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule in order to fulfill its obligations under this Section 1.314f-1. Acquisition Parent or Subsidiary will supply to the Company in writing and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and RuleRule 14f-1. (c) From and after Following the time, if any, that Acquisitionelection or appointment of Subsidiary's designees constitute a majority of to the Board until pursuant to this Section 1.3 and prior to the Effective Time, any amendment, amendment or modification or waiver of any term or condition of this Agreement or the Option Agreement, any amendment or modification to the Articles of Incorporation Association or By-Laws Memorandum of Association of the Company, any termination of this Agreement by the Company, any extension by the Company of the time of for the performance of any of the obligations or other acts of Parent or Acquisition hereunderSubsidiary, any waiver of any condition or any of the Company's rights hereunder or any other action by with respect to this Agreement or the Company in connection with transactions contemplated hereby which is materially adverse to holders of Shares generally (other than Subsidiary) will require the rights concurrence of the Company hereunder may be effected only with the approval of a majority at least fifty percent of the Continuing Directors.

Boards of Directors and Committees. SECTION 14(FSection 14(f). (a) Beginning immediately after Promptly upon the purchase by Acquisition of Shares pursuant to the Offer following the Initial Expiration Date or, if applicable, the extended expiration date of (as such date may be extended) of, and pursuant to, the Offer (the "Tender Offer Purchase Time") and from time to time thereafter, and subject to the last sentence of this Section 1.3(a), Acquisition shall be entitled to designate that number (but no more than that number) of directors of the Company that would constitute constituting a majority of the Board, and the Company shall use its best efforts to, upon request by Acquisition, promptly, at the Company's election, either increase the size of the Board to the extent permitted by its Certificate of Incorporation or secure the resignation of such number of directors as is necessary to enable Acquisition's designees to be elected to the Board and to cause Acquisition's designees to be so elected and to constitute at all times after the Tender Offer Purchase Time a majority of the Board. At such times, and subject to the last sentence of this Section 1.3(a), the Company will use its best efforts to cause persons designated by Acquisition to constitute the same percentage as is on the Board of (i) each committee of the Board (other than any committee of the Board established to take action under this Agreement), (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board. Notwithstanding the foregoing, the Company shall use reasonable efforts to encourage Jamex X. Xxxxxxx xxx Fred Xxxxxxxxxx xx remain members of the Board until the Effective Time (as defined in Section 2.3 hereof) the Company shall retain at least three directors who are directors of the Company on the date hereof (the "Continuing Directors"determined herein). (b) The Company's obligation to appoint designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Acquisition will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section and Rule. (c) From and after the time, if any, that Acquisition's designees constitute a majority of the Board until the Effective Time, any amendment, modification or waiver of any term or condition of this Agreement or the Option Agreement, any amendment or modification to the Articles of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension of time of performance of any of the obligations of Parent or Acquisition hereunder, any waiver of any condition or any of the Company's rights hereunder or other action by the Company in connection with the rights of the Company hereunder may be effected only with the approval of a majority of the Continuing Directors.required

Boards of Directors and Committees. SECTION 14(FSection 14(f). (a) Beginning immediately after Promptly upon the purchase by Acquisition Parent of Shares pursuant to the Offer following the Initial Expiration Date or, if applicable, the extended expiration date of the Offer (the "Tender Offer Purchase Time") and from time to time thereafter, if the Minimum Condition has been met, and subject to the second to last sentence of this Section 1.3(a), Acquisition Parent shall be entitled to designate that up to such number (but no more than that of directors, rounded up to the next whole number) , on the Board of directors Directors of the Company that would constitute a majority as will give Parent representation on such Board equal to the product of the Boardnumber of directors on such Board (giving effect to any increase in the 3 9 number of directors pursuant to this Section 1.3) and the percentage that such number of Shares so purchased bears to the total number of outstanding Shares on a fully-diluted basis, and the Company shall use its best efforts to, upon request by AcquisitionParent, promptly, at the Company's election, either increase the size of its Board of Directors (subject to the Board provisions of Article Sixth of the Company's certificate of incorporation) or secure the resignation of such number of directors as is necessary to enable AcquisitionParent's designees to be elected to the such Board and to cause AcquisitionParent's designees to be so elected and to constitute at all times after the Tender Offer Purchase Time a majority of the Boardelected. At such times, and subject to the second to last sentence of this Section 1.3(a), the Company will use its best efforts to cause persons designated by Acquisition Parent to constitute the same percentage as is on the Company's Board of Directors of (i) each committee of the such Board (other than any committee of the such Board established to take action under this Agreement), (ii) each board Board of directors Directors of each subsidiary Subsidiary of the Company and (iii) each committee of each such boardBoard. Notwithstanding the foregoing, the Company shall use its best efforts to ensure that three of the members of its Board of Directors as of the date hereof ("Continuing Directors") shall remain members of such Board until the Effective Time (as defined in Section 2.3 hereof) 2.3). In the event a Continuing Director resigns from the Company's Board of Directors, Parent, Merger Sub and the Company shall retain at least three directors permit the remaining Continuing Director or Directors to appoint the resigning director's successor who are directors of the Company on the date hereof (the "shall be deemed to be a Continuing Directors")Director. (b) The Company's obligation to appoint designees to the its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Acquisition Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates Affiliates required by such Section and Rule. . (c) From and after Following the time, if any, that Acquisitionelection or appointment of Parent's designees constitute a majority of the Board until pursuant to this Section 1.3 and prior to the Effective Time, if there shall be any amendment, modification or waiver of any term or condition of this Agreement or the Option AgreementContinuing Directors, any amendment or modification to the Articles of Incorporation or By-Laws of the Companythis Agreement, any termination of this Agreement by the Company, any extension by the Company of the time of for the performance of any of the obligations or other acts of Parent or Acquisition hereunder, any waiver of any condition or any of the Company's rights hereunder or other action by hereunder, will require the Company in connection with the rights of the Company hereunder may be effected only with the approval concurrence of a majority of the such Continuing Directors.. ARTICLE II

Boards of Directors and Committees. SECTION 14(FSection 14(f). (a) Beginning immediately after Promptly upon the purchase by Acquisition of Shares pursuant to the Offer following the Initial Expiration Date or, if applicable, the extended expiration date of (as such date may be extended) of, and pursuant to, the Offer (the "Tender Offer Purchase Time") and from time to time thereafter, and subject to the last sentence of this Section 1.3(a), Acquisition shall be entitled to designate that number (but no more than that number) of directors of the Company that would constitute constituting a majority of the Board, and the Company shall use its best efforts to, upon request by Acquisition, promptly, at the Company's election, either increase the size of the Board to the extent permitted by its Certificate of Incorporation or secure the resignation of such number of directors as is necessary to enable Acquisition's designees to be elected to the Board and to cause Acquisition's designees to be so elected and to constitute at all times after the Tender Offer Purchase Time a majority of the Board. At such times, and subject to the last sentence of this Section 1.3(a), the Company will use its best efforts to cause persons designated by Acquisition to constitute the same percentage as is on the Board of (i) each committee of the Board (other than any committee of the Board established to take action under this Agreement), (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board. Notwithstanding the foregoing, the Company shall use reasonable efforts to encourage Jamex X. Xxxxxxx xxx Fred Xxxxxxxxxx xx remain members of the Board until the Effective Time (as defined in Section 2.3 hereof) the Company shall retain at least three directors who are directors of the Company on the date hereof (the "Continuing Directors"determined herein). (b) The Company's obligation to appoint designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Acquisition will supply to the Company in writing 10 and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section and Rule. (c) From and after Following the time, if any, that election or appointment of Acquisition's designees constitute a majority of the Board until pursuant to this Section 1.3 and prior to the Effective Time, any amendmentamendment or termination of this Agreement, modification extension of the performance or waiver of any term or condition of this Agreement or the Option Agreement, any amendment or modification to the Articles of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension of time of performance of any of the obligations or other acts of Parent Parent, GP or Acquisition hereunder, any or waiver of any condition or any of the Company's rights hereunder or other action by hereunder, shall require the Company in connection with the rights of the Company hereunder may be effected only with the approval concurrence of a majority of the Company's directors (or the concurrence of the director, if there is only one remaining) then in office who are directors on the date hereof, or are directors (other than directors designated by Acquisition in accordance with this Section 1.3) designated by such persons to fill any vacancy (the "Continuing Directors").

Boards of Directors and Committees. SECTION 14(FSection 14(f). (a) Beginning immediately after Promptly upon the purchase by Acquisition Parent of Shares pursuant to the Offer following the Initial Expiration Date or, if applicable, the extended expiration date of the Offer (the "Tender Offer Purchase Time") and from time to time thereafter, if the Minimum Condition has been met, and subject to the second to last sentence of this Section 1.3(a), Acquisition Parent shall be entitled to designate that up to such number (but no more than that of directors, rounded up to the next whole number) , on the Board of directors Directors of the Company that would constitute a majority as will give Parent representation on such Board equal to the product of the Boardnumber of directors on such Board (giving effect to any increase in the number of directors pursuant to this Section 1.3) and the percentage that such number of Shares so purchased bears to the total number of outstanding Shares on a fully-diluted basis, and the Company shall use its best efforts to, upon request by AcquisitionParent, promptly, at the Company's election, either increase the size of its Board of Directors (subject to the Board provisions of Article Sixth of the Company's certificate of incorporation) or secure the resignation of such number of directors as is necessary to enable AcquisitionParent's designees to be elected to the such Board and to cause AcquisitionParent's designees to be so elected and to constitute at all times after the Tender Offer Purchase Time a majority of the Boardelected. At such times, and subject to the second to last sentence of this Section 1.3(a), the Company will use its best efforts to cause persons designated by Acquisition Parent to constitute the same percentage as is on the Company's Board of Directors of (i) each committee of the such Board (other than any committee of the such Board established to take action under this Agreement), (ii) each board Board of directors Directors of each subsidiary Subsidiary of the Company and (iii) each committee of each such boardBoard. Notwithstanding the foregoing, the Company shall use its best efforts to ensure that three of the members of its Board of Directors as of the date hereof ("Continuing Directors") shall remain members of such Board until the Effective Time (as defined in Section 2.3 hereof) 2.3). In the event a Continuing Director resigns from the Company's Board of Directors, Parent, Merger Sub and the Company shall retain at least three directors permit the remaining Continuing Director or Directors to appoint the resigning director's successor who are directors of the Company on the date hereof (the "shall be deemed to be a Continuing Directors")Director. (b) The Company's obligation to appoint designees to the its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Acquisition Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates Affiliates required by such Section and Rule. . (c) From and after Following the time, if any, that Acquisitionelection or appointment of Parent's designees constitute a majority of the Board until pursuant to this Section 1.3 and prior to the Effective Time, if there shall be any amendment, modification or waiver of any term or condition of this Agreement or the Option AgreementContinuing Directors, any amendment or modification to the Articles of Incorporation or By-Laws of the Companythis Agreement, any termination of this Agreement by the Company, any extension by the Company of the time of for the performance of any of the obligations or other acts of Parent or Acquisition hereunder, any waiver of any condition or any of the Company's rights hereunder or other action by hereunder, will require the Company in connection with the rights of the Company hereunder may be effected only with the approval concurrence of a majority of the such Continuing Directors.. ARTICLE II

Boards of Directors and Committees. SECTION 14(F14(f). (a) Beginning immediately after Promptly upon the purchase by Acquisition Subsidiary of Shares pursuant to the Offer following the Initial Expiration Date or, if applicable, the extended expiration date of the Offer (the "Tender Offer Purchase Time") and from time to time thereafter, so long as Parent and subject to the last sentence Subsidiary are not in material breach of this Section 1.3(a)their respective obligations hereunder, Acquisition Subsidiary shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board that equals the product of (i) the total number (but no more than that number) of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the Company percentage that would constitute a majority the number of Shares owned by Subsidiary and its affiliates (including any Shares purchased pursuant to the BoardOffer) bears to the total number of outstanding Shares, and the Company shall use its best efforts toshall, upon request by AcquisitionSubsidiary, promptly, at the Company's election, promptly either increase the size of the Board to the extent permitted by applicable law or use its reasonable best efforts to secure the resignation of such number of directors as is necessary to enable AcquisitionSubsidiary's designees to be elected to the Board and to shall cause AcquisitionSubsidiary's designees to be so elected and to constitute elected; PROVIDED, HOWEVER, that at all times prior to the Completion of the Acquisition at least two persons who are directors of the Company as of the date hereof and designated by the Company as soon as reasonably practicable after the Tender Offer Purchase Time a majority date hereof (or who are designated by such designated directors) shall be entitled to remain directors of the BoardCompany (the "Continuing Directors"). At such times, and subject to the last sentence of this Section 1.3(a)Promptly upon request by Subsidiary, the Company will use its reasonable best efforts to cause persons designated by Acquisition Subsidiary to constitute the same percentage as is the number of Subsidiary's designees to the Board bears to the total number of directors on the Board of on (i) each committee of the Board (other than any committee of the Board established to take action under this Agreement)Board, (ii) each board of directors or similar governing body or bodies of each subsidiary of the Company designated by Subsidiary and (iii) each committee of each such boardboard or body. Notwithstanding the foregoing, until the Effective Time (as defined in Section 2.3 hereof) completion of the Offer, the Company shall retain at least three directors use its reasonable best efforts to ensure that all of the members of the Board and of such boards, bodies and committees as of the date hereof who are directors not employees of the Company shall remain members of the Board and such boards, bodies and committees. In complying with this subsection (a) and without restricting the right of the two Continuing Directors to serve on the date hereof (Board, the "Continuing Directors")parties shall cause the composition of the Board and its committees to comply with applicable law and listing requirements. (b) The Company's obligation obligations to appoint designees to the Board shall be subject to Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Acquisition will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section and Rule. (c) From and after the time, if any, that Acquisition's designees constitute a majority of the Board until the Effective Time, any amendment, modification or waiver of any term or condition of this Agreement or the Option Agreement, any amendment or modification to the Articles of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension of time of performance of any of the obligations of Parent or Acquisition hereunder, any waiver of any condition or any of the Company's rights hereunder or other action by the Company in connection with the rights of the Company hereunder may be effected only with the approval of a majority of the Continuing Directors.this

Boards of Directors and Committees. SECTION 14(F). (a) Beginning immediately after Effective upon the purchase acceptance for payment by Acquisition Merger Subsidiary of Shares pursuant to the Offer following the Initial Expiration Date or, if applicable, the extended expiration date of the Offer (the "Tender Offer Purchase TimeAppointment Date") and from time to time thereafter, if the Minimum Condition has been met, and subject to the second to last sentence of this Section 1.3(a), Acquisition Parent shall be entitled to designate that up to such number (but no more than that of directors, rounded up to the next whole number) , on the Company Board as will give Parent representation on the Company Board equal to the product of the number of directors of on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 1.3) and the percentage that would constitute a majority such number of Shares so purchased bears to the Boardtotal number of outstanding Shares, and the Company shall use its best efforts to, upon request by AcquisitionParent, promptly, at the Company's election, either increase the size of the Company Board or secure the resignation of such number of directors as is necessary to enable AcquisitionParent's designees to be elected to the Company Board and to cause AcquisitionParent's designees to be so elected and to constitute at all times after the Tender Offer Purchase Time a majority of the Boardelected. At such times, and subject to the second to last sentence of this Section 1.3(a), the Company will shall use its best efforts to cause persons the individuals designated by Acquisition Parent to constitute the same percentage as is on the Company Board of (i) each committee of the Board (other than any committee of the Board established to take action under this Agreement)Company Board, (ii) each board of directors of each subsidiary of the Company (subject to applicable Laws and except to the extent described in Schedule 1.3(a)) and (iii) each committee of each such boardboard of directors. Notwithstanding the foregoing, until the Effective Time (as defined in Section 2.3 hereof) the Company shall retain at least three directors who are directors use its commercially reasonable efforts to ensure that two of the members of the Company on Board as of the date hereof (the "Continuing Directors")) shall remain members of such Board until the Effective Time. If a Continuing Director resigns from the Company Board, Parent, Merger Subsidiary and the Company shall permit the remaining Continuing Director or Directors to appoint the resigning Director's successor who shall be deemed to be a Continuing Director. (b) The Company's obligation to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Acquisition will Parent shall promptly supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section and Rule. (c) From and after Following the timeAppointment Date, if any, that Acquisition's designees constitute a majority of the Board until the Effective Time, there shall be any amendment, modification or waiver of any term or condition of this Agreement or the Option AgreementContinuing Directors, any amendment or modification to the Articles of Incorporation or By-Laws of the Companythis Agreement, any termination of this Agreement by the Company, any extension by the Company of the time of for the performance of any of the obligations or other acts of Parent or Acquisition hereunder, Merger Subsidiary or any waiver of any condition or any of the Company's rights hereunder or any other determination with respect to any action to be taken or not to be taken by the Company in connection with relating to this Agreement, will require the rights of the Company hereunder may be effected only with the approval concurrence of a majority of the such Continuing Directors.