Boards of Directors; Committees. If requested by Purchaser, the Company will, subject to compliance with applicable law and promptly following the purchase by Merger Sub of such number of Shares pursuant to the Offer as satisfies the Minimum Condition, 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 not less than the product of the total number of directors on the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub or any affiliate of Merger Sub bears to the total number of Shares then outstanding. In furtherance thereof, the Company will increase the size of the Board, 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 Company's Board of Directors; provided that at all times prior to the Effective Time, the Company's Board of Directors shall consist of at least two members who are neither officers nor employees of 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 such board, 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 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 and shall include in the Schedule 14D-9, or in a separate Rule 14f-1 information statement provided to stockholders, such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 4.2. Purchaser and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1.
Boards of Directors; Committees. (a) If requested by Parent, the Company will, subject to compliance with applicable law, immediately following the Acceptance Time and the payment by Merger Sub for Shares pursuant to
Boards of Directors; Committees. SECTION 14(F). (a) Promptly after the purchase of and payment pursuant to the Offer of such number of Shares that satisfies the Minimum Condition, Acquisition shall be entitled to designate for election to the Board such number of persons as will cause a majority of directors of the Company to consist of persons designated by Acquisition, and the Company shall, upon written request by Acquisition, promptly, at the Company's election, either increase the size of the Board or take such other actions as may be necessary so as to include on, and cause to be elected to the Board, the individual or individuals designated by Acquisition.
Boards of Directors; Committees. Prior to the closing of the Initial Public Offering, (a) expand the number of members of the Board to more than the sum of (i) the then current number of Principal Investor Groups and (ii) three, (b) elect any director to the Board pursuant to Section 4.5.2 of the certificate of incorporation of the Company, provided that any director so elected (other than the CEO Director) will be Independent, (c) remove a director pursuant to Section 4.5.3 of the certificate of incorporation of the Company who was elected pursuant to Section 4.5.2 of the certificate of incorporation of the Company, (d) fill any vacancy on the Board of Directors pursuant to Section 4.5.4(ii) of the certificate of incorporation of the Company, (e) modify the composition of any Board Committee other than in accordance with the terms of this Agreement, (f) create any new Board Committee to which the Board delegates authority (which, if approved by the Majority Principal Investors must be a delegation of authority not inconsistent with this Agreement and is in accordance with Section 2.6) or (g) amend Section 2.7 hereof.
Boards of Directors; Committees. (a) If requested by Acquiror, the Company will, subject to compliance with applicable law and promptly following the purchase by Merger Sub of more than 50 percent of the outstanding Company Common Stock pursuant to the Offer, take all actions necessary to cause persons designated by 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 multiplied by (y) the percentage that the number of shares of Company Common Stock so accepted for payment bears to the number of 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, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Acquiror'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 three members who are neither officers of Acquiror nor designees, stockholders or affiliates of Acquiror. At such time, the Company, if so requested, will use its reasonable efforts to cause persons designated by Acquiror to constitute the same percentage of each committee of such board, each board of directors of each Subsidiary of the Company and each committee of each such board, (in
