Common use of Boards of Directors; Committees Clause in Contracts

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. 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 ConditionOffer, 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 (i) the total number of directors on the Board of Directors of the Company (giving effect to the directors elected pursuant to this sentence) multiplied by and (ii) a fraction the percentage that numerator of which is the aggregate number of Shares beneficially owned by Merger Sub or any affiliate of Merger Sub bears to and the denominator of which is the total number of Shares then outstanding. In furtherance thereof, the Company will increase the size of the BoardBoard of Directors of the Company, 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 Purchaserthe Company. At such time, the Company, if so requested, will use its reasonable efforts to cause persons designated by Purchaser to constitute the same percentage proportionate representation of each committee of such boardthe Board of Directors of the Company, each board of directors of each subsidiary of the Company and each committee of each such board (in each case, case to the extent of the Company's ability to elect such persons). No directors appointed by Purchaser shall be entitled to receive any compensation or benefits currently in effect for the Company's non-employee directors. 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 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. 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 officers, stockholders, designees nor employees affiliates of PurchaserPurchaser ("Purchaser Representatives"). 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, 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 -5- 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 PurchaserParent, the Company will, subject to compliance with applicable law and promptly law, immediately following the purchase acceptance for payment of, and payment by Merger Sub for, more than 50% of such number of the outstanding Shares (on a fully-diluted basis) pursuant to the Offer as satisfies the Minimum ConditionOffer, 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 (after all such actions have been taken) equals not less than at least 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 (giving effect to the directors elected pursuant to this sentence) of Directors multiplied by (y) the percentage that the aggregate number of Shares so accepted for payment and paid for plus any Shares beneficially owned by Merger Sub Parent or any affiliate of Merger Sub its affiliates on the date hereof bears to the total number of Shares then outstandingoutstanding at the time of such payment. In furtherance thereof, if requested by Parent, the Company will increase the size of the Board, or use its reasonable best efforts to secure the resignation of directors, or both, as is necessary to permit PurchaserParent's designees to be elected to the Company's Board of Directors; provided provided, however, that at all times prior to the Effective Time, the Company's Board of Directors shall consist of always have at least two members one member who are is neither officers an officer of Parent nor employees a designee, shareholder or affiliate of PurchaserParent or Parent's affiliates. At such time, the Company, if so requested, will use its reasonable best efforts to cause persons designated by Purchaser Parent 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, 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 4.3 and shall include provide for inclusion in the Schedule 14D-9, or in a separate Rule 14f-1 information statement provided 14D-9 being mailed to stockholders, shareholders contemporaneously with the commencement of the Offer such information with respect to the Company Parent and its officers and directors designees as is required under such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 4.2. Purchaser and Merger Sub will supply 4.3 (provided that Parent shall have provided to the Company on a timely basis all information required to be included under such Section and will be solely responsible for any information Rule with respect to either the designees of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1Parent).

Boards of Directors; Committees. (a) If requested by PurchaserParent, the Company will, subject to compliance with applicable law and promptly law, immediately following the purchase acceptance for payment of, and payment by Merger Sub for, more than 50 percent of such number of the outstanding Shares pursuant to the Offer as satisfies the Minimum ConditionOffer, 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 not less than at least 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 (giving effect to the directors elected pursuant to this sentence) of Directors multiplied by (y) the percentage that the aggregate number of Shares so accepted for payment and paid for plus any Shares beneficially owned by Merger Sub Parent or any affiliate of Merger Sub its affiliates on the date hereof bears to the total number of Shares then outstandingoutstanding at the time of such payment. In furtherance thereof, the Company will increase the size of the Board, or use its reasonable best efforts to secure the resignation of directors, or both, as is necessary to permit PurchaserParent's designees to be elected to the Company's Board of Directors; provided provided, however, that at all times prior to the Effective Time, the Company's Board of Directors shall consist of always have at least two three members (the "INDEPENDENT DIRECTORS") who are neither officers of Parent nor employees designees, shareholders or affiliates of PurchaserParent or Parent's affiliates ("PARENT INSIDERS"); and PROVIDED FURTHER that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who shall not be officers or affiliates of Parent or any of Parent's affiliates, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. At such time, the Company, if so requested, will use its reasonable best efforts to cause persons designated by Purchaser Parent 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, 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 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 4.3 and shall include provide for inclusion in the Schedule 14D-9, or in a separate Rule 14f-1 information statement provided 14D-9 being mailed to stockholders, shareholders contemporaneously with the commencement of the Offer such information with respect to the Company Parent and its officers and directors designees as is required under such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 4.2. Purchaser and Merger Sub will supply 4.3 (provided that Parent shall have provided to the Company on a timely basis all information required to be included under such Section and will be solely responsible for any information Rule with respect to either the designees of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1Parent).

Boards of Directors; Committees. If requested by Purchaser, the Company will, subject to compliance with applicable law and promptly immediately following the purchase by Merger Purchaser Sub of such number more than 50 percent of the outstanding Shares pursuant to the Offer as satisfies the Minimum ConditionOffer, 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 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 (giving effect to the directors elected pursuant to this sentence) of Directors multiplied by (y) the percentage that the aggregate number of Shares so purchased plus any Shares beneficially owned by Merger Sub Purchaser or any affiliate of Merger Sub its Affiliates on the date hereof bears to the total number of Shares then outstandingoutstanding at the time of such purchase; provided, however, that in no event shall Purchaser be entitled to designate a majority of the Board of Directors unless it is the beneficial owner of Shares entitling it to exercise at least a majority of the voting power of the Company's outstanding shares entitled to vote generally in the election of directors. In furtherance thereof, the Company will use its reasonable best efforts to secure the resignation of all but three directors, or 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 provided, however, that at all times prior to the Effective Time, the Company's Board of Directors shall consist of always have at least two members who are neither officers nor employees three Continuing Directors. Immediately following the purchase by Purchaser Sub of Purchaser. At such timemore than 50% of the outstanding Shares pursuant to the Offer, 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.reasonable

Boards of Directors; Committees. If requested by Purchaser, the ------------------------------- Company will, subject to compliance with applicable law and promptly immediately following the purchase by Merger Purchaser Sub of such number more than 50 percent of the outstanding Shares pursuant to the Offer as satisfies the Minimum ConditionOffer, 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 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 (giving effect to the directors elected pursuant to this sentence) of Directors multiplied by (y) the percentage that the aggregate number of Shares so purchased plus any Shares beneficially owned by Merger Sub Purchaser or any affiliate of Merger Sub its Affiliates on the date hereof bears to the total number of Shares then outstandingoutstanding at the time of such purchase; provided, however, that in no event shall Purchaser -------- ------- be entitled to designate a majority of the Board of Directors unless it is the beneficial owner of Shares entitling it to exercise at least a majority of the voting power of the Company's outstanding shares entitled to vote generally in the election of directors. In furtherance thereof, the Company will use its reasonable best efforts to secure the resignation of all but three directors, or 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 provided, however, that at all times prior to the Effective Time, the Company's Board of -------- ------- Directors shall consist of always have at least two members who are neither officers nor employees three Continuing Directors. Immediately following the purchase by Purchaser Sub of Purchaser. At such timemore than 50% of the outstanding Shares pursuant to the Offer, 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, 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 4.3 and shall include in the Schedule 14D-9, or in a separate Rule 14f-1 information statement provided to stockholders, 14D-9 such information with respect to the Company and its officers and directors as is required under such Section 14(f) ), Rule 14(f)-1 and Rule 14f-1 to fulfill its obligations under this Section 4.2Schedule 14D-9. The Purchaser and Merger Sub will supply to the Company in writing and will be solely responsible for any information with respect to either of them the Purchaser and their its subsidiaries (collectively, the "Purchaser Companies") and the nominees, officers, directors and affiliates ------------------- Affiliates thereof required by Section 14(f) and Rule 14f-114f-1 to be included in the Schedule 14D-9.