Common use of Company Board Prior to the Effective Time Clause in Contracts

Company Board Prior to the Effective Time. (a) Effective upon the Offer Closing and from time to time thereafter, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the number of Shares beneficially owned by Parent or Merger Sub (including shares accepted for payment) bears to the total number of Shares outstanding, and the Company shall cause Parent’s designees to be elected or appointed to the Company Board, including either by promptly increasing the number of directors (including by amending the Amended and Restated Bylaws of the Company (the “Bylaws”) if necessary to increase the size of the Company Board) or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (x) each committee of the Company Board and (y) as requested by Parent, each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board.

Company Board Prior to the Effective Time. (a) Effective upon the Offer Closing and from time to time thereafter, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the number of Shares beneficially owned by Parent or Merger Sub (including shares accepted for payment) bears to the total number of Shares outstanding, and the Company shall cause Parent’s 's designees to be elected or appointed to the Company Board, including either by promptly increasing the number of directors (including by amending the Amended and Restated Bylaws of the Company (the “"Bylaws”") if necessary to increase the size of the Company Board) or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (x) each committee of the Company Board and (y) as requested by Parent, each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board.

Company Board Prior to the Effective Time. (a) Effective upon the Offer Closing and from time to time thereafter, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.32.3) and (ii) the percentage (rounded up to the next whole number) that the number of Shares beneficially owned by Parent or and/or Merger Sub (including shares Shares accepted for payment) bears to the total number of Shares outstanding, and the Company shall cause Parent’s designees to be elected or appointed to the Company Board, including either by promptly increasing the number of directors (including included by amending the Amended and Restated Bylaws of the Company (the “Bylaws”) By-laws if necessary to increase the size of the Company Board) or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Boarddirectors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, members (rounded up to the next whole number, ) on (xA) each committee of the Company Board and (yB) as requested by Parent, each the board of directors of each Subsidiary of the Company Subsidiary (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board. Notwithstanding the foregoing, until the Effective Time, the Company shall use reasonable best efforts to ensure that no fewer than three individuals who are directors on the date hereof remain members of the Company Board until the Effective Time.

Company Board Prior to the Effective Time. (a) Effective upon the Offer Closing and from time to time thereafter, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.32.3) and (ii) the percentage (rounded up to the next whole number) that the number of Shares beneficially owned by Parent or and/or Merger Sub (including shares Shares accepted for payment) bears to the total number of Shares outstanding, and the Company shall cause Parent’s 's designees to be elected or appointed to the Company Board, including either by promptly increasing the number of directors (including included by amending the Amended and Restated Bylaws of the Company (the “Bylaws”) By-laws if necessary to increase the size of the Company Board) or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Boarddirectors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, members (rounded up to the next whole number, ) on (xA) each committee of the Company Board and (yB) as requested by Parent, each the board of directors of each Subsidiary of the Company Subsidiary (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board. Notwithstanding the foregoing, until the Effective Time, the Company shall use reasonable best efforts to ensure that no fewer than three individuals who are directors on the date hereof remain members of the Company Board until the Effective Time.