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. (b) The Company’s obligations to appoint Parent’s 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 actions reasonably necessary to effect the appointment of Parent’s designees, including mailing to its shareholders information with respect to the Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder require in order to fulfill its obligations under Section 1.3(a), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall 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 Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time, the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement requiring action by the Company Board, (iii) any amendment to the Company’s Organizational Documents, (iv) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, and (v) any waiver of compliance with, or enforcement by the Company of, any of the agreements or conditions contained herein for the benefit of the Company.

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. (b) The Company’s 's obligations to appoint Parent’s 's 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 actions reasonably necessary to effect the appointment of Parent’s 's designees, including mailing to its shareholders information with respect to the Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder require in order to fulfill its obligations under Section 1.3(a), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall 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 Section 14(f) and Rule 14f-1 and the Company’s 's obligations under Section 1.3(a) shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s 's designees pursuant to Section 1.3(a) and until the Effective Time, the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement requiring action by the Company Board, (iii) any amendment to the Company’s 's Organizational Documents, (iv) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, and (v) any waiver of compliance with, or enforcement by the Company of, any of the agreements or conditions contained herein for the benefit of the Company.

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. (b) The Company’s 's obligations to appoint Parent’s 's 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 actions reasonably necessary to effect the appointment of Parent’s 's designees, including mailing to its shareholders the Shareholders information with respect to the Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder require in order to fulfill its obligations under this Section 1.3(a2.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall 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 Section 14(f) and Rule 14f-1 and the Company’s 's obligations under Section 1.3(a2.3(a) shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s 's designees pursuant to Section 1.3(a2.3(a) and until the Effective Time, the approval of a majority of the directors of the Company then in office who were not designated by Parent (the "Independent Directors") shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) ): (i) any termination of this Agreement by the Company, ; (ii) any amendment of this Agreement requiring action by the Company Board, ; (iii) any amendment to the Company’s Organizational Documents, Company Certificate or the Company By-laws; (iv) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, ; and (v) any waiver of compliance with, or enforcement by the Company of, any of the agreements or conditions contained herein for the benefit of the Company.

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. (b) The Company’s obligations to appoint Parent’s 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 actions reasonably necessary to effect the appointment of Parent’s designees, including mailing to its shareholders the Shareholders information with respect to the Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder require in order to fulfill its obligations under this Section 1.3(a2.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall 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 Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a2.3(a) shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a2.3(a) and until the Effective Time, the approval of a majority of the directors of the Company then in office who were not designated by Parent (the “Independent Directors”) shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) ): (i) any termination of this Agreement by the Company, ; (ii) any amendment of this Agreement requiring action by the Company Board, ; (iii) any amendment to the Company’s Organizational Documents, Company Certificate or the Company By-laws; (iv) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, ; and (v) any waiver of compliance with, or enforcement by the Company of, any of the agreements or conditions contained herein for the benefit of the Company.