Common use of Company Board Representation Clause in Contracts

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of the Shares pursuant to the Offer, Purchaser shall be entitled to designate up to six persons to be appointed to the Board, four of whom shall be Independent Directors. For the purposes of this Agreement, "Independent Director" shall mean a person who is not an officer, director, security holder or employee of Purchaser or one of its affiliates, or a relative of such person. The Purchaser shall propose four of the following individuals for the original nominees to fill such Independent Director positions: Xxxxxx Blasburg, Jr., Xxxxxx X. Xxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx; and each of Purchaser's designees to the Board shall be subject to the reasonable approval of the Board, as the Board is constituted at the time of the consummation of the Offer. Subject to the forgoing, the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees, including the Independent Director nominees, to be elected as directors of the Company, including increasing the size of the Board to six persons and securing the resignations of incumbent directors, if necessary. After the new members of the Board shall have been elected (i) any subsequent nominations for vacancies in the Board created by the removal or resignation of an Independent Director shall be made by the remaining Independent Directors of the Board, and (ii) Purchaser and the Company shall take all action necessary to cause the Company's By-laws to be amended to implement the provisions of clause (i) and provide that any amendment to such provisions shall require the approval of a majority of the shares of Common Stock entitled to vote at a meeting of Stockholders, other than those Shares held by Purchaser and its affiliates.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of the Shares shares of common stock of each Company pursuant to the each Offer, Purchaser shall be entitled to designate up to six persons to be appointed to the Boardboard of directors of each Company, four of whom shall be Independent Directors. For the purposes of this Agreement, "Independent Director" shall mean a person who is not an officer, director, security holder or employee of Purchaser or one of its affiliates, or a relative of such person. The Purchaser shall propose four of the following individuals for the original nominees to fill such Independent Director positionspositions for each board of directors: Xxxxxx Blasburg, Jr., Xxxxxx X. Xxxxx, Xxxx XxxxxxxFerrari, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx; and each of Purchaser's designees to the Board boards of directors shall be subject to the reasonable approval of the Boardrespective board of directors, as the Board such board of directors is constituted at the time of the consummation of the each Offer. Subject to the forgoing, the each Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees, including the Independent Director nominees, to be elected as directors of the such Company, including increasing the size of the Board its board of directors to six persons and securing the resignations of incumbent directors, if necessary. After the new members of the Board each board of directors shall have been elected (i) any subsequent nominations for vacancies in the Board respective board of directors created by the removal or resignation of an Independent Director shall be made by the remaining Independent Directors of the Boardsuch board of directors, and (ii) Purchaser and the each Company shall take all action necessary to cause the each Company's By-laws Laws to be amended to implement the provisions of clause (i) and provide that any amendment to such provisions shall require the approval of a majority of the shares of Common Stock common stock entitled to vote at a meeting Stockholders' Meeting of Stockholderssuch Company, other than those Shares shares of common stock of such Company held by Purchaser and its affiliates.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of the Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to six persons such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence and including any vacancies or unfilled newly-created directorships) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall amend, or cause to be appointed amended its by-laws to the Board, four of whom shall be Independent Directors. For the purposes of this Agreement, "Independent Director" shall mean a person who is not an officer, director, security holder or employee of Purchaser or one of its affiliates, or a relative of such person. The Purchaser shall propose four provide for each of the following individuals for the original nominees to fill such Independent Director positions: Xxxxxx Blasburg, Jr., Xxxxxx X. Xxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx matters set forth in this Section 6.3 and Xxxxxxx Xxxxxxxxx; and each of Purchaser's designees to the Board shall be subject to the reasonable approval of the Board, as the Board is constituted at the time of the consummation of the Offer. Subject to the forgoing, the Company shall, at such time, promptly take all actions action necessary to cause Purchaser's designeesdesignees to be so elected, including the Independent Director nominees, to be elected as directors of the Company, including either increasing the size of the Board to six persons and of Directors or securing the resignations of incumbent directorsdirectors or both. At such times, if necessarythe Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. After Until Purchaser acquires a majority of the new outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board shall have been elected (i) any subsequent nominations for vacancies in the Board created by the removal or resignation of an Independent Director shall be made by the remaining Independent Directors and such boards and committees as of the Board, and (ii) Purchaser and date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint designees to 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 necessary actions required pursuant to cause Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.3 and shall include in the Company's Schedule 14D-9 or 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 6.3. Parent or Purchaser will supply to the Company and 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. (c) In addition to any vote of the Board of Directors required by law, the Certificate of Incorporation or the By-laws of the Company, following the election or appointment of Purchaser's designees pursuant to be amended this Section 6.3 and prior to implement the provisions of clause (i) and provide that any amendment to such provisions shall require Effective Time, the approval concurrence of a majority of the shares directors of Common Stock the Company then in office who are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") will be required to authorize any amendment, or waiver of any term or condition, of this Agreement or the Certificate of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or waiver or assertion of any of the Company's rights hereunder, the awarding of the $3 million pursuant to the terms of the Company's incentive performance plan, and any other consent or action by the Board of Directors with respect to this Agreement. Notwithstanding Section 6.3(a) hereof, the number of Disinterested Directors shall be not less than three; provided, however, that, in such event, if the number of Disinterested Directors shall be reduced below three for any reason, the remaining Disinterested Director(s) shall be entitled to vote at a meeting designate persons to fill such vacancies who shall be deemed to be Disinterested Directors for purposes of Stockholdersthis Agreement, or if no Disinterested Directors then remain, the other than those Shares held by Purchaser directors who were directors prior to the date hereof shall designate three persons to fill such vacancies who shall not be officers, stockholders or affiliates of the Company, Parent or Purchaser, and its affiliatessuch persons shall be deemed to be Disinterested Directors for purposes of this Agreement.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of the Shares pursuant to the Offer, Purchaser shall be entitled to designate up to six persons to be appointed to the Board, four of whom shall be Independent Directors. For the purposes of this Agreement, "Independent Director" shall mean a person who is not an officer, director, security holder or employee of Purchaser or one of its affiliates, or a relative of such person. The Purchaser shall propose four of the following individuals for the original nominees to fill such Independent Director positions: Xxxxxx Arthur Blasburg, Jr., Xxxxxx X. XxxxxDonald W. Coons, Xxxx XxxxxxxJohn Ferrari, Xxxxxx XxxxxxxxHoward Goldbexx, Xxephen Zalkind anx Xxxxxxx Xxxxxxx and Xxxxxxx XxxxxxxxxXxxxxrmxx; and each of Purchaserxxx xxxx ox Xxxxxxxxr's designees to the Board shall be subject to the reasonable approval of the Board, as the Board is constituted at the time of the consummation of the Offer. Subject to the forgoing, the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees, including the Independent Director nominees, to be elected as directors of the Company, including increasing the size of the Board to six persons and securing the resignations of incumbent directors, if necessary. After the new members of the Board shall have been elected (i) any subsequent nominations for vacancies in the Board created by the removal or resignation of an Independent Director shall be made by the remaining Independent Directors of the Board, and (ii) Purchaser and the Company shall take all action necessary to cause the Company's By-laws to be amended to implement the provisions of clause (i) and provide that any amendment to such provisions shall require the approval of a majority of the shares of Common Stock entitled to vote at a meeting of Stockholders, other than those Shares held by Purchaser and its affiliates.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of the Shares pursuant to the Offer, Purchaser shall be entitled to designate up to six persons to be appointed to the Board, four of whom shall be Independent Directors. For the purposes of this Agreement, "Independent Director" shall mean a person who is not an officer, director, security holder or employee of Purchaser or one of its affiliates, or a relative of such person. The Purchaser shall propose four of the following individuals for the original nominees to fill such Independent Director positions: Xxxxxx Arthur Blasburg, Jr., Xxxxxx X. XxxxxDonald W. Coons, Xxxx XxxxxxxJohn Ferrari, Xxxxxx XxxxxxxxHoward Goldxxxx, Stephen Zalkind xxx Xxxxxxx Xxxxxxx and Xxxxxxx XxxxxxxxxXxxmexxxx; and each of Purchaserxxx xxch xx Xxxxxxser's designees to the Board shall be subject to the reasonable approval of the Board, as the Board is constituted at the time of the consummation of the Offer. Subject to the forgoing, the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees, including the Independent Director nominees, to be elected as directors of the Company, including increasing the size of the Board to six persons and securing the resignations of incumbent directors, if necessary. After the new members of the Board shall have been elected (i) any subsequent nominations for vacancies in the Board created by the removal or resignation of an Independent Director shall be made by the remaining Independent Directors of the Board, and (ii) Purchaser and the Company shall take all action necessary to cause the Company's By-laws to be amended to implement the provisions of clause (i) and provide that any amendment to such provisions shall require the approval of a majority of the shares of Common Stock entitled to vote at a meeting of Stockholders, other than those Shares held by Purchaser and its affiliates.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of the Shares pursuant to the Offer, Purchaser shall be entitled to designate up to six persons to be appointed to the Board, four of whom shall be Independent Directors. For the purposes of this Agreement, "Independent Director" shall mean a person who is not an officer, director, security holder or employee of Purchaser or one of its affiliates, or a relative of such person. The Purchaser shall propose four of the following individuals for the original nominees to fill such Independent Director positions: Xxxxxx Arthur Blasburg, Jr., Xxxxxx Donald X. XxxxxXxons, Xxxx XxxxxxxJohn Ferrarx, Xxxxxx XxxxxxxxXxxxxerx, Xxxxxxx Xxxxxxx and Xxxxxxx Xalxxxx xxx Xxxxxxd Xxxxxxxxx; and xxx each of xx Purchaser's designees to the Board shall be subject to the reasonable approval of the Board, as the Board is constituted at the time of the consummation of the Offer. Subject to the forgoing, the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees, including the Independent Director nominees, to be elected as directors of the Company, including increasing the size of the Board to six persons and securing the resignations of incumbent directors, if necessary. After the new members of the Board shall have been elected (i) any subsequent nominations for vacancies in the Board created by the removal or resignation of an Independent Director shall be made by the remaining Independent Directors of the Board, and (ii) Purchaser and the Company shall take all action necessary to cause the Company's By-laws to be amended to implement the provisions of clause (i) and provide that any amendment to such provisions shall require the approval of a majority of the shares of Common Stock entitled to vote at a meeting of Stockholders, other than those Shares held by Purchaser and its affiliates.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of the Shares shares of common stock of each Company pursuant to the each Offer, Purchaser shall be entitled to designate up to six persons to be appointed to the Boardboard of directors of each Company, four of whom shall be Independent Directors. For the purposes of this Agreement, "Independent Director" shall mean a person who is not an officer, director, security holder or employee of Purchaser or one of its affiliates, or a relative of such person. The Purchaser shall propose four of the following individuals for the original nominees to fill such Independent Director positionspositions for each board of directors: Xxxxxx Blasburg, Jr., Xxxxxx X. Xxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx; and each of Purchaser's designees to the Board boards of directors shall be subject to the reasonable approval of the Boardrespective board of directors, as the Board such board of directors is constituted at the time of the consummation of the each Offer. Subject to the forgoing, the each Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees, including the Independent Director nominees, to be elected as directors of the such Company, including increasing the size of the Board its board of directors to six persons and securing the resignations of incumbent directors, if necessary. After the new members of the Board each board of directors shall have been elected (i) any subsequent nominations for vacancies in the Board respective board of directors created by the removal or resignation of an Independent Director shall be made by the remaining Independent Directors of the Boardsuch board of directors, and (ii) Purchaser and the each Company shall take all action necessary to cause the each Company's By-laws Laws to be amended to implement the provisions of clause (i) and provide that any amendment to such provisions shall require the approval of a majority of the shares of Common Stock common stock entitled to vote at a meeting Stockholders' Meeting of Stockholderssuch Company, other than those Shares shares of common stock of such Company held by Purchaser and its affiliates.