Common use of Company Board Representation Clause in Contracts

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Purchaser representation on the Board equal to 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 Purchaser or any affiliate of Purchaser at such time bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use all reasonable efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board with respect to (i) each committee of the Board (some of whom may be required to be independent as required by applicable law or requirements of the New York Stock Exchange), (ii) each board of directors of each Subsidiary and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Purchaser acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use all reasonable efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.03 and shall include the Information Statement containing such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 as an annex to the Schedule 14D-9 to fulfill such obligations. Parent or Purchaser shall 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 such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Purchaser pursuant to this Section 6.03, prior to the Effective Time, any amendment of this Agreement or the Constituent

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, Offer and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Purchaser representation on the Board equal to 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 Purchaser or any affiliate of Purchaser at following such time purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors directors, or both. At such times, the Company shall use all its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board with respect to of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law or requirements of the New York Stock Exchange)Board, (ii) each the board of directors of each Subsidiary Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Purchaser acquires a majority of the then outstanding Shares on a fully diluted basisEffective Time, the Company shall use all its reasonable best efforts to ensure that all the at least two members of the Board and each committee of the Board and such boards and committees of the Subsidiaries Subsidiaries, as of the date hereof hereof, who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.03 7.03, and shall include in the Information Statement containing Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 as an annex to the Schedule 14D-9 to fulfill such obligations. Parent or Purchaser shall supply to the Company Company, and be solely responsible for for, any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Purchaser pursuant to this Section 6.037.03, prior to the Effective Time, any amendment of this Agreement or the ConstituentCertificate 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 Parent or Purchaser, or waiver of any of the Company's rights hereunder, shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Purchaser nor are employees of the Company or any Subsidiary. 36 32

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to 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 the such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser at such time bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions action necessary to cause Purchaser's designees to be elected as directors of the Companyso elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such timesNotwithstanding the foregoing, none of Parent, Purchaser or the Company shall take any action to remove or replace any member of the Special Committee after consummation of the Offer and prior to the Effective Time. If at any time prior to the Effective Time there are less than two members of the Special Committee, as constituted on the date hereof (other than upon the resignation of both Disinterested Directors), on the Company's Board of Directors, Parent, Purchaser and the Company shall use all reasonable efforts to ensure that two members of the Company's Board of Directors are Disinterested Directors. In the event that both Disinterested Directors resign from the Special Committee, Parent, Purchaser and the Company shall either (i) use their reasonable efforts to appoint successors as aforesaid or (ii) permit the resigning Disinterested Directors to appoint their successors in their reasonable discretion. The Company will use its best efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of is on the Board with respect to of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law or requirements of the New York Stock Exchange)Board, (ii) each board of directors of each Subsidiary domestic subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Until Purchaser acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use all reasonable its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company Company's obligations to appoint designees to its Board of Directors shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder thereunder. The Company shall promptly (subject to the prompt provision of information by Parent and Purchaser) take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.03 6.3 and shall include in the Information Statement containing 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 as an annex to the Schedule 14D-9 to fulfill such obligationsits obligations under this Section 6.3. Parent or Purchaser shall will promptly 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 such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of Purchaser pursuant to this Section 6.03, 6.3 and prior to the Effective Time, any amendment of this Agreement or the ConstituentArticles 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 Parent or Purchaser or waiver of any of the Company's rights hereunder, will require the concurrence of a majority of the directors of the Company then in office who are (a) either members of the Special Committee (as constituted on the date hereof) or (b) are neither designated by Purchaser nor are employees of the Company or any of its subsidiaries (the "Disinterested Directors").

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to 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 the such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser at such time bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions action necessary to cause Purchaser's designees to be elected as directors of the Companyso elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the The Company shall will use all its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of is on the Board with respect to of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law or requirements of the New York Stock Exchange)Board, (ii) each board of directors of each Subsidiary Controlled Entity of the Company and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Until Purchaser acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use all its reasonable best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of 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 actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.03 6.4 and shall include in the Information Statement containing 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 as an annex to the Schedule 14D-9 to fulfill such obligationsits obligations under this Section 6.4. Parent Holdings or Purchaser shall will promptly 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 such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of Purchaser pursuant to this Section 6.03, 6.4 and prior to the Effective Time, in addition to any vote of the Board of Directors required by law or the Company's Certificate of Incorporation or By-laws, any amendment of this Agreement or the ConstituentCertificate 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 Holdings or Purchaser or waiver of any of the Company's rights hereunder, will require the concurrence of a majority of the directors of the Company then in office who are neither designated by Holdings or Purchaser nor are employees of the Company or any of its Controlled Entities (the "Disinterested Directors"). Notwithstanding Section 6.4(a) hereof, the number of Disinterested Directors shall be not less than two; provided, however, that, in such 20 25 event, if the number of Disinterested Directors shall be reduced below two for any reason, the remaining Disinterested Director shall be entitled to designate a person to fill the vacancy, and such person shall be deemed to be a Disinterested Director hereunder. If no Disinterested Director remains, the other directors who were directors prior to the date hereof shall designate two persons to fill such vacancies who shall not be employees of any of the Company and its Controlled Entities or employees, stockholders or affiliates of Holdings or Purchaser, and such persons shall be deemed to be Disinterested Directors hereunder.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of a majority of the then-outstanding Shares on a fully-diluted basis pursuant to the Offer, Offer and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Purchaser representation on the Board equal to 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 Purchaser or any affiliate of Purchaser at following such time purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors directors, or both. At such times, the Company shall use all reasonable its best efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board with respect to of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law or requirements of the New York Stock Exchange)Board, (ii) each board of directors of each Subsidiary Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Purchaser acquires a majority of the then outstanding Shares on a fully diluted basisEffective Time, the Company shall use all reasonable efforts to ensure that all the designate two members of the Board and each committee of the Board and such boards and committees of the Subsidiaries Board, as of the date hereof hereof, who are not employees of the Company who shall remain members of the Board and of such boards and committeescommittees (the "Independent Directors"); and provided further that, in such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining Independent Director shall be entitled to designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Director then remains, the other directors shall designate two persons to fill such vacancies who are not officers, stockholders or affiliates of the Company, Parent or Purchaser and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.03 7.03, and shall include in the Information Statement containing Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 as an annex to the Schedule 14D-9 to fulfill such obligations. Parent or Purchaser shall supply to the Company Company, and be solely responsible for for, any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Purchaser pursuant to this Section 6.037.03, prior to the Effective Time, any amendment of this Agreement or the ConstituentCertificate 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 Parent or Purchaser, or waiver of any of the Company's rights hereunder, shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Purchaser nor are employees of the Company or any Subsidiary.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to 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 the such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser at such time bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions action necessary to cause Purchaser's designees to be elected as directors of the Companyso elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company shall will use all its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute is on the board of the Board with respect to (i) each committee of the Board (some of whom may be required to be independent as required by applicable law or requirements of the New York Stock Exchange)Directors, (ii) each board of directors of each Subsidiary subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Until Purchaser acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use all its reasonable best efforts to ensure that all the members of the Board and each committee of the Board Directors and such boards and committees of the Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and of 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 actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.03 6.3 and shall include in the Information Statement containing 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 as an annex to the Schedule 14D-9 to fulfill such obligationsits obligations under this Section 6.3. Parent or Purchaser shall 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 such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees of Purchaser pursuant to this Section 6.03, 6.3 and prior to the Effective Time, any amendment amendment, or waiver of any term or condition, of this Agreement or the ConstituentCertificate 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, and any other consent or action by the Board of Directors with respect to this Agreement, will require only the concurrence of a majority of the directors of the Company then in office who are neither designated by Purchaser nor are employees of the Company (the "Disinterested Directors") and such concurrence shall constitute the authorization of the Board of Directors of the Company and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. The number of Disinterested Directors shall be not less than two. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 6.3, is not a director at the Effective Time, shall be entitled to receive all payments at the time such director resigns as he or she otherwise would have been entitled to receive if he or she had been a director as of the Effective Time.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant Notwithstanding anything contained herein to the Offercontrary, and from time to time thereafter, Purchaser nothing herein shall be entitled entitle Parent or Merger Sub to designate up to such number of directors, rounded up any directors to the next whole number, on the Board as shall give Purchaser representation on the Board equal to 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 Purchaser or any affiliate of Purchaser at such time bears to the total number of Shares then outstandingCompany Board, and the Company shall, at such time, promptly shall have no obligation to take all actions necessary any action whatsoever to cause Purchaser's enable Parent’s designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, and/or designated to the Company shall use all reasonable efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board with respect to (i) each committee of the Board (some of whom may be required to be independent as required by applicable law or requirements of the New York Stock Exchange), (ii) each board of directors of each Subsidiary and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Purchaser acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use all reasonable efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committeesBoard. (b) The Following the Offer Closing and until the Effective Time, Parent shall use its commercially reasonable efforts to cause the Company shall promptly take all actions required pursuant Board to Section 14(fhave at least three (3) directors who each are directors of the Exchange Act and Rule 14f-1 promulgated thereunder in order Company on the date hereof or their successors (such directors, the “Continuing Directors”); provided, however, that, if any Continuing Director is unable to fulfill its obligations under this Section 6.03 and serve due to resignation, death or disability or any other reason, the remaining Continuing Directors shall include the Information Statement containing be entitled to elect or designate another individual (or individuals) (provided, that no such information with respect to individual is an employee of the Company or any of its Subsidiaries) to fill the vacancy, and its officers and directors as is required under Section 14(fsuch director (or directors) and Rule 14f-1 as an annex shall be deemed to the Schedule 14D-9 to fulfill such obligationsbe a Continuing Director for purposes of this Agreement. Parent or Purchaser shall 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 such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Purchaser pursuant to this Section 6.03, If no Continuing Director remains prior to the Effective Time, a majority of the members of the Company Board at the time of the execution of this Agreement shall be entitled to designate three persons to fill such vacancies; provided, that such individuals shall not be employees or officers of the Company, Parent or Merger Sub, or affiliates of Parent or Merger Sub, and shall be reasonably satisfactory to Parent, and such persons shall be deemed independent directors for purposes of this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, following the Offer Closing and prior to the Effective Time, the affirmative vote of a majority of the Continuing Directors (in addition to the approval rights of the Company Board or the stockholders of the Company as may be required by the Company Articles, the Company Bylaws or applicable Law) shall be required to (i) authorize any amendment contract between the Company and any of its Subsidiaries, on the one hand, and Parent, Merger Sub and any of their affiliates (other than the Company and any of its Subsidiaries), on the other hand, (ii) amend or terminate this Agreement on behalf of the Company, (iii) use or waive any of the Company’s rights or remedies hereunder, (iv) extend the time for performance of Parent’s or Merger Sub’s obligations hereunder, (v) amend the Company Articles or Company Bylaws if such action would adversely affect the Company’s stockholders (other than Parent or Merger Sub) or the rights of the Indemnified Parties pursuant to Section 7.9 or (vi) take any other action by the Company in connection with this Agreement or the Constituenttransactions contemplated hereby required to be taken by the Company Board, or (vii) take any other action adversely affecting the rights of the stockholders of the Company (other than Parent or Merger Sub). The Continuing Directors shall have the authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of the Company as determined appropriate by the Continuing Directors and shall have the authority to institute any action on behalf of the Company to enforce the performance of this Agreement.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, Offer and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Purchaser representation on the Board equal to 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 Purchaser or any affiliate of Purchaser at following such time purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors directors, or both. At such times, the Company shall use all its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board with respect to of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law or requirements of the New York Stock Exchange)Board, (ii) each board of directors of each Subsidiary Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Purchaser acquires a majority of the then outstanding Shares on a fully diluted basisEffective Time, the Company shall use all its reasonable best efforts to ensure that all the members at least one member of the Board and each committee of the Board and such boards and committees of the Subsidiaries Subsidiaries, as of the date hereof hereof, who are is not employees an employee of the Company or any Subsidiary shall remain members a member of the Board and of such boards and committees. The first date on which designees of Purchaser shall constitute a majority of the Company's Board is referred to in this Agreement as the "Cut-Off Date." (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.03 7.03, and shall include in the Information Statement containing Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 as an annex to the Schedule 14D-9 to fulfill such obligations. Parent or Purchaser shall supply to the Company Company, and be solely responsible for for, any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Purchaser pursuant to this Section 6.037.03, prior to the Effective Time, any amendment of this Agreement or the ConstituentCertificate of Incorporation or By-laws of the Company, any termination or amendment 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 Parent or Purchaser, or waiver of any of the Company's rights hereunder, shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Purchaser nor are employees of the Company or any Subsidiary.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, Offer and from time to time thereafter, 34 40 Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Purchaser representation on the Board equal to 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 and Series B Shares beneficially owned by Purchaser or any affiliate of Purchaser at following such time purchase bears to the total number of Shares then outstandingoutstanding on an "as-converted" basis, and the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees to be elected as directors of the Company, including increasing the size of the Board Board, if necessary, or securing Director resignations (the moment of such election being the "Appointment Time"). Prior to the date hereof the Company has obtained the conditional resignations of all but two of the incumbent directors or bothof the Company, which conditional resignations shall automatically become effective at the Appointment Time. At such times, the Company shall use all reasonable its best efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board with respect to of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law or requirements of the New York Stock Exchange)Board, (ii) each board of directors of each Subsidiary Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable lawLaw. Notwithstanding the foregoing, in the event that Purchaser's designees are so elected to the Board, until the time Purchaser acquires a majority Effective Time, such Board shall have at least two directors who are directors of Company on the then outstanding Shares on a fully diluted basisdate of this Agreement and who are not officers or employees of Company (the "Continuing Directors") and, provided further that, in such event, if the number of Continuing Directors shall be reduced below two for any reason whatsoever, the remaining Continuing Director shall designate a person to fill such vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement or, if no Continuing Directors then remain, the other directors of Company shall use all reasonable efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the Subsidiaries as of on the date hereof shall designate two persons to fill such vacancies who are shall not be officers or employees of the Company Company, or officers or affiliates of Purchaser, and such persons shall remain members be deemed to be Continuing Directors for purposes of the Board and of such boards and committeesthis Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.03 7.03, and shall include in the Information Statement containing Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 as an annex to the Schedule 14D-9 to fulfill such obligations. Parent or Purchaser shall supply to the Company Company, and be solely responsible for for, any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Purchaser pursuant to this Section 6.037.03, prior to the Effective Time, any amendment the affirmative vote of at least one Continuing Director shall be required for the Company to (i) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (ii) amend the ConstituentRestated Certificate of Incorporation or By-laws of the Company in a manner that is reasonably likely to adversely affect the interests of the holders of the Shares or the Series B Shares (other than Parent and its affiliates), (iii) waive any of the Company's rights, benefits or remedies hereunder, (iv) extend the time for performance of Parent's and Purchaser's respective obligations hereunder, or (v) approve any other action by the Company which is reasonably likely to adversely affect the interests of the holders of the Shares or the Series B Shares (other than Parent and its affiliates); provided, however, the Company and the Subsidiaries shall not be considered affiliates of Parent for purposes of this Section 7.03(c)), with respect to the Transactions.

Company Board Representation. Section 14(fSECTION 14(F). . (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Purchaser representation on the Board equal to 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 Purchaser or any affiliate of Purchaser at following such time purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall shall, upon the written request of Purchaser, use all its reasonable efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board with respect to of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law or requirements of the New York Stock Exchange)Board, (ii) each board of directors of each domestic Dialysis Subsidiary and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the earlier of (i) the time Purchaser acquires a majority of the then outstanding Shares on a fully diluted basisbasis and (ii) the Effective Time, the Company shall use all its reasonable efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Dialysis Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees, except for the members not standing for re-election at the Company's 1997 annual meeting of stockholders. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.03 and shall include the Information Statement containing such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 as an annex to the Schedule 14D-9 to fulfill such obligations. Parent or Purchaser shall 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 such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Purchaser pursuant to this Section 6.03, prior to the Effective Time, any amendment of this Agreement or the Constituent