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 following such 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 use its best efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board of (i) each committee of the Board, (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 Effective Time, the Company shall use its best efforts to ensure that at least two 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.

Company Board Representation. Section 14(f). . (a) ------------------------------------------- Promptly upon the purchase by Purchaser the Merger Sub of Shares pursuant to the Offer Offer, and from time to time thereafter, Purchaser the Merger Sub shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board as shall give Purchaser the Merger Sub representation on the Company Board equal to the product of the total number of directors on the Company 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 the Merger Sub or any affiliate of Purchaser the Merger Sub following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Purchaserthe Merger Sub's designees to be elected as directors of the Company, including increasing the size of the Company Board or securing the resignations of incumbent directors, directors or both, provided that the number of directors constituting the Company Board shall be no less than five. At such times, the Company shall use its best efforts to cause persons designated by Purchaser the Merger Sub to constitute the same percentage as persons designated by Purchaser shall constitute of is on the Company's Board of (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary, Company Subsidiary and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, in the event that Merger Sub's designees are elected to the Company Board, until the Effective Time, the Company Board shall use its best efforts to ensure that have at least two members of the Board and each committee of the Board and such boards and committees of the Subsidiaries, as of directors who are directors on the date hereofhereof (the "Independent Directors"); provided that, who are not employees in such events, if the number of the Company Independent Directors shall remain members of the Board and of such boards and committees.be reduced below two for any reason whatsoever, any remaining Independent Directors (or

Company Board Representation. Section 14(f). (a) ------------------------------------------- Promptly upon the purchase by Purchaser of Shares Securities 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 nearest 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 shares of Company Common Stock beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares shares of Company Common Stock then outstandingoutstanding (provided that such number of directors shall be reduced in order to accommodate the Continuing Directors serving pursuant to Section 7.03(c), but not below such number as would constitute a majority of the whole Board, determined as if there are no vacancies thereon) 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 its best reasonable efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board of (i) each committee of the Board, (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 Effective Time, the Company shall use its best efforts to ensure that at least two 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.

Company Board Representation. Section SECTION 14(f). (a) ------------------------------------------- Promptly upon the purchase by Purchaser of Shares pursuant to the Offer (provided that the Minimum Condition has been satisfied), and from time to time thereafter, Purchaser shall be entitled entitled, subject to compliance with Section 14(f) of the Exchange Act, to designate up to such number of directors, rounded up down to the next whole numbernumber (except where such rounding down would cause Purchaser to not be entitled to designate at least a majority of directors on the Board, in which case such number shall be rounded up), 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 following such 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 or appointed 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 shall, upon the written request of Purchaser, use its best reasonable efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board of (i) each committee of the 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 anything stated herein, if Shares are purchased pursuant to the foregoingOffer, Parent and Purchaser shall use reasonable efforts to assure that until the Effective Time, the Company Board shall use its best efforts to ensure that have at least two members one director who is a director on the date hereof and is not an employee 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 committeesCompany.

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 following such 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 use 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 of (i) each committee of the Board, (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 Effective Time, the Company shall use its reasonable best efforts to ensure that at least two members one member of the Board and each committee of the Board and such boards and committees of the Subsidiaries, as of the date 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."

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 following such 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 or appointed 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 its best efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board of (i) each committee of the Board, (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 Effective Time, the Company shall use its reasonable best efforts to ensure that at least two three 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 committeescommittees and (y) such number of members of the Board shall be independent as required by the relevant rules of NASDAQ. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder to fulfill its obligations under this Section 7.03, and shall include in the 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 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 of designees of Purchaser pursuant to this Section 7.03, prior to the Effective Time, any amendment 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 Parent or Purchaser, or waiver of any of the Company's rights hereunder, or any other consent or action of the Company with respect to this Agreement 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 Subject to compliance with the DGCL, the Company's Certificate of Incorporation and other applicable law, promptly upon the purchase payment by Purchaser Sub for shares of Shares Company Common Stock pursuant to the Offer or acquisition by Sub of Stockholders' Shares purchased pursuant to the Stockholders Agreement, and from time to time thereafter, Purchaser (i) Parent shall be entitled to designate up to such number of directorsdirectors ("Parent's Designees"), rounded up to the next whole number, on the Board number as shall will give Purchaser Parent representation on the Board of Directors of the Company equal to the product of (x) the total number of directors on the Board of Directors of the Company (giving effect to any increase in the number of directors elected pursuant to this sentenceSection 1.02) multiplied by and (y) the percentage that such number of shares of Company Common Stock so purchased bears to the aggregate number of Shares beneficially owned by Purchaser or any affiliate shares of Purchaser following Company Common Stock outstanding (such purchase bears to number being, the total number of Shares then outstanding"Board Percentage"), and (ii) the Company shall, at such timeupon request by Parent, promptly take all actions necessary to cause Purchaser's designees to be elected as directors of satisfy the Company, including Board Percentage by (x) increasing the size of the Board of Directors of the Company or securing (y) using reasonable efforts to secure the resignations of incumbent directorsof, or both. At such timesfailing that, the Company shall to use its best efforts to cause persons designated by Purchaser remove, such number of directors as is necessary to constitute the same percentage as persons designated by Purchaser shall constitute of enable Parent's Designees to be elected or appointed to the Board of (i) each committee Directors of the Board, (ii) each board of directors of each Subsidiary, 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 Effective Time, the Company shall use its best efforts to ensure that cause Parent's Designees promptly to be so elected or appointed. The date on which Parent's designees constitute at least two members a majority of the Company's Board of Directors is herein referred to as the "Control Date." (b) fulfill its obligations under this Section, and each committee shall include in the Schedule 14D-9 (as defined in Section 10.01(b)) such information with respect to the Company and its officers and directors as is required under such Section and Rule to fulfill such obligations. Parent or Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their designees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election of Designees of Parent pursuant to this Section and prior to the Effective Time (as defined in Section 2.03), any amendment of this Agreement or the Certificate of Incorporation or Bylaws of the Board and such boards and committees Company, any termination of this Agreement by the Company, any extension by the Company of the Subsidiaries, as time for the performance of any of the date hereof, obligations or other acts of Parent or Sub 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 Parent nor are not employees of the Company or any of its Subsidiaries (as defined in Section 11.11(g)) (the "Independent Directors"). If the number of Independent Directors shall remain members be reduced below two for any reason whatsoever, the remaining Independent Director shall 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 Directors then remain, the other directors shall designate two Persons to fill such vacancies who shall not be officers or affiliates of the Board Company or any of its Subsidiaries, or officers or affiliates of Parent or any of its Subsidiaries, and such Persons shall be deemed to be Independent Directors for purposes of this Agreement. The Independent Directors shall have the authority to retain such counsel and other advisors at the expense of the Company as are reasonably appropriate to the exercise of their duties in connection with this Agreement, subject to approval by the Company of the terms of such boards and committeesretention, which approval shall not be unreasonably withheld. In addition, the Independent Directors shall have the authority to institute any action, on behalf of the Company, to enforce performance of this Agreement.

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 Company Board as shall give Purchaser representation on the Company Board equal to the product of the total number of directors on the Company 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 following such 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 or appointed as directors of the Company, including increasing the size of the Company Board or securing the resignations of incumbent directors, or both. At such times, the Company shall use its best efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Company Board of (i) each committee of the Company 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 and the rules of the American Stock Exchange. Notwithstanding the foregoing, until the Effective Time, the Company shall use its best efforts to ensure that at least two three members of the Company Board and each committee of the Board and such boards and committees of the SubsidiariesCompany Board, as of the date hereof, who are not employees of the Company shall remain members of the Company 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 to fulfill its obligations under this Section 6.03, and shall include in the 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 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 of designees of Purchaser pursuant to this Section 6.03, prior to the Effective Time, any (i) amendment of this Agreement or the Certificate of Incorporation or By-laws of the Company or any Subsidiary, (ii) termination of this Agreement by the Company, (iii) extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Purchaser, (iv) recommendation to the Company stockholders or any modification or withdrawal of any such recommendation in connection with this Agreement or the Transactions or (v) waiver of any of the Company's rights hereunder, in each case, 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. In the event that the independent directors of the Company Board deem it advisable in connection with the Transactions to retain outside legal counsel, such directors shall be entitled to retain such counsel (not to exceed two outside law firms) at the reasonable expense of the Company.

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 the Board shall be entitled to designate up consist of two directors designated by the Board prior to such number purchase of directorsShares, 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 three 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 designated by Purchaser (who may be employees of Parent or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstandingan Affiliate) and four independent directors, and the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees and new independent directors, if any, 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 its best efforts to cause persons designated by Purchaser and new independent directors, if any, to constitute the same percentage as persons designated by Purchaser and new independent directors, if any, shall constitute of the Board of (i) each committee of the Board, (ii) each board of directors of each domestic 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 two-thirds of the voting power of the then-outstanding Shares on a fully 27 diluted basis and (ii) the Effective Time, the Company shall use its best efforts not take any action to ensure that at least two members induce any member of the Board and each committee of the Board and such boards and committees of the SubsidiariesBoard, as of the date hereof, who are not employees of the Company to resign from the Board. (b) To the extent applicable, the Company shall remain members promptly take all actions required pursuant to Section 14(f) of the Board Exchange Act and Rule 14f-1 promulgated thereunder to fulfill its obligations under this Section 6.03, and shall include in the 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 to fulfill such obligations. To the extent applicable, 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 boards Section 14(f) and committeesRule 14f-1. (c) Following the election of designees of Purchaser pursuant to this Section 6.03, prior to the Effective Time, any amendment 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 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.

Company Board Representation. Section 14(f). (a) ------------------------------------------- Promptly Subject to compliance with applicable law and the Company's Articles of Incorporation, promptly upon the purchase by Purchaser of Common Shares pursuant to the Offer Offers, 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 Common Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Common 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 its best efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board of (i) each committee of the Board, (ii) each board of directors of each Subsidiary, and (iii) each committee of each such board, in each case only Board 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 Common Shares on a fully diluted basis and (ii) the Effective Time, the Company shall use its best efforts to ensure that at least two 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, hereof who are not employees of the Company shall remain members of the Board and of each such boards and committeescommittee.

Company Board Representation. Section 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 following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions within its power reasonably 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 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 of (i) each committee of the Board, (ii) each the 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 Effective Time, the Company shall use its reasonable best efforts to ensure that at least two members of the Board (in addition to the Company's Chief Executive Officer) 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.