Common use of Company Directors Clause in Contracts

Company Directors. (a) Effective upon the Acceptance Time and from time to time thereafter (but only for so long as Parent, Merger Sub and their Affiliates beneficially own at least a majority of the outstanding Shares (determined on a fully diluted basis)), Merger Sub shall be entitled to elect or designate to the board of directors of the Company (the “Company Board”) such number of directors, rounded up to the nearest whole number, as is equal to the product of the total number of directors on the Company Board (giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by the percentage of the outstanding Shares (determined on a fully diluted basis) that are then beneficially owned by Merger Sub and its Affiliates and to have such designees be elected or appointed to such classes of the Company Board so as to be as evenly distributed as possible among the three classes of directors on the Company Board. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) and “Affiliate” shall have the meanings provided in Rule 13d-3 and Rule 12b-2 under the Exchange Act, respectively. Upon any exercise of such right by Merger Sub, the Company shall use its reasonable best efforts to (i) elect or appoint to the Company Board the individuals designated by Merger Sub and permitted to be so elected or designated by the preceding sentence, including by promptly filling vacancies or newly created directorships on the Company Board, increasing the size of the Company Board and/or securing the resignations of such number of its incumbent directors, and (ii) cause the directors so elected or appointed to constitute the same percentage (rounded up to the nearest whole number) of the members of each committee of the Company Board as such directors represent of the Company Board, in each case to the fullest extent permitted by applicable Law and the rules of the NASDAQ Stock Market (“NASDAQ”). The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall include in the Schedule 14D-9 such information required by Section 14(f) and Rule 14f-1 as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board. Merger Sub shall timely furnish to the Company, and be solely responsible for, information with respect to Merger Sub’s designees and Parent’s and Merger Sub’s respective officers, directors and Affiliates to the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Merger Sub, Parent or any of their respective Affiliates may have as a holder or beneficial owner of Shares as a matter of applicable Law with respect to the election of directors or otherwise.

Company Directors. (a) Effective Promptly upon the Acceptance Time purchase of, and from time to time thereafter (but only for so long as Parentpayment for, any Shares by Merger Sub and their Affiliates beneficially own pursuant to the Offer which represent at least a majority of the Shares outstanding Shares (determined on a fully diluted basis))) and at all times thereafter, Merger Sub shall be entitled to elect or designate to the board of directors of the Company (the “Company Board”) Board such number of directors, rounded up to the nearest next whole number, as is equal to the product of the total number of directors on the Company Board (giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by the percentage of the outstanding Shares (determined on a fully diluted basis) that are then beneficially owned by Merger Sub and its Affiliates and to have such designees be elected or appointed to such classes of the Company Board so as to be as evenly distributed as possible among the three classes of directors on the Company Boardaffiliates. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) and “Affiliateaffiliate” shall have the meanings provided assigned to such terms in Rule 13d-3 and Rule 12b-2 under the Exchange Act, respectively. Upon any exercise of such right by Merger Sub, the Company shall use its reasonable best efforts to take all such actions as are necessary to (i) elect or appoint designate to the Company Board the individuals designated by Merger Sub and permitted to be so elected or designated by the preceding sentence, including by but not limited to promptly filling vacancies or newly created directorships on the Company Board, increasing the size of the Company Board (including by amending the Bylaws of the Company if necessary so as to increase the size of the Company Board) and/or securing the resignations of such number of its incumbent directors, and (ii) cause the directors so elected or appointed designated to constitute the same percentage (rounded up to the nearest next whole number) of the members of each committee of the Company Board as such directors represent of the Company Board, in each case to the fullest extent permitted by applicable Law and the rules of the NASDAQ Stock Nasdaq National Market (“NASDAQNasdaq”). The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the . The Company shall include promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to shareholders (together with the Schedule 14D-9 such 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Merger Sub’s designees to be elected or appointed designated to the Company Board. Merger Sub shall timely furnish to supply the CompanyCompany with, and be solely responsible for, information with respect to Merger Sub’s designees and Parent’s and Merger Sub’s respective officers, directors and Affiliates affiliates to the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Merger Sub, Parent or any of their respective Affiliates affiliates may have as a holder or beneficial owner of Shares as a matter of applicable Law law with respect to the election of directors or otherwise.

Company Directors. (aA) Effective upon the Acceptance Time and from time Pursuant to time thereafter (but only for so long as Parent, Merger Sub and their Affiliates beneficially own at least a majority Section 3(e) of the outstanding Shares (determined on a fully diluted basis)), Merger Sub shall be entitled to elect or designate Amended Advisory Agreement and subject to the board Charter and Bylaws, the Board of Directors will at all times be comprised of no fewer than five (5) members. The Advisor and the Sub-Advisor shall each have the right to designate for nomination, subject to the approval of such nomination by the Board of Directors, one (1) director to the slate to be voted on by the stockholders; provided however, that in the event the number of directors constituting the Board of Directors is increased by a vote of the Company (Board of Directors pursuant to the “Company Board”) Charter and Bylaws, such number of directors, rounded up director nominees which each of the Advisor and the Sub-Advisor is entitled to the nearest whole number, designate shall be increased as is equal to the product necessary by a number that will result in such nominees representing not less than 20% of the total number of directors on directors. The Advisor and the Company Board (giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by the percentage of the outstanding Shares (determined on a fully diluted basis) that are then beneficially owned by Merger Sub and its Affiliates and to have such designees be elected or appointed to such classes of the Company Board so as to be as evenly distributed as possible among the three classes of directors on the Company Board. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) and “Affiliate” Sub-Advisor shall have the meanings provided in Rule 13d-3 right to consult with each other and Rule 12b-2 under the Exchange Actjointly designate for nomination, respectively. Upon any exercise subject to approval of such right nomination by Merger Subthe Board of Directors, three (3) individuals to serve as Independent Directors; provided, however, that in the Company shall use its reasonable best efforts to (i) elect or appoint event the number of directors constituting the Board of Directors is increased by a vote of the Board of Directors pursuant to the Company Board the individuals designated by Merger Sub Charter and permitted to be so elected or designated by the preceding sentenceBylaws, including by promptly filling vacancies or newly created directorships on the Company Board, increasing the size of the Company Board and/or securing the resignations of such number of its incumbent directors, Independent Director nominees which the Advisor and (ii) cause the directors so elected or appointed Sub-Advisor are entitled to constitute designate shall be increased as necessary by a number that will result in such nominees representing not less than the same percentage (rounded up minimum number of Independent Directors required under applicable law and pursuant to the nearest whole number) of the members of each committee of the Company Board as such directors represent of the Company Board, in each case to the fullest extent permitted by applicable Law Charter and the rules of the NASDAQ Stock Market (“NASDAQ”)Bylaws. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderAdvisor agrees, and the Company shall include in the Schedule 14D-9 such information required by Section 14(f) and Rule 14f-1 as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board. Merger Sub shall timely furnish to the Company, and be solely responsible for, information with respect to Merger any Shares now or hereinafter owned by it, to vote such Shares in favor of the Sub-Advisor’s designees and Parentnominees for the Board of Directors. As of the date hereof, the Sub-Advisor’s and Merger Sub’s respective officers, directors and Affiliates to the extent required by Section 14(f) and Rule 14f-1nominee is Xxxxxx XxxXxxxxx. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Merger Sub-Advisor agrees, Parent or any of their respective Affiliates may have as a holder or beneficial owner of Shares as a matter of applicable Law with respect to any Shares now or hereinafter owned by it, to vote such Shares in favor of the election Advisor’s nominees for the Board of directors or otherwiseDirectors. As of the date hereof, the Advisor’s nominee is Xxxxxxxx Xxxxxxx.

Company Directors. (aA) Effective upon the Acceptance Time and from time Pursuant to time thereafter (but only for so long as Parent, Merger Sub and their Affiliates beneficially own at least a majority Section 3(e) of the outstanding Shares (determined on a fully diluted basis)), Merger Sub shall be entitled to elect or designate Amended Advisory Agreement and subject to the board Charter and Bylaws, the Board of Directors will at all times be comprised of no fewer than five (5) members. The Advisor and the Sub-Advisor shall each have the right to designate for nomination, subject to the approval of such nomination by the Board of Directors, one (1) director to the slate to be voted on by the stockholders; provided, however, that in the event the number of directors constituting the Board of Directors is increased by a vote of the Company (Board of Directors pursuant to the “Company Board”) Charter and Bylaws, such number of directors, rounded up director nominees which each of the Advisor and the Sub-Advisor is entitled to the nearest whole number, designate shall be increased as is equal to the product necessary by a number that will result in such nominees representing not less than 20% of the total number of directors on directors. The Advisor and the Company Board (giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by the percentage of the outstanding Shares (determined on a fully diluted basis) that are then beneficially owned by Merger Sub and its Affiliates and to have such designees be elected or appointed to such classes of the Company Board so as to be as evenly distributed as possible among the three classes of directors on the Company Board. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) and “Affiliate” Sub-Advisor shall have the meanings provided in Rule 13d-3 right to consult with each other and Rule 12b-2 under the Exchange Actjointly designate for nomination, respectively. Upon any exercise subject to approval of such right nomination by Merger Subthe Board of Directors, three (3) individuals to serve as Independent Directors; provided, however, that in the Company shall use its reasonable best efforts to (i) elect or appoint event the number of directors constituting the Board of Directors is increased by a vote of the Board of Directors pursuant to the Company Board the individuals designated by Merger Sub Charter and permitted to be so elected or designated by the preceding sentenceBylaws, including by promptly filling vacancies or newly created directorships on the Company Board, increasing the size of the Company Board and/or securing the resignations of such number of its incumbent directors, Independent Director nominees which the Advisor and (ii) cause the directors so elected or appointed Sub-Advisor are entitled to constitute designate shall be increased as necessary by a number that will result in such nominees representing not less than the same percentage (rounded up minimum number of Independent Directors required under applicable law and pursuant to the nearest whole number) of the members of each committee of the Company Board as such directors represent of the Company Board, in each case to the fullest extent permitted by applicable Law Charter and the rules of the NASDAQ Stock Market (“NASDAQ”)Bylaws. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderAdvisor agrees, and the Company shall include in the Schedule 14D-9 such information required by Section 14(f) and Rule 14f-1 as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board. Merger Sub shall timely furnish to the Company, and be solely responsible for, information with respect to Merger any Shares now or hereinafter owned by it, to vote such Shares in favor of the Sub-Advisor’s designees and Parentnominees for the Board of Directors. As of the date hereof, the Sub-Advisor’s and Merger Sub’s respective officers, directors and Affiliates to the extent required by Section 14(f) and Rule 14f-1nominee is Xxxxxx XxxXxxxxx. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Merger Sub-Advisor agrees, Parent or any of their respective Affiliates may have as a holder or beneficial owner of Shares as a matter of applicable Law with respect to any Shares now or hereinafter owned by it, to vote such Shares in favor of the election Advisor’s nominees for the Board of directors or otherwiseDirectors. As of the date hereof, the Advisor’s nominee is Xxxxxxxx Xxxxxxx.

Company Directors. (a) Effective Promptly upon the Acceptance Time purchase of, and from time to time thereafter (but only for so long as Parentpayment for, any Shares by Merger Sub and their Affiliates beneficially own pursuant to the Offer which represent at least a majority of the Shares outstanding Shares (determined on a fully diluted basis))) and at all times thereafter, Merger Sub shall be entitled to elect or designate to the board of directors of the Company (the “Company Board”) Board such number of directors, rounded up to the nearest next whole number, as is equal to the product of the total number of directors on the Company Board (giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by the percentage of the outstanding Shares (determined on a fully diluted basis) that are then beneficially owned by Merger Sub and its Affiliates and to have such designees be elected or appointed to such classes of the Company Board so as to be as evenly distributed as possible among the three classes of directors on the Company Boardaffiliates. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) and “Affiliateaffiliate” shall have the meanings provided assigned to such terms in Rule 13d-3 and Rule 12b-2 under the Exchange Act, respectively. Upon any exercise of such right by Merger Sub, the Company shall use its reasonable best efforts to take all such actions as are necessary to (i) elect or appoint designate to the Company Board the individuals designated by Merger Sub and permitted to be so elected or designated by the preceding sentence, including by but not limited to promptly filling vacancies or newly created directorships on the Company Board, increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or securing the resignations of such number of its incumbent directors, and (ii) cause the directors so elected or appointed designated to constitute the same percentage (rounded up to the nearest next whole number) of the members of each committee of the Company Board as such directors represent of the Company Board, in each case to the fullest extent permitted by applicable Law and the rules of the NASDAQ Stock Nasdaq National Market (“NASDAQNasdaq”). The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the . The Company shall include promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders (together with the Schedule 14D-9 such 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Merger Sub’s designees to be elected or appointed designated to the Company Board. Merger Sub shall timely furnish to supply the CompanyCompany with, and be solely responsible for, information with respect to Merger Sub’s designees and Parent’s and Merger Sub’s respective officers, directors and Affiliates affiliates to the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Merger Sub, Parent or any of their respective Affiliates affiliates may have as a holder or beneficial owner of Shares as a matter of applicable Law with respect to the election of directors or otherwise.

Company Directors. (aA) Effective upon the Acceptance Time and from time Pursuant to time thereafter (but only for so long as Parent, Merger Sub and their Affiliates beneficially own at least a majority Section 3(e) of the outstanding Shares (determined on a fully diluted basis)), Merger Sub shall be entitled to elect or designate Advisory Agreement and subject to the board Charter and Bylaws, the Board of Directors will at all times be comprised of no fewer than five (5) members. The Advisor and the Sub-Advisor shall each have the right to designate for nomination, subject to the approval of such nomination by the Board of Directors, one (1) director to the slate to be voted on by the stockholders; provided however, that in the event the number of directors constituting the Board of Directors is increased by a vote of the Company (Board of Directors pursuant to the “Company Board”) Charter and Bylaws, such number of directors, rounded up director nominees which each of the Advisor and the Sub-Advisor is entitled to the nearest whole number, designate shall be increased as is equal to the product necessary by a number that will result in such nominees representing not less than 20% of the total number of directors on directors. The Advisor and the Company Board (giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by the percentage of the outstanding Shares (determined on a fully diluted basis) that are then beneficially owned by Merger Sub and its Affiliates and to have such designees be elected or appointed to such classes of the Company Board so as to be as evenly distributed as possible among the three classes of directors on the Company Board. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) and “Affiliate” Sub-Advisor shall have the meanings provided in Rule 13d-3 right to consult with each other and Rule 12b-2 under the Exchange Actjointly designate for nomination, respectively. Upon any exercise subject to approval of such right nomination by Merger Subthe Board of Directors, three (3) individuals to serve as Independent Directors; provided, however, that in the Company shall use its reasonable best efforts to (i) elect or appoint event the number of directors constituting the Board of Directors is increased by a vote of the Board of Directors pursuant to the Company Board the individuals designated by Merger Sub Charter and permitted to be so elected or designated by the preceding sentenceBylaws, including by promptly filling vacancies or newly created directorships on the Company Board, increasing the size of the Company Board and/or securing the resignations of such number of its incumbent directors, Independent Director nominees which the Advisor and (ii) cause the directors so elected or appointed Sub-Advisor are entitled to constitute designate shall be increased as necessary by a number that will result in such nominees representing not less than the same percentage (rounded up minimum number of Independent Directors required under applicable law and pursuant to the nearest whole number) of the members of each committee of the Company Board as such directors represent of the Company Board, in each case to the fullest extent permitted by applicable Law Charter and the rules of the NASDAQ Stock Market (“NASDAQ”)Bylaws. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderAdvisor agrees, and the Company shall include in the Schedule 14D-9 such information required by Section 14(f) and Rule 14f-1 as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board. Merger Sub shall timely furnish to the Company, and be solely responsible for, information with respect to Merger any Shares now or hereinafter owned by it, to vote such Shares in favor of the Sub-Advisor’s designees and Parentnominees for the Board of Directors. As of the date hereof, the Sub-Advisor’s and Merger Sub’s respective officers, directors and Affiliates to the extent required by Section 14(f) and Rule 14f-1nominee is Xxxxxx XxxXxxxxx. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Merger Sub-Advisor agrees, Parent or any of their respective Affiliates may have as a holder or beneficial owner of Shares as a matter of applicable Law with respect to any Shares now or hereinafter owned by it, to vote such Shares in favor of the election Advisor’s nominees for the Board of directors or otherwiseDirectors. As of the date hereof, the Advisor’s nominee is Xxxxxxxx Xxxxxxx.