Common use of Composition of Board of Directors Clause in Contracts

Composition of Board of Directors. (a) Upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, at least a majority of the issued and outstanding shares of Common Stock on a fully diluted basis pursuant to the Offer, Purchaser shall be entitled to designate such number of directors on the Board of Directors, rounded up to the next whole number, as will give Purchaser representation on the Board of Directors equal to the product of (i) the number of authorized directors on the Board of Directors (giving effect to the directors elected pursuant to this Section 1.4) and (ii) the percentage that the ----------- number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate thereof bears to the aggregate number of shares of Common Stock then outstanding (the "Percentage"), and the Company shall, upon the election and ---------- request by Purchaser, promptly increase the size of the Board of Directors and/or secure the resignations of such number of directors as is necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause Purchaser's designees to be so elected. At the request of Purchaser, the Company will cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Board, (ii) the board of directors of each Subsidiary (as defined in Section 11.8) of the Company and (iii) the ------------ committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors and committees thereof shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all appropriate action required pursuant to such Section 14(f) and Rule 14f-1 to effect any such election and shall, subject to the next succeeding sentence, include in the Schedule 14D-9 the information required by Section 14(f) and Rule 14f-1. Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. Notwithstanding the foregoing, the parties hereto shall use their respective reasonable efforts to ensure that at least three of the members of the Board of Directors shall at all times prior to the Effective Time be Continuing Directors (as defined in Section 1.4(b)). --------------

Composition of Board of Directors. (a) Upon the acceptance for payment ofThe Shareholders agree that, and payment by Merger Sub in accordance with the Offer for, at least a majority effective as of the issued and outstanding shares of Common Stock on a fully diluted basis pursuant to the Offerdate hereof, Purchaser shall be entitled to designate such number of directors on the Board of Directors, rounded up to the next whole number, as will give Purchaser representation on the Board of Directors equal of the Company (the “Board of Directors”) shall consist of eleven (11) members (each, a “Director”) and shall have the following composition: six (6) Directors elected from candidates nominated by CIASA (“CIASA Directors”); two (2) Directors elected from candidates nominated by Continental (“Continental Directors”); and three (3) Directors who shall be “independent” (the “Independent Directors”) under the rules of the New York Stock Exchange (the “NYSE”); provided that the number of Continental Directors shall be automatically decreased to the product of (i) one (1) at such time as Continental, together with its Permitted Transferees, owns less than 19.0% of the number of authorized directors on total outstanding Shares (the Board of Directors (giving effect to the directors elected pursuant to this Section 1.4“Continental Ownership Event”) and (ii) zero at such time as the percentage that the ----------- number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate thereof bears to the aggregate number of shares of Common Stock then outstanding (the "Percentage"), Continental Ownership Event has occurred and the Company shall, upon the election and ---------- request by Purchaser, promptly increase the size Alliance Agreement has expired or been terminated. Each of the Board Shareholders agrees to vote, or act by written consent with respect to, any Shares beneficially owned by it that are entitled to vote, at each annual or special meeting of stockholders of the Company at which Directors and/or secure are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary, to cause the resignations of such number of directors as is necessary to enable Purchaser's designees CIASA Directors, the Continental Directors and the Independent Directors to be elected to the Board of Directors and shall as provided in this Section 1.2. Each of the Shareholders agrees to use its best efforts to cause Purchaser's designees the election of each such designee to the Board of Directors, including nominating such individuals to be so electedelected as members of the Board of Directors. At the request of PurchaserFurther, the Company will cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Boardagrees that, (ii) the board of directors of each Subsidiary (as defined in Section 11.8) of the Company and (iii) the ------------ committees of each such board of directors. The Company's obligations to appoint designees to if at any time there is a vacancy on the Board of Directors and committees as a result thereof shall be subject the Board of Directors includes fewer CIASA Directors or Continental Directors than CIASA or Continental are entitled to Section 14(f) of nominate at such time, then the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all appropriate action required pursuant nominate or appoint, as the case may be, the person designated by CIASA or Continental, as the case may be, to fill such Section 14(f) and Rule 14f-1 vacancy and, in the event of a shareholders vote, shall recommend to effect any shareholders such individual’s election and shall, subject to the next succeeding sentenceBoard. In addition, include in at any time when there are no Continental Directors on the Schedule 14D-9 the information required by Section 14(f) Board of Directors and Rule 14f-1. Purchaser will supply Continental is entitled to the Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. Notwithstanding the foregoing, the parties hereto shall use their respective reasonable efforts to ensure that at least three of the members appoint a member of the Board of Directors, at Continental’s request, the Company shall invite an individual designated by Continental at such time to attend all board meetings (including telephonic meetings) as a non-voting observer and review all actions taken by the Board of Directors without a meeting, and shall provide such individual, at the same time as provided to Directors, all times prior materials provided to the Effective Time be Continuing Directors (as defined in Section 1.4(b)). --------------connection with such meetings or actions taken without a meeting.

Composition of Board of Directors. (a) Upon the acceptance for payment ofThe Shareholders agree that, and payment by Merger Sub in accordance with the Offer for, at least a majority effective as of the issued and outstanding shares of Common Stock on a fully diluted basis pursuant to the Offerdate hereof, Purchaser shall be entitled to designate such number of directors on the Board of Directors, rounded up to the next whole number, as will give Purchaser representation on the Board of Directors equal of the Company (the "Board of Directors") shall consist of eleven (11) members (each, a "Director") and shall have the following composition: six (6) Directors elected from candidates nominated by CIASA ("CIASA Directors"); two (2) Directors elected from candidates nominated by Continental ("Continental Directors"); and three (3) Directors who shall be "independent" (the "Independent Directors") under the rules of the New York Stock Exchange (the "NYSE"); provided that the number of Continental Directors shall be automatically decreased to the product of (i) one (1) at such time as Continental, together with its Permitted Transferees, owns less than 19.0% of the number of authorized directors on total outstanding Shares (the Board of Directors (giving effect to the directors elected pursuant to this Section 1.4"Continental Ownership Event") and (ii) zero at such time as the percentage that the ----------- number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate thereof bears to the aggregate number of shares of Common Stock then outstanding (the "Percentage"), Continental Ownership Event has occurred and the Company shall, upon the election and ---------- request by Purchaser, promptly increase the size Alliance Agreement has expired or been terminated. Each of the Board Shareholders agrees to vote, or act by written consent with respect to, any Shares beneficially owned by it that are entitled to vote, at each annual or special meeting of stockholders of the Company at which Directors and/or secure are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary, to cause the resignations of such number of directors as is necessary to enable Purchaser's designees CIASA Directors, the Continental Directors and the Independent Directors to be elected to the Board of Directors and shall as provided in this Section 1.2. Each of the Shareholders agrees to use its best efforts to cause Purchaser's designees the election of each such designee to the Board of Directors, including nominating such individuals to be so electedelected as members of the Board of Directors. At the request of PurchaserFurther, the Company will cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Boardagrees that, (ii) the board of directors of each Subsidiary (as defined in Section 11.8) of the Company and (iii) the ------------ committees of each such board of directors. The Company's obligations to appoint designees to if at any time there is a vacancy on the Board of Directors and committees as a result thereof shall be subject the Board of Directors includes fewer CIASA Directors or Continental Directors than CIASA or Continental are entitled to Section 14(f) of nominate at such time, then the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all appropriate action required pursuant nominate or appoint, as the case may be, the person designated by CIASA or Continental, as the case may be, to fill such Section 14(f) and Rule 14f-1 vacancy and, in the event of a shareholders vote, shall recommend to effect any shareholders such individual's election and shall, subject to the next succeeding sentenceBoard. In addition, include in at any time when there are no Continental Directors on the Schedule 14D-9 the information required by Section 14(f) Board of Directors and Rule 14f-1. Purchaser will supply Continental is entitled to the Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. Notwithstanding the foregoing, the parties hereto shall use their respective reasonable efforts to ensure that at least three of the members appoint a member of the Board of Directors, at Continental's request, the Company shall invite an individual designated by Continental at such time to attend all board meetings (including telephonic meetings) as a non-voting observer and review all actions taken by the Board of Directors without a meeting, and shall provide such individual, at the same time as provided to Directors, all times prior materials provided to the Effective Time be Continuing Directors (as defined in Section 1.4(b)). --------------connection with such meetings or actions taken without a meeting.