Common use of Composition of Company Board and Board Committees Clause in Contracts

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Sub of Company Shares pursuant to the Offer (the “Appointment Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a)) and from time to time thereafter, Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.3) and (y) a fraction, the numerator of which is the number of Company Shares beneficially owned by Parent and Acquisition Sub (giving effect to the Company Shares accepted for payment pursuant to the Offer), and the denominator of which is the total number of then outstanding Company Shares. Following a request by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take at the Company’s expense all action necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board. From time to time after the Appointment Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with the obligations of the Company pursuant to this Section 2.3. Notwithstanding the foregoing, from the Appointment Time until the Effective Time, the Company shall use its commercially reasonable efforts to cause the Company Board to always have at least three (3) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement.

Composition of Company Board and Board Committees. Effective upon the initial acceptance receipt (as evidenced by delivery to the Company of either (i) a copy of the applicable wire transfer instruction(s) and the applicable federal reference number for such wire transfer(s) or (ii) a receipt from the Depositary (as defined in the Offer Documents)) by the Depositary of immediately available funds sufficient for payment by Acquisition Sub of Company the Shares pursuant to tendered in the Offer (the “Appointment Payment Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a)”) and from time to time thereafter, Parent shall be entitled to designate directors to serve on the Company Board up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.3) and (y) a fraction, the numerator of which is the number of Shares held by Parent, Merger Sub and their Affiliates (other than the Company Shares beneficially owned by Parent and Acquisition Sub its Subsidiaries) (giving effect to the Company Shares accepted for payment purchased pursuant to the Offer), and the denominator of which is the total number of then outstanding Company Shares. Following a request by Parent, the The Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take at the Company’s expense all action necessary to shall cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (Board at the election of Parent) by increasing the size of the Company Board or Payment Time by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company BoardBoard at the Payment Time. From time to time after the Appointment Payment Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, shall take all action actions necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case Board to the fullest extent permitted by applicable Laws and the rules of the NYSE. For the avoidance of doubt, from and after the Payment Time, the directors designated by Parent shall at all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with the obligations times constitute at least a majority of the Company pursuant to Board and each committee thereof. Solely for purposes of this Section 2.3. Notwithstanding the foregoing6.1, from the Appointment Time until the Effective Time, the Company shall use its commercially reasonable efforts to cause any and all members of the Company Board immediately prior to always have at least three (3) directors such designations by Parent who are directors remain on the date hereof, who are not employed Company Board after such designations by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the shall be referred to as “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement.

Composition of Company Board and Board Committees. Effective upon Upon the initial acceptance for payment purchase by Acquisition Merger Sub of shares of Company Shares Common Stock tendered pursuant to the Offer (the “Appointment Acceptance Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a1.5(a)) and from time to time thereafter, Parent subject to payment for such shares of Company Common Stock, Merger Sub shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) on the Company Board as shall give Merger Sub representation on the Company Board equal to the product of the total number of directors on the Company Board (giving effect to any increase in the number of directors elected or appointed pursuant to this Section 2.31.5(a)) and (y) a fraction, multiplied by the numerator of which is percentage that the aggregate number of shares of Company Shares Common Stock beneficially owned by Parent and Acquisition Merger Sub (giving effect following such purchase bears to the Company Shares accepted for payment pursuant to the Offer), and the denominator of which is the total number of shares of Company Common Stock then outstanding Company Shares. Following a request by Parentoutstanding, and the Company shall, to the extent permitted shall promptly thereafter take such actions as are reasonably requested by applicable Laws and the certificate of incorporation of the Company, take at the Company’s expense all action necessary Merger Sub to cause the individuals so designated by Parent Merger Sub’s designees to be elected or appointed to as directors of the Company BoardCompany, including (at the election of Parent) by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors directors, or both as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Boardnecessary. From time to time after the Appointment Acceptance Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, shall take all action necessary to cause the individuals so designated by Parent Merger Sub to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) of each committee of the Company Board, Board (iiexcept for any committee established to take action with respect to the subject matter of this Agreement) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with Legal Requirement and the obligations rules of the Company pursuant to this Section 2.3NASDAQ Global Market. Notwithstanding the foregoing, from following the Appointment Time until purchase by Merger Sub of shares of Company Common Stock pursuant to the Offer and before the Effective Time, in the Company shall use its commercially reasonable efforts event that Merger Sub’s designees are elected or appointed to cause the Company Board pursuant to always have this Section 1.5(a), the Company Board shall maintain at least three (3) directors who are directors members of the Company Board on the date hereof, each of whom shall be an “independent director” as defined by the rules of the NASDAQ Global Market Global Market or the federal securities Legal Requirements who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are considered independent directors for purposes within the meaning of such rules and Legal Requirements (“Independent Directors”) eligible to serve on the continued listing requirements Company’s audit committee under the Exchange Act and the NASDAQ Global Market rules and, at least one of whom shall be an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and the NYSE instructions thereto (the “Continuing Directors”); provided thatprovided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the number Company shall take all necessary action (including creating a committee of the Company Board) so that the remaining Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to elect or designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries another person that satisfies the foregoing independence requirements to fill such vacancies vacancy, and such Person(s) person shall be deemed to be a Continuing Director(s) Director for purposes of this Agreement; provided further. Notwithstanding the foregoing, that if the number of Independent Directors shall be reduced below the number of directors as may be required by such rules and regulations for any reason whatsoever (including, with respect to the rules of the NASDAQ Global Market, such rules governing the requirements for the continued listing of the shares of Company Common Stock), the remaining Continuing Director Independent Director(s) shall designate persons to fill such vacancies as soon as practicableand such designees shall be deemed to be Independent Directors for purposes of this Agreement or, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing other Independent Director then remains, the other directors shall designate three (3) Persons such number of directors as may be required by the rules of the NASDAQ Global Market and the federal securities laws, to fill such vacancies who shall not be Affiliatesemployees, consultantsdirectors, representatives stockholders or employees other affiliates of Parent or any of its Subsidiaries to fill such vacancies Merger Sub, and such Persons designees shall be deemed to be Continuing Independent Directors for purposes of this Agreement. From and after the Acceptance Time and for so long as any members of the Company Board are Continuing Directors, Parent shall ensure that each Continuing Director who is not then covered by the Company’s directors’ and officers’ liability insurance policies is covered by, and a beneficiary of, Parent’s directors’ and officers’ liability insurance policies (or equivalent insurance policies).

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Merger Sub of shares of Company Shares Common Stock pursuant to the Offer (the “Appointment Acceptance Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a2.4(a)) and from time to time thereafter, Parent shall be entitled to designate up such number of members of the Company Board as will give Parent, subject to such compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, representation equal to at least that number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.32.4) and (y) a fraction, the numerator of which is the number of shares of Company Shares beneficially owned Common Stock held by Parent and Acquisition Merger Sub (giving effect to the shares of Company Shares Common Stock accepted for payment or purchased pursuant to the OfferOffer and, if the Top-Up Option is exercised, the shares of Company Common Stock purchased upon the exercise of the Top-Up Option), and the denominator of which is the total number of then outstanding shares of Company SharesCommon Stock (not determined on a diluted basis). Following a request by ParentSubject to applicable Law, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, shall take at the Company’s expense all action requested by Parent necessary to cause the individuals so designated by Parent effect any election or appointment pursuant to be elected or appointed to the Company Boardthis Section 2.4, including (at the election of Parent) by (x) subject to the Company Certificate of Incorporation, increasing the size of the Company Board Board, and (y) obtaining the resignation (or by seeking and accepting or otherwise securing the resignations any previously delivered resignation) of such number of then its incumbent directors as is is, in each case, necessary to enable the individuals so designated by Parent such designees to be so elected or appointed to the Company BoardBoard in compliance with applicable Law (including, to the extent applicable prior to the Effective Time, Rule 10A-3 under the Exchange Act) (the date on which the majority of the Company’s directors are designees of Parent that have been effectively elected or appointed to the Company Board in accordance herewith, the “Board Appointment Date”). The Company shall use its reasonable best efforts to cause the Board Appointment Date to be the same day as the Acceptance Time. From time to time after the Appointment Acceptance Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case Board to the fullest extent permitted by all applicable Laws. The Laws and the rules of the NASDAQ and the Company shall promptly amendtake all action requested by Parent necessary to effect any such election or appointment. Solely for purposes of this Section 2.4, or cause to be amended, its bylaws, if necessary, to comply with the obligations any and all members of the Company pursuant Board immediately prior to this Section 2.3. Notwithstanding the foregoing, from the Appointment Time until the Effective Time, the Company shall use its commercially reasonable efforts to cause such appointments by Parent who remain on the Company Board after such appointments by Parent shall be referred to always have at least three (3) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the as “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement.

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Sub of shares of Company Shares Common Stock pursuant to the Offer (the “Appointment Acceptance Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a1.04(a)) and from time to time thereafter, and if the Top-Up is not exercised, Parent shall be entitled to designate up from time to time such number of directors members of the Company Board as will give Parent, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, representation on the Company Board equal to the product (at least that number of directors, rounded up to the next whole number) obtained by multiplying , that is the product of (xi) the total number of directors on the Company Board (giving effect to any increase in the number of directors elected or appointed pursuant to this Section 2.3sentence) and multiplied by (yii) a fraction, the numerator percentage of which is the total number of shares of Company Shares beneficially Common Stock then outstanding that are owned by Parent and Acquisition Sub its Subsidiaries (giving effect to the including all shares of Company Shares Common Stock accepted for payment pursuant to the OfferOffer as being owned as of the Acceptance Time for this purpose); provided, however, that in the event that Parent’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board and who are not officers, shareholders or Affiliates of Parent (the “Independent Directors”); provided further that, in such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever, any remaining Independent Directors (or the Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, shareholders or Affiliates of the Company or Parent and who will be independent for purposes of Rule 10A-3 under the Exchange Act, and the denominator such persons shall be deemed to be Independent Directors for purposes of which is the total number of then outstanding Company Sharesthis Agreement. Following a request by ParentSubject to applicable Law, the Company shallshall take all action requested by Parent necessary to effect any election or appointment pursuant to this Section 1.04(a), including (at the election of Parent) (x) subject to the Company Articles of Incorporation, increasing the size of the Company Board, and (y) obtaining the resignation of such number of its current directors as is, in each case, necessary to enable such designees to be so elected or appointed to the Company Board in compliance with applicable Law (including, to the extent permitted by applicable Laws and prior to the certificate of incorporation of Effective Time, Rule 10A-3 under the CompanyExchange Act). From time to time after the Acceptance Time, the Company shall take at the Company’s expense all action necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) by increasing the size of directors on the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board. From time to time after the Appointment Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case Board to the fullest extent permitted by all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with Law and the obligations rules of the Company pursuant to this Section 2.3. Notwithstanding the foregoingNASDAQ Global Market (“NASDAQ”), from the Appointment Time until the Effective Time, and the Company shall use its commercially reasonable efforts take all action requested by Parent necessary to cause the Company Board to always have at least three (3) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates effect any such election or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreementappointment.

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Sub of Company Shares pursuant to Acceptance Time (provided that the Offer (the “Appointment Time,” Minimum Condition has been satisfied), the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a)) and from time to time thereafter, Parent shall be entitled to elect or designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.3) and (y) a fraction, the numerator of which is the number of shares of Company Shares Common Stock beneficially owned by Parent and Acquisition Merger Sub (giving effect to the shares of Company Shares Common Stock accepted for payment pursuant to the Offer), and the denominator of which is the total number of then outstanding shares of Company SharesCommon Stock. Following a request by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take at the Company’s expense all action necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board. From time to time after the Appointment Acceptance Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by all applicable LawsLaw and the continued listing requirements of NASDAQ. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with the obligations of the Company pursuant to this Section 2.3. Notwithstanding the foregoing, from the Appointment Acceptance Time until the Effective Time, the Company shall use its commercially reasonable best efforts to cause the Company Board to always have at least three (3) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of NASDAQ and Rule 10A-3 of the NYSE Exchange Act, and also eligible to serve on the Company’s audit committee under the Exchange Act and the continued listing standards of NASDAQ and at least one of whom shall be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement.

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Sub of Company Shares pursuant to the Offer (the “Appointment Acceptance Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a)) and from time to time thereafterthereafter (as long as Parent and its Affiliates beneficially own a majority of the outstanding Company Shares), Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.3) and (y) a fraction, the numerator of which is the number of Company Shares beneficially owned by Parent and Acquisition Sub (giving effect to the Company Shares accepted for payment pursuant to the Offer), and the denominator of which is the total number of then outstanding Company Shares. Following a request by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation and bylaws of the Company, take at the Company’s expense all action necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board. From time to time after the Appointment TimeAcceptance Time (as long as Parent and its Affiliates beneficially own a majority of the outstanding Company Shares), at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation and bylaws of the Company, take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors (or equivalent governance body) of each Subsidiary of the Company and (iii) each committee of each such board of directors (or equivalent governance body) of each Subsidiary of the Company, in each case to the fullest extent permitted by all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with the obligations of the Company pursuant to this Section 2.3. Notwithstanding the foregoing, from the Appointment Acceptance Time until the Effective Time, the Company shall use its commercially reasonable best efforts to cause the Company Board to always have at least three two (32) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE NASDAQ (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three two (32) for any reason whatsoever, the remaining Continuing Director(s) Director shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are Director is appointed in such time period, Parent shall designate such Continuing Director(s)Director; provided further, that if no Continuing Director then remains, the other directors shall designate three two (32) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement.

Composition of Company Board and Board Committees. Effective upon If the Merger Closing has not occurred within two (2) business days following the initial acceptance for payment by Acquisition Sub of shares of Company Shares Common Stock pursuant to the Offer (the “Appointment Acceptance Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a”)) and from time to time thereafter, Parent shall be entitled to designate up from time to time such number of directors members of the Company Board as will give Parent, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, representation on the Company Board equal to the product (at least that number of directors, rounded up to the next whole number) obtained by multiplying , that is the product of (xi) the total number of directors on the Company Board (giving effect to any increase in the number of directors elected or appointed pursuant to this Section 2.3sentence) and multiplied by (yii) a fraction, the numerator percentage of which is the total number of shares of Company Shares beneficially Common Stock then outstanding that are owned by Parent and Acquisition Sub its Subsidiaries (giving effect to the including all shares of Company Shares Common Stock accepted for payment pursuant to the OfferOffer as being owned as of the Acceptance Time for this purpose); provided, however, that if Parent’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board and who are not officers, stockholders or Affiliates of the Company or Parent and who will be independent for purposes of Rule 10A-3 under the Exchange Act (the “Independent Directors”); provided further that if the number of Independent Directors shall be reduced below two for any reason whatsoever, any remaining Independent Directors (or the Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, stockholders or Affiliates of the Company or Parent and who will be independent for purposes of Rule 10A-3 under the Exchange Act, and the denominator such persons shall be deemed to be Independent Directors for purposes of which is the total number of then outstanding Company Sharesthis Agreement. Following a request by ParentSubject to applicable Law, the Company shallshall take all action requested by Parent necessary to effect any election or appointment pursuant to this Section 1.03, including (at the election of Parent) (x) subject to the Company Charter and Company Bylaws, increasing the size of the Company Board, and (y) obtaining the resignation of such number of its current directors as is, in each case, necessary to enable such designees to be so elected or appointed to the Company Board in compliance with applicable Law (including, to the extent permitted by applicable Laws and prior to the certificate of incorporation of Effective Time, Rule 10A-3 under the CompanyExchange Act). From time to time after the Acceptance Time, the Company shall take at the Company’s expense all action necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) by increasing the size of directors on the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board. From time to time after the Appointment Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case Board to the fullest extent permitted by all applicable Laws. The Company shall promptly amendLaw and the rules of NASDAQ, or cause to be amended, its bylaws, if necessary, to comply with the obligations of the Company pursuant to this Section 2.3. Notwithstanding the foregoing, from the Appointment Time until the Effective Time, and the Company shall use its commercially reasonable efforts take all action requested by Parent necessary to cause the Company Board to always have at least three (3) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or effect any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreementelection.

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Merger Sub of shares of Company Shares Common Stock pursuant to the Offer (the “Appointment Acceptance Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a2.4(a)) and from time to time thereafter, Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (xi) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.32.4) and (yii) a fraction, the numerator of which is the number of shares of Company Shares beneficially owned Common Stock held by Parent and Acquisition Merger Sub (giving effect to the shares of Company Shares accepted for payment Common Stock purchased pursuant to the OfferOffer and, if the Top-Up Option is exercised, the shares of Company Common Stock purchased upon the exercise of the Top-Up Option), and the denominator of which is the total number of then outstanding shares of Company SharesCommon Stock; provided, however, that notwithstanding the foregoing, the Parties agree that at all times prior to the Effective Time, the Company Board shall include at least three (3) directors who were members of the Company Board immediately prior to the election or appointment of directors designated by Parent in accordance with this Section 2.4, each of whom shall be Independent Directors and at least one of whom shall be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto. Following Promptly following a request by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take at the Company’s expense all action necessary to shall cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company BoardBoard (the date on which the majority of the Company's directors are designees of Parent that have been effectively elected or appointed to the Company Board in accordance herewith, the “Board Appointment Date”), subject to the proviso in the immediately preceding sentence. From time to time after the Appointment Acceptance Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case Board to the fullest extent permitted by all applicable Laws, including the rules of the Nasdaq. The Company shall promptly amendSolely for purposes of this Section 2.4, or cause to be amended, its bylaws, if necessary, to comply with the obligations any and all members of the Company pursuant Board immediately prior to this Section 2.3. Notwithstanding such appointments by Parent who remain on the foregoingCompany Board after such appointments by Parent shall be referred to as “Continuing Directors.” The Company has obtained irrevocable resignations of each director on the Company Board, from which resignations are each contingent solely upon the Appointment Time consummation of the Offer and the Company’s acceptance of such resignation; provided that the resignations of the directors designated as Continuing Directors shall not be effective, and the Company shall not accept the resignations of such Continuing Directors, until the Effective Time. The Company has made available to Parent complete and correct copies of such resignations. Upon the consummation of the Offer, the Company shall use its commercially reasonable efforts accept such number of resignations as will be necessary to cause effectuate the Company Board exercise of Parent’s rights under this Section 2.4(a), subject to always have the requirement that at least three (3) directors who are directors Continuing Directors remain on the date hereofCompany Board until the Effective Time, who are not employed by the Company and who are not Affiliates or employees each of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided that, if the number of Continuing Directors whom shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) Independent Directors and at least one of whom shall be entitled to designate any other Person(san “audit committee financial expert” as defined in Item 407(d)(5)(ii) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies Regulation S-K and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreementinstructions thereto.

Composition of Company Board and Board Committees. Effective upon the initial acceptance receipt (as evidenced by delivery to the Company of either (i) a copy of the applicable wire transfer instruction(s) and the applicable federal reference number for such wire transfer(s) or (ii) a receipt from the Depositary (as defined in the Offer Documents)) by the Depositary of immediately available funds sufficient for payment by Acquisition Sub of Company the Shares pursuant to tendered in the Offer (the “Appointment "Payment Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a)") and from time to time thereafter, Parent shall be entitled to designate directors to serve on the Company Board up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.3) and (y) a fraction, the numerator of which is the number of Shares held by Parent, Merger Sub and their Affiliates (other than the Company Shares beneficially owned by Parent and Acquisition Sub its Subsidiaries) (giving effect to the Company Shares accepted for payment purchased pursuant to the Offer), and the denominator of which is the total number of then outstanding Company Shares. Following a request by Parent, the The Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take at the Company’s expense all action necessary to shall cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (Board at the election of Parent) by increasing the size of the Company Board or Payment Time by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company BoardBoard at the Payment Time. From time to time after the Appointment Payment Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, shall take all action actions necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case Board to the fullest extent permitted by applicable Laws and the rules of the NYSE. For the avoidance of doubt, from and after the Payment Time, the directors designated by Parent shall at all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with the obligations times constitute at least a majority of the Company pursuant to this Section 2.3Board and each committee thereof. Notwithstanding the foregoing, from the Appointment Time until the Effective Time, the Company shall use its commercially reasonable efforts to cause the Company Board to always have at least three (3) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) Solely for purposes of this Agreement; provided furtherSection 6.1, that any and all members of the remaining Continuing Director shall fill Company Board immediately prior to such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no designations by Parent who remain on the Company Board after such Continuing Director(s) are appointed in such time period, designations by Parent shall designate such be referred to as "Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this AgreementDirectors".

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Sub of shares of Company Shares Common Stock pursuant to the Offer (the “Appointment Acceptance Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a1.04(a)) and from time to time thereafter, Parent shall be entitled to designate up from time to time such number of directors on members of the Company Board as will give Parent, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, representation equal to the product (at least that number of directors, rounded up to the next whole number) obtained by multiplying , that is the product of (xi) the total number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.3) and (y) a fraction, the numerator of which is the number of Company Shares beneficially owned by Parent and Acquisition Sub (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (ii) the percentage that (A) the number of shares of Company Shares Common Stock owned by Parent and its Subsidiaries (including shares of Company Common Stock accepted for payment pursuant to the Offer) bears to (B) the number of shares of the Company Common Stock then outstanding; provided, however, that in the event that Parent’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least two directors who are members of the Company Board and who are not officers, stockholders or Affiliates of the Company or Parent and who will be independent for purposes of Rule 10A-3 under the Exchange Act (the “Independent Directors”); 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 Directors then remain, the other directors shall designate two Persons to fill such vacancies who are not officers, stockholders or Affiliates of the Company or Parent and who will be independent for purposes of Rule 10A-3 under the Exchange Act, and the denominator such Persons shall be deemed to be Independent Directors for purposes of which is the total number of then outstanding Company Sharesthis Agreement. Following a request by ParentSubject to applicable Law, the Company shallshall take all action requested by Parent necessary to effect any election or appointment pursuant to this Section 1.04, including (at the election of Parent) (x) subject to the Company Certificate of Incorporation and Company By-Laws, increasing the size of the Company Board, and (y) obtaining the resignation of such number of its current directors as is, in each case, necessary to enable such designees to be so elected or appointed to the Company Board in compliance with applicable Law (including, to the extent permitted by applicable Laws and prior to the certificate of incorporation of Effective Time, Rule 10A-3 under the CompanyExchange Act). From time to time after the Acceptance Time, the Company shall take at the Company’s expense all action necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) by increasing the size of directors on the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board. From time to time after the Appointment Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case Board to the fullest extent permitted by all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with Law and the obligations rules of the Company pursuant to this Section 2.3. Notwithstanding New York Stock Exchange (the foregoing“NYSE”), from the Appointment Time until the Effective Time, and the Company shall use its commercially reasonable efforts take all action requested by Parent necessary to cause the Company Board to always have at least three (3) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates effect any such election or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreementappointment.

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Merger Sub of shares of Company Shares Common Stock pursuant to the Offer (the “Appointment Acceptance Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a2.4(a)) and from time to time thereafter, Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (xi) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.32.4) and (yii) a fraction, the numerator of which is the number of shares of Company Shares beneficially owned Common Stock held by Parent and Acquisition Merger Sub (giving effect to the shares of Company Shares accepted for payment Common Stock purchased pursuant to the OfferOffer and, if the Top-Up Option is exercised, the shares of Company Common Stock purchased upon the exercise of the Top-Up Option), and the denominator of which is the total number of then outstanding shares of Company SharesCommon Stock. Following Promptly following a request by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take at the Company’s expense all action necessary to shall cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company BoardBoard (the date on which the majority of the Company’s directors are designees of Parent that have been effectively elected or appointed to the Company Board in accordance herewith, the “Board Appointment Date”). From time to time after the Appointment Acceptance Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case Board to the fullest extent permitted by all applicable Laws, including the rules of the Nasdaq. Solely for purposes of this Section 2.4, any and all members of the Company Board immediately prior to such appointments by Parent who remain on the Company Board after such appointments by Parent shall be referred to as “Continuing Directors.” The Company has obtained irrevocable resignations of each director on the Company Board, which resignations are each contingent solely upon the consummation of the Offer and the Company’s acceptance of such resignation. The Company shall promptly amend, or cause has made available to be amended, its bylaws, if necessary, to comply with Parent complete and correct copies of such resignations. Upon the obligations consummation of the Company pursuant to this Section 2.3. Notwithstanding the foregoing, from the Appointment Time until the Effective TimeOffer, the Company shall use its commercially reasonable efforts to cause the Company Board to always have at least three (3) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided that, if the accept such number of Continuing Directors shall resignations as will be reduced below three (3) for any reason whatsoever, necessary to effectuate the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee exercise of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of Parent’s rights under this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(sSection 2.4(a); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement.

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Sub of Company Shares pursuant to the Offer (the “Appointment Acceptance Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a)) and from time to time thereafterthereafter (as long as Parent and its Affiliates beneficially own a majority of the outstanding Company Shares), Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.3) and (y) a fraction, the numerator of which is the number of Company Shares beneficially owned by Parent and Acquisition Sub (giving effect to the Company Shares accepted for payment pursuant to the Offer), and the denominator of which is the total number of then outstanding Company Shares. Following a request by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation and bylaws of the Company, take at the Company’s expense all action necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board. From time to time after the Appointment TimeAcceptance Time (as long as Parent and its Affiliates beneficially own a majority of the outstanding Company Shares), at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation and bylaws of the Company, take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors (or equivalent governance body) of each Subsidiary of the Company and (iii) each committee of each such board of directors (or equivalent governance body) of each Subsidiary of the Company, in each case to the fullest extent permitted by all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with the obligations of the Company pursuant to this Section 2.3. Notwithstanding the foregoing, from the Appointment Acceptance Time until the Effective Time, the Company shall use its commercially reasonable best efforts to cause the Company Board to always have at least three two (32) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three two (32) for any reason whatsoever, the remaining Continuing Director(s) Director shall be entitled to designate any other Person(s) who shall not be employed by the Company or an Affiliate Affiliate, consultant, representative or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this AgreementAgreement and Parent shall cause its directors to take such action as is necessary to effect the election of such designees; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are Director is appointed in such time period, Parent shall designate such Continuing Director(s)Director; provided further, that if no Continuing Director then remains, the other directors shall designate three two (32) Persons who shall not be employed by the Company or Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement.

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Merger Sub of shares of all of the Company Shares Common Stock properly tendered pursuant to the Offer (the “Appointment Acceptance Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a2.4(a)) and from time to time thereafter, Parent shall be entitled to designate up such number of members of the Company Board as will give Parent, subject to such compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, representation equal to at least that number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.32.4) and (y) a fraction, the numerator of which is the number of shares of Company Shares beneficially owned Common Stock held by Parent and Acquisition Merger Sub (giving effect to the shares of Company Shares Common Stock accepted for payment or purchased pursuant to the OfferOffer and, if the Top-Up Option is exercised, the shares of Company Common Stock purchased upon the exercise of the Top-Up Option), and the denominator of which is the total number of then outstanding shares of Company SharesCommon Stock (not determined on a diluted basis). Following a request by ParentSubject to applicable Law, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, shall take at the Company’s expense all action requested by Parent necessary to cause the individuals so designated by Parent effect any election or appointment pursuant to be elected or appointed to the Company Boardthis Section 2.4, including (at the election of Parent) by (x) subject to the Company Certificate of Incorporation, increasing the size of the Company Board Board, and (y) obtaining the resignation (or by seeking and accepting or otherwise securing the resignations any previously delivered resignation) of such number of then its incumbent directors as is is, in each case, necessary to enable the individuals so designated by Parent such designees to be so elected or appointed to the Company BoardBoard in compliance with applicable Law (including, to the extent applicable prior to the Effective Time, Rule 10A-3 under the Exchange Act) (the date on which the majority of the Company’s directors are designees of Parent that have been effectively elected or appointed to the Company Board in accordance herewith, the “Board Appointment Date”). The Company shall use its reasonable best efforts to cause the Board Appointment Date to be the same day as the Acceptance Time. From time to time after the Appointment Acceptance Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case Board to the fullest extent permitted by all applicable Laws. The Laws and the rules of the NASDAQ and the Company shall promptly amend, take all action requested by Parent necessary to effect any such election or cause appointment. Upon request by Parent prior to be amended, its bylaws, if necessary, to comply with the obligations of the Company pursuant to this Section 2.3. Notwithstanding the foregoing, from the Appointment Time until the Effective TimeOffer Closing, the Company shall use its commercially reasonable efforts obtain irrevocable resignations of each director on the Company Board, which resignations will each be contingent solely upon the consummation of the Offer and the Company’s acceptance of such resignation, and the Company shall provide to cause Parent complete and correct copies of such resignations promptly following the request therefor. Solely for purposes of this Section 2.4, any and all members of the Company Board immediately prior to always have at least three (3) directors such appointments by Parent who are directors remain on the date hereof, who are not employed Company Board after such appointments by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the shall be referred to as “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement.

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Merger Sub of Company Shares pursuant to the Offer (the “"Appointment Time,” " the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a)) and from time to time thereafter, Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.3) and (y) a fraction, the numerator of which is the number of Company Shares beneficially owned held by Parent and Acquisition Merger Sub (giving effect to the Company Shares accepted for payment purchased pursuant to the Offer), and the denominator of which is the total number of then outstanding Company Shares. Following Promptly following a request by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, shall take at the Company’s expense all action necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board. From time to time after the Appointment Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by all applicable LawsLegal Requirements. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with the obligations of the Company pursuant to this Section 2.3. Notwithstanding the foregoing, from the Appointment Time until the Effective Time, the Company shall use its commercially reasonable efforts to cause the Company Board to always have at least three (3) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) Solely for purposes of this Agreement; provided furtherSection 2.3, that any and all members of the remaining Continuing Director shall fill Company Board immediately prior to such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no appointments by Parent who remain on the Company Board after such Continuing Director(s) are appointed in such time period, appointments by Parent shall designate such be referred to as "Continuing Director(s); provided further, that if no Directors" and each as a "Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this AgreementDirector."

Composition of Company Board and Board Committees. Effective Promptly upon the initial acceptance for purchase of, and payment for, a number of shares of Company Common Stock by Acquisition Sub of Company Shares pursuant to the Offer (that, together with any other shares of Company Common Stock beneficially owned by Parent and its Affiliates, represents at least such number of shares of Company Common Stock as shall satisfy the “Appointment Time,” the use of which term herein shall notMinimum Tender Condition, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a)) and from time to time at all times thereafter, Parent shall be entitled to elect or designate up to such number of directors on the Company Board equal to the product (directors, rounded up to the next whole number) obtained by multiplying , to the Company Board as will give Parent representation on the Company Board equal to at least that number of directors that equals the product of (xi) the total number of directors on the Company Board (giving effect to any increase in the number of directors appointed or elected pursuant to this Section 2.3sentence) and multiplied by (yii) a fraction, the numerator of which is percentage that the aggregate number of shares of Company Shares Common Stock beneficially owned by Parent and Acquisition Sub its Subsidiaries (giving effect to the including for purposes of this Section 2.5(a) such shares of Company Shares Common Stock as are accepted for payment and paid for pursuant to the Offer), and the denominator of which is ) bears to the total number of then shares of issued and outstanding Company Shares. Following a request by ParentCommon Stock, and the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take at the Companyshall cause Parent’s expense all action necessary to cause the individuals so designated by Parent designees to be elected or appointed to the Company Board, including (at the election of Parent) by increasing the size number of the Company Board or by directors, seeking and accepting or otherwise securing the resignations resignation of such number of then incumbent directors as is directors, amending the Company Bylaws and taking any other actions that are necessary to enable accomplish the individuals so designated by Parent to be elected or appointed to the Company Boardforegoing. From time to time after the Appointment Time, at the request of ParentAt each such time, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take all action necessary to shall also cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (iA) each committee of the Company BoardBoard and (B) if requested by Parent, (ii) each board of directors (or similar governing body) of each Subsidiary of the Company (and (iii) each committee thereof) to include persons designated by Parent representing at least the same percentage of each such committee, board or governing body as Parent’s designees represent on the Company Board. The provisions of this Section 2.5 are in addition to, and shall not limit, any rights that Parent or Acquisition Sub may have as a record holder or beneficial owner of shares of Company Common Stock as a matter of Law or otherwise with respect to the election of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with the obligations of the Company pursuant to this Section 2.3. Notwithstanding the foregoing, from the Appointment Time until the Effective Time, the Company shall use its commercially reasonable efforts to cause the Company Board to always have at least three (3) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreementotherwise.

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Sub of shares of Company Shares Common Stock pursuant to the Offer (the “Appointment "Acceptance Time,” " the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a1.04(a)) and from time to time thereafter, Parent shall be entitled to designate up from time to time such number of directors on members of the Company Board as will give Parent, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, representation equal to the product (at least that number of directors, rounded up to the next whole number) obtained by multiplying , that is the product of (xi) the total number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.3) and (y) a fraction, the numerator of which is the number of Company Shares beneficially owned by Parent and Acquisition Sub (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (ii) the percentage that (A) the number of shares of Company Shares Common Stock owned by Parent and its Subsidiaries (including shares of Company Common Stock accepted for payment pursuant to the Offer) bears to (B) the number of shares of the Company Common Stock then outstanding; provided, however, that in the event that Parent's designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least two directors who are members of the Company Board and who are not officers, stockholders or Affiliates of the Company or Parent and who will be independent for purposes of Rule 10A-3 under the Exchange Act (the "Independent Directors"); 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 Directors then remain, the other directors shall designate two Persons to fill such vacancies who are not officers, stockholders or Affiliates of the Company or Parent and who will be independent for purposes of Rule 10A-3 under the Exchange Act, and the denominator such Persons shall be deemed to be Independent Directors for purposes of which is the total number of then outstanding Company Sharesthis Agreement. Following a request by ParentSubject to applicable Law, the Company shallshall take all action requested by Parent necessary to effect any election or appointment pursuant to this Section 1.04, including (at the election of Parent) (x) subject to the Company Certificate of Incorporation and Company By-Laws, increasing the size of the Company Board, and (y) obtaining the resignation of such number of its current directors as is, in each case, necessary to enable such designees to be so elected or appointed to the Company Board in compliance with applicable Law (including, to the extent permitted by applicable Laws and prior to the certificate of incorporation of Effective Time, Rule 10A-3 under the CompanyExchange Act). From time to time after the Acceptance Time, the Company shall take at the Company’s expense all action necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) by increasing the size of directors on the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board. From time to time after the Appointment Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case Board to the fullest extent permitted by all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with Law and the obligations rules of the Company pursuant to this Section 2.3. Notwithstanding New York Stock Exchange (the foregoing"NYSE"), from the Appointment Time until the Effective Time, and the Company shall use its commercially reasonable efforts take all action requested by Parent necessary to cause the Company Board to always have at least three (3) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates effect any such election or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreementappointment.

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Merger Sub of shares of Company Shares Common Stock tendered pursuant to the Offer (the “Appointment Acceptance Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a2.4(a)) and from time to time thereafterthereafter up to the Effective Time, subject to payment for such shares of Company Common Stock and subject to Section 2.4(b), Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (xi) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.32.4(a)) and (yii) a fraction, the numerator of which is the number of shares of Company Shares beneficially owned Common Stock held by Parent and Acquisition Merger Sub (giving effect to the shares of Company Shares accepted for payment Common Stock purchased pursuant to the OfferOffer and, if the Top-Up Option is exercised, the shares of Company Common Stock purchased upon the exercise of the Top-Up Option), and the denominator of which is the total number of then outstanding shares of Company SharesCommon Stock. Following Promptly following a request by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take at the Company’s expense all action necessary to shall cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company BoardBoard (the date on which the majority of the Company’s directors are designees of Parent that have been effectively elected or appointed to the Company Board in accordance herewith, the “Board Appointment Date”). From time to time after the Appointment Acceptance Time, at the request subject to payment for such shares of ParentCompany Common Stock and subject to Section 2.4(b), the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case Board to the fullest extent permitted by all applicable Laws, including the rules of the Nasdaq. The Company shall promptly amendSolely for the purposes of this Section 2.4, or cause to be amended, its bylaws, if necessary, to comply with the obligations any and all members of the Company pursuant Board immediately prior to this Section 2.3. Notwithstanding the foregoing, from the Appointment Time until the Effective Time, the Company shall use its commercially reasonable efforts to cause such appointments by Parent who remain on the Company Board to always have at least three (3) directors who are directors on the date hereof, who are not employed after such appointment by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled referred to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement.“Continuing

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Sub of Company Shares pursuant to the Offer (the “Appointment Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a)) and from time to time thereafter, Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.3) and (y) a fraction, the numerator of which is the number of Company Shares beneficially owned by Parent and Acquisition Sub (giving effect to the Company Shares accepted for payment pursuant to the Offer), and the denominator of which is the total number of then outstanding Company Shares. Following a request by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation and bylaws of the Company, take at the Company’s expense all action necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board. From time to time after the Appointment Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation and bylaws of the Company, take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with the obligations of the Company pursuant to this Section 2.3. Notwithstanding the foregoing, from the Appointment Time until the Effective Time, the Company shall use its commercially reasonable efforts to cause the Company Board to always have at least three two (32) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE Nasdaq (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three two (32) for any reason whatsoever, the remaining Continuing Director(s) Director shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are Director is appointed in such time period, Parent shall designate such Continuing Director(s)Director; provided further, that if no Continuing Director then remains, the other directors shall designate three two (32) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement. The Company has received irrevocable commitments from a majority of the members of the Company Board to resign at the Appointment Time.

Composition of Company Board and Board Committees. Effective Promptly upon the initial acceptance for payment of, and payment for, a number of Shares by Acquisition Merger Sub of Company Shares pursuant to the Offer (that represents at least such number of outstanding Shares as shall satisfy the “Appointment Time,” the use of which term herein shall notMinimum Condition, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a)) and from time to time at all times thereafter, Parent shall be entitled to elect or designate up to such number of directors on the Company Board equal to the product (directors, rounded up to the next whole number) obtained by multiplying , to the Company Board as will give Parent representation on the Company Board equal to that number of directors that equals the product of (xi) the total number of directors on the Company Board (giving effect to any increase in the number of directors appointed or elected pursuant to this Section 2.3sentence) and multiplied by (yii) a fraction, the numerator of which is percentage that the aggregate number of Company Shares beneficially owned by Parent and Acquisition Merger Sub (giving effect to the Company including, for purposes of this Section 1.3(a), such Shares as are accepted for payment and paid for pursuant to the Offer), and the denominator of which is ) bears to the total number of then outstanding Company Shares. Following , and promptly following a request therefor by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take at the Companyshall cause Parent’s expense all action necessary to cause the individuals so designated by Parent designees to be elected or appointed to the Company Board, including (at the election of Parent) by increasing the size number of directors, seeking and accepting the resignation of incumbent directors and taking any other actions that are necessary to accomplish the foregoing. At each such time, the Company shall also cause each committee of the Company Board or by seeking and accepting or otherwise securing (other than the resignations of such number of then incumbent directors as is necessary Independent Director Committee) to enable the individuals so include persons designated by Parent to be elected representing at least the same percentage of each such committee, board or appointed to governing body as Parent’s designees represent on the Company Board. From time to time after the Appointment TimeBoard (rounding up where appropriate), at the request of Parent, the Company shall, in each case to the extent permitted by applicable Laws Law and the certificate rules of incorporation NASDAQ. The Company’s obligations under this Section 1.3 shall be subject to applicable Law, including Section 14(f) of the CompanyExchange Act and Rule 14f-1 promulgated thereunder. The provisions of this Section 1.3 are in addition to, take all action necessary and shall not limit, any rights that Parent or Merger Sub may have as a record holder or beneficial owner of Shares as a matter of Law or otherwise with respect to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board election of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with the obligations of the Company pursuant to this Section 2.3. Notwithstanding the foregoing, from the Appointment Time until the Effective Time, the Company shall use its commercially reasonable efforts to cause the Company Board to always have at least three (3) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreementotherwise.

Composition of Company Board and Board Committees. Effective upon Upon the initial acceptance for payment purchase by Acquisition Sub Purchaser of Company Shares pursuant to the Offer (the “Appointment Acceptance Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a)”) and from time to time thereafter, Parent Purchaser shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) 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 any increase in the number of directors elected or appointed pursuant to this Section 2.31.05(a)) and (y) a fraction, multiplied by the numerator of which is percentage that the aggregate number of Company Shares beneficially owned by Parent and Acquisition Sub (giving effect Purchaser or any affiliate of Purchaser following such purchase bears to the Company Shares accepted for payment pursuant to the Offer), and the denominator of which is the total number of Shares then outstanding Company Shares. Following a request by Parentoutstanding, and the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take at the Company’s expense all action necessary shall promptly thereafter use its best efforts to cause the individuals so designated by Parent Purchaser’s designees to be elected or appointed to as directors of the Company BoardCompany, including (at the election of Parent) by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors directors, or both as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Boardnecessary. From time to time after the Appointment Acceptance Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, shall take all action necessary to cause the individuals so designated by Parent Purchaser to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) of each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case Board to the fullest extent permitted by all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with Law and the obligations rules of the Company pursuant to this Section 2.3NASDAQ. Notwithstanding the foregoing, from following the Appointment Time until purchase by Purchaser of Shares pursuant to the Offer and before the Effective Time, in the Company shall use its commercially reasonable efforts event that Purchaser’s designees are elected or appointed to cause the Company Board pursuant to always this Section 1.05(a), the Company Board shall have at least three (3) such number of directors as may be required by the rules of NASDAQ or the federal securities Laws who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are considered independent directors for purposes within the meaning of the continued listing requirements of the NYSE such rules and Laws (the “Continuing Independent Directors”); provided that, in such event, if the number of Continuing Independent Directors shall be reduced below three (3) the number of directors as may be required by such rules and regulations for any reason whatsoeverwhatsoever (including, with respect to the rules of NASDAQ, such rules governing the requirements for the continued listing of the Shares) the remaining Continuing Independent Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries persons to fill such vacancies and such Person(s) designees shall be deemed to be a Continuing Director(s) Independent Directors for purposes of this Agreement; provided furtherAgreement or, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing other Independent Director then remains, the other directors shall designate three (3) Persons such number of directors as may be required by the rules of NASDAQ and the federal securities laws, to fill such vacancies who shall not be Affiliatesemployees, consultantsdirectors, representatives stockholders or employees other affiliates of Parent or any of its Subsidiaries to fill such vacancies Purchaser, and such Persons designees shall be deemed to be Continuing Independent Directors for purposes of this Agreement.

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Sub Purchaser of Company Shares tendered pursuant to the Offer (the “Appointment Acceptance Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a1.4(a)) and from time to time thereafterthereafter up to the Effective Time, subject to payment for such Shares, Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (xi) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.31.4(a)) and (yii) a fraction, the numerator of which is the number of Company Shares then beneficially owned by Parent and Acquisition Sub each of the other Bayer Entities (after giving effect to the Company Shares accepted for payment purchased pursuant to the OfferOffer and, if the Top-Up Option is exercised, the Shares purchased upon the exercise of the Top-Up Option), and the denominator of which is the total number of then outstanding Shares, and Parent shall be entitled to have such designees be elected or appointed to such classes of the Company SharesBoard so as to be as evenly distributed as possible among the three classes of directors on the Company Board. Following Promptly following a request by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take at the Company’s expense all action necessary to Company Board shall cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) by filling vacancies, by increasing the size of the Company Board or (and amending the Company Bylaws in order to promptly effect such increase), and by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company BoardBoard (the date on which the majority of the Company’s directors are designees of Parent that have been effectively elected or appointed to the Company Board in accordance herewith, the “Board Appointment Date”). From time to time after the Appointment Acceptance Time, at the subject to Section 1.4(c), following a request of by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriateup) as is on of the Company Board on (i) members of each committee of the Company Board, (ii) each board of Board as the percentage that such designated directors of each Subsidiary represent of the Company and (iii) each committee of each such board of directors of each Subsidiary of the CompanyBoard, in each case to the fullest extent permitted by all applicable Laws, including the rules of the Nasdaq. The Company shall promptly amendSolely for the purposes of this Section 1.4, or cause to be amended, its bylaws, if necessary, to comply with the obligations any and all members of the Company pursuant Board immediately prior to this Section 2.3. Notwithstanding such initial designations by Parent who remain on the foregoing, from Company Board after the Appointment Time until election or appointment of such directors designated by Parent shall be referred to as “Continuing Directors.” Prior to the Effective Time, the Company Board shall use its commercially reasonable efforts to cause the Company Board to always have at least three (3) Continuing Directors, each of whom shall be an “independent director” within the meaning of Listing Rule 5605(a)(2) of the Nasdaq Listing Rules and eligible to serve on the Company’s audit committee under the Exchange Act and Nasdaq rules and, at least one of whom shall be an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and the instructions thereto. If the number of directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be is reduced below three (3) for any reason whatsoeverprior to the Effective Time, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) an individual meeting the foregoing criteria and who shall is not be an Affiliate a current or former officer, director, employee or consultant of Parent or any of its Subsidiaries (a “Parent Insider”) to fill each such vacancies vacancy and such Person(s) who shall be deemed to be a Continuing Director(s) Director for all purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no the Company shall cause such designee to be appointed to the Company Board. If, notwithstanding compliance with the foregoing provisions, the number of Continuing Director(s) are appointed in such time periodDirectors is reduced to zero (0), Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors on the Company Board shall designate and appoint to the Company Board three (3) Persons directors who shall meet the foregoing criteria and who are not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons Insiders who shall be deemed to be Continuing Directors for all purposes of this Agreement. From and after the Acceptance Time and for so long as any individual who is a member of the Company Board or an officer of the Company prior to the Acceptance Time, remains a member of the Company Board or an officer of the Company, respectively, following the Acceptance Time, Parent shall ensure that each such director and officer of the Company who is not then covered by the Company’s directors’ and officers’ liability insurance policies is covered by, and a beneficiary of, Parent’s directors’ and officers’ liability insurance policies (or equivalent insurance policies).

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Merger Sub of shares of Company Shares Common Stock pursuant to the Offer (the “Appointment Acceptance Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a2.4(a)) and from time to time thereafter, subject to Parent depositing the payment for such shares with the depositary agent for the Offer and subject to Section 2.4(b), Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.32.4) and (y) a fraction, the numerator of which is the number of shares of Company Shares beneficially owned Common Stock held by Parent and Acquisition Merger Sub (giving effect to the shares of Company Shares accepted for payment Common Stock purchased pursuant to the OfferOffer and, if the Top-Up Option is exercised, the shares of Company Common Stock purchased upon the exercise of the Top-Up Option), and the denominator of which is the total number of then outstanding shares of Company SharesCommon Stock. Following Promptly following a request by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take at the Company’s expense all action necessary to shall cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company BoardBoard (the date on which the majority of the Company’s directors are designees of Parent that have been effectively elected or appointed to the Company Board in accordance herewith, the “Board Appointment Date”). From time to time after the Appointment Acceptance Time, at subject to Parent depositing the request of Parentpayment for such shares with the depositary agent for the Offer and subject to Section 2.4(b), the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case Board to the fullest extent permitted by all applicable Laws, including the rules of the NYSE. The Company shall promptly amendSolely for the purposes of this Section 2.4, or cause to be amended, its bylaws, if necessary, to comply with the obligations any and all members of the Company pursuant Board immediately prior to this Section 2.3. Notwithstanding the foregoing, from the Appointment Time until the Effective Time, the Company shall use its commercially reasonable efforts to cause such appointments by Parent who remain on the Company Board after such appointments by Parent shall be referred to always have at least three (3) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the as “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement.

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Sub of Company Shares pursuant to the Offer (the “Appointment Acceptance Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a)) and from time to time thereafterthereafter (as long as Parent and its Affiliates beneficially own a majority of the outstanding Company Shares), Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.3) and (y) a fraction, the numerator of which is the number of Company Shares beneficially owned by Parent and Acquisition Sub (giving effect to the Company Shares accepted for payment pursuant to the Offer), and the denominator of which is the total number of then outstanding Company Shares. Following a request by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation and bylaws of the Company, take at the Company’s expense all action necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board. From time to time after the Appointment TimeAcceptance Time (as long as Parent and its Affiliates beneficially own a majority of the outstanding Company Shares), at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation and bylaws of the Company, take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors (or equivalent governance body) of each Subsidiary of the Company and (iii) each committee of each such board of directors (or equivalent governance body) of each Subsidiary of the Company, in each case to the fullest extent permitted by all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with the obligations of the Company pursuant to this Section 2.3. Notwithstanding the foregoing, from the Appointment Acceptance Time until the Effective Time, the Company shall use its commercially reasonable best efforts to cause the Company Board to always have at least three two (32) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE Nasdaq (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three two (32) for any reason whatsoever, the remaining Continuing Director(s) Director shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are Director is appointed in such time period, Parent shall designate such Continuing Director(s)Director; provided further, that if no Continuing Director then remains, the other directors shall designate three two (32) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement.

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Sub of Company Shares pursuant to the Offer (the “Appointment Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a)) and from time to time thereafter, Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.3) and (y) a fraction, the numerator of which is the number of Company Shares beneficially owned by Parent and Acquisition Sub (giving effect to the Company Shares accepted for payment pursuant to the Offer), and the denominator of which is the total number of then outstanding Company Shares. Following a request by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take at the Company’s expense all action necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election direction of Parent) by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board. From time to time after the Appointment Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, necessary to comply with the obligations of the Company pursuant to this Section 2.3. Notwithstanding the foregoing, from the Appointment Time until the Effective Time, the Company shall use its commercially reasonable efforts to cause the Company Board to always have include at least three (3) such number of directors who are directors on the date hereof, who are not employed by the Company and Company, who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of in order to satisfy the continued listing requirements of the NYSE Nasdaq (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) those necessary to satisfy the continued listing requirements of Nasdaq, for any reason whatsoever, the remaining Continuing Director(s) Director shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are Director is appointed in such time period, Parent shall designate such Continuing Director(s)Director; provided further, that if no Continuing Director then remains, the other directors shall designate three two (32) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement.

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Sub of Company Shares pursuant to the Offer (the “Appointment Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a)) Acceptance Time and from time to time thereafterthereafter (as long as Brookfield Capital Partners Ltd. and its controlled Affiliates, including Parent and its Affiliates beneficially own at least eighty percent (80%) of all of the then-outstanding Company Shares plus all Underlying Common Shares (if any)), Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.3) and (y) a fraction, the numerator of which is the number of Company Shares beneficially owned by Brookfield Capital Partners Ltd. and its controlled Affiliates, including Parent and Acquisition Sub Sub, including the Underlying Common Shares (if any) (giving effect to the Company Shares accepted for payment pursuant to the Offer), and the denominator of which is the total number of then outstanding Company SharesShares plus all Underlying Common Shares (if any). Following a request by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation and bylaws of the Company, take at the Company’s expense all action necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, subject to compliance with applicable Law and NYSE rules regarding qualification, the Company’s director qualifications and completion by such individuals of a D&O questionnaire, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board. From time to time after the Appointment TimeAcceptance Time (as long as Brookfield Capital Partners Ltd. and its controlled Affiliates, including Parent and its Affiliates beneficially own at least eighty percent (80%) of all of the then-outstanding Company Shares plus all Underlying Common Shares (if any)), at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation and bylaws of the Company, take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up down where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors (or equivalent governance body) of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with the obligations of the Company pursuant to this Section 2.3. Notwithstanding the foregoing, from the Appointment Time until the Effective Time, the Company shall use its commercially reasonable efforts to cause the Company Board to always have at least three (3) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement.and

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Sub of Company Shares pursuant to the Offer (the “Appointment Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a)) Closing and from time to time thereafter, Parent shall be entitled to designate up to such the number of directors on the Company Board equal to the product (directors, rounded up to the next whole number) obtained by multiplying , on the Company Board that equals the product of (xi) the total number of directors on the Company Board (giving effect to the election of any increase in the number of additional directors pursuant to this Section 2.32.5) and (yii) a fraction, the numerator of which is percentage that the number of shares of Company Shares Common Stock beneficially owned by Parent and and/or Acquisition Sub (giving effect including shares accepted for payment) immediately following the Offer Closing bears to the total number of shares of Company Shares accepted for payment pursuant to the OfferCommon Stock outstanding (determined on a fully-diluted basis), and the denominator of which is the total number of then outstanding Company Shares. Following a request by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take at the Company’s expense all action necessary shall use reasonable best efforts to cause the individuals so designated by Parent Parent’s designees to be elected or appointed to the Company Board, including by promptly increasing the number of directors (at included by amending the election of Parent) by increasing by-laws if necessary to increase the size of the Company Board Board) or by seeking and accepting or otherwise securing the resignations of incumbent directors; provided, however, that prior to the Effective Time, the Company Board shall always have at least two Continuing Directors. For purposes of this Agreement, any and all members of the Company Board immediately prior to the Offer Closing who remain on the Company Board after such designation by Parent pursuant to this Section 2.5(a) shall be referred to as “Continuing Directors”. If the number of then incumbent directors as who are Continuing Directors is necessary reduced below two (2) prior to enable the individuals so designated by Effective Time, the remaining Continuing Director shall be entitled to designate an individual to fill such vacancy who is not a current or former officer, director, employee or consultant of Parent or any of its Subsidiaries (a “Parent Insider”) and who shall be deemed a Continuing Director for all purposes of this Agreement, and the Company shall cause such designee to be elected or appointed to the Company Board. From time If, notwithstanding compliance with the foregoing provisions, the number of Continuing Directors is reduced to time after zero (0), then the Appointment Time, at other directors on the request Company Board shall designate and appoint to the Company Board two (2) directors who are not Parent Insiders who shall be deemed Continuing Directors for all purposes of Parentthis Agreement. At such time, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take all action necessary to shall also cause the individuals so designated by Parent to constitute substantially the number of members (rounded up to the next whole number) that in each case represents the same percentage (rounding up where appropriate) as is such individuals represent on the Company Board on (iA) each committee of the Company BoardBoard to the fullest extent permitted by all applicable Laws, including the rules of Nasdaq, and (iiB) as requested by Parent, on each board of directors of each Subsidiary of the Company (and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with the obligations of the Company pursuant to this Section 2.3. Notwithstanding the foregoing, from the Appointment Time until the Effective Time, the Company shall use its commercially reasonable efforts to cause the Company Board to always have at least three (3) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”thereof); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided further, that the remaining Continuing Director shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director(s) are appointed in such time period, Parent shall designate such Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement.

Composition of Company Board and Board Committees. Effective upon the initial acceptance for payment by Acquisition Merger Sub of shares of Company Shares Common Stock pursuant to the Offer (the “Appointment Acceptance Time,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a2.4(a)) and from time to time thereafter, Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (xi) the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 2.32.4) and (yii) a fraction, the numerator of which is the number of shares of Company Shares beneficially owned Common Stock held by Parent and Acquisition Merger Sub (giving effect to the shares of Company Shares accepted for payment Common Stock purchased pursuant to the OfferOffer and, if the Top-Up Option is exercised, the shares of Company Common Stock purchased upon the exercise of the Top-Up Option), and the denominator of which is the total number of then outstanding shares of Company SharesCommon Stock. Following Promptly following a request by Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, take at the Company’s expense all action necessary to shall cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company BoardBoard (the date on which the majority of the Company’s directors are designees of Parent that have been effectively elected or appointed to the Company Board in accordance herewith, the “Board Appointment Date”). From time to time after the Appointment Acceptance Time, at the request of Parent, the Company shall, to the extent permitted by applicable Laws and the certificate of incorporation of the Company, shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to Board the fullest extent permitted by all applicable Laws. The Company shall promptly amend, or cause to be amended, its bylaws, if necessary, to comply with including the obligations rules of the Company pursuant to this Section 2.3Nasdaq. Notwithstanding the foregoing, from the Appointment Time until the Effective Time, the Company shall use its commercially reasonable efforts to cause the Company Board to always have at least three (3) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below three (3) for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) Solely for purposes of this Agreement; provided furtherSection 2.4, that any and all members of the remaining Continuing Director shall fill Company Board immediately prior to such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no appointments by Parent who remain on the Company Board after such Continuing Director(s) are appointed in such time period, appointments by Parent shall designate such be referred to as “Continuing Director(s); provided further, that if no Continuing Director then remains, the other directors shall designate three (3) Persons who shall not be Affiliates, consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this AgreementDirectors.”