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

Composition of Company Board and Board Committees. Promptly upon the purchase of, and payment for, a number of Shares by Merger Sub pursuant to the Offer that represents at least such number of Shares as shall satisfy the Minimum Condition, and at all times thereafter, Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number (subject to a maximum of eight such designees in the event that the maximum size of the Company Board pursuant to the Company Bylaws is eleven), to the Company Board as will give Parent representation on the Company Board equal to that number of directors that equals the product of (i) the total number of directors on the Company Board (giving effect to the directors appointed or elected pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Parent and its Affiliates (including for purposes of this Section 1.03(a) such Shares as are accepted for payment and paid for pursuant to the Offer) bears to the total number of Shares, and the Company shall cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the 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 (A) each committee of the Company Board (other than the Independent Director Committee (as defined in Section 1.03(b))) and (B) if requested by Parent, each board of directors (or similar governing body) of each Subsidiary of the Company (and 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, in each case to the extent permitted by applicable Law and the rules of the NYSE. The Company’s obligations under this Section 1.03 shall be subject to applicable Law, including Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The provisions of this Section 1.03 are in addition to, 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 the election of directors or otherwise.

Composition of Company Board and Board Committees. Promptly Effective upon the purchase of, and initial acceptance for payment for, a number of Shares by Merger Sub of shares of Company Common Stock pursuant to the Offer that represents at least such number (the “Acceptance Time,” the use of Shares as which term herein shall satisfy not, unless the Minimum Conditioncontext otherwise requires, depending upon whether Parent shall exercise its rights under this Section 2.3(a)) and at all times thereafter, Parent shall be entitled to elect or designate such the number of directors, rounded up to the next whole number (subject to a maximum of eight such designees in the event that the maximum size of the Company Board pursuant to the Company Bylaws is eleven)number, to the Company Board as will give Parent representation on the Company Board equal to that number of directors that equals the product of (i) the total number of authorized directors on the Company Board (giving effect to the election of any additional directors appointed or elected pursuant to this sentenceSection 2.3) multiplied by and (ii) the percentage that the aggregate number of Shares shares of Company Common Stock beneficially owned by Parent and its Affiliates and/or Merger Sub (including for purposes of this Section 1.03(a) such Shares as are shares accepted for payment at the Acceptance Time and paid for pursuant to the Offershares acquired in connection with the Stock Purchase Agreement Transactions) bears to the total number of Sharesshares of Company Common Stock outstanding, and the Company shall take all actions as are necessary to cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors, seeking authorized directors and accepting the resignation obtaining resignations of incumbent directors and taking any other actions directors; provided that are necessary to accomplish until the foregoingEffective Time, at least three Independent Directors shall remain on the Company Board. At each such time, the Company shall shall, subject to compliance with Applicable Law, also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Company Board (other than the Independent Director Special Committee (as defined in Section 1.03(b))or any committee of independent directors formed for purposes of this Agreement) and (B) if as requested by Parent, each board of directors (or similar governing body) of each Subsidiary of the Company (and each committee thereof) to include persons designated by Parent representing at least that represents the same percentage of each as such committee, board or governing body as Parent’s designees individuals represent on the Company Board, in each case to the extent permitted by applicable Law and the rules of the NYSE. The Company’s obligations under this Section 1.03 shall be subject to applicable Law, including Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The provisions of this Section 1.03 are in addition to, 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 the election of directors or otherwise.

Composition of Company Board and Board Committees. Promptly upon the purchase of, and payment for, a number of any Shares by Merger Sub Parent pursuant to the Offer that represents which represent at least such number of Shares as shall satisfy the Minimum Condition, and at all times thereafter, Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number (subject number, to a maximum the Board of eight such designees in the event that the maximum size Directors of the Company Board pursuant to the Company Bylaws is eleven), to the Company Board as will give Parent Parent, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, representation on the Board of Directors of the Company Board equal to at least that number of directors that which equals the product of (i) the total number of directors on the Board of Directors of the Company Board (giving effect to the directors appointed or elected pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Parent, any Subsidiary of Parent and its Affiliates the Support Parties (including for purposes of this Section 1.03(a1.3(a) such Shares as are accepted for payment and paid for pursuant to the OfferOffer and Shares that are subject to options to purchase Shares to the extent such options have been irrevocably exercised and paid for by Parent, any Subsidiary of Parent or any Support Party) bears to the total number of SharesShares outstanding on a fully diluted basis (assuming the issuance of all shares of Common Stock that may be issued upon the vesting of outstanding shares of Company Restricted Stock (as defined in Section 6.1(b)), plus shares of Common Stock issuable upon the exercise of all outstanding Company Stock Options, warrants and other rights to purchase shares of Common Stock with an exercise price per share less than the Company shall cause Offer Price; provided, however, that, in the event that Parent’s designees are appointed or elected to the Board of Directors of the Company, then until the Effective Time, the Company and Parent shall use reasonable best efforts to (a) cause at least three members of the Board of Directors of the Company on the date of this Agreement (the “Existing Directors”), who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the Securities Laws) of Parent and who will be independent for purposes of Rule 10A-3 under the Exchange Act (one or more of such directors, the “Independent Directors”) to remain as directors, with the three Independent Directors to be elected selected by a majority vote of the Existing Directors and (b) to designate a committee of the Board of Directors of the Company (the “Independent Director Committee”) and to continue the existence of such Independent Director Committee until the Effective Time, which shall be comprised solely of such Independent Directors and which shall, subject to applicable Law, be delegated all power, right and authority of the Board of Directors of the Company with respect to the Independent Director Committee Actions; provided further, that if at any time there are in office fewer than three (3) Independent Directors, the Board of Directors of the Company will take all action necessary to cause a person or, if there are two (2) vacancies, two (2) persons designated by the remaining Independent Director(s) to fill such vacancy(ies) who shall be neither an officer of the Company nor a designee, stockholder, affiliate or associate of Parent and who will be independent for purposes of Rule 10A-3 under the Exchange Act, and each such person shall be appointed to the Independent Director Committee and deemed to be an Independent Director for purposes of this Agreement, or, if no Independent Directors remain, the other directors shall designate three (3) persons to fill the vacancies who shall be neither an officer of the Company Boardnor a designee, including by increasing stockholder, affiliate or associate of Parent and who will be independent for purposes of Rule 10A-3 under the number Exchange Act, and each such person shall be appointed to the Independent Director Committee and deemed to be an Independent Director for purposes of directors, seeking and accepting the resignation of incumbent directors and taking any other actions that are necessary to accomplish the foregoingthis Agreement. At each such time, the Company shall will, subject to any limitations imposed by applicable Laws (including, without limitation, the NYSE rules and regulations), also cause (A) each committee of the Board of Directors of the Company Board (other than the Independent Director Committee (as defined in Section 1.03(b))) and (B) if requested by Parent, each board of directors (or similar governing body) of each Subsidiary of the Company (and each committee thereofCommittee) to include persons designated by Parent representing constituting at least the same percentage of each such committee, board or governing body committee as Parent’s designees represent constitute on the Board of Directors of the Company. The Company Boardshall, in each case upon request by Parent, subject to the extent permitted by applicable Law Company’s certificate of incorporation and bylaws, promptly increase the rules size of the NYSE. The CompanyBoard of Directors of the Company or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable Parent’s obligations under designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.03 1.3(a) and shall cause Parent’s designees to be subject so elected. Subject to applicable LawLaws, including the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The provisions of thereunder in order to fulfill its obligations under this Section 1.03 are in addition to, and shall not limit, 1.3(a). Parent will supply the Company 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 information with respect to the election of itself and its nominees, officers, directors or otherwiseand affiliates required by Section 14(f) and Rule 14f-1.

Composition of Company Board and Board Committees. Promptly Effective upon the purchase of, and initial acceptance for payment for, a number of Shares by Merger Sub of Shares pursuant to the Offer that represents at least such number (the “Acceptance Time,” the use of Shares as which term herein shall satisfy not, unless the Minimum Conditioncontext otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.1(g)) and at all times thereafter, Parent shall be entitled to elect or designate such the number of directors, rounded up to the next whole number (subject to a maximum of eight such designees in the event that the maximum size of the Company Board pursuant to the Company Bylaws is eleven)number, to the Company Board as will give Parent representation on the Company Board equal to that number of directors that equals the product of (i) the total number of authorized directors on the Company Board (giving effect to the election of any additional directors appointed or elected pursuant to this sentenceSection 2.1(g)) multiplied by and (ii) the percentage that the aggregate number of Shares beneficially owned by Parent and its Affiliates and/or Merger Sub (including for purposes of this Section 1.03(a) such Shares as are accepted for payment and paid for pursuant to at the OfferAcceptance Time) bears to the total number of SharesShares then outstanding, and the Company shall take all actions as are necessary to cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors, seeking authorized directors and accepting the resignation obtaining resignations of incumbent directors and taking any other actions directors; provided that are necessary to accomplish until the foregoingEffective Time, at least three Independent Directors shall remain on the Company Board. At each such time, the Company shall shall, subject to compliance with applicable Law, also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Company Board (other than any committee of independent directors formed for purposes of this Agreement or in connection with the Independent Director Committee (as defined in Section 1.03(b))Transactions) and (B) if as requested by Parent, each board of directors (or similar governing body) of each Subsidiary of the Company (and each committee thereof) to include persons designated by Parent representing at least that represents the same percentage of each as such committee, board or governing body as Parent’s designees individuals represent on the Company Board, in each case to the extent permitted by applicable Law and the rules of the NYSE. The Company’s obligations under this Section 1.03 shall be subject to applicable Law, including Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The provisions of this Section 1.03 are in addition to, 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 the election of directors or otherwise.