Common use of Composition of the Board, Committees and Management Clause in Contracts

Composition of the Board, Committees and Management. (a) From and after the Closing, the number of directors comprising the Board shall be seven (7), or such number of directors as may be determined by the Board in accordance with the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, effective as of the Closing. At all times, a majority of the directors on the Board shall be independent directors and the independent directors (including those designated by any Stockholder) shall meet all requirements regarding the independence of directors as may be applicable to the Company pursuant to applicable Law or the rules of the stock exchange on which the shares of Common Stock are listed. As of the Closing, HSW, XXX XXXX and the Company, through the Board, shall take all such action as may be necessary (i) to cause the persons designated by each Stockholder as set forth in Exhibit 3.01(a) to be duly appointed to the Board, each to serve until the next annual election of directors of the Company (unless any such person originally designated by a Stockholder is unable to serve in such capacity, in which event such Stockholder shall designate a substitute individual), and (ii) to cause the Special Committee, the Compensation Committee and the Audit Committee of the Board to be duly established, each composed of the persons set forth in Exhibit 3.01(a) and to serve for such term during which such person remains a director of the Company. HSW shall have the right to designate five (5) directors (three (3) of whom shall be independent directors) and such directors designated by HSW shall be referred to herein as the “HSW Designees”. XXX XXXX shall have the right to designate two (2) directors (one (1) of whom shall be an independent director) and such directors designated by XXX XXXX shall be referred to herein as the “XXX XXXX Designees”. Each Stockholder shall have the right to request the removal, with or without cause, of any directors designated by such Stockholder, and HSW, XXX XXXX and the Company, through the Board, shall cause any such person to be removed from the Board. If any director shall be unable or unwilling to serve as a director (including as a member of any committee), the Stockholder which designated such individual as set forth in Exhibit 3.01(a) shall designate another individual and each of HSW, XXX XXXX and the Company, through the Board, shall cause such person to be nominated for such position. If it is determined that any incumbent director designated by a Stockholder shall not stand for re-election at any annual meeting of the Company’s stockholders, such Stockholder shall designate the person who shall be nominated for election as a director in lieu of such incumbent director.

Composition of the Board, Committees and Management. (a) From and after the Closing, the number of directors comprising the Board shall be seven (7), or such number of directors as may be determined by the Board in accordance with the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, effective as of the Closing. At all times, a majority of the directors on the Board shall be independent directors and the independent directors (including those designated by any Stockholder) shall meet all requirements regarding the independence of directors as may be applicable to the Company pursuant to applicable Law or the rules of the stock exchange on which the shares of Common Stock are listed. As of the Closing, HSW, XXX XXXX and the Company, through the Board, shall take all such action as may be necessary (i) to cause the persons designated by each Stockholder as set forth in Exhibit 3.01(a) to be duly appointed to the Board, each to serve until the next annual election of directors of the Company (unless any such person originally designated by a Stockholder is unable to serve in such capacity, in which event such Stockholder shall designate a substitute individual), and (ii) to cause the Special Committee, the Compensation Committee and the Audit Committee of the Board to be duly established, each composed of the persons set forth in Exhibit 3.01(a) and to serve for such term during which such person remains a director of the Company. HSW shall have the right to designate five three (53) directors (three one (31) of whom shall be an independent directorsdirector) and such directors designated by HSW shall be referred to herein as the “"HSW Designees”". XXX XXXX shall have the right to designate two (2) directors (one (1) of whom shall be an independent director) and such directors designated by XXX XXXX shall be referred to herein as the “"XXX XXXX Designees”". Each Stockholder shall have the right to request the removal, with or without cause, of any directors designated by such Stockholder, and HSW, XXX XXXX and the Company, through the Board, shall cause any such person to be removed from the Board. If any director shall be unable or unwilling to serve as a director (including as a member of any committee), the Stockholder which designated such individual as set forth in Exhibit 3.01(a) shall designate another individual and each of HSW, XXX XXXX and the Company, through the Board, shall cause such person to be nominated for such position. If it is determined that any incumbent director designated by a Stockholder shall not stand for re-election at any annual meeting of the Company’s 's stockholders, such Stockholder shall designate the person who shall be nominated for election as a director in lieu of such incumbent director.

Composition of the Board, Committees and Management. (a) From and after the Closing, the number of directors comprising the Board shall be seven (7), or such number of directors as may be determined by the Board in accordance with the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, effective as of the Closing. At all times, a majority of the directors on the Board shall be independent directors and the independent directors (including those designated by any Stockholder) shall meet all requirements regarding the independence of directors as may be applicable to the Company pursuant to applicable Law or the rules of the stock exchange on which the shares of Common Stock are listed. As of the Closing, HSW, XXX XXXX and the Company, through the Board, shall take all such action as may be necessary (i) to cause the persons designated by each Stockholder as set forth in Exhibit 3.01(a) to be duly appointed to the Board, each to serve until the next annual election of directors of the Company (unless any such person originally designated by a Stockholder is unable to serve in such capacity, in which event such Stockholder shall designate a substitute individual), and (ii) to cause the Special Committee, the Compensation Committee and the Audit Committee of the Board to be duly established, each composed of the persons set forth in Exhibit 3.01(a) and to serve for such term during which such person remains a director of the Company. HSW shall have the right to designate five three (53) directors (three one (31) of whom shall be an independent directorsdirector) and such directors designated by HSW shall be referred to herein as the “HSW Designees”. XXX WXX XXXX shall have the right to designate two (2) directors (one (1) of whom shall be an independent director) and such directors designated by XXX WXX XXXX shall be referred to herein as the “XXX WXX XXXX Designees”. Each Stockholder shall have the right to request the removal, with or without cause, of any directors designated by such Stockholder, and HSW, XXX WXX XXXX and the Company, through the Board, shall cause any such person to be removed from the Board. If any director shall be unable or unwilling to serve as a director (including as a member of any committee), the Stockholder which designated such individual as set forth in Exhibit 3.01(a) shall designate another individual and each of HSW, XXX WXX XXXX and the Company, through the Board, shall cause such person to be nominated for such position. If it is determined that any incumbent director designated by a Stockholder shall not stand for re-election at any annual meeting of the Company’s stockholders, such Stockholder shall designate the person who shall be nominated for election as a director in lieu of such incumbent director.