Common use of COMPOSITION OF THE COMPANY BOARD Clause in Contracts

COMPOSITION OF THE COMPANY BOARD. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, not less than that number of Shares equal to the Minimum Condition, Merger Sub shall be entitled to designate such number of members of the Company Board, rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that such number of Shares owned in the aggregate by Merger Sub or Parent, upon such acceptance for payment, bears to the number of Shares outstanding. Upon the written request of Merger Sub, the Company shall, on the date of such request, (i) either increase the size of the Company Board or use its reasonable efforts to secure the resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be so elected to the Company Board and (ii) cause Parent's designees to be so elected, in each case as may be necessary to comply with the foregoing provisions of this Section 1.4(a).

COMPOSITION OF THE COMPANY BOARD. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer and the Company Option for, not less than that number of Shares equal to the Minimum ConditionShares, Merger Sub shall be entitled to designate such number of members of the Company Board, rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that such number of Shares shares of Company Common Stock owned in the aggregate by Parent or Merger Sub or ParentSub, upon such acceptance for payment, bears to the number of Shares shares of Company Common Stock outstanding; provided, however, that until the Effective Time there shall be at least one Continuing Director. Upon To effect the written request of Merger Subforegoing, the Company shall, on the expiration date of such requestthe Offer, (i) either increase the size of the Company Board or use its reasonable efforts to secure the resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be so elected to the Company Board Board, and (ii) cause Parent's designees to be so elected, in each case as may be necessary to comply with the foregoing provisions of this Section 1.4(a).

COMPOSITION OF THE COMPANY BOARD. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer and the Company Option for, not less than that number of Shares equal to the Minimum ConditionShares, Merger Sub shall be entitled to designate such number of members of the Company Board, rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that such number of Shares shares of Company Common Stock owned in the aggregate by Parent or Merger Sub or ParentSub, upon such acceptance for payment, bears to the number of Shares shares of Company Common Stock outstanding; provided, however, that until the Effective Time there shall be at least one Continuing Director. Upon To effect the written request of Merger Subforegoing, the Company shall, on the expiration date of such requestthe Offer, (i) either increase the size of the Company Board or use its reasonable efforts to secure the resignations of such number of its incumbent directors as is necessary to enable Parent's ’s designees to be so elected to the Company Board Board, and (ii) cause Parent's ’s designees to be so elected, in each case as may be necessary to comply with the foregoing provisions of this Section 1.4(a).