Common use of Continued Listing Clause in Contracts

Continued Listing. Until the Effective Time, the Company Board shall have at least such number of directors as may be required by the rules of the NYSE (after giving effect to the “controlled company” exemption) or the federal securities laws who are considered independent directors within the meaning of such rules and laws (“Independent Directors”); provided, however, that if the number of Independent Directors shall be reduced below the number of directors as may be required by such rules or securities laws for any reason whatsoever, the remaining Independent Director(s) 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 other Independent Director then remains, the other directors shall designate such number of directors as may be required by the rules of the NYSE and the federal securities laws, to fill such vacancies who shall not be stockholders or Affiliates of the Company, Parent or Merger Sub, and such Persons shall be deemed to be Independent Directors for purposes of this Agreement.

Continued Listing. Until the Effective Time, the Company Board shall have at least such number of directors as may be required by the rules of the NYSE (after giving effect to the “"controlled company” " exemption) or the federal securities laws who are considered independent directors within the meaning of such rules and laws (“"Independent Directors”"); provided, however, that if the number of Independent Directors shall be reduced below the number of directors as may be required by such rules or securities laws for any reason whatsoever, the remaining Independent Director(s) 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 other Independent Director then remains, the other directors shall designate such number of directors as may be required by the rules of the NYSE and the federal securities laws, to fill such vacancies who shall not be stockholders or Affiliates of the Company, Parent or Merger Sub, and such Persons shall be deemed to be Independent Directors for purposes of this Agreement.

Continued Listing. Until In the event that Parent’s designees are elected or appointed to the Company Board pursuant to Section 2.4(a), until the Effective Time, the Company Board shall have at least such number of directors as may be required by the rules of the NYSE (after giving effect to the “controlled company” exemption) Nasdaq or the federal securities laws Laws who are considered independent directors within the meaning of such rules and laws Laws (“Independent Directors”); provided, however, that if in the event the number of Independent Directors shall be reduced below the number of directors as may be required by such rules or securities laws Laws for any reason whatsoever, the remaining Independent Director(s) 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 other Independent Director then remains, the other directors shall designate such number of directors as may be required by the rules of the NYSE and Nasdaq or the federal securities lawsLaws, to fill such vacancies who shall not be stockholders or Affiliates of the Company, Parent or Merger Sub, and such Persons shall be deemed to be Independent Directors for purposes of this Agreement.