Common use of Continuing Directors Clause in Contracts

Continuing Directors. Notwithstanding the provisions of this Section 1.3, the parties hereto shall use their respective reasonable best efforts to ensure that at least two (2) of the members of the Company Board shall, at all times following the Appointment Time and prior to the Effective Time (as defined in Section 2.3), be directors of the Company who were directors of the Company on the date hereof (the “Continuing Directors”); provided, however, that, if there shall be in office less than two Continuing Directors for any reason, the Company Board shall cause the person designated by the remaining Continuing Director to designate a person to fill such vacancy and such person shall be deemed to be an Continuing Director for all purposes of this Agreement, or if no Continuing Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who will not be directors, officers, employees or Affiliates of Parent or Purchaser and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. From and after the time, if any, that Purchaser Designees constitute a majority of the Company Board and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement, any termination of this Agreement by the Company, any extension of time for performance of any of the obligations of Parent or Purchaser hereunder, and any waiver of any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder may be effected only if (in addition to the approval of the Company Board as a whole) there are in office one or more Continuing Directors and such action is approved by at least one of the Continuing Directors then in office. Following the Appointment Time and prior to the Effective Time, neither Parent nor Purchaser shall take any other action to remove any Continuing Director absent cause.

Continuing Directors. Notwithstanding the foregoing provisions of this Section 1.3, the parties hereto shall use their respective reasonable best efforts to ensure that at least two (2) of the members of the Company Board shall, at all times following the Appointment Time and prior to the Effective Time (as defined in Section 2.3below), be directors of the Company who were directors of the Company on the date hereof and who are not officers of the Company (the “Continuing Directors”); provided, however, provided that, if there shall be in office less fewer than two Continuing Directors for any reason, the Company Board shall cause the person designated by the remaining Continuing Director to designate a person be appointed to fill such vacancy vacancy, and such person shall be deemed to be an a Continuing Director for all purposes of this Agreement, or if no Continuing Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who will are not be directors, officers, employees or Affiliates of the Parent or the Purchaser and are “independent directors” of the Company for purposes of Nasdaq Marketplace Rule 5605(a)(2) as in effect on the date hereof, and such persons Persons shall be deemed to be Continuing Directors for all purposes of this Agreement. From and after the time, if any, that the Purchaser Designees constitute a majority of the Company Board and prior to the Effective Time, subject to the terms hereof, any (i) amendment or modification of this Agreement, any (ii) termination of this Agreement by the Company, any (iii) extension of time for performance of any of the obligations of the Parent or the Purchaser hereunder, and any (iv) waiver of any condition to the Company’s obligations hereunder hereunder, (v) exercise or any waiver of the Company’s rights hereunder or remedies hereunder, (vi) amendment to the Company’s certificate of incorporation or bylaws, (vii) authorization of any agreement between the Company and any of its Subsidiaries, on the one hand, and the Parent, the Purchaser or any of their Affiliates on the other hand, or (viii) taking of any other action by the Company in connection with this Agreement or the transactions contemplated hereby required to be taken by the Company Board may be effected only if (in addition to the approval of the Company Board as a whole) there are in office one or more Continuing Directors and such action is approved by at least one a majority of the Continuing Directors then in office. Following The Continuing Directors shall have, and the Appointment Time and prior Parent shall cause the Continuing Directors to have, the authority to retain such counsel (which may include current counsel to the Effective TimeCompany) and other advisors (which may include current advisors to the Company) at the expense of the Company as determined by the Continuing Directors, neither Parent nor Purchaser shall take and the authority to institute any other action on behalf of the Company to remove any Continuing Director absent causeenforce performance of this Agreement.

Continuing Directors. Notwithstanding Following the provisions election or appointment of this the Parent’s designees to the Company Board pursuant to Section 1.31.3(a) and until the Effective Time, the parties hereto Company Board shall at all times include, and the Company, the Parent and the Purchaser shall use their respective reasonable best efforts to ensure that cause the Company Board to at all times include, at least two three (23) of the members Continuing Directors and each committee of the Company Board shall, and the board of directors (or similar body) of each Subsidiary of the Company shall at all times following include, and the Appointment Time Company, the Parent and the Purchaser shall use their reasonable best efforts to cause each committee of the Company Board and the board of directors (or similar body) of each Subsidiary of the Company to at all times include, at least one (1) Continuing Director. A “Continuing Director” shall mean a person who is a member of the Company Board as of the Agreement Date or a person selected by the Continuing Directors then in office, each of whom shall be an independent director for purposes of applicable Securities Exchange Rules and shall be eligible to serve on the Company’s audit committee under the Exchange Act and Securities Exchange 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; provided, however that if the number of Continuing Directors is reduced to less than three (3) prior to the Effective Time Time, any remaining Continuing Directors (as defined in Section 2.3), be directors of the Company who were directors of the Company on the date hereof (the “or Continuing Directors”); provided, however, thatDirector, if there shall be in office less than two Continuing Directors for any reason, the Company Board only one (1) remaining) shall cause the person designated by the remaining Continuing Director be entitled to designate a person who is not an officer, director, stockholder or designee of Parent or any of its Affiliates to fill such vacancy vacancy, and such person shall be deemed to be an a Continuing Director for all purposes of this Agreement, or or, if no Continuing Directors then remain, the other directors of the Company then in office shall designate two three (3) persons who are not officers, directors, stockholders or designees of Parent or any of its Affiliates to fill such vacancies who will not be directorsvacancies, officers, employees or Affiliates of Parent or Purchaser and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. From and after the time, if any, that Purchaser Designees constitute a majority of the Company Board and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement, any termination of this Agreement by the Company, any extension of time for performance of any of the obligations of Parent or Purchaser hereunder, and any waiver of any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder may be effected only if (in addition to the approval of the Company Board as a whole) there are in office one or more Continuing Directors and such action is approved by at least one of the Continuing Directors then in office. Following the Appointment Time and prior to the Effective Time, neither Parent nor Purchaser shall take any other action to remove any Continuing Director absent cause.

Continuing Directors. Notwithstanding Following the provisions election or appointment of this the Parent’s designees to the Company Board pursuant to Section 1.31.3(a) and until the Effective Time, the parties hereto Company Board shall at all times include, and the Company, the Parent and the Purchaser shall use their respective reasonable best efforts to ensure that cause the Company Board to at all times include, at least two (2) of the members Continuing Directors and each committee of the Company Board shall, and the board of directors (or similar body) of each Subsidiary of the Company shall at all times following include, and the Appointment Time Company, the Parent and the Purchaser shall use their reasonable best efforts to cause each committee of the Company Board and the board of directors (or similar body) of each Subsidiary of the Company to at all times include, at least one (1) Continuing Director. A “Continuing Director” shall mean a person who is a member of the Company Board as of the Agreement Date or a person selected by the Continuing Directors then in office; provided, however that if the number of Continuing Directors is reduced to less than two (2) prior to the Effective Time Time, any remaining Continuing Directors (as defined in Section 2.3), be directors of the Company who were directors of the Company on the date hereof (the “or Continuing Directors”); provided, however, thatDirector, if there shall be in office less than two Continuing Directors for any reason, the Company Board only one (1) remaining) shall cause the person designated by the remaining Continuing Director be entitled to designate a person who is not an officer, director, stockholder or designee of Parent or any of its Affiliates to fill such vacancy vacancy, and such person shall be deemed to be an a Continuing Director for all purposes of this Agreement, or or, if no Continuing Directors then remain, the other directors of the Company then in office shall designate two three (3) persons who are not officers, directors, stockholders or designees of Parent or any of its Affiliates to fill such vacancies who will not be directorsvacancies, officers, employees or Affiliates of Parent or Purchaser and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. From and after the time, if any, that Purchaser Designees constitute a majority of the Company Board and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement, any termination of this Agreement by the Company, any extension of time for performance of any of the obligations of Parent or Purchaser hereunder, and any waiver of any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder may be effected only if (in addition to the approval of the Company Board as a whole) there are in office one or more Continuing Directors and such action is approved by at least one of the Continuing Directors then in office. Following the Appointment Time and prior to the Effective Time, neither Parent nor Purchaser shall take any other action to remove any Continuing Director absent cause.

Continuing Directors. Notwithstanding the foregoing provisions of this Section 1.3, the parties hereto shall use their respective reasonable best efforts to ensure that at least two (2) of the members of the Company Board shall, at all times following the Appointment Time and prior to the Effective Time (as defined in Section 2.3below), be directors of the Company who were directors of the Company on the date hereof and are “independent directors” of the Company for purposes of Nasdaq Marketplace Rule 4200(a)(15) as in effect on the date hereof (the “Continuing Directors”); provided, however, that, provided that if there shall be in office less fewer than two (2) Continuing Directors for any reason, the Company Board shall cause the person designated by the remaining Continuing Director to designate a person to fill such vacancy vacancy, and such person shall be deemed to be an a Continuing Director for all purposes of this Agreement, or if no Continuing Directors then remain, the other directors of the Company then in office shall designate two (2) persons to fill such vacancies who will are not be directors, officers, employees or Affiliates of the Parent or the Purchaser and are “independent directors” of the Company for purposes of Nasdaq Marketplace Rule 4200(a)(15) as in effect on the date hereof, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. From and after the time, if any, that the Purchaser Designees constitute a majority of the Company Board and prior to the Effective Time, subject to the terms hereof, any (i) amendment or modification of this Agreement, any (ii) termination of this Agreement by the Company, any (iii) extension of time for performance of any of the obligations of the Parent or the Purchaser hereunder, and any (iv) waiver of any condition to the Company’s obligations hereunder hereunder, (v) exercise or any waiver of the Company’s rights hereunder or remedies hereunder, (vi) amendment to the Company’s certificate of incorporation or bylaws, (vii) authorization of any agreement between the Company and any of its subsidiaries, on the one hand, and the Parent, the Purchaser or any of their Affiliates on the other hand, or (viii) taking of any other action by the Company in connection with this Agreement or the transactions contemplated hereby required to be taken by the Company Board may be effected only if (in addition to the approval of the Company Board as a whole) there are in office one or more Continuing Directors and such action is approved by at least one a majority of the Continuing Directors then in office. Following The Continuing Directors shall have, and the Appointment Time and prior Parent shall cause the Continuing Directors to have, the authority to retain such counsel (which may include current counsel to the Effective TimeCompany) and other advisors at the expense of the Company as determined by the Continuing Directors, neither Parent nor Purchaser and shall take have the authority to institute any other action on behalf of the Company to remove any Continuing Director absent causeenforce performance of this Agreement.

Continuing Directors. Notwithstanding the provisions of this Section 1.32.4(a), the parties hereto shall use their respective reasonable best efforts to ensure that at least two three (23) of the members of the Company Board shall, at all times following the Appointment Time and prior to the Effective Time (as defined in Section 2.3)Time, be directors of the Company who were directors of the Company on the date hereof (the “Continuing Directors”); provided, however, that, if there shall be in office less than two three (3) Continuing Directors for any reason, the Company Board shall cause the person a Person designated by the remaining Continuing Director to designate a person Person to fill such vacancy and such person designee shall be deemed to be an a Continuing Director for all purposes of this Agreement, or if no Continuing Directors then remain, the other directors of the Company then in office shall designate two persons three (3) Persons to fill such vacancies who will not be directors, officers, employees or Affiliates of Parent or Purchaser Merger Sub and such persons designees shall be deemed to be Continuing Directors for all purposes of this Agreement. From and after the time, if any, that Purchaser the Merger Sub Designees constitute a majority of the Company Board and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement, any termination of this Agreement by the Company, any extension of time for performance of any of the obligations of Parent or Purchaser Merger Sub hereunder, and any waiver of any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder may be effected only if (in addition to the approval of such action being approved by the Company Board as a whole) there are in office one three (3) or more Continuing Directors and such action is approved by at least one two (2) of the Continuing Directors then in office. Following the Appointment Time and prior to the Effective Time, neither Parent nor Purchaser Merger Sub shall take any other action to remove any Continuing Director absent without cause.