Common use of Directors of the Company Clause in Contracts

Directors of the Company. (a) Provided that the Minimum Condition is satisfied, promptly after the Acceptance Time, Parent shall be entitled to designate up to such number of directors (rounded up to the next whole number) on the Company Board equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3(a)); and (ii) a fraction, the numerator of which is the number of Shares held by Parent and Purchaser (giving effect to Shares paid for pursuant to the Offer and, if the Top-Up Option is exercised, the number of shares of Company Common Stock purchased upon exercise thereof), and the denominator of which is the total number of then outstanding Shares (not determined on a Fully Diluted Basis). In furtherance thereof, the Company and the Company Board shall, after the purchase of and payment for Shares by Purchaser pursuant to the Offer, upon request of Purchaser, promptly increase the size of the Company Board or seek and accept, or use reasonable best efforts to otherwise secure, the resignations of such number of directors as is necessary to enable Parent’s designees to be so elected to the Company Board, and shall cause Parent’s designees to be so elected. In addition, subject to applicable Law, the Company shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) of each committee of the Company Board as the percentage represented by such individuals on the Company Board as a whole.

Directors of the Company. (a) Provided that Promptly upon the Minimum Condition is satisfied, promptly after purchase of and payment for shares of Company Common Stock by Merger Sub or any of its affiliates pursuant to the Acceptance TimeOffer, Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product obtained by multiplying the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) by the percentage that the number of shares of Company Common Stock so purchased and paid for, plus any shares beneficially owned by Parent or its affiliates on the date of such purchase and payment, bears to the total number of shares of Company Common Stock then outstanding. In furtherance thereof, the Company shall, upon request of Parent, promptly increase the size of its Board of Directors or exercise its best efforts to secure the resignations of such number of directors, or both, as is necessary to enable Parent's designees to be so elected to the Company's Board and, subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, shall cause Parent's designees to be so elected. At such time, the Company shall, if requested by Parent, also cause directors designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of each committee of the Company's Board of Directors, the board of directors of the Subsidiary (as defined in Section 3.01(m)) of the Company Board equal and each committee of such board (to the product extent of (i) the total number of directors on Company's ability to elect such persons). Notwithstanding the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3(a)); and (ii) a fraction, the numerator of which is the number of Shares held by Parent and Purchaser (giving effect to Shares paid for pursuant to the Offer andforegoing, if the Top-Up Option is exercised, the number of shares of Company Common Stock are purchased upon exercise thereof), and the denominator of which is the total number of then outstanding Shares (not determined on a Fully Diluted Basis). In furtherance thereof, the Company and the Company Board shall, after the purchase of and payment for Shares by Purchaser pursuant to the Offer, upon request of Purchaser, promptly increase there shall be until the size Effective Time at least two members of the Company Company's Board or seek of Directors who are directors on the date hereof and accept, or use reasonable best efforts to otherwise secure, the resignations of such number of directors as is necessary to enable Parent’s designees to be so elected to the Company Board, and shall cause Parent’s designees to be so elected. In addition, subject to applicable Law, the Company shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) of each committee are not employees of the Company Board as the percentage represented by such individuals on the Company Board as a wholeCompany.