Common use of Directors Clause in Contracts

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Promptly upon the purchase Each share of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Participating Preferred Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall be entitled to designate for appointment or election one vote, and holders of fractional shares shall have the right to a fractional vote. Upon election, such directors shall become additional directors of the Company's then existing Board Corporation and the authorized number of Directors, upon written notice to directors of the Company, Corporation shall thereupon be automatically increased by such number of directors. Such right of the holders of Participating Preferred Stock to elect directors may be exercised until all dividends in default on the Participating Preferred Stock shall have been paid in full, rounded up and dividends for the current dividend period declared and funds therefor set apart, and when so paid and set apart, the right of the holders of Participating Preferred Stock to elect such number of directors shall cease, the term of such directors shall thereupon terminate, and the authorized number of directors of the Corporation shall thereupon return to the next whole numbernumber of authorized directors otherwise in effect, on but subject always to the Board same provisions for the vesting of Directors such special voting rights in the case of any such future dividend default or defaults. The fact that dividends have been paid and set apart as required by the percentage of its designees on preceding sentence shall be evidenced by a certificate executed by the Board shall equal President and the percentage chief financial officer of the outstanding shares of Company Common Stock owned of record by Parent Corporation and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly delivered to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) . The directors so elected by holders of Participating Preferred Stock shall serve until the certificate described in the preceding sentence shall have been delivered to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts until their respective successors shall be elected or appointed and qualify. At any time when such special voting rights have been so vested in the holders of the Participating Preferred Stock, the Secretary of the Corporation may, and upon the written request of the holders of record of 10% or more of the number of shares of the Participating Preferred Stock then outstanding addressed to obtain such Secretary at the resignation principal office of the Corporation in the State of Illinois, shall, call a special meeting of the holders of the Participating Preferred Stock for the election of the directors to be elected by them as hereinabove provided, to be held in the case of such number written request within forty (40) days after delivery of its current directors as is necessary such request, and in either case to give effect to be held at the foregoing provision. At such time, the Company shall also, place and upon the request of Parent, use its reasonable efforts to cause notice provided by law and in the Persons 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 By-laws of the Company's Board Corporation for the holding of Directors. Notwithstanding the foregoing, until the Effective Time, the Board meetings of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors")stockholders; provided, however, that (x) notwithstanding the foregoing, in no event Secretary shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons call such a special meeting (i) if any such request is received less than ninety (90) days before the date fixed for the next ensuing annual or special meeting of stockholders or (ii) if at the time any such request is received, the holders of Participating Preferred Stock are not entitled to fill elect such vacancies, and such persons shall be deemed to be Independent Directors for purposes directors by reason of this Agreementthe occurrence of an event specified in the third sentence of subparagraph (d) below.

Directors. (a) Promptly upon the purchase acceptance for payment of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Sub pursuant to the Offer, Parent and Sub shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, directors on the Board of Directors such that of (i) the percentage of its designees on the Board shall equal the percentage Company as will give Parent and Sub, subject to compliance with Section 14(f) of the outstanding shares Exchange Act and Rule 14f-1 promulgated thereunder, a majority of Company Common Stock owned of record by Parent such directors, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subat such time, use its reasonable efforts promptly to cause Parent's and Sub's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the by its existing Board of Directors or use its reasonable efforts to obtain the resignation and (ii) each subsidiary of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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 and each committee of the Company's Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company and each such subsidiary as will give Parent and Sub (collectively) a majority of such directors or committee, and the Company shall, at such time, cause Parent's and Sub's designees to be so elected. In the event that Parent's and Sub's designees are elected to the Board of Directors of the Company, until the Effective Time such Board of Directors shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers or employees of the Company (the "Independent DirectorsNON-EMPLOYEE DIRECTORS"); provided, however, that (x) notwithstanding the foregoingand provided that, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) such event, if the number of Independent Non-Employee Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)whatsoever, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Non-Employee Director shall be entitled to designate any such Qualified Person or Persons a person to fill such vacancy, and such designated Qualified Person vacancy who shall be deemed to be an Independent Non-Employee Director for purposes of this AgreementAgreement or, or if no Independent Non-Employee Directors then remain, the other directors shall be required to designate two Qualified Persons persons to fill such vacanciesvacancies who shall not be officers or affiliates of the Company, or officers or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Independent Non-Employee Directors for purposes of this Agreement.

Directors. (a) Promptly upon after the purchase acceptance for payment of and payment for, and as long as Parent directly or indirectly owns, not less than shares of Company Common Stock tendered pursuant to the Offer representing at least a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis (the “Appointment Time”) and, from time to time thereafter, as shares of Company Common Stock are accepted for payment by Parent or any of its direct or indirect Subsidiaries pursuant to the OfferBuyer, Parent Buyer shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directorsmembers of the Board of Directors of the Company (the “Buyer Designees”), rounded up to the next nearest whole number, as will give Buyer representation on the Board of Directors such of the Company equal to the product of the total number of members of the Board of Directors of the Company (after giving effect to any increase in the number of the directors elected pursuant to this sentence) multiplied by the percentage that the percentage number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock beneficially owned of record by Parent and each or Buyer at such time (including shares of its direct or indirect SubsidiariesCompany Common Stock so accepted for payment) bears to the total number of shares of Company Common Stock then outstanding. In furtherance thereof, the Company shall, upon the request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Boardof, and in furtherance thereofas specified by, to the extent necessaryBuyer, promptly either increase the size of the Board of Directors of the Company or use its reasonable efforts to obtain secure the resignation resignations of such number of its current directors the Company’s incumbent directors, or both, as is necessary to give effect enable Buyer Designees to be so elected or appointed to the foregoing provisionBoard of Directors of the Company and the Company shall take all actions available to the Company to cause Buyer Designees to be so elected or appointed. At such time, if requested by Buyer, the Company shall also, upon the request of Parent, use its reasonable efforts also take all action necessary to cause the Persons persons designated by Parent Buyer to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of the Company of each committee of the Company's Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors Company, to the extent permitted by applicable Law and the rules of any stock exchange or trading market on which the Company on the date Common Stock is listed and traded. The provisions of this Agreement Section 1.3 are in addition to and who are shall not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for limit any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Companyrights which Buyer, Parent or any of their respective Subsidiaries affiliates (any as such person being referred to herein term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) may have as a "Qualified Person"), willing holder or beneficial owner of shares of Company Common Stock as a matter of applicable Law with respect to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person the election of directors or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementotherwise.

Directors. (a) Promptly upon the purchase by Merger Sub of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the Offer, Parent and from time to time thereafter, Merger Sub shall be entitled to designate for appointment or election up to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees as shall give Merger Sub representation on the Board shall equal to the product of the total number of directors on the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time bears to the outstanding shares total number of Company Common Stock owned of record by Parent Shares then outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of at such time, promptly take all actions necessary to cause Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to as directors of the Company's Board, and in furtherance thereof, to the extent necessary, increase including increasing the size of the Board or securing the resignations of Directors incumbent directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisionboth. At such timetimes, the Company shall also, upon the request of Parent, use its reasonable best efforts to cause the Persons designated by Parent Merger Sub to constitute at least the same percentage (rounded up to as Persons designated by Merger Sub shall constitute of the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board (some of Directorswhom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the Effective Timetime Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of Directors the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall have at least two directors who are directors remain members of the Company on the date Board and of this Agreement such boards and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementcommittees.

Directors. (a) Promptly upon Upon the purchase of Acceptance Time and payment forat all times thereafter, subject to compliance with the Company Certificate, the Company Bylaws, applicable Laws and as long as Parent directly or indirectly owns, not less than a majority the regulations of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the OfferNYSE, Parent Merger Sub shall be entitled to designate for appointment designate, elect or election to cause the Company's then existing Board of Directors, upon written notice Directors of the Company to the Company, elect such number of directorsdirectors to the Board of Directors of the Company as is equal to the product, rounded up to the next whole number, of (i) the total number of directors on the Board of Directors such that of the Company (after giving effect to any directors elected or designated pursuant to this Section 1.03(a)) multiplied by (ii) the percentage that (x) the aggregate number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock beneficially owned by Parent, Merger Sub and any of record by Parent and each their Affiliates (including shares of its direct or indirect SubsidiariesCompany Common Stock accepted for payment pursuant to the Offer) bears to (y) the total number of shares of Company Common Stock then outstanding. In furtherance thereof, the The Company shall, upon request of Merger Sub’s request at any time following the Acceptance Time, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of DirectorsDirectors of the Company to promptly (A) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase adopt resolutions (1) increasing the size of the Board of Directors or use its reasonable efforts to obtain of the resignation of Company by such number of its current directors as is shall be necessary to give effect to the foregoing provision. At first sentence of this Section 1.03(a) (after giving effect to any concurrent resignations of incumbent directors of the Company) and (2) as necessary to give effect to the third sentence of this Section 1.03(a), (B) elect Merger Sub’s designees to fill such time, newly created directorships on the Board of Directors of the Company shall alsoand (C) take all such other actions necessary to elect or designate to the Board of Directors of the Company the individuals designated by Merger Sub and permitted to be so designated by the first sentence of this Section 1.03(a), including, if necessary, by securing the resignations of such number of its incumbent directors as is necessary or desirable to enable Merger Sub’s designees to be so elected or designated to the Board of Directors of the Company. The Company shall, upon Merger Sub’s request following the request of ParentAcceptance Time, use its reasonable efforts to also cause the Persons persons designated by Parent Merger Sub to constitute at least the same percentage (after giving effect to any directors elected or designated by Merger Sub pursuant to this Section 1.03(a) and rounded up to the next whole number) as is on the Company's Board of Directors of the Company of (x) each committee of the Company's Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two Company, (y) the board of directors who are directors (or similar body) of each Subsidiary of the Company on and (z) each committee (or similar body) of each such board, in each case, to the date extent permitted by applicable Laws and applicable rules of the NYSE. From and after the Acceptance Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by the NYSE Listed Company Manual Section 303A and make all necessary filings and disclosures associated with such status. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and who are not officers Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.03(a), including mailing to stockholders of the Company (together with the "Independent Directors"); provided, however, that (xSchedule 14D-9) notwithstanding the foregoing, in no event shall information required by Section 14(f) and Rule 14f-1 under the requirement Exchange Act as is necessary to have at least two Independent enable Merger Sub’s designees to be elected or designated to the Board of Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent . Merger Sub shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of supply the Company who (1with information with respect to Merger Sub’s designees and Parent’s and Merger Sub’s respective officers, directors and Affiliates to the extent required by Section 14(f) and Rule 14f-1 under the Exchange Act. The provisions of this Section 1.03(a) are Qualified Persons (as defined below) in addition to and (2) are willing to serve as Independent Directors), then the number shall not limit any rights that any of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the CompanyMerger Sub, Parent or any of their respective Subsidiaries (any such person being referred to herein Affiliates may have as record holders or beneficial owners of shares of the Company Common Stock as a "Qualified Person"), willing matter of applicable Laws with respect to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person the election of directors or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementotherwise.

Directors. (a) Promptly upon the purchase of acceptance for payment of, and payment by Sub for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding any shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent Sub shall be entitled to designate for appointment or election such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Company's then existing Exchange Act, representation on the Company Board of Directors, upon written notice equal to the Company, such at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Company Board of Directors such that (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of record by Parent bears to (B) the number of such shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger at such time, cause Sub’s designees to be so elected or appointed to the Company Board, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees provided that in the event that any designee shall no longer be on the Board of Directors) to be so Sub’s designees are appointed or elected to the Company's Company Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of Time the Company Board shall have at least two three directors who are directors members of the Company Board on the date of this Agreement and who are not officers of the Company (the "“Independent Directors"”); provided, however, that (x) notwithstanding the foregoingand provided further that, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) such event, if the number of Independent Directors shall be reduced below two three for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)whatsoever, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director Directors shall be entitled to designate any such Qualified Person or Persons nominate a person to fill such vacancy, and such designated Qualified Person vacancy who shall be deemed to be an Independent Director for purposes of this AgreementAgreement or, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons persons to fill such vacanciesvacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly for any Shares by Yahoo! or indirectly owns, not less than Purchaser which represents at least a majority of the issued and outstanding shares of Company Common Stock Shares (on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the OfferFully Diluted Basis), Parent Yahoo! shall be entitled to elect or designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Launch's Board of Directors such as is equal to the product of the total number of directors on Launch's Board of Directors (giving effect to the directors elected or designated by Yahoo! pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of Shares beneficially owned by Purchaser, Yahoo! and any of their affiliates bears to the total number of Shares then outstanding (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares subject to purchase under the Stockholders Agreement and Shares owned by Launch or any of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiariessubsidiaries). In furtherance thereof, the Company Launch shall, upon request of Merger SubYahoo!'s request, use its reasonable efforts either to promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Launch's Board of Directors Directors, including by amending the Bylaws of Launch if necessary so as to increase the size of Launch's Board of Directors, or use its reasonable efforts to obtain promptly secure the resignation resignations of such number of its current directors incumbent directors, or both, as is necessary to give effect enable Yahoo!'s designees to the foregoing provisionbe so elected or designated to Launch's Board of Directors, and shall use its reasonable best efforts to cause Yahoo!'s designees to be so elected or designated at such time. At such time, the Company shall alsoLaunch shall, upon the request of ParentYahoo!'s request, use its reasonable efforts to also cause the Persons persons elected or designated by Parent Yahoo! to constitute at least the same percentage (rounded up to the next whole number) as is on the CompanyLaunch's Board of Directors of (i) each committee of Launch's Board of Directors; (ii) each board of directors (or similar body) of each Launch subsidiary; and (iii) each committee (or similar body) of each such board, in each case only to the Companyextent permitted by applicable law or the rules of any stock exchange or trading market on which Launch's common stock is listed or traded. Launch's obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Launch shall promptly upon execution of this Agreement take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including, but not limited to, mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Yahoo!'s designees to be elected or designated to Launch's Board of Directors. Notwithstanding Yahoo! or Purchaser shall supply Launch in writing and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates to the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date extent required by Section 14(f) and Rule 14f-1. The provisions of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1Section 1.3(a) are Qualified Persons (as defined below) in addition to and (2) are willing to serve as Independent Directors)shall not limit any rights that any of Purchaser, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent Yahoo! or any of their respective Subsidiaries (any such person being referred to herein affiliates may have as a "Qualified Person"), willing holder or beneficial owner of Shares as a matter of law with respect to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person the election of directors or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementotherwise.

Directors. (a) Promptly upon the purchase of acceptance for payment of, and payment by Sub for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding any shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall Sub shall, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, be entitled to designate for appointment or election such number of directors on the Company Board as will give Sub representation on the Company Board equal to the Company's then existing Board of Directors, upon written notice to the Company, such that number of directors, rounded up to the next whole number, which is the product of (a) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) MULTIPLIED BY (b) a fraction, the numerator of Directors such that which is the percentage number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned so accepted for payment and paid for by Sub and the denominator of record by Parent which is the number of shares of Company Common Stock outstanding at the time of Sub's designation, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At at such time, cause Sub's designees to be elected or appointed to the Company shall alsoBoard; PROVIDED, upon HOWEVER, that during the request period commencing with the election or appointment of Parent, use its reasonable efforts to cause the Persons designated by Parent to constitute at least the same percentage (rounded up Sub's designees to the next whole number) as is on the Company's Company Board of Directors of each committee of the Company's Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Company Board of Directors of the Company shall have at least two three directors who are directors of the Company on the date of this Agreement and who are not officers of the Company or representatives of any Affiliates of the Company (the "Independent DirectorsINDEPENDENT DIRECTORS"); providedand PROVIDED FURTHER, howeverHOWEVER, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if during such period the number of Independent Directors shall be reduced below two three for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)whatsoever, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer Directors (or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director if there shall be only one remaining) shall be entitled to designate persons to fill any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person vacancies who shall be deemed to be an Independent Director Directors for purposes of this AgreementAgreement or, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons three persons to fill such vacanciesvacancies who are not Shareholders, officers or Affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall take all action requested by Parent for the purpose of effecting any such election or appointment of Sub's designees. In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to the Company Board as provided above. Prior to the Effective Time, the Company shall cause each member of the Company Board, other than Sub's designees, to execute and deliver a letter effectuating his or her resignation as a director of the Company Board effective immediately prior to the Effective Time.

Directors. (a) Promptly Effective upon the purchase acceptance for payment of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company's Board of Directors such that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the percentage number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares beneficially owned of record by Parent and/or Acquisition (including Shares accepted for payment) bears to the total number of Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's BoardBoard of Directors, including increasing the number of directors, and in furtherance thereof, to the extent necessary, increase the size seeking and accepting resignations of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisionincumbent directors. At such time, to the extent requested by Parent, the Company shall also, upon the request of Parent, will also use its reasonable best efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (number of members, rounded up to the next whole number, on (i) each committee of the Board and (ii) each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as is such individuals represent on the Board of Directors of the Company. Notwithstanding the provisions of this Section 1.3, the parties hereto shall use their respective best efforts to ensure that at least two of the members of the Company's Board of Directors of each committee of the Company's Board of Directors. Notwithstanding the foregoingshall, until at all times prior to the Effective Time, the Board of Directors be directors of the Company shall have at least two directors who are were directors of the Company on the date of this Agreement and who are not officers of the Company hereof (the "Independent Continuing Directors"); providedprovided that if there shall be in office fewer than two Continuing Directors for any reason, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate cause a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless person designated by the remaining Independent Continuing Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person vacancy who shall be deemed to be an Independent a Continuing Director for all purposes of this Agreement, or if no Independent Continuing Directors then remain, the other directors of the Company then in office shall be required to designate two Qualified Persons persons to fill such vacanciesvacancies who will not be officers or employees or affiliates of the Company, Parent or Acquisition or any of their respective Subsidiaries and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement.

Directors. (a) Promptly upon the purchase of acceptance for payment of, --------- and payment for, and as long as Parent directly or indirectly owns, not less than a majority such number of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Merger Sub pursuant to the OfferOffer as satisfies the Minimum Condition (the "Majority Acquisition"), Parent and -------------------- from time to time thereafter, Merger Sub shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directorsdirectors on the Board of Directors of the Company, rounded up to the next greatest whole number, on subject to compliance with Section 14(f) of the Exchange Act, as shall represent a percentage of the Board of Directors such that the percentage of its designees on the Board shall equal to the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub; provided that, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in from the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, Majority Acquisition until the Effective Time, the Board of Directors of the Company shall have at least -------- two directors persons who are directors of the Company on the date of this Agreement and who are not officers hereof shall be directors of the Company (the "Independent Continuing Directors"); providedand provided further -------------------- --- -------- ------- that, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Continuing Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)whatsoever, then the number of Independent any remaining Continuing Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons a person to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent vacancy as a Continuing Director for purposes of this AgreementAgreement or, or if no Independent Continuing Directors then remain, the other directors shall be required to designate two Qualified Persons persons to fill such vacanciesvacancies who shall not be officers, directors, stockholders or affiliates of Parent, Merger Sub or the Company, and such persons shall be deemed to be Independent Continuing Directors for purposes of this Agreement. The Company and its Board of Directors shall, at such time, take all such action needed to cause Merger Sub's designees to be appointed to the Company's Board of Directors. Subject to applicable law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder not later than ten days prior to the scheduled expiration date of the Offer, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Sub's designees). At such times, the Company will also cause (i) each committee of the Board of Directors, (ii) if requested by Merger Sub, the board of directors of each of the Company's subsidiaries and (iii) if requested by Merger Sub, each committee of such board to include persons designated by Merger Sub constituting the same percentage of each such committee or board as Merger Sub's designees are of the Board. The Company shall, upon request by Merger Sub, promptly increase the size of the Board or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable Merger Sub designees to be elected to the Board and shall cause Merger Sub's designees to be so elected.

Directors. (a) Promptly upon the purchase of and payment forby Sub for any Shares accepted by Sub for payment pursuant to the Offer at the Acceptance Time, and as long as Parent directly or indirectly owns, not less than which Shares represent at least a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the Offer, Parent shall be entitled to designate for appointment or election to such number of directors on the Company's then existing Company Board of DirectorsDirectors as will give Parent, upon written notice subject to compliance with Section 14(f) of the CompanyExchange Act, such representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, which is the product of (x) the total number of directors on the Company Board of Directors such that (giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage that (I) such number of its designees on Shares so accepted for payment and paid for by Sub plus the Board shall equal number of Shares otherwise owned by Parent, Sub or any other subsidiary of Parent bears to (II) the percentage number of the outstanding shares of Company Common Stock owned of record by Parent such Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subat such time, use its reasonable efforts promptly to cause Parent's ’s designees (and any replacement designees to be so elected; provided, however, that in the event that any designee shall no longer be on the Board of Directors) to be so Parent’s designees are appointed or elected to the Company's BoardCompany Board of Directors, and in furtherance thereofuntil the Effective Time, to the extent necessary, increase the size of the Company Board of Directors shall have at least three (3) directors who are directors on the date of this Agreement and who are “independent directors” for the purposes of NASDAQ listing requirements (the “Independent Directors”); and provided, further, that, in such event, if the number of Independent Directors shall be reduced below three (3) for any reason whatsoever, any remaining Independent Directors (or use its reasonable efforts Independent Director, if there shall be only one remaining) shall be entitled to obtain designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement. The Company may designate, prior to the Acceptance Time, two alternate Independent Directors that the Company Board of Directors shall appoint in the event of the death, disability or resignation of the Independent Directors, each of whom shall, following such number of its current directors as is necessary to give effect appointment to the foregoing provisionCompany Board of Directors, shall be deemed to be an Independent Director pursuant to this Section 6.10. At such timeFrom and after the Acceptance Time, the Company and Parent shall alsouse commercially reasonable best efforts, as permitted by applicable Laws and the rules of NASDAQ Global Select Market, upon the request of Parent’s request, use its reasonable efforts to also cause the Persons persons elected or designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Company Board of Directors of (i) each committee of the Company's Company Board of Directors, (ii) each board of directors (or similar body) of each of the Company’s Subsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted by applicable Law or the rules of any stock exchange on which the Shares are listed. Notwithstanding Subject to applicable Law, the Company and Parent shall take all action requested by Parent necessary to effect any such election, including mailing to its shareholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Sub shall have provided to the Company on a timely basis, and shall be solely responsible for, all information required to be included in the Information Statement with respect to Parent, Sub and Parent’s designees). In connection with the foregoing, until the Effective TimeCompany shall promptly, at the option of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors, or both, as is necessary to enable Parent’s designees to be elected or appointed to the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementprovided above.

Directors. (a) Promptly Subject to compliance with applicable Laws, promptly upon the purchase acceptance for payment of and payment for, and such number of Shares as long as Parent directly or indirectly owns, not less than represents at least a majority of the issued and then-outstanding shares of Company Common Stock Shares (determined on a fully diluted basis by Parent or any as of its direct or indirect Subsidiaries immediately following the Acceptance Time) pursuant to the OfferOffer (the “Acceptance Time”) and from time to time thereafter, Parent shall be entitled to elect or designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of Directors such the total number of directors on the Company Board (giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees Shares beneficially owned by Parent, the Purchaser or any of their respective Affiliates bears to the total number of Shares then outstanding; provided, however, Parent shall be entitled to designate at least a majority of the directors on the Company Board shall equal (as long as Parent, the percentage Purchaser and their Affiliates beneficially own a majority of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereofShares); provided, further, that prior to the Effective Time, the Company shallBoard shall always have at least two (2) members who are not officers, upon request directors, employees or designees of Merger SubParent or the Purchaser or any of their Affiliates (“Purchaser Insiders”). If the number of directors who are not Purchaser Insiders is reduced below two (2) prior to the Effective Time, use its reasonable efforts promptly the remaining director who is not a Purchaser Insider shall be entitled to designate a Person to fill such vacancy who is not a Purchaser Insider and who shall be a director not deemed to be a Purchaser Insider for all purposes of this Agreement, and the Company shall cause Parent's designees (and any replacement designees in such designee to be appointed to the event that any designee shall no longer be Company Board. If, notwithstanding compliance with the foregoing provisions, the number of directors who are not Purchaser Insiders is reduced to zero, then the other directors on the Company Board shall designate and appoint to the Company Board two (2) directors who are not officers, directors, employees or otherwise affiliated with the Purchaser or Parent (other than as a result of Directors) such designation). After the Acceptance Time, the Company shall take all actions as are necessary to enable Parent’s designees to be so appointed elected or elected designated to the Company's BoardCompany Board (including, and in furtherance thereof, to the extent if necessary, increase seeking the resignations of one or more existing directors or increasing the size of the Company Board of Directors or both) in compliance with applicable Law. The Company shall use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its commercially reasonable efforts to cause the Persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is Persons designated by Parent on the Company's Company Board of Directors of (i) each committee of the Company's Board Company Board, (ii) each board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board directors (or other similar body) of Directors each Company Subsidiary and (iii) each committee of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoingeach such board, in no event shall each case only to the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementextent permitted by applicable Law.

Directors. (a) Promptly upon the purchase of and payment for, and as long as for Company Shares by the Parent directly or indirectly owns, not less than the Purchaser representing at least a majority of the issued and outstanding shares of Company Common Stock Shares on a fully diluted basis by Fully Diluted Basis, the Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall will be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall will equal the percentage of the outstanding shares of Company Common Stock Shares on a Fully Diluted Basis owned of record by the Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shallwill, upon request of Merger Subthe Purchaser, use its commercially reasonable efforts promptly to cause the Parent's designees (and any replacement designees in the event that any designee shall will no longer be on the Board of Directors) to be so appointed or elected to the Company's BoardBoard of Directors, and in furtherance thereofand, to the extent necessary, increase the size of the Board of Directors or use its commercially reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall will also, upon the request of Parentthe Purchaser, use its commercially reasonable efforts to cause the Persons (as defined in SECTION 4.1) designated by the 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 (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. Notwithstanding the foregoing, until the Effective TimeTime (as defined in SECTION 2.3), the Board of Directors of the Company shall will have at least two three (3) directors who are directors of the Company on the date of this Agreement and who are not officers of the Company or any of its Subsidiaries (the "Independent DirectorsINDEPENDENT DIRECTORS"); provided, however, that (x) notwithstanding the foregoing, in no event shall will the requirement to have at least two three Independent Directors result in the Parent's designees constituting less than a majority of the Company's Board of Directors unless the Parent shall will have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be is reduced below two three (3) for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two three then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall will be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate (as defined in SECTION 4.9) of the Company, the Parent or any of their respective Subsidiaries and who is reasonably acceptable to the Parent (any such person being referred to herein as a "Qualified PersonQUALIFIED PERSON"), willing to serve as an Independent Director, in which case such remaining Independent Director shall will be entitled to designate any such Qualified Person or Persons to fill such vacancyvacancies, and such designated Qualified Person shall will be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall Directors will be required to designate two three (3) Qualified Persons to fill such vacancies, and such persons shall will be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Promptly upon the purchase of and payment for, and after such time as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Sub purchases Shares pursuant to the Offer, Parent Sub shall be entitled entitled, to the fullest extent permitted by law, to designate for appointment or election at its option up to the Company's then existing Board of Directors, upon written notice to the Company, such that number of directors, rounded up to the next nearest whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding , subject to compliance with Section 14(f) of the foregoingExchange Act, until as will make the Effective Timepercentage of the Company's directors designated by Sub equal to the percentage of the aggregate voting power of the shares of Common Stock held by Parent or any of its Subsidiaries; provided, however, that in the event that Sub's designees are elected to the Board of Directors of the Company Company, until the Effective Time such Board of Directors shall have at least two three directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoingand provided further that, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) such event, if the number of Independent Directors shall be reduced below two three for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)whatsoever, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer Directors or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person a person or Persons persons to fill such vacancyvacancy or vacancies, and such designated Qualified Person each of whom shall be deemed to be an Independent Director for purposes of this AgreementAgreement or, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons three persons to fill such vacanciesvacancies who shall not be officers or affiliates of the Company or any of its subsidiaries, or officers or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Following the election or appointment of Sub's designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Company Charter or the Amended and Restated By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Sub or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors of the Company with respect to this Agreement, will require the concurrence of a majority of the Independent Directors and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. To the fullest extent permitted by applicable law, the Company shall take all action requested by Parent that is reasonably necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company will promptly, at the option of Parent, to the fullest extent permitted by law, either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to the Company's Board of Directors as provided above.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent and from time to time thereafter, Purchaser shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Board of Directors such that equal to the percentage product of its designees (i) the number of directors on the Board shall equal of Directors and (ii) the percentage that the number of the outstanding shares of Company Common Stock owned purchased by Merger Sub or Purchaser or any affiliate bears to the number of record by Parent shares of Common Stock outstanding (the "Percentage"), and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subby Purchaser, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use and/or exercise its reasonable best efforts to obtain secure the resignation resignations of such number of its current directors as is necessary to give effect enable Purchaser's designees to be elected to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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 Companyand shall cause Purchaser's Board of Directors. Notwithstanding the foregoingdesignees to be so elected; provided, however, that until the Effective Time, the Board of Directors of the Company shall will have at least two directors who are one Continuing Director. At the request of Purchaser, the Company will use its reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Board, (ii) the board of directors of each Subsidiary and (iii) the Company on the date committees of this Agreement and who are not officers each such board of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the directors. The Company's obligations to appoint designees to the Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply to Company in writing and be solely responsible for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing information with respect to itself and its nominees, directors of the Company who (1) are Qualified Persons (as defined belowand affiliates required by Section 14(f) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this AgreementRule 14f-1.

Directors. (a) Promptly Subject to compliance with applicable Law, effective upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of by the issued and outstanding shares of Company Purchaser for Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the OfferOffer representing at least such number of Common Shares as shall satisfy the Minimum Condition, and from time to time thereafter, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of Directors such the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares beneficially owned of record by Parent or its Affiliates bears to the total number of Common Shares then outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger SubParent, use its reasonable efforts promptly take all actions necessary to cause Parent's ’s designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Boardelected, and in furtherance thereofincluding, to the extent if necessary, increase by obtaining the size resignations of the Board of Directors one or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors")more existing directors; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company Board (x) notwithstanding as long as Parent and its Affiliates beneficially own a majority of the foregoingCommon Shares of the Company); provided further, in no event that prior to the Effective Time, the Company Board shall the requirement to always have at least two Independent Directors result in Parent's designees constituting less than a majority members who were members of the Company's Company Board as of Directors unless Parent shall have failed immediately prior to designate payment by the Purchaser for Common Shares pursuant to the Offer (each such member a sufficient number of Persons to constitute at least a majority and (y) if “Company Director” and, collectively, “Company Directors”). If the number of Independent directors who are Company Directors shall be is reduced below two for any reason whatsoever (or if immediately following Consummation of prior to the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)Effective Time, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, director who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Company Director shall be entitled to designate a Person to the Company Board who is not an officer, director, employee or designee of the Purchaser or any such Qualified Person or Persons to fill such vacancy, of its Affiliates and such designated Qualified Person who shall be deemed to be an Independent considered a Company Director for purposes of this Agreement, or if no Independent Directors then remain. At each such time Parent is entitled to designate directors on the Company Board, the other Company will, subject to any limitations imposed by applicable Law, also cause (i) each committee of the Company Board, (ii) the board of directors shall be required of each of the Subsidiaries and (iii) each committee of such board of directors of each of the Subsidiaries to designate two Qualified Persons to fill include persons designated by Parent constituting at least the same percentage of each such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementcommittee or board as Parent’s designees constitute on the Company Board.

Directors. (a) Promptly upon the purchase acquisition of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the Offer, or otherwise, so long as Parent owns a majority of the outstanding Common Shares Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice request to the Company, subject to applicable law, to designate such number of directors, rounded up down to the next nearest whole number, on to the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by as will give Parent and each of (or its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be affiliates) representation on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the such Board of Directors or use its reasonable efforts equal to obtain the resignation of such at least that number of its current directors as is necessary to give effect to which equals the foregoing provision. At such time, product of the Company shall also, upon the request total number of Parent, use its reasonable efforts to cause the Persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is directors on the Company's Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the sum of each committee the number of Common Shares so owned by Parent and Subsidiary bears to the number of such Common Shares outstanding, and the Company shall, at such time, promptly use its best efforts to cause the designees of Parent to be so elected, subject in all cases to Section 14(f) of the Exchange Act, it being understood that the Company shall have no obligation to comply with Section 14(f) until after the Offer is completed. These efforts shall, if necessary, include efforts to obtain any amendments to the by-laws of the Company regarding the number of directors, or securing the resignation of directors, or both. The date, if any, on which a majority of the Board of Directors consist of directors designated by Parent pursuant to this Section 6.12 shall be hereinafter referred to as the "New Board Date." In the event that Parent's designees are elected to the Company's Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Company's Board of Directors of the Company shall have at least two three directors who are directors of the Company on the date of this Agreement and who are not officers of the Company hereof (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoingprovided that, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) such event, if the number of Independent Directors shall be reduced below two three for any reason whatsoever whatsoever, any remaining Independent Directors (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director if there be only one remaining) shall be entitled to designate any such Qualified Person or Persons persons to fill such vacancy, and such designated Qualified Person vacancies who shall be deemed to be an Independent Director Directors for purposes of this AgreementAgreement or, or if no Independent Directors Director then remainremains, the other directors shall be required to designate two Qualified Persons three persons to fill such vacanciesvacancies who shall not be stockholders, affiliates or associates of Parent or Subsidiary and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Parent's designees are elected to the Company's Board of Directors, after the acceptance for payment of Common Shares pursuant to the Offer and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required to (a) amend or terminate this Agreement by the Company, (b) exercise or waive any of the Company's rights, benefits or remedies hereunder, or (c) extend the time for performance of Parent's and Subsidiary's respective obligations hereunder.

Directors. (a) Promptly Subject to compliance with the DGCL, the Company's Certificate of Incorporation and other applicable law, promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than by the Purchaser for Shares purchased pursuant to the Offer constituting at least a majority of the issued outstanding Shares, and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant from time to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereoftime thereafter, the Company shall, upon request of Merger SubParent, use its reasonable efforts promptly take all actions necessary to cause the Board to include a number of Parent's designees (and any replacement such that Parent's designees in the event that any designee shall no longer be on constitute a percentage of the Board of Directors) to be so appointed or elected as nearly equal as practicable to the Company's percentage of the outstanding Shares beneficially owned by Parent (which shall be at least a majority of the Board, and in furtherance thereof, to ). Such necessary actions may include accepting the extent necessary, increase resignations of those incumbent directors designated by the Company or increasing the size of the Board of Directors or use its reasonable efforts and causing Parent's designees to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors")be elected; provided, however, that (x) notwithstanding the foregoingCompany shall use its reasonable best effort to comply with the foregoing without increasing the size of the Board above twelve members; and provided, in no event further, that Parent agrees that the Company may retain, and the Parent shall the requirement cause to have be retained, at least two Independent Directors result three incumbent directors on the Board prior to the Effective Time (as hereinafter defined). If any of the incumbent directors become unavailable or unwilling to serve for any reason, Parent shall cause such vacancy or vacancies to be promptly filled by other incumbent directors willing to serve in Parentsuch capacity, or their designees. The date on which Purchaser's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing Board is herein referred to as the "Control Date." Upon written request by the Purchaser, the Company will use its reasonable best efforts to cause the designees of the Purchaser to constitute a percentage as nearly equal as practicable to the percentage of representation on the Board of Directors after giving effect to this Section 1.3 on (i) each committee of the Board of Directors; (ii) the board of directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate each subsidiary of the Company, Parent or any ; and (iii) each committee of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes subsidiaries' boards of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementdirectors.

Directors. (a) Promptly upon the purchase first acceptance for payment pursuant to the Offer of and payment for, and as long as Parent directly or indirectly owns, not less than Shares that represent at least a majority of the issued and outstanding shares Shares, and the transfer of Company Common Stock on funds to a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant paying agent to cover the OfferClosing Amount with respect to such Shares, Parent shall be entitled to designate for appointment or election to such number of directors on the Company's then existing Company Board of DirectorsDirectors as will give Parent, upon written notice subject to compliance with Section 14(f) of the CompanyExchange Act, such representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, which is the product of (x) the total number of directors on the Company Board of Directors such that (giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage that (I) such number of its designees on Shares so accepted for payment by Sub and with respect to which funds were transferred to a paying agent to cover the Board shall equal Closing Amount plus the percentage number of Shares otherwise owned by Parent, Sub, or any other subsidiary of Parent bears to (II) the outstanding shares number of Company Common Stock owned of record by Parent such Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subat such time, use its reasonable efforts promptly to cause Parent's ’s designees (and any replacement designees to be so elected; provided, however, that in the event that any designee shall no longer be on the Board of Directors) to be so Parent’s designees are appointed or elected to the Company's BoardCompany Board of Directors, and in furtherance thereofuntil the Effective Time, to the extent necessary, increase the size of the Company Board of Directors or use its reasonable efforts to obtain shall have at least three (3) directors who are directors on the resignation date of this Agreement and who are not officers of the Company and are independent directors for purposes of The Nasdaq Stock Market listing requirements (the “Independent Directors”); and provided, further, that, in such event, if the number of its current Independent Directors shall be reduced below three (3) for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there shall be only one remaining) 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 Independent Directors then remain, the other directors as is necessary shall designate three persons to give effect fill such vacancies who are not officers or affiliates of the Company and are independent directors for purposes of The Nasdaq Stock Market listing requirements, Parent or Sub, and such persons shall be deemed to the foregoing provisionbe Independent Directors for purposes of this Agreement. At such time, the Company shall alsoshall, upon the request of Parent’s request, use its reasonable efforts to also cause the Persons persons elected or designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Company Board of Directors of (i) each committee of the Company's Company Board of Directors, (ii) each board of directors (or similar body) of each of the Company’s Subsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent required by applicable Law or the rules of any stock exchange on which the Shares are listed. Notwithstanding Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Sub shall have provided to the Company on a timely basis, and shall be solely responsible for, all information required to be included in the Information Statement with respect to Parent’s and Sub’s designees). In connection with the foregoing, until the Effective TimeCompany shall promptly, at the option of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors, or both, as is necessary to enable Sub’s designees to be elected or appointed to the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementprovided above.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than Sub having acquired a ---------- majority of the issued combined voting power of the Shares and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the OfferClass B Shares, Parent Sub shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, directors on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, a majority of such directors, and the Company shall, at such time, cause Sub's designees to be so elected by its existing Board of Directors; provided, however, that in the event that -------- ------- Sub's designees are elected to the Board of Directors of the Company, until the Effective Time such Board of Directors shall have at least two three directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoingand provided further -------- ------- that, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) such event, if the number of Independent Directors shall be reduced below two three for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)whatsoever, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer Directors or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person a person or Persons persons to fill such vacancyvacancy or vacancies, and such designated Qualified Person each of whom shall be deemed to be an Independent Director for purposes of this AgreementAgreement or, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons three persons to fill such vacanciesvacancies who shall not be officers or affiliates of the Company or any of its subsidiaries, or officers or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall take all action requested by Parent that is reasonably necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company will promptly, at the option of Parent, either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to, and to constitute a majority of the directors on, the Company's Board of Directors as provided above.

Directors. (a) Promptly upon the purchase of acceptance for payment of, and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or Merger Sub for, any of its direct or indirect Subsidiaries Shares pursuant to the Offer, Parent or Merger Sub shall be entitled to designate for appointment or election to such number of members of the Company's then existing Board of DirectorsDirectors of the Company as will give Merger Sub, upon written notice subject to compliance with Section 14(f) of the CompanyExchange Act, such representation equal to at least that number of directors, rounded up to the next whole number, on which is the Board product of Directors such that (i) the total number of directors (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of its designees on Shares so accepted for payment and paid for pursuant to the Board shall equal Offer plus the percentage number of Shares otherwise owned by Parent, Merger Sub or any other subsidiary of Parent bears to (B) the outstanding shares number of Company Common Stock owned of record by Parent Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subat such time, use its reasonable efforts promptly cause such designees to cause Parent's designees (and any replacement designees be so elected; provided, however, that in the event that any designee shall no longer be on the Board of Directors) to be so such designees are appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company Company, until the Effective Time such Board of Directors shall have at least two three directors who are directors of the Company on the date of this Agreement and who are not officers will be independent for purposes of Rule 10A-3 under the Company Exchange Act (the "“Independent Directors"”); provided, however, that (x) notwithstanding the foregoingand provided further that, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) such event, if the number of Independent Directors shall be reduced below two three for any reason whatsoever whatsoever, any remaining Independent Directors (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director if there shall be only one remaining) shall be entitled to designate any such Qualified Person or Persons persons to fill such vacancy, and such designated Qualified Person vacancies who shall be deemed to be an Independent Director Directors for purposes of this AgreementAgreement or, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons three persons to fill such vacanciesvacancies who will be independent for purposes of Rule 10A-3 under the Exchange Act, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its shareholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent or Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to such designees). In connection with the foregoing, the Company shall promptly, at the option of Parent, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable such designees to be elected or appointed to the Board of Directors of the Company as provided above.

Directors. (a) Promptly Subject to compliance with applicable law, promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of by Purchaser for the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the Offer, and from time to time thereafter, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of Directors such the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares beneficially owned of record by Parent and each or its affiliates bears to the total number of its direct or indirect SubsidiariesShares then outstanding. In furtherance thereof, the The Company shall, upon request of Merger SubParent, use its reasonable efforts promptly take all actions necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Boardelected, and in furtherance thereofincluding, to the extent if necessary, increase increasing the size of the Company Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect (to the foregoing provision. At such timeextent permitted by the Company's Certificate of Incorporation and By-laws) and/or seeking the resignations of one or more existing directors, provided, however, that prior to the Effective Time (as defined in Section Section 2.2), the Company Board shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall all times have at least two directors members who are directors members of the Company Board on the date of this Agreement and who are not neither officers of the Company or any of its subsidiaries, or officers or directors of Purchaser or any of its affiliates (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if . If the number of Independent Directors shall be is reduced below two for any reason whatsoever (or if immediately following Consummation of prior to the Offer there are not at least two then-existing directors of Effective Time, the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons a person to fill such vacancyvacancy who shall not be an officer or affiliate of the Company or any of its subsidiaries or an officer, director, or affiliate of Parent or any of its subsidiaries, and such designated Qualified Person person shall be deemed to be an Independent Director for all purposes of this Agreement, or if . If no Independent Directors then remain, the other directors of the Company on the date hereof shall be required to designate two Qualified Persons persons to fill such vacanciesvacancies who shall not be officers or affiliates of the Company or any of its subsidiaries, or officers, directors or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Independent Directors for all purposes of this Agreement.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis for any Shares pursuant to this Agreement by Parent or any of its direct or indirect Subsidiaries pursuant to subsidiaries which represents at least a majority of the Offeroutstanding Shares (on a fully diluted basis), Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, 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 of the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the percentage number of its designees on Shares so accepted for payment bears to the Board shall equal the percentage total number of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect SubsidiariesShares then outstanding. In furtherance thereof, the Company shall, upon request of Merger Subthe Purchaser, use its reasonable best efforts promptly either to cause increase the size of its Board of Directors or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, shall take all actions available to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts Company to obtain the resignation of such number of its current directors as is necessary cause Parent's designees to give effect to the foregoing provisionbe so elected. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to also cause the Persons persons 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 (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary (as defined in Section 3.1) of the Company and (iii) each committee (or similar body) of each such board. Notwithstanding the foregoing, after such purchase and payment until the Effective TimeTime (as defined in Section 1.5 hereof), the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement use all reasonable efforts to have at least two Independent members of the Board of Directors result who are neither officers of Parent nor designees, shareholders or affiliates of Parent and Parent and Purchaser shall take no action to prevent or inhibit the foregoing. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3(a), including mailing to shareholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees constituting less than a majority of to be elected to the Company's Board of Directors unless Directors. Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if or the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of Purchaser will supply the Company who (1any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are Qualified Persons (as defined below) in addition to and (2) are willing to serve as Independent Directors), then shall not limit any rights which the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the CompanyPurchaser, Parent or any of their respective Subsidiaries (any such person being referred to herein affiliates may have as a "Qualified Person"), willing holder or beneficial owner of Shares as a matter of law with respect to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person the election of directors or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementotherwise.

Directors. (a) Promptly upon the purchase by Purchaser pursuant to the Offer or otherwise of and payment for, and such number of Shares as long as Parent directly or indirectly owns, not less than represents at least a majority of the issued outstanding Shares, and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant from time to the Offertime thereafter, Parent Purchaser shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that of the percentage of its designees Company as will give Purchaser representation on the Board shall of Directors of the Company equal to the product of the number of directors on the Board of Directors of the Company and the percentage that such number of Shares so purchased bears to the outstanding shares number of Company Common Stock owned of record by Parent Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subby Purchaser, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors of the Company or use its reasonable best efforts to obtain secure the resignation resignations of such number of its current directors as is necessary to give effect provide Purchaser with such level of representation and shall cause Purchaser's designees to the foregoing provisionbe so elected. At such time, the The Company shall also, upon the request of Parent, will also use its reasonable best efforts to cause the Persons persons designated by Parent Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's entire Board of Directors of the Company to be on (i) each committee of the Company's Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors and (ii) each Board of the Company on the date Directors and each committee thereof of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation subject to Section 14(f) of the Offer there are not at least two then-existing directors Exchange Act and Rule 14f-1 promulgated thereunder and applicable law. At the request of Purchaser, the Company shall take all actions necessary to effect any such election or appointment of Purchaser's designees, including mailing to its stockholders the information required by Section 14(f) of the Company who (1) are Qualified Persons (as defined below) Exchange Act and (2) are willing to serve as Independent Directors)Rule 14f-l promulgated thereunder which, then the number of Independent Directors required hereunder unless Purchaser otherwise elects, shall be one, unless so mailed together with the remaining Independent Director is able Schedule 14D-9. Parent and Purchaser will supply to identify a person, who is not an officer or Affiliate of the Company, Parent or any of Company all information with respect to themselves and their respective Subsidiaries (any officers, directors and affiliates required by such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, Section and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this AgreementRule.

Directors. (a) Promptly upon the purchase of first acceptance for payment of, and payment by Sub for, and as long as Parent directly or indirectly owns, not less than an aggregate amount of Shares that represents at least a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the Offer, Parent shall be entitled to designate for appointment or election to such number of directors on the Company's then existing Company Board of DirectorsDirectors as will give Parent, upon written notice subject to compliance with Section 14(f) of the CompanyExchange Act, such representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, which is the product of (x) the total number of directors on the Company Board of Directors such that (giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage that (I) such number of its designees on Shares so accepted for payment and paid for by Sub plus the Board shall equal number of Shares otherwise owned by Parent, Sub or any other subsidiary of Parent bears to (II) the percentage number of the outstanding shares of Company Common Stock owned of record by Parent such Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subat such time, use its reasonable efforts promptly to cause Parent's ’s designees (and any replacement designees to be so elected; provided, however, that in the event that any designee shall no longer be on the Board of Directors) to be so Parent’s designees are appointed or elected to the Company's BoardCompany Board of Directors, and in furtherance thereofuntil the Effective Time, to the extent necessary, increase the size of the Company Board of Directors or use its reasonable efforts to obtain shall have at least three (3) directors who are directors on the resignation date of this Agreement and who are not officers of the Company (the “Independent Directors”); and provided, further, that, in such event, if the number of its current Independent Directors shall be reduced below three (3) for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there shall be only one remaining) 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 Independent Directors then remain, the other directors as is necessary shall designate three persons to give effect fill such vacancies who are not officers or affiliates of the Company, Parent or Sub, and such persons shall be deemed to the foregoing provisionbe Independent Directors for purposes of this Agreement. At such time, the Company shall alsoshall, upon the request of Parent’s request, use its reasonable efforts to also cause the Persons persons elected or designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Company Board of Directors of (i) each committee of the Company's Company Board of Directors, (ii) each board of directors (or similar body) of each of the Company’s Subsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent required by applicable Law or the rules of any stock exchange on which the Shares are listed. Notwithstanding Subject to applicable Law, the Company shall take all action reasonably requested by Parent to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, until the Effective TimeCompany shall promptly, at the option of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors, or both, as is necessary to enable Sub’s designees to be elected or appointed to the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementprovided above.

Directors. (a) Promptly Effective upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority satisfaction of the issued Minimum Condition and outstanding the acceptance for payment of any shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board Company’s board of Directors such directors that equals the percentage product of its designees (i) the total number of directors on the Board shall equal Company’s board of directors (giving effect to the percentage election of any additional directors pursuant to this Section) and (ii) a fraction whose numerator is the outstanding aggregate number of shares of Company Common Stock the beneficially owned of record by Parent or Acquisition Sub (including shares of Company Common Stock accepted for payment pursuant to the Offer), and each whose denominator is the total number of its direct or indirect Subsidiaries. In furtherance thereofshares of Company Common Stock then outstanding, and the Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's ’s designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's Board’s board of directors, including increasing the number of directors, and in furtherance thereof, to the extent necessary, increase the size seeking and accepting resignations of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisionincumbent directors. At such time, to the extent requested by Parent, the Company shall also, upon the request of Parent, will also use its reasonable best efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (number of members, rounded up to the next whole number, on (i) as is on the Company's Board of Directors of each committee of the Company's Board ’s board of Directorsdirectors and (ii) each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as individuals designated by Parent represent on the board of directors of the Company. Notwithstanding the foregoing, until the Effective Timeprovisions of this Section 1.3, the Board of Directors of the Company parties hereto shall have use their respective commercially reasonable efforts to cause at least two directors of the members of the Company’s board of directors, at all times prior to the Effective Time (as hereinafter defined), to be individuals who are were directors of the Company and were not officers or employees of the Company or any of its Subsidiaries on the date of this Agreement and who are not officers of the Company hereof (the "Independent “Continuing Directors"”); provided, however, that (x) notwithstanding if at any time prior to the foregoingEffective Time there shall be in office only one Continuing Director for any reason, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board ’s board of Directors unless Parent directors shall have failed to designate cause a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, person who is not an officer or Affiliate employee of the Company, Parent Company or any of their respective its Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such designated by the remaining Independent Continuing Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, vacancy (and such designated Qualified Person person shall be deemed to be an Independent a Continuing Director for all purposes of this Agreement), or and if at any time prior to the Effective Time no Independent Continuing Directors then remain, the other directors of the Company then in office shall be required use reasonable efforts to designate two Qualified Persons persons to fill such vacanciesvacancies who are not officers or employees or affiliates of the Company, its Subsidiaries, Parent or Acquisition Sub or any of their respective affiliates (and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement).

Directors. (a) Promptly Effective upon the purchase acceptance for payment of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that equals the percentage product of its designees on (i) the Board shall equal the percentage total number of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be directors on the Board of DirectorsDirectors (giving effect to the election of any additional directors pursuant to this Section 1.03) and (ii) the percentage that the number of Shares beneficially owned by Parent and its Affiliates (including Shares accepted for payment) bears to the total number of Shares outstanding, and the Company shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be so elected or appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain Directors, including increasing the resignation of such number of its current directors as is necessary to give effect to the foregoing provisionand seeking and accepting resignations of incumbent directors. At such time, the Company shall also, upon the request of Parent, also use its reasonable best efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (number of members, rounded up to the next whole number, on (A) as is on the Company's Board of Directors of each committee of the Company's Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall have at least two directors who are directors of the Company on the date of this Agreement all times include, and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any of their respective Subsidiaries remaining Continuing Directors (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent or Continuing Director, in which case such remaining Independent Director if there shall be only one remaining) shall be entitled to designate any such Qualified Person or Persons a person to fill such vacancyvacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and such designated Qualified Person who shall be deemed to be an Independent a Continuing Director for all purposes of this Agreement, or or, if no Independent Continuing Directors then remain, the other directors shall be required to designate two Qualified Persons three persons to fill such vacanciesvacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis for Shares by Parent or any of its direct or indirect Subsidiaries pursuant subsidiaries which represent at least a majority of the outstanding Shares (on a fully diluted basis), and from time to time thereafter, the Offer, Parent Purchaser shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of Directors the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees on Shares beneficially owned by the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Purchaser, Parent and each any of its direct or indirect Subsidiariestheir affiliates bears to the total number of Shares then outstanding (such number being the "Board Percentage"). In furtherance thereof, the The Company shall, upon request of Merger Subthe Purchaser, use its reasonable efforts promptly to cause ParentPurchaser's designees (and any replacement designees in the event that any designee shall no longer be on to satisfy the Board of Directors) to be so appointed or elected to the Company's BoardPercentage, and in furtherance thereof, to the extent necessary, increase including without limitation increasing the size of the Company Board of Directors or use its reasonable efforts to obtain the resignation and securing resignations of such number of its current incumbent directors as is necessary to give effect enable Parent's designees to be so elected to the foregoing provision. At such timeCompany Board, the Company and shall also, upon the request of cause Parent, use its reasonable efforts 's designees to cause the Persons 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 Directorsbe so elected. Notwithstanding the foregoing, until the Effective TimeTime (as defined in Section 1.5 hereof), the Board of Directors Company shall retain as members of the Company shall have Board at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company hereof (the "Independent DirectorsCompany Designees"); provided, howeverthat subsequent to the purchase of and payment for Shares pursuant to the Offer, that (x) notwithstanding the foregoing, in no event Parent shall the requirement to always have its designees represent at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's entire Company Board. If at any time prior to the Effective Time there are less than two Company Designees on the Company Board, Parent, Purchaser and the Company shall either (i) use their reasonable efforts to appoint successors who are not affiliated with Parent or the Purchaser or (ii) permit the resigning Company Designee to appoint his or her successors in his or her reasonable discretion. The Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the Company Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (yi) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors each Committee of the Company who Board, (1ii) are Qualified Persons each board of directors of each Subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. The Company's obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or the Purchaser will supply the Company any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. Upon receipt of such information from Parent or the Purchaser, the Company shall include in the Schedule 14D-9 (as defined belowan annex or otherwise) the information required by Section 14(f) and (2) are willing Rule 14f-1 as is necessary to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed enable Parent's designees to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, elected to the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this AgreementCompany Board.

Directors. (a) Promptly Subject to compliance with applicable law, promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of by the issued and outstanding Purchaser for shares of Company Common Stock which represent at least a majority of the Company Common Stock (on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries basis) pursuant to the OfferOffer and from time to time thereafter, Parent Crane shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that of the percentage Company as is equal to the product of its designees the total number of directors on the Board shall equal of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of the outstanding shares of Company Common Stock beneficially owned by Crane or its affiliates bears to the total number of record by Parent shares of Company Common Stock outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger SubCrane, use its reasonable efforts promptly take all actions (but specifically excluding the calling of a shareholders meeting) necessary to cause ParentCrane's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to elected, including, if necessary, amending the Company's Board, and in furtherance thereof, By-laws of the Company to the extent necessary, increase the size of permitted to be amended by the Board of Directors and seeking the resignations of one or use its reasonable efforts more existing directors; provided, however, that prior to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall always have at least not less than two directors members who are directors of the Company on the date of this Agreement and who are not officers of the Company hereof (the "Independent Current Directors"); provided, however, that (x) notwithstanding the foregoingand, in no event shall the requirement Crane's sole discretion, up to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if five Current Directors. If the number of Independent Current Directors shall be is reduced prior to the Effective Time below two for any reason whatsoever (the number of Current Directors so specified by Crane due to the death or if immediately following Consummation resignation of one or more of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Current Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, director or directors who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director are Current Directors shall be entitled to designate any such Qualified Person designate, by majority action of the remaining Current Directors or Persons action of the sole remaining Current Director, one or more persons, as the case may be, that has not been designated by, and is not an Affiliate of, Crane to fill such vacancy, vacancy or vacancies and such designated Qualified Person who shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Current Directors for all purposes of this Agreement.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than for any Shares by Purchaser pursuant to the Amended Offer which represent at least a majority of the issued and outstanding shares of Company Common Stock Shares (on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant basis) and from time to the Offertime thereafter, Parent Praxair and Purchaser shall be entitled to designate for appointment or election members of the Board such that Praxair and Purchaser, subject to compliance with Section 14(f) of the Company's then existing Board of DirectorsExchange Act, upon written notice to the Company, such will have a number of directorsrepresentatives on the Board, rounded up to the next whole number, equal to the product of (x) the total number of directors on the Board of Directors such that the percentage of its designees on the Board shall equal multiplied by (y) the percentage of the outstanding shares Shares beneficially owned by Purchaser or its affiliates; provided, that, any action to be taken prior to the Effective Time (as defined in Section 2.3 hereof) by the Board with respect to this Agreement shall be approved by a majority of Company Common Stock owned those directors of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons who have not been 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 DirectorsPraxair or Purchaser. Notwithstanding the foregoing, until the Effective Time, the Company and Praxair shall use all reasonable efforts to retain as members of Company's Board of Directors of the Company shall have at least two directors who at the time are directors of the Company on the date of this Agreement and who are not neither officers of Praxair or the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries affiliates), nor designees of Purchaser (or any such person being referred to herein as a of its affiliates), nor shareholders or affiliates of Purchaser (or any respective affiliate) (the "Qualified PersonDisinterested Directors"). The Company shall, willing upon request by Praxair or Purchaser, promptly increase the size of the Board to serve the extent permitted by the Company's Restated Certificate of Incorporation (the "Company Charter") and, to the extent required to comply with this Section 1.3, secure the resignations of such number of directors as an Independent Director, in which case such remaining Independent Director shall be entitled is necessary to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed enable Praxair's designees to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, elected to the other directors Board and shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed cause Praxair's designees to be Independent Directors for purposes of this Agreementso elected.

Directors. (a) Promptly upon the purchase of acceptance for payment of, and payment for, and as long as Parent directly or indirectly owns, not less than Shares constituting a majority of the issued and then outstanding shares of Company Common Stock on a fully diluted basis Shares by Parent Purchaser or any of its direct or indirect Subsidiaries Merger Sub, as applicable, pursuant to the Offer, Parent Purchaser from time to time shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company as will give Purchaser or Merger Sub, as applicable, subject to compliance with Section 14(f) of the Exchange Act, that percentage of the total number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this Section) equal to the percentage of then outstanding Shares owned by Purchaser or Merger Sub (provided that such percentage of the total number of directors shall not be less than a majority of the Board of Directors of the Company), and the Company shall, at such time, cause Purchaser's or Merger Sub's designees, as applicable, to be so elected by its existing Board of Directors; provided, however, that in the event that such -------- ------- designees are elected to the Board of Directors of the Company, until the Effective Time such Board of Directors shall have at least two directors who are directors of the Company on the date of this Agreement and who are not neither officers of the Company nor affiliates of Purchaser or Merger Sub (the "Independent Directors"); provided, however, and provided further that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)reasons whatsoever, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify shall designate a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person vacancy who shall be deemed to be an Independent Director for purposes of this AgreementAgreement or, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons persons to fill such vacanciesvacancies who shall not be officers or affiliates of the Company or officers or affiliates of Purchaser or any of its Subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Promptly upon the purchase of and payment forby Sub for any Shares accepted by Sub for payment pursuant to the Offer at the Acceptance Time, and as long as Parent directly or indirectly owns, not less than which Shares represent at least a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the Offer, Parent shall be entitled to designate for appointment or election to such number of directors on the Company's then existing Company Board of DirectorsDirectors as will give Parent, upon written notice subject to compliance with Section 14(f) of the CompanyExchange Act, such representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, which is the product of (x) the total number of directors on the Company Board of Directors such that (giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage that (I) such number of its designees on Shares so accepted for payment and paid for by Sub plus the Board shall equal number of Shares otherwise owned by Parent, Sub or any other subsidiary of Parent bears to (II) the percentage number of the outstanding shares of Company Common Stock owned of record by Parent such Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subat such time, use its reasonable efforts promptly to cause Parent's ’s designees (and any replacement designees to be so elected; provided, however, that in the event that any designee shall no longer be on the Board of Directors) to be so Parent’s designees are appointed or elected to the Company's BoardCompany Board of Directors, and in furtherance thereofuntil the Effective Time, to the extent necessary, increase the size of the Company Board of Directors or use its reasonable efforts to obtain shall have at least three (3) directors who are directors on the resignation date of this Agreement and who are not officers of the Company (the “Independent Directors”); and provided, further, that, in such event, if the number of its current Independent Directors shall be reduced below three (3) for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there shall be only one remaining) 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 Independent Directors then remain, the other directors as is necessary shall designate three persons to give effect fill such vacancies who are not officers or affiliates of the Company, Parent or Sub, and such persons shall be deemed to the foregoing provisionbe Independent Directors for purposes of this Agreement. At such time, the Company shall alsoshall, upon the request of Parent’s request, use its reasonable efforts to also cause the Persons persons elected or designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Company Board of Directors of (i) each committee of the Company's Company Board of Directors, (ii) each board of directors (or similar body) of each of the Company’s Subsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent required by applicable Law or the rules of any stock exchange on which the Shares are listed. Notwithstanding Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, until the Effective TimeCompany shall promptly, at the option of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors, or both, as is necessary to enable Sub’s designees to be elected or appointed to the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementprovided above.

Directors. (a) Promptly upon the purchase of acceptance for payment and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis for any Shares by Parent or any of its direct or indirect Subsidiaries Sub pursuant to the Offer, Parent shall be entitled entitled, to the fullest extent permitted by law, to designate for appointment or election at its option up to the Company's then existing Board of Directors, upon written notice to the Company, such that number of directors, rounded up to the next nearest whole number, of the Board of Directors of the Company, subject to compliance with Section 14(f) of the Exchange Act and Rule 4350 of the NASD Manual, as will give Parent representation on the Board of Directors such that of the percentage Company equal to the product of its designees the total number of directors on the Board shall equal of Directors of the Company (giving effect to the directors appointed or elected pursuant to this sentence) multiplied by the percentage that the aggregate number of the outstanding shares of Company Common Stock Shares beneficially owned of record by Parent or any affiliate of Parent (including for purposes of this Section 6.3 such Shares as are accepted for payment and each paid for pursuant to the Offer) bears to the number of its direct or indirect SubsidiariesShares then outstanding. In furtherance thereof, concurrently with such acceptance for payment and payment for such Shares, the Company shall, upon request of Merger Sub, use its reasonable efforts shall promptly take all actions necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer to be on elected or appointed to the Board of Directors) to be so appointed or elected to Directors of the Company's BoardCompany in accordance with the terms of this Section 6.3, and in furtherance thereof, to the extent necessary, increase including increasing the size of the Board of Directors or use its reasonable efforts to obtain of the resignation Company and/or securing the resignations of such number of its current directors as is necessary to give effect enable Parent's designees to be elected to the foregoing provisionBoard of Directors of the Company in accordance with the terms of this Section 6.3. At such time, the Company shall alsoalso cause, upon the request of if requested by Parent, use its reasonable efforts (a) each committee of the Board of Directors of the Company, (b) the board of directors of each of the Subsidiaries and (c) each committee of such Subsidiaries' board, to cause the Persons include persons designated by Parent constituting up 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 such committee of the Companyor board as Parent's Board of Directors. Notwithstanding the foregoing, until the Effective Time, designees constitute on the Board of Directors of the Company Company. Notwithstanding the foregoing, in the event that Parent's designees are appointed or elected to the Board of Directors of the Company, such Board of Directors shall have until the Effective Time at least two three directors who are directors of the Company on the date of this Agreement hereof and who are not neither officers of the Company nor designees, affiliates or associates (within the meaning of the federal securities laws) of Parent (three or more of such directors, the "Independent Directors"); provided, however, that (x) notwithstanding the foregoingin such event, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two three for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)whatsoever, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify Director(s) shall designate a person, who is not an officer person or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons persons to fill such vacancyvacancy or vacancies, and such designated Qualified Person each of whom shall be deemed determined to be an and Independent Director for purposes of this Agreement; provided, or further, that if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons three persons to fill such vacanciesthe vacancies who shall be neither an officer, designee, Affiliate or associate (as defined in Rule 12b-2 under the Exchange Act) of the Company nor an officer, designee, Affiliate or associate of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary to effect any such election or appointment, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). Parent will supply the Company any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. Notwithstanding anything in this Agreement to the contrary, following the time directors designated by Parent constitute a majority of the Board of Directors of the Company and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required to (i) amend or terminate this Agreement on behalf of the Company, (ii) exercise or waive any of the Company's rights or remedies hereunder or (iii) to the extent a decision of the Company, extend the time for performance of Parent's or Sub's obligations hereunder, and such affirmative majority vote shall be sufficient to take any such action.

Directors. (a) Promptly Effective upon the purchase consummation of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall shall, subject to Section 1.3(c), be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board that equals the product of Directors such (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) and (ii) the percentage that the percentage number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares owned of record by Parent or Merger Sub (including Shares accepted for payment in connection with the Offer) bears to the total number of Shares then outstanding, and each the Company shall take all action necessary to cause Parent’s designees to be elected or appointed to the Company Board, including increasing the number of its direct directors, or indirect Subsidiaries. In furtherance thereofseeking and accepting resignations of incumbent directors, or both; provided that, prior to the Effective Time, the Company shall, upon request Board shall always have at least two (2) Continuing Directors (as defined below). If the number of Merger Sub, use its reasonable efforts promptly Continuing Directors is reduced to cause Parent's designees less than two (and 2) for any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected reason prior to the Company's BoardEffective Time, the remaining and in furtherance thereof, departing Continuing Directors shall be entitled to designate a person to fill the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisionvacancy. At such timetimes, the Company shall also, upon the request of Parent, will use its commercially reasonable efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is such individuals represent on the Company's Company Board of Directors of (x) each committee of the Company's Board Company Board, (y) each board of Directorsdirectors of each subsidiary and (z) each committee of each such board. Notwithstanding anything in this Agreement to the foregoingcontrary, until in the event that Parent’s designees are elected to the Company Board prior to the Effective Time, the Board of Directors unanimous affirmative vote of the Continuing Directors shall be required for the Company shall have at least two directors who are directors to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) waive any of the Company’s rights, benefits or remedies hereunder, (c) extend the time for performance of Parent’s and Merger Sub’s respective obligations hereunder, or (d) approve any other action by the Company on which is reasonably likely to adversely affect the date interests of this Agreement and who are not officers the shareholders of the Company (other than Parent, Merger Sub and their Affiliates (other than the "Independent Directors"Company and its Subsidiaries); provided), however, that (x) notwithstanding with respect to the foregoingtransactions contemplated by this Agreement. In addition, in no the event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement.approval of

Directors. (a) Promptly Subject to applicable Law and Nasdaq rules applicable to the Company, promptly upon the purchase of acceptance for payment of, and payment by Merger Sub for, any shares of Company Common Stock pursuant to the Offer, and as long as Parent directly or indirectly owns, beneficially owns not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the OfferStock, Parent Merger Sub shall be entitled to designate for appointment or election such number of directors on the Company Board as will give Merger Sub representation on the Company Board equal to the Company's then existing Board of Directors, upon written notice to the Company, such at least that number of directors, rounded up to the next whole number, that is the product of (a) the total number of directors on the Company Board of Directors such that (giving effect to the directors elected pursuant to this sentence) multiplied by (b) the percentage that (i) the number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned by Merger Sub or any other subsidiary of record by Parent bears to (ii) the total number of shares of Company Common Stock that are issued and each of its direct or indirect Subsidiaries. In furtherance thereofoutstanding, and the Company shall, upon request of Merger Subat such time, use its reasonable best efforts promptly to cause Parent's Merger Sub’s designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisionelected. At such time, the The Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons such persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's ’s Board of Directors of (i) each committee of the Company's ’s Board of Directors. Notwithstanding , subject to compliance with applicable securities Laws and the foregoingNasdaq rules, and (ii) each board of directors (or similar body) of each Company Subsidiary and each committee of such board (or similar body); provided, however, that in the event that Merger Sub’s designees are appointed or elected to the Company Board, until the Effective Time, the Board of Directors of Time the Company Board shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company or any Company Subsidiary (the "“Independent Directors"”); provided, however, that (x) notwithstanding the foregoingand provided further that, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of whatsoever, the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons a person to fill such vacancy, and such designated Qualified Person vacancy who shall be deemed to be an Independent Director for purposes of this AgreementAgreement or, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons three persons to fill such vacanciesvacancies who are not officers, stockholders or affiliates of the Company, any Company Subsidiary, Parent or Merger Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. In connection with the foregoing, the Company shall promptly, at the option of Merger Sub, use its commercially reasonable efforts to either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board as provided above.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Purchaser for Shares pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, 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 of the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees on Shares beneficially owned by Purchaser, Parent and any of their affiliates (as defined in Rule 12b-2 under the Board shall equal Exchange Act) bears to the percentage total number of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiariesthen outstanding. In furtherance thereof, the The Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's designees (and any replacement designees in to be elected or appointed to the event that any designee shall no longer be on the Company's Board of Directors) Directors and to secure the resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be so appointed or elected to the Company's Board, and in furtherance thereof, shall cause Parent's designees to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is be so elected. The Company will take all action necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is such individuals represent on the Company's Board of Directors of on each committee of the Company's Board Board, to the extent permitted by the National Association of DirectorsSecurities Dealers (the "NASD") rules. Notwithstanding the foregoing, until the Effective TimeTime (as defined in Section 1.5 hereof), the Company shall retain as members of its Board of Directors of the Company shall have at least two (2) directors who that are directors of the Company on the date of this Agreement and who are not officers of the Company hereof (the "Independent DirectorsCompany Designees"), and Parent and Purchaser shall not vote their shares of Company Common Stock, or take any action, in each case inconsistent with this provision; provided, howeverPROVIDED, that (x) notwithstanding subsequent to the foregoingpurchase of and payment for Shares pursuant to the Offer, in no event Parent shall the requirement to always have its designees represent at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's entire Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Promptly Subject to compliance with applicable law, promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of for any Shares by the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Purchaser pursuant to the Offer, and from time to time thereafter as Shares are acquired by the Purchaser, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board of Directors as is equal to the product of the total number of directors on such Board (determined after giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees on Shares which the Board shall equal the percentage Purchaser or any affiliate of the outstanding shares Purchaser owns beneficially (excluding any unexercised portion of Company Common Stock owned the options granted under the Option Agreement or the Shareholders Agreement) bears to the total number of record by Shares then outstanding, provided, however, that in the event the Purchaser accepts Shares for payment and the Minimum Condition is not satisfied, Parent and each of its direct or indirect Subsidiariesshall not be entitled to designate more than two (2) directors. In furtherance thereof, subject to Parent having theretofore provided the Company with the information with respect to Parent's designees required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, the Company shall, upon the request of Merger SubParent, use promptly secure the resignations of such number of its reasonable efforts promptly incumbent directors as is necessary to enable Parent's designees to be elected to the Company Board of Directors and shall take all actions available to the Company to cause Parent's designees (and any replacement designees to be so elected. In furtherance of the foregoing, in the event that any designee the Company is unable to secure a sufficient number of resignations of its incumbent directors in accordance with the immediately preceding sentence, the Company shall no longer be on use its best efforts promptly to increase the size of the Company Board of Directors as is necessary to enable the number of Parent's designees computed in accordance with the first sentence of this Section 1.3(a) (after taking into account the increase in the size of the Company Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Company Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect and shall take all actions available to the foregoing provisionCompany to cause Parent's designees to be so elected. At such time, the Company shall alsoshall, upon the request of if requested by Parent, use its reasonable efforts to also cause the Persons persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Company Board of Directors of (i) each committee of the Company's Company Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board (ii) each board of Directors directors (or similar body) of each Subsidiary (as hereinafter defined) of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (yiii) if the number of Independent Directors shall be reduced below two for any reason whatsoever each committee (or if immediately following Consummation similar body) of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any each such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementboard.

Directors. (a) Promptly upon the purchase of acceptance for payment of, and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis Shares by Parent or any of its direct or indirect Subsidiaries Sub pursuant to the Offer, Parent Sub shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, directors on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, a majority of such directors, and the Company shall, at such time, cause Sub's designees to be so elected by its existing Board of Directors; provided, however, that in the event that Sub's designees are elected to the Board of Directors of the Company, until the Effective Time such Board of Directors shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoingand provided further that, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)whatsoever, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify shall designate a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person vacancy who shall be deemed to be an Independent Director for purposes of this AgreementAgreement or, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons persons to fill such vacanciesvacancies who shall not be officers or affiliates of the Company, or officers or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its shareholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company will promptly, at the option of Parent, either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to, and to constitute a majority of the Company's Board of Directors as provided above.

Directors. (a) Promptly upon the purchase Consummation of and payment forthe Offer, and as long as the Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by the Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, the Parent shall be entitled to designate for appointment or election to the Company's then existing Board of DirectorsCompany Board, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board of Directors such that the percentage of its designees on the Company Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by the Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subthe Purchaser, use its reasonable efforts promptly to cause the Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of DirectorsCompany Board) to be so appointed or elected to the Company's Company Board, and in furtherance thereof, to the extent necessary, increase the size of the Company Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parentthe Purchaser, use its reasonable efforts to cause the Persons designated by the Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Company Board of Directors of (i) each committee of the Company's Board Company Board, (ii) each board of Directorsdirectors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. Notwithstanding the foregoing, until the Effective Time, the Company Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company or any of its Subsidiaries (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in the Parent's designees constituting less than a majority of the Company's Company Board of Directors unless the Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, the Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors Directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Common Shares pursuant to the OfferOffer (and provided that the Minimum Condition has been satisfied), Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that of the percentage Company as will give Parent, subject to compliance with Section 14(f) of its designees the Securities Exchange Act, representation on the Board shall of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors appointed or elected pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Common Shares beneficially owned by Parent or any affiliate of Parent (including for purposes of this Section 1.3 such Common Shares as are accepted for payment pursuant to the Offer, but excluding Common Shares held by the Company) bears to the number of Common Shares outstanding. At such time, if requested by Parent, the Company will also cause each committee of the outstanding shares Board of Directors of the Company Common Stock owned of record to include persons designated by Parent and constituting the same percentage of each such committee as Parent's designees are of its direct or indirect Subsidiariesthe Board of Directors of the Company. In furtherance thereof, the The Company shall, upon request of Merger Subby Parent, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors of the Company or use its exercise reasonable best efforts to obtain secure the resignation resignations of such number of its current directors as is necessary to give effect enable Parent's designees to be elected to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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 the Company in accordance with the terms of this Section 1.3 and to cause Parent's designees so to be elected; provided, however, that, in the event that Parent's designees are elected to the Board of Directors of the Company's Board of Directors. Notwithstanding the foregoing, until the Effective Time, Time (as hereinafter defined) the Board of Directors of the Company shall have at least two directors who are directors on the date hereof, one of whom will be Xxxxxx X. Xxxxxx and one of whom will be a director who is neither an officer of the Company on nor a designee, shareholder, affiliate or associate (within the date of this Agreement and who are not officers meaning of the Company federal securities laws) of Parent (such directors, the "Independent Directors"); provided. Subject to applicable law, howeverthe Company shall promptly take all action necessary pursuant to Section 14(f) of the Securities Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to shareholders promptly after the commencement of the Offer (or in an amendment thereof or an information statement pursuant to Rule 14f-1 if Parent has not theretofore designated directors) the information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3. Parent will supply the Company, that (xand be solely responsible for, any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) notwithstanding and Rule 14f-1. Notwithstanding anything in this Agreement to the foregoingcontrary, subsequent to the election of the directors designated by Parent referred to in no event shall the requirement first sentence of this Section 1.3 to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed and prior to designate a sufficient number the Effective Time, the unanimous vote of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever required to (i) amend or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate terminate this Agreement on behalf of the Company, Parent (ii) exercise or waive any of their respective Subsidiaries the Company's rights or remedies hereunder, (iii) extend the time for performance of Parent's obligations hereunder, (iv) take any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, other action by the Company in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed connection with this Agreement required to be an Independent Director for purposes taken by the Board of this AgreementDirectors of the Company, or if no Independent Directors then remain(v) amend the Company's Restated Articles of Incorporation or the Company's Restated Bylaws, each as in effect on the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes date of this Agreement.

Directors. 75. Subject to article 94, the number of Directors shall not be less than two (the “prescribed minimum”) nor more than thirteen and shall be determined by the Board (the “Authorised Number”). The continuing Directors may act notwithstanding any vacancy in their body provided that, if the number of the Directors is reduced below the prescribed minimum, the remaining Director or Directors shall appoint forthwith an additional Director or additional Directors so that the Board comprises such minimum or shall convene a general meeting of the Company for the purpose of making such appointment. If, at any general meeting of the Company, (a) Promptly upon the purchase Chairman determines that the number of persons properly nominated to serve as Directors exceeds the Authorised Number and payment for, and (b) the number of Directors is reduced below the Authorised Number due to the failure of one or more Directors to be elected or re-elected (as long as Parent directly or indirectly owns, not less than the case may be) by way of a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent votes cast at that meeting or any adjournment thereof, then from the persons properly nominated to serve as Directors those receiving the highest number of its direct votes in favour of election or indirect Subsidiaries pursuant re-election (as the case may be) shall be elected or re-elected (as the case may be) to the Offer, Parent Board so that the number of Directors equals the Authorised Number and shall be entitled Directors until the next annual general meeting. Where the number of Directors falls to designate less than the Authorised Number and there are no Director or Directors capable of acting then any two members may summon a general meeting for appointment or election the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to the Company's then existing Board provisions of Directorsthe Acts and these articles) only until the conclusion of the annual general meeting of the Company next following such appointment. If, upon written notice to at any meeting of the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record resolutions are passed by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board votes cast at that meeting or any adjournment thereof in respect of the election or re-election (as the case may be) of Directors unless Parent shall have failed to designate a sufficient which would result in the Authorised Number being exceeded, then those Director(s), in such number as exceeds such Authorised Number, receiving at that meeting the lowest number of Persons to constitute at least votes in favour of election or re-election (as the case may be) shall, notwithstanding the passing of any resolution by a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are votes cast at that meeting or any adjournment thereof in their favour, not at least two thenbe elected or re-existing directors of the Company who (1) are Qualified Persons elected (as defined belowthe case may be) and (2) are willing to serve as Independent Directors)the Board; provided, then that nothing in this provision will require or result in the number removal of Independent Directors required hereunder shall be one, unless a Director whose election or re-election to the remaining Independent Director is able to identify a person, who is Board was not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any voted on at such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementmeeting.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall be entitled to elect or designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board of Directors such as is equal to the product of the total number of directors on the Company Board of Directors (after giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied at the time of calculation by the percentage that the percentage aggregate number of Shares beneficially owned by Acquisition Sub, Parent and any of their affiliates bears to the total number of Shares then outstanding. The Directors so designated by Parent shall take office immediately after (1) the purchase of any Shares by Parent or any of its designees on the Board shall equal the percentage Subsidiaries as a result of which Parent and its Subsidiaries owns, beneficially, along (i) with any Shares beneficially owned by Parent or its Affiliates as of the date of this Agreement, or (ii) purchasable pursuant to the Stock Purchase Agreement, at least a majority of the then outstanding shares Shares, and (2) compliance with Section 14(f) of Company Common Stock owned of record by Parent the Exchange Act and each of its direct or indirect Subsidiaries. In furtherance thereofRule 14f-1 promulgated thereunder, whichever shall occur later; the date on which such Directors take office may be referred to hereinafter as the "Changeover Time." The Company shall, upon request of Merger SubParent's request, use its reasonable best efforts either to promptly increase the size of the Company Board of Directors, including by amending the Bylaws of the Company if necessary so as to increase the size of the Company Board of Directors, or promptly secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected or designated to the Company's Board of Directors, and shall take all actions necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed elected or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of designated at such number of its current directors as is necessary to give effect to the foregoing provisiontime. At such time, the Company shall alsoshall, upon the request of Parent's request, use its reasonable efforts to also cause the Persons persons elected or designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Company Board of Directors of (1) each committee of the Company's Company Board of Directors, (2) each board of directors (or similar body) of each Company Subsidiary, and (3) each committee (or similar body) of each such board, in each case only to the extent permitted by applicable law or the rules of any stock exchange or trading market on which the Company's Common Stock is listed or traded. Notwithstanding The Company's obligations to appoint Parent's designees to the foregoing, until the Effective Time, the Company Board of Directors under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall have at least two directors who are directors promptly upon execution of this Agreement take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including, but not limited to, mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected or designated to the Company on Board of Directors, effective immediately after the purchase of any Shares by Parent or any of its Subsidiaries, as a result of which Parent and its Subsidiaries owns beneficially, along with any Shares beneficially owned by Parent or its Affiliates as of the date of this Agreement and who are not officers of the Company (the "Independent Directors"); providedAgreement, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority of then outstanding Shares. Parent or Acquisition Sub shall supply in a timely manner to the Company, information with respect to either of them and (ytheir nominees, officers, directors and Affiliates to the extent required by Section 14(f) if the number and Rule 14f-1. The provisions of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1this Section 1.3(a) are Qualified Persons (as defined below) in addition to and (2) are willing to serve as Independent Directors), then the number shall not limit any rights that any of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the CompanyAcquisition Sub, Parent or any of their respective Subsidiaries (any such person being referred to herein affiliates may have as a "Qualified Person"), willing holder or beneficial owner of Shares as a matter of law with respect to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person the election of directors or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementotherwise.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company by Merger Sub for Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares purchased pursuant to the OfferOffer (assuming that the Minimum Condition has been met), Parent and from time to time thereafter, Parent, may, but shall not be entitled required to, designate up to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next nearest whole number, on the Company Board as will give Parent representation on the Company Board equal to the product of Directors such the number of directors on the Company Board and the percentage that the percentage number of its designees on Common Shares so purchased bears to the Board shall equal the percentage number of the outstanding shares of Company Common Stock owned of record by Parent Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger SubParent, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Company Board of Directors or use its reasonable best efforts to obtain secure the resignation resignations of such number of its current directors as is necessary to give effect provide Parent with such level of representation and shall cause Parent’s designees to the foregoing provisionbe so elected. At such time, the The Company shall also, upon the request of Parent, will also use its reasonable best efforts to cause the Persons persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's entire Company Board of Directors of to be on (i) each committee of the Company's Company Board (some of Directors. Notwithstanding whom may be required to be independent as required by applicable Laws or the foregoing, until the Effective Time, the Board of Directors rules of the Company shall have at least two directors who are directors NASD relating to the listing of the Company on the date Nasdaq National Market), (ii) the board of directors of each subsidiary of the Company, and (iii) each committee of each such board, in each case only to the extent permitted by applicable Laws. Notwithstanding the provisions of this Agreement and who are not officers Section 5.16, the Company shall use reasonable efforts to ensure that, at all times prior to the Effective Time, at least three of the members of the Company (the "Independent Board are Continuing Directors"); provided, however, that (x1) notwithstanding if at any time prior to the foregoing, in no event Effective Time there shall the requirement to have at least two Independent Directors result in Parent's designees constituting be less than a majority of the Company's Board of three Continuing Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing serving as directors of the Company who for any reason, then the Company Board shall cause an individual or individuals selected by the remaining Continuing Director(s) to be appointed to serve on the Company Board (1) are Qualified Persons (as defined below) and any such individual shall be deemed to be a Continuing Director for all purposes under this Agreement), and (2) are willing if at any time prior to serve as Independent Directors)the Effective Time no Continuing Directors remain on the Company Board, then the number of Independent Directors required hereunder Company Board shall be oneappoint three individuals who are not officers, unless the remaining Independent Director is able to identify a person, who is not an officer employees or Affiliate affiliates of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing Merger Sub to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, on the Company Board (and such designated Qualified Person individuals shall be deemed to be an Independent Director Continuing Directors for all purposes of under this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement).

Directors. (a) Promptly upon the purchase of and payment for, and as long as for any Shares by Parent directly or indirectly owns, not less than Newco pursuant to the Offer (provided the Shares so purchased represent at least a majority of the Shares issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offerbasis), Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next nearest whole number, on the Board as is equal to the product of Directors such that the percentage total number of its designees directors on the Board shall equal (giving effect to the directors designated by Parent pursuant to this sentence and the requirements of Section 1.3(b)) multiplied by the percentage that the number of Shares so accepted for payment bears to the total number of Shares then issued and outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiarieson a fully diluted basis. In furtherance thereofof Parent’s rights under this Section 1.3, the Company shall, upon request of Merger SubParent or Newco’s request, use its all reasonable efforts promptly either to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain secure the resignation resignations of such number of its current directors incumbent directors, or both, as is necessary to give effect enable Parent’s designees to be so elected to the foregoing provisionBoard, and shall take all actions available to the Company to cause Parent’s designees to be so elected. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts and subject to cause the Persons designated by Parent to constitute at least the same percentage (rounded up provisions described below with respect to the next whole number) as is on the Company's Board of Directors of each committee composition of the Company's Board of Directors. Notwithstanding the foregoing, until Audit Committee prior to the Effective Time, the Board of Directors Company shall also cause persons designated by Parent to have appropriate representation on (i) each committee of the Board, (ii) each board of directors (or similar body) of each subsidiary and (iii) each committee (or similar body) of each such board. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3, including mailing to stockholders (as part of the Schedule 14D-9 or otherwise) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected to the Board (provided that Newco shall have at least two directors who are directors of provided to the Company on the date a timely basis all information required to be included with respect to Newco’s designees). The provisions of this Agreement Section 1.3 are in addition to and who are shall not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for limit any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Companyrights which Newco, Parent or any of their respective Subsidiaries (any such person being referred to herein affiliates may have as a "Qualified Person"), willing holder or beneficial owner of Shares as a matter of law with respect to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person the election of directors or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementotherwise.

Directors. (a) Promptly upon the purchase by Purchaser pursuant to the Offer of and payment for, and such number of Shares as long as Parent directly or indirectly owns, not less than represents at least a majority of the issued then-outstanding Shares, and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant from time to the Offertime thereafter, Parent Purchaser shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board as will give Purchaser representation on the Company Board equal to the product of Directors such that (x) the total number of directors on the Company Board (after giving effect to any increase in the number of directors pursuant to this Section 1.4) and (y) the percentage that such number of its designees on Shares so purchased bears to the Board shall equal the percentage total number of the outstanding shares of Company Common Stock owned of record by Parent Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subby Purchaser, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Company Board of Directors or use its reasonable best efforts to obtain secure the resignation resignations of such number of its current directors as is necessary to give effect provide Purchaser with such level of representation and shall cause Purchaser’s designees to the foregoing provisionbe so elected or appointed. At such time, the The Company shall also, upon the request of Parent, also use its reasonable best efforts to cause the Persons individuals designated by Parent Purchaser 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 Board (and of each board of directors and each committee thereof of each wholly-owned Subsidiary of the Company's ) as the percentage of the entire Company Board represented by individuals designated by Purchaser. The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of Directorsthe Exchange Act. Notwithstanding At the foregoingrequest of Purchaser, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors take all actions necessary to effect any such election or appointment of Purchaser’s designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Purchaser will supply to the Company on the date of this Agreement all information with respect to themselves and who are not officers their respective officers, directors and Affiliates required by Section 14(f) of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority Exchange Act and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two thenRule 14f-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementl promulgated thereunder.

Directors. (a) Promptly Effective upon the purchase acceptance for payment by Merger Sub of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the OfferOffer (the "APPOINTMENT TIME"), Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company's Board of Directors such that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the percentage number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares owned of record by Parent or Merger Sub (including Shares accepted for payment) bears to the total number of Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to shall cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's BoardBoard of Directors, including, without limitation, increasing the number of directors, or seeking and in furtherance thereofaccepting resignations of incumbent directors, or both; PROVIDED, HOWEVER, that, prior to the extent necessaryEffective Time, increase the size of the Company's Board of Directors or use its reasonable efforts shall always have at least two members who were directors of the Company prior to obtain consummation of the resignation of such Offer (each, a "CONTINUING DIRECTOR"). If the number of its current directors as Continuing Directors is necessary reduced to give effect fewer than two for any reason prior to the foregoing provision. At such timeEffective Time, the remaining and departing Continuing Directors shall be entitled to designate a person to fill the vacancy. The Company shall also, upon the request of Parent, use its reasonable efforts to will cause the Persons individuals designated by Parent pursuant to this Section 1.3(a) to constitute at least the same percentage (rounded up to the next whole number) as is such individuals represent on the Company's Board of Directors of (x) each committee of the Company's Board of Directors, (y) each board of directors if each Subsidiary (defined in Section 3.5(a) hereof) and (z) each committee of such board. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of anything in this Agreement and who are not officers of to the Company (the "Independent Directors"); providedcontrary, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in if Parent's designees constituting less than a majority of are elected to the Company's Board of Directors unless Parent shall have failed prior to designate a sufficient number the Effective Time, the affirmative vote of Persons to constitute at least a majority and (y) if of the number of Independent Continuing Directors shall be reduced below two required for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who to (1a) are Qualified Persons (as defined below) and (2) are willing amend or terminate this Agreement or agree or consent to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer any amendment or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes termination of this Agreement, (b) waive any of the Company's rights, benefits or if no Independent Directors then remainremedies hereunder, or (c) extend the other directors shall be required to designate two Qualified Persons to fill such vacancies, time for performance of Parent's and such persons shall be deemed to be Independent Directors for purposes of this AgreementMerger Sub's respective obligations hereunder.

Directors. (a) Promptly Effective upon the purchase acceptance for payment by Merger Sub of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the OfferOffer (the "OFFER ACCEPTANCE TIME"), Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees four (and any replacement designees in the event that any designee shall no longer be on the Board of Directors4) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing; PROVIDED, until HOWEVER, that prior to the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall always have failed to designate a sufficient number of Persons to constitute at least a majority and three (y3) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing members who were directors of the Company who prior to consummation of the Offer (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directorseach, a "CONTINUING DIRECTOR"); PROVIDED, then HOWEVER, that if Merger Sub purchases 85% or more of the Shares in the Offer, the number of Independent Continuing Directors required hereunder shall be oneone (1). If the number of Continuing Directors is reduced to fewer than three (3) for any reason prior to the Effective Time, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director and departing Continuing Directors shall be entitled to designate any such Qualified a Person or Persons to fill the vacancy and Parent shall take all such vacancy, and such actions as are necessary to cause the Person or Persons so designated Qualified Person shall be deemed to be an Independent Director for purposes so appointed. Notwithstanding anything in this Agreement to the contrary, Parent agrees that it shall not take any of the following actions without the affirmative vote of a majority of the Continuing Directors: (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) waive any of the Company's rights, benefits or if no Independent Directors then remainremedies hereunder, (c) extend the time for performance of Parent's and Merger Sub's respective obligations hereunder, or (d) approve any other directors shall be required action by the Company which is reasonably likely to designate two Qualified Persons adversely affect the interests of the stockholders of the Company (other than Parent, Merger Sub and their affiliates (other than the Company and its Subsidiaries)) with respect to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of the transactions contemplated by this Agreement.

Directors. (a) Promptly upon Upon the purchase pursuant to the Offer by Parent or any of and payment for, and as long as Parent directly or indirectly owns, not less than a majority its subsidiaries of such number of shares of Company Common Stock which represents at least 65% of the issued and outstanding shares of Company Common Stock (on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant basis), and from time to the Offertime thereafter, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, number (but in no event more than one less than the total number of directors on the Board of Directors such that of the percentage Company) as will give Parent, subject to compliance with Section 14(f) of its designees the Exchange Act, representation on the Board shall of Directors of the Company equal to the product of (x) the number of directors on the Board of Directors of the Company (giving effect to any increase in the number of directors pursuant to this Section 1.4) and (y) the percentage that such number of Shares so purchased bears to the aggregate number of Shares outstanding shares of Company Common Stock owned of record by Parent (such number being, the "Board Percentage"), and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subby Parent, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on satisfy the Board of DirectorsPercentage by (i) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase increasing the size of the Board of Directors of the Company or use (ii) using its reasonable best efforts to obtain secure the resignation resignations of such number of its current directors as is necessary to give effect enable Parent's designees to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts be elected to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company and shall have at least cause Parent's designees promptly to be so elected, provided that no such action shall be taken which would result in there being, prior to the consummation of the Merger, less than two directors who are directors of the Company on the date of this Agreement and who that are not officers affiliated with Parent. At the request of Parent, the Company (the "Independent Directors"); providedshall take, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board expense, all lawful action necessary to effect any such election, including, without limitation, mailing to its stockholders the information required by Section 14(f) of Directors the Exchange Act and Rule 14f-1 promulgated thereunder, unless such information has previously been provided to the Company's stockholders in the Schedule 14D-9. Parent shall have failed will supply to designate a sufficient number of Persons to constitute at least a majority the Company in writing and (y) if the number of Independent Directors shall be reduced below two solely responsible for any reason whatsoever (or if immediately following Consummation information with respect to itself and its nominees, directors and affiliates required by Section 14(f) of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) Exchange Act and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this AgreementRule 14f-1 thereunder.

Directors. (a) Promptly upon Upon the purchase of acceptance for payment of, ---------- and payment by Sub for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding any shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent Sub shall be entitled to designate for appointment or election such number (subject to the Company's then existing other provisions of this Section 6.10) of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of Directorsthe Exchange Act, upon written notice representation on the Company Board equal to the Company, such at least that number of directors, rounded up to the next whole number, which is the product of (a) the total number of directors on the Company Board of Directors such that (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (b) the percentage that (i) such number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Capital Stock otherwise owned of record by Parent or Sub or any other subsidiary of Parent bears to (ii) the number of shares of Company Capital Stock then outstanding. Sub's designees shall be divided among the classes of directors so as to comply with the requirements of the Company Charter and each of its direct or indirect Subsidiariesthe Company By-laws. In furtherance thereof, the Company shall, upon request of Merger at such time and at Sub's option, use its reasonable best efforts promptly either to cause Parentincrease the size of the Company Board or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Sub's designees (and to be elected or appointed to the Company Board as provided above. Notwithstanding any replacement designees other provision of this Agreement, in the event that any designee shall no longer be on the Board of Directors) to be so Sub's designees are appointed or elected to the Company's Company Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of Time the Company Board shall have at least two directors who are directors of the Company Directors on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoingand provided further that, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) such ---------------------- ---------------- event, if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of whatsoever, the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons a person to fill such vacancy, and such designated Qualified Person vacancy who shall be deemed to be an Independent Director for purposes of this AgreementAgreement or, or if no Independent Directors then remain, the other directors of the Company then in office shall be required to designate two Qualified Persons persons to fill such vacanciesvacancies who are not directors, officers, employees, stockholders or affiliates of the Company, Parent, Sub or any affiliate of Parent and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stock holders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees).

Directors. (a) Promptly upon the purchase by Parent or any of and payment for, and as long as Parent directly or indirectly owns, not less than a majority its subsidiaries of such number of shares of Company Common Stock which represents at least 51% of the issued and outstanding shares of Company Common Stock (on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant basis), and from time to the Offertime thereafter, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, number (but in no event more than one less than the total number of directors on the Board of Directors such that of the percentage Company) as will give Parent, subject to compliance with Section 14(f) of its designees the Exchange Act, representation on the Board shall of Directors of the Company equal to the product of (x) the number of directors on the Board of Directors of the Company (giving effect to any increase in the number of directors pursuant to this Section 1.4) and (y) the percentage that such number of Shares so purchased bears to the aggregate number of Shares outstanding shares of Company Common Stock owned of record by Parent (such number being, the "Board Percentage"), and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subby Parent, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on satisfy the Board of DirectorsPercentage by (i) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase increasing the size of the Board of Directors of the Company or use (ii) using its reasonable best efforts to obtain secure the resignation resignations of such number of its current directors as is necessary to give effect enable Parent's designees to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts be elected to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company and shall have at least cause Parent's designees promptly to be so elected, provided that no such action shall be taken which would result in there being, prior to the consummation of the Merger, less than two directors who are directors of the Company on the date of this Agreement and who that are not officers affiliated with Parent. At the request of Parent, the Company (the "Independent Directors"); providedshall take, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed expense, all lawful action necessary to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (effect any such person being referred election, including, without limitation, mailing to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, its stockholders the other directors shall be information required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement.by Section

Directors. (a) Promptly upon the purchase of acceptance for payment of, and payment for, and as long as Parent directly or indirectly owns, not less than Shares constituting a majority of the issued and then outstanding shares of Company Common Stock on a fully diluted basis Shares by Parent Purchaser or any of its direct or indirect Subsidiaries Merger Sub, as applicable, pursuant to the Offer, Parent Purchaser from time to time shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company as will give Purchaser or Merger Sub, as applicable, subject to compliance with Section 14(f) of the Exchange Act, that percentage of the total number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this Section) equal to the percentage of then outstanding Shares owned by Purchaser or Merger Sub (provided that such percentage of the total number of directors shall not be less than a majority of the Board of Directors of the Company), and the Company shall, at such time, cause Purchaser's or Merger Sub's designees, as applicable, to be so elected by its existing Board of Directors; provided, however, that in the event that such -------- ------- designees are elected to the Board of Directors of the Company, until the Effective Time such Board of Directors shall have at least two directors who are directors of the Company on the date of this Agreement and who are not neither officers of the Company or of any holder of more than 5% of its Shares (as of the date of this Agreement) nor affiliates of Purchaser or Merger Sub (the "Independent Directors"); provided, however, and provided further that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)reasons whatsoever, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify shall designate a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person vacancy who shall be deemed to be an Independent Director for purposes of this AgreementAgreement or, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons persons to fill such vacanciesvacancies who shall not be officers or affiliates of the Company or of any holder of more than 5% of its Shares (as of the date of this Agreement) or officers or affiliates of Purchaser or any of its Subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Promptly upon the purchase of first acceptance for payment of, and payment by Sub for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding any shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent Sub shall be entitled to designate for appointment or election such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Company's then existing Exchange Act, representation on the Company Board of Directors, upon written notice equal to the Company, such at least that number of directors, rounded up to the next whole number, which is the product of (a) the total number of directors on the Company Board of Directors such that (giving effect to the directors elected pursuant to this sentence) multiplied by (b) the percentage that (i) such number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of record by Parent bears to (ii) the number of such shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger at such time, cause Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees to be so elected; PROVIDED, HOWEVER, that in the event that any designee shall no longer be on the Board of Directors) to be so Sub's designees are appointed or elected to the Company's Company Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of Time the Company Board shall have at least two three directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent DirectorsINDEPENDENT DIRECTORS"); provided, however, that (x) notwithstanding the foregoingand PROVIDED FURTHER that, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) such event, if the number of Independent Directors shall be reduced below two three for any reason whatsoever whatsoever, any remaining Independent Directors (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director if there shall be only one remaining) shall be entitled to designate any such Qualified Person or Persons persons to fill such vacancy, and such designated Qualified Person vacancies who shall be deemed to be an Independent Director Directors for purposes of this AgreementAgreement or, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons three persons to fill such vacanciesvacancies who are not officers, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to the Company Board as provided above.

Directors. (a) Promptly Effective upon the purchase acceptance for payment or exchange of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding any shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board that equals the product of Directors such (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 2.03) and (ii) the percentage that the percentage number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock beneficially owned of record by Parent and/or Merger Sub (including shares of Company Common Stock accepted for payment or exchange) bears to the total number of shares of Company Common Stock outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's Company Board, and in furtherance thereof, to including increasing the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisiondirectors, and seeking and accepting resignations of incumbent directors. At such time, the Company shall also, upon the request of Parent, will also use its reasonable best efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (number of members, rounded up to the next whole number, on (i) as is on the Company's Board of Directors of each committee of the Company's Company Board and (ii) each board of Directorsdirectors of each Subsidiary of the Company identified by Parent (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board, in each case only to the extent permitted by applicable Law. Notwithstanding the foregoingprovisions of this Section 2.03, until the parties hereto shall use their respective best efforts (including by reducing the number of directors that Parent may designate pursuant to the first sentence of this paragraph (a), but in no event to less than a majority of the directors on the Company Board) to ensure that at least two of the members of the Company Board shall, at all times prior to the Effective Time, the Board of Directors be directors of the Company shall have at least two directors who are were directors of the Company on the date of this Agreement and who are not officers of the Company hereof (the "Independent Continuing Directors"); provided, however, provided that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors there shall be reduced below in office fewer than two Continuing Directors for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of reason, the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder Board shall be one, unless cause a person designated by the remaining Independent Continuing Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person vacancy who shall be deemed to be an Independent a Continuing Director for all purposes of this Agreement, or if no Independent Continuing Directors then remain, the other directors of the Company then in office shall be required to designate two Qualified Persons persons to fill such vacanciesvacancies who will not be officers or employees or affiliates of the Company, Parent or Merger Sub or any of their respective subsidiaries and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement.

Directors. (a) Promptly upon the later of (i) the purchase of and payment for, for any Shares (including without limitation all Shares subject to the Tender and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis Option Agreement) by Parent Purchaser or any other subsidiary of its direct or indirect Subsidiaries Parent pursuant to the OfferOffer or the Tender and Option Agreement and (ii) the expiration or waiver of the Company's right to terminate this Agreement under Section 8.1(c)(i) hereof, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares Company as is equal to the product of Company Common Stock the total number of directors then serving on such Board (which, immediately prior to such calculation, shall not consist of more than four directors) multiplied by the ratio of the aggregate number of Shares beneficially owned by Parent, Purchaser and any of record by Parent and each their affiliates to the total number of its direct or indirect SubsidiariesShares then outstanding. In furtherance thereof, the The Company shall, upon request of Merger SubPurchaser, use its reasonable efforts promptly take all action necessary to cause Parent's designees (and any replacement designees in to be elected or appointed to the event that any designee shall no longer be on the Company's Board of Directors) , including without limitation increasing the size of its Board of Directors or, at the Company's election, securing the resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be so elected or appointed or elected to the Company's Board, and in furtherance thereof, shall cause Parent's designees to the extent necessary, increase the size of the Board of Directors be so elected or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisionappointed. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to also cause the Persons persons 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 (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary (as defined below) of the Company and (iii) each committee (or similar body) of each such board. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons Time (as defined below) and (2) are willing to serve as Independent Directors), then neither Parent nor Purchaser nor their affiliates shall take any action as directors or shareholders of the number Company to cause the removal of Independent Directors required hereunder shall be oneXxxxxx X. Xxxx and Xxxxxxx X. XxXxxxxx, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate independent directors of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, on the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementdate hereof.

Directors. (a) Promptly Effective upon the purchase acceptance for payment by Merger Sub of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the OfferOffer (the "APPOINTMENT TIME"), Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company's Board of Directors such that equals the percentage product of its designees on (i) the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such total number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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 (giving effect to the election of each committee any additional directors pursuant to this Section 1.3) and (ii) the percentage that the number of shares of Company Common Stock owned by Parent or Merger Sub (including shares of Company Common Stock accepted for payment) bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action reasonably necessary to cause Parent's designees to be elected or appointed to the Company's Board of Directors. Notwithstanding , including, without limitation, at the foregoingoption of Parent, until increasing the number of directors, or seeking and accepting resignations of incumbent directors, or both; PROVIDED, HOWEVER, that prior to the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall always have failed to designate a sufficient number of Persons to constitute at least two members who were directors of the Company prior to consummation of the Offer (each, a majority and (y) if "CONTINUING DIRECTOR"). If the number of Independent Continuing Directors shall be is reduced below to fewer than two for any reason whatsoever (or if immediately following Consummation of prior to the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)Effective Time, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director and departing Continuing Directors shall be entitled to designate any such Qualified Person or Persons a person to fill such the vacancy. Notwithstanding anything in this Agreement to the contrary, and such designated Qualified Person if Parent's designees are elected to the Company's Board of Directors prior to the Effective Time, the affirmative vote of a majority of the Continuing Directors shall be deemed required for the Company to be an Independent Director for purposes (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) waive any of the Company's rights, benefits or if no Independent Directors then remainremedies hereunder, (c) extend the time for performance of Parent's and Merger Sub's respective obligations hereunder, or (d) approve any other directors shall be required action by the Company which is reasonably likely to designate two Qualified Persons adversely affect the interests of the stockholders of the Company (other than Parent, Merger Sub and their affiliates (other than the Company and its Subsidiaries)) with respect to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of the transactions contemplated by this Agreement.

Directors. (a) Promptly upon the purchase of acceptance for payment of, and payment for, and as long as Parent directly or indirectly owns, not less than a majority number of the issued and outstanding shares of Company Viasoft Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Merger Sub pursuant to the OfferOffer that satisfies the Minimum Tender Condition, Parent shall Merger Sub will be entitled to designate for appointment or election to the CompanyViasoft's then existing Board of Directors, upon written notice to the CompanyViasoft, such number of directors, rounded up to persons so that the next whole number, on designees of Merger Sub constitute the same percentage (but in no event less than a majority) of Viasoft's Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Companypercentage of Shares acquired in connection with the Offer. Viasoft will, upon Merger Sub's request, promptly increase the size of the Board of Directors and/or secure the resignations of each committee such number of directors as is necessary to enable Merger Sub's designees to be elected to the Board of Directors and will cause Merger Sub's designees to be so elected. Subject to applicable law, Viasoft will take all action requested by Compuware necessary to effect any such election, including mailing to its shareholders the Information Statement containing the information required by Section 14(f) of the CompanyExchange Act and Rule 14f-1 promulgated thereunder, and Viasoft agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub will have provided to Viasoft on a timely basis all information required to be included in the Information Statement with respect to Merger Sub's Board designees). Following the election or appointment of Directors. Notwithstanding the foregoingMerger Sub's designees pursuant to this Section 6.7, until and prior to the Effective Time, any amendment or termination of this Agreement, extension for the Board of Directors performance or waiver of the Company shall have at least two obligations or other acts of Compuware or Merger Sub or exercise or waiver of Viasoft's rights or remedies hereunder, will require the concurrence of a majority of Viasoft's directors (including, if Compuware so elects, a majority of Viasoft's non-employee directors) (or the concurrence of the sole remaining director, if there is only one remaining) then in office who are directors of the Company Viasoft on the date of hereof, or are directors (other than directors designated by Merger Sub in accordance with this Agreement and who are not officers of the Company Section 6.7) designated by such persons or person to fill any vacancy (the "Independent Continuing Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Promptly upon the purchase of and payment for, and as long as the Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by the Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, the Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by the Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subthe Purchaser, use its reasonable efforts promptly to cause the Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parentthe Purchaser, use its reasonable efforts to cause the Persons designated by the 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 (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company or any of its Subsidiaries (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in the Parent's designees constituting less than a majority of the Company's Board of Directors unless the Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, the Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors Directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Promptly upon the purchase by Merger Sub pursuant to the Offer of and payment for, and as long as Parent directly or indirectly owns, not less than a majority such number of the issued and outstanding shares of Company Common Stock on a fully diluted basis (together with any Shares then owned by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage Subsidiaries) as represents a majority of the outstanding shares of Company Common Stock (on a fully diluted basis) on the date of purchase, and from time to time thereafter, (i) Parent shall be entitled to designate such number of directors ("Parent's Designees"), rounded up to the next whole number that will give Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of Company equal to the product of (x) the number of directors on the Board of Directors of Company (giving effect to any increase in the number of directors pursuant to this Section 1.4) and (y) the percentage that such number of shares of Company Common Stock so purchased in the Offer (together with any Shares then owned of record by Parent and each or any of its direct or indirect Subsidiaries. In furtherance thereof) bears to the aggregate number of shares of Company Common Stock outstanding on the date of purchase (such number being, the "Board Percentage"), and (ii) Company shall, upon request of Merger Subby Parent, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on Designees constituting the Board of Directors) Percentage to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase Board of Directors by (x) increasing the size of the Board of Directors of Company or use its (y) using reasonable efforts to obtain secure the resignation resignations of such number of its current directors as is necessary to give effect enable Parent's Designees to be elected to the foregoing provisionBoard of Directors of Company and shall use best efforts to cause Parent's Designees promptly to be so elected, subject in all instances to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts Company shall take, at Parent's expense, all lawful action necessary to cause effect any such election. Parent will supply to Company in writing and be solely responsible for any information with respect to itself, Parent's Designees and Parent's officers, directors and affiliates required by the Persons designated by Parent Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder to constitute be included in the Schedule 14D-9. Notwithstanding the foregoing, at least the same percentage (rounded up all times prior to the next whole numberEffective Time (as defined in Section 2.3) as is on the Company's Board of Directors of each committee of the Company's Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have include at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Continuing Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directorsin Section 1.4(b), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Promptly upon the purchase of acceptance for payment of, and payment by Sub for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding any shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the OfferOffer (which constitute at least the Minimum Condition), Parent Sub shall be entitled to designate for appointment or election such number of directors on the Company Board as shall give Sub, subject to compliance with Section 14(f) of the Company's then existing Exchange Act, representation on the Company Board of Directors, upon written notice equal to the Company, such at least that number of directors, rounded up to the next whole number, which is the product of (a) the total number of directors on the Company Board of Directors such that (giving effect to the directors elected pursuant to this sentence) multiplied by (b) the percentage that (i) such number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Common Stock otherwise owned by Sub or any other subsidiary of record by Parent bears to (ii) the number of such shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger at such time, cause Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected elected. Subject to applicable law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the CompanyCompany on a timely basis all information required to be included in the Information Statement with respect to Sub's Boarddesignees). In connection with the foregoing, and in furtherance thereofthe Company shall promptly, to at the extent necessaryoption of Sub, either increase the size of the Company Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect enable Sub's designees to be elected or appointed to the foregoing provisionCompany Board as provided above. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date The provisions of this Agreement Section 7.07 are in addition to and who are shall not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for limit any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Companyrights which Sub, Parent or any of their respective Subsidiaries (any such person being referred to herein affiliates may have as a "Qualified Person"), willing holder or beneficial owner of shares of Common Stock as a matter of law with respect to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person the election of directors or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementotherwise.

Directors. (a) Promptly upon the purchase of and payment for, and as long as --------- for any Shares by Parent directly or indirectly owns, not less than the Purchaser which represents at least a majority of the issued and outstanding shares of Company Common Stock Shares (on a fully fully-diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offerbasis), Parent shall be entitled to elect or designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board of Directors such as is equal to the product of the total number of directors on the Company Board of Directors (giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees on Shares owned by the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Purchaser, Parent and each any of its direct or indirect Subsidiariestheir affiliates bears to the total number of Shares then outstanding. In furtherance thereof, the The Company shall, upon request of Merger SubParent's request, use its reasonable efforts either to promptly increase the size of the Company Board of Directors, including by amending the Bylaws of the Company if necessary so as to increase the size of the Company Board of Directors, or promptly secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected or designated to the Company's Board of Directors, and shall use its reasonable efforts to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed elected or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of designated at such number of its current directors as is necessary to give effect to the foregoing provisiontime. At such time, the Company shall alsoshall, upon the request of Parent's request, use its reasonable efforts to also cause the Persons persons elected or designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Company Board of Directors of (i) each committee of the Company Board of Directors, (ii) each board of directors (or similar body) of each Company Subsidiary (as defined in Section 3.2), and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted by applicable law or the rules of any stock exchange on which the Company Common Stock is listed. The Company's obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including, but not limited to, mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected or designated to the Company Board of Directors. Notwithstanding Parent or the foregoingPurchaser shall supply the Company with information with respect to either of them and their nominees, until officers, directors and affiliates to the Effective Time, the Board extent required by Section 14(f) and Rule 14f-1. The provisions of Directors this Section 1.3(a) are in addition to and shall not limit any rights that any of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the CompanyPurchaser, Parent or any of their respective Subsidiaries (any such person being referred to herein affiliates may have as a "Qualified Person"), willing holder or beneficial owner of Shares as a matter of law with respect to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person the election of directors or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementotherwise.

Directors. (a) Promptly upon the purchase of and payment for, and as long as for Shares by Parent directly or indirectly owns, not less than any of its subsidiaries which represent at least a majority of the issued and outstanding shares of Company Common Stock (on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offerbasis), Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, 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 of the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees on Shares beneficially owned by the Board shall equal Purchaser, Parent and any of their affiliates bears to the percentage total number of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiariesthen outstanding. In furtherance thereof, the The Company shall, upon request of Merger Subthe Purchaser, use its all reasonable efforts promptly either to cause increase the size of its Board of Directors (which, pursuant to the Company's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), has no maximum number of directors) or, at the Purchaser's election, secure the resignations of such number of its incumbent directors as is necessary to enable Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, shall cause Parent's designees to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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 Directorsbe so elected. Notwithstanding the foregoing, until the Effective TimeTime (as defined in Section 1.5 hereof), the Company shall retain as members of its Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors")hereof; provided, howeverthat subsequent to the purchase of and -------- ---- payment for Shares pursuant to the Offer, that (x) notwithstanding the foregoing, in no event Parent shall the requirement to always have its designees represent at least two Independent Directors result a majority of the entire Board of Directors. The Company's obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or the Purchaser shall supply the Company any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. Upon receipt of such information from Parent or the Purchaser, the Company shall include in the Schedule 14D-9 (as an annex or otherwise) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees constituting less than a majority of to be elected to the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Promptly Effective upon the purchase acceptance for payment by Merger Sub of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the OfferOffer (the "APPOINTMENT TIME"), Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company's Board of Directors such that equals the product of (i) the total number of directors on Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03) and (ii) the percentage that the percentage number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares owned of record by Parent or Merger Sub (including Shares accepted for payment) bears to the total number of Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action reasonably necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer to be on the elected or appointed to Company's Board of Directors) to be so appointed , including, without limitation, increasing the number of directors, or elected seeking and accepting resignations of incumbent directors, or both; provided that, prior to the Company's BoardEffective Time, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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 shall always have at least two members who were directors of each committee Company prior to consummation of the Company's Board Offer (each, a "CONTINUING DIRECTOR"). If the number of Directors. Notwithstanding the foregoing, until Continuing Directors is reduced to less than two for any reason prior to the Effective Time, the Board of remaining and departing Continuing Directors of shall be entitled to designate a person to fill the Company shall have at least two directors who are directors of the Company on the date of vacancy. Notwithstanding anything in this Agreement and who are not officers of to the Company (the "Independent Directors"); providedcontrary, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in if Parent's designees constituting less than a majority of the are elected to Company's Board of Directors unless Parent shall have failed prior to designate a sufficient number the Effective Time, the affirmative vote of Persons to constitute at least a majority and (y) if of the number of Independent Continuing Directors shall be reduced below two required for Company to (a) amend or terminate this Agreement or agree or consent to any reason whatsoever (amendment or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes termination of this Agreement, (b) waive any of Company's rights, benefits or if no Independent Directors then remainremedies hereunder, (c) extend the time for performance of Parent's and Merger Sub's respective obligations hereunder, or (d) approve any other directors shall be required action by Company which is reasonably likely to designate two Qualified Persons adversely affect the interests of the stockholders of Company (other than Parent, Merger Sub and their affiliates (other than Company and its subsidiaries)), with respect to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of the transactions contemplated by this Agreement.

Directors. (a) Promptly upon the purchase payment by the Purchaser or any of and payment for, and as long as Parent directly Parent's direct or indirectly owns, not less than indirect subsidiaries pursuant to the Offer for such number of Shares which represent at least a majority of the issued outstanding Shares and outstanding shares of from time to time thereafter, the Company Common Stock on a fully diluted basis by Parent or any shall increase the size of its direct or indirect Subsidiaries pursuant Board of Directors to nine members, and the Offer, Parent Purchaser shall be entitled to designate for appointment or election to members of the Company's then existing Board of Directors such that the Purchaser, subject to compliance with Section 14(f) of the Exchange Act, will have a number of representatives on the Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on equal to the Board of Directors such that product obtained by multiplying nine by the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares beneficially owned of record by Parent and each any of its direct or indirect Subsidiariessubsidiaries. In furtherance thereof, the The Company shall, upon request of Merger Subby the Purchaser, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or to the extent permitted by its Certificate of Incorporation and/or use its reasonable best efforts to obtain secure the resignation resignations of such number of its current directors as is necessary to give effect enable the Purchaser's designees to be elected to the foregoing provisionBoard of Directors and shall use its best efforts to cause the Purchaser's designees to be so elected. At such timethe request of the Purchaser, the Company shall alsotake, upon at its expense, all action necessary to effect any such election, including the request mailing to its stockholders of Parentthe information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, use its reasonable efforts to cause the Persons designated by Parent to constitute at least the same percentage (rounded up in form and substance reasonably satisfactory to the next whole number) as is on the Company's Board of Directors of each committee of the Company's Board of DirectorsPurchaser and its counsel. Notwithstanding the foregoing, until (i) the Effective Time, the Board affirmative vote of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) directors on the date hereof and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder who remain directors shall be onerequired to amend, unless the remaining Independent Director is able to identify a person, who is not an officer modify or Affiliate of the Company, Parent or waive any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes provision of this Agreement, or if no Independent Directors then remainto approve any other action by the Company with respect to the Offer or the other transactions contemplated hereby, which adversely affects the interests of the stockholders of the Company with respect to such transactions and (ii) none of the Purchaser, the other directors shall be required Merger Sub or Parent shall, directly or indirectly, cause the Company to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementbreach its obligations hereunder.

Directors. (a) Promptly upon after the purchase of and payment forAcceptance Time, and as long as Parent directly or indirectly ownsfrom time to time thereafter, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall Purchaser will be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next nearest whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, (the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be “Purchaser Designees”) as will give Purchaser representation on the Board of Directors) to be so appointed or elected Directors of the Company equal to the Company's Boardproduct of (i) the total number of directors on the Board of Directors of the Company (after giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that the number of Shares beneficially owned by Parent or Purchaser at such time (including Shares so accepted for payment) bears to the total number of Shares then outstanding on a Fully Diluted basis, and in furtherance thereofthe Company will, to the extent necessaryupon request by Purchaser, promptly increase the size of the Board of Directors of the Company or use its commercially reasonable efforts to obtain seek the resignation resignations of such number of its current directors as is necessary to give effect to the foregoing provision. At provide Purchaser with such time, the Company shall also, upon the request level of Parent, representation and will use its commercially reasonable efforts to cause the Persons designated Purchaser Designees to be so elected or appointed. From and after the Acceptance Time, the Company shall, upon Parent’s request, to the extent permitted by Parent the applicable requirements of the SEC and NASDAQ, use commercially reasonable efforts to cause Purchaser Designees to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of the Company of (i) each committee of the Company's Board of DirectorsDirectors of the Company, (ii) each board of directors (or similar body) of each wholly-owned Subsidiary of the Company and (iii) each committee (or similar body) of each such board. Notwithstanding the foregoing, until the Effective Time, The Company’s obligation to appoint Purchaser Designees to the Board of Directors of the Company shall have at least two directors who are directors will be subject to Section 14(f) of the Exchange Act. At the request of Purchaser, the Company on will file with the date of this Agreement SEC and who are not officers mail (or otherwise disseminate as permitted under Applicable Law) to the Company’s shareholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Purchaser will supply to the Company (the "Independent Directors"); providedall information with respect to themselves and their respective officers, however, that (xdirectors and Affiliates required by Section 14(f) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority Exchange Act and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancyRule 14f-1 promulgated thereunder, and Parent and Purchaser will be solely responsible for such designated Qualified Person shall be deemed to be an Independent Director for information. For purposes of this Agreement, such information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder that is filed with the SEC and mailed (or if no Independent Directors then remain, otherwise disseminated as permitted under Applicable Law) to the other directors shall Company’s shareholders will be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes considered part of this Agreementthe Schedule 14D-9.

Directors. (a) Promptly Effective upon the purchase of and acceptance for payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding number of shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries constituting at least the Minimum Condition pursuant to the OfferOffer and subject to the conditions in Annex I, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company’s Board of Directors such that equals the product of (x) the total number of directors on the Company’s Board of Directors (giving effect to the election of any additional directors pursuant to this Section), and (y) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares of Company Common Stock accepted for payment) bears to the total number of shares of Company Common Stock then outstanding, and the Company shall take all action necessary to cause Parent’s designees to be elected or appointed to the Company’s Board of Directors, including increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company shall take all action necessary to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Company’s Board of Directors and (ii) each Board of Directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage of its designees as such individuals represent on the Company’s Board shall equal of Directors, in each case to the percentage fullest extent permitted by applicable Law. Notwithstanding the foregoing, until Parent and/or Merger Sub acquires a majority of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such timea fully diluted basis, the Company shall also, upon the request of Parent, use its reasonable best efforts to cause ensure that all of the Persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on members of the Company's ’s Board of Directors of each committee and such committees and boards as of the Company's Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board of Directors date hereof who are not employees of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority remain members of the Company's ’s Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, committees and such persons shall be deemed to be Independent Directors for purposes of this Agreementboards.

Directors. (a) Promptly upon the purchase of acceptance for payment of, and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis Shares by Parent or any of its direct or indirect Subsidiaries Sub pursuant to the Offer, Parent Sub shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, directors on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, a majority of such directors, and the Company shall, at such time, cause Sub's designees to be so elected by its existing Board of Directors; provided, however, that in the event that Sub's designees are elected to the Board of Directors of the Company, until the Effective Time such Board of Directors shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company or any of its subsidiaries (the "Independent Directors")) and; provided, however, that (x) notwithstanding the foregoingprovided further that, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)whatsoever, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify shall designate a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person vacancy who shall be deemed to be an Independent Director for purposes of this AgreementAgreement or, or if no Independent Directors then remain, the other directors of the Company on the date hereof shall be required to designate two Qualified Persons persons to fill such vacanciesvacancies who shall not be officers or affiliates of the Company or any of its subsidiaries, or officers or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. The Company shall, if requested by the Parent, also cause directors designated by the Parent to constitute at least a majority of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each subsidiary of the Company, and (iii) each committee (or similar body) of each such board. Subject to applicable law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company will promptly, at the option of Parent, either increase the size of the Board of Directors of the Company, any subsidiary or any committee thereof and/or obtain the resignation of such number of current directors or committee members as is necessary to enable Sub's designees to be elected or appointed to, and to constitute a majority of such boards and committees as provided above.

Directors. (a) Promptly upon the purchase by Purchaser pursuant to the Offer of and payment for, and such number of Shares as long as Parent directly or indirectly owns, not less than represents at least a majority of the issued then-outstanding Shares, and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant from time to the Offertime thereafter, Parent Purchaser shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board as will give Purchaser representation on the Company Board equal to the product of Directors such that (x) the total number of directors on the Company Board (after giving effect to any increase in the number of directors pursuant to this Section 1.4) and (y) the percentage that such number of its designees on Shares so purchased bears to the Board shall equal the percentage total number of the outstanding shares of Company Common Stock owned of record by Parent Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subby Purchaser, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Company Board of Directors or use its reasonable best efforts to obtain secure the resignation resignations of such number of its current directors as is necessary to give effect provide Purchaser with such level of representation and shall cause Purchaser’s designees to the foregoing provisionbe so elected or appointed. At such time, the The Company shall also, upon the request of Parent, use its reasonable efforts to also cause the Persons individuals designated by Parent Purchaser 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 Board as the percentage of the entire Company Board represented by individuals designated by Purchaser. The Company's ’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of Directorsthe Exchange Act. Notwithstanding At the foregoingrequest of Purchaser, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors take all actions necessary to effect any such election or appointment of Purchaser’s designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Purchaser will supply to the Company on the date of this Agreement all information with respect to themselves and who are not officers their respective officers, directors and Affiliates required by Section 14(f) of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority Exchange Act and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two thenRule 14f-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementl promulgated thereunder.

Directors. (a) Promptly upon the purchase of and payment for, and as long as --------- for Shares by Parent directly or indirectly owns, not less than the Purchaser which represent at least a majority of the issued and outstanding shares of Company Common Stock Shares (on a fully fully-diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offerbasis), Parent shall be entitled to elect or designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board of Directors such as is equal to the product of the total number of directors on the Company Board of Directors (giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees on Shares beneficially owned by the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Purchaser, Parent and each any of its direct or indirect Subsidiariestheir affiliates bears to the total number of Shares then outstanding (on a fully-diluted basis). In furtherance thereof, the The Company shall, upon request Parent's request, either take all actions necessary to promptly increase the size of Merger Subthe Company Board of Directors, use or promptly secure the resignations of such number of its reasonable efforts promptly incumbent directors, or both, as is necessary to enable Parent's designees to be so elected or designated to the Company's Board of Directors, and shall take all actions necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed elected or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of designated at such number of its current directors as is necessary to give effect to the foregoing provisiontime. At such time, the Company shall alsoshall, upon the request of Parent's request, use its reasonable efforts to also cause the Persons persons elected or designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Company Board of Directors of (i) each committee of the Company Board of Directors, (ii) each board of directors (or similar body) of each Company Subsidiary (as defined in Section 3.2), and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted by applicable law or the rules of any stock exchange on which the Common Stock is listed. The Company's obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including, but not limited to, mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected or designated to the Company Board of Directors. Parent or the Purchaser shall supply the Company with information with respect to either of them and their nominees, officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. Notwithstanding the foregoingprovisions of this Section 1.3, until the parties shall use reasonable best efforts to ensure that at least three of the members of the Company Board of Directors are, at all times before the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who are members of the Board of Directors on the date hereof (1) the "Continuing Directors"). If, however, there are Qualified Persons (as defined below) and (2) are willing in office fewer than -------------------- three Continuing Directors for any reason, the Company Board of Directors will take all action necessary to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless cause a person designated by the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons Continuing Directors to fill such vacancy, and such designated Qualified Person which person shall be deemed to be an Independent a Continuing Director for all purposes of this Agreement, or if no Independent Continuing Directors then remain, the other directors shall be required to of the Company then in office will designate two Qualified Persons persons to fill such vacanciesvacancies who are not officers or employees or affiliates of the Company, Parent or the Purchaser or any of their respective Subsidiaries or affiliates and such persons shall will be deemed to be Independent Continuing Directors for all purposes of this Agreement.

Directors. (a) Promptly upon the purchase of and payment for, and as long as for Shares by Parent directly or indirectly owns, not less than the Purchaser which represent at least a majority of the issued and outstanding shares of Company Common Stock Shares (on a fully fully-diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offerbasis), Parent shall be entitled to elect or designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board of Directors such as is equal to the product of the total number of directors on the Company Board of Directors (giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees on Shares beneficially owned by the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Purchaser, Parent and each any of its direct or indirect Subsidiariestheir affiliates bears to the total number of Shares then outstanding (on a fully-diluted basis). In furtherance thereof, the The Company shall, upon request of Merger SubParent’s request, use its reasonable efforts either take all actions necessary to promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Company Board of Directors Directors, or use its reasonable efforts to obtain promptly secure the resignation resignations of such number of its current directors incumbent directors, or both, as is necessary to give effect enable Parent’s designees to be so elected or designated to the foregoing provisionCompany’s Board of Directors, and shall take all actions necessary to cause Parent’s designees to be so elected or designated at such time. At such time, the Company shall alsoshall, upon the request of Parent’s request, use its reasonable efforts to also cause the Persons persons elected or designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Company Board of Directors of (i) each committee of the Company's Company Board of Directors, (ii) each board of directors (or similar body) of each Company Subsidiary (as defined in Section 3.2), and (iii) each committee (or similar body) of each such board. Notwithstanding After Parent’s designees are elected or appointed to the foregoingCompany Board of Directors, then until the Effective Time, the Company Board of Directors of the Company shall have at least two (2) directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "“Independent Directors"”); provided, however, that (x) notwithstanding the foregoingprovided that, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) such event, if the number of Independent Directors shall be reduced below two (2) for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)whatsoever, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify Director, if any, shall designate a person, person (who is shall not be an officer or Affiliate affiliate of the Company, Parent any Company Subsidiary, Parent, or any Subsidiary of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons Parent) to fill such vacancy, and such designated Qualified Person vacancy who shall be deemed to be an Independent Director for purposes of this AgreementAgreement or, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons (2) persons to fill such vacanciesvacancies who shall not be officers or affiliates of the Company, any Company Subsidiary, Parent or any Subsidiary of Parent, and such persons shall be deemed to be Independent Directors for the purposes of this Agreement. The Company’s obligations under this Section 1.3 shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3, including, but not limited to, mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected or designated to the Company Board of Directors. Parent or the Purchaser shall supply the Company with information with respect to either of them and their nominees, officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1.

Directors. (a) Promptly upon the purchase of acceptance for payment of, and payment --------- for, and as long as Parent directly or indirectly owns, not less than a majority any shares of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Sub pursuant to the Offer, Parent and provided that the Minimum Tender Condition has been satisfied, Sub shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to persons so that the next whole number, on designees of Sub constitute the same percentage (but in no event less than a majority) of the Company's Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Companypercentage of Shares acquired in connection with the Offer. The Company shall, upon Sub's request, promptly increase the size of the Board of Directors and/or secure the resignations of each committee such number of directors as is necessary to enable Sub's designees to be elected to the Board of Directors and shall cause Sub's designees to be so elected. Subject to applicable law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). Following the election or appointment of Sub's designees pursuant to this Section 6.7, and prior to the Effective Time, any amendment or termination of this Agreement, extension for the performance or waiver of the obligations or other acts of Parent or Sub or waiver of the Company's Board rights hereunder, shall require the concurrence of Directors. Notwithstanding the foregoing, until the Effective Time, the Board of Directors a majority of the Company shall have at least two Company's directors (or the concurrence of the director, if there is only one remaining) then in office who are directors of the Company on the date of hereof, or are directors (other than directors designated by Sub in accordance with this Agreement and who are not officers of the Company Section 6.7) designated by such persons or person to fill any vacancy (the "Independent Continuing Directors"); provided, however, that (x) notwithstanding . Notwithstanding the foregoing, Parent -------------------- will take all actions in no event shall the requirement its power required to have at least two Independent Directors result in Parent's designees constituting less than a majority of maintain on the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if one Continuing Director at all times after the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation consummation of the Offer there are not at least two then-existing directors of and until the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this AgreementEffective Time.

Directors. (a) Promptly upon the purchase of acceptance for payment of, and payment by Sub for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding any shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent Sub shall be entitled to designate for appointment or election such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Company's then existing Exchange Act, representation on the Company Board of Directors, upon written notice equal to the Company, such at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Company Board of Directors such that (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of record by Parent bears to (B) the number of such shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger at such time, cause Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees to be so elected or appointed to the Company Board, provided that in the event that any designee shall no longer be on the Board of Directors) to be so Sub's designees are appointed or elected to the Company's Company Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of Time the Company Board shall have at least two three directors who are directors members of the Company Board on the date of this Agreement and who are not officers of the Company (the "Independent Directors"INDEPENDENT DIRECTORS); provided, however, that (x) notwithstanding the foregoingand provided further that, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) such event, if the number of Independent Directors shall be reduced below two three for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)whatsoever, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director Directors shall be entitled to designate any such Qualified Person or Persons nominate a person to fill such vacancy, and such designated Qualified Person vacancy who shall be deemed to be an Independent Director for purposes of this AgreementAgreement or, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons persons to fill such vacanciesvacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub's designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub.

Directors. (a) Promptly upon the purchase of acceptance for payment of, and payment by Purchaser for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding any shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent Purchaser shall be entitled to designate for appointment or election to such number of directors on the Company's then existing Board of DirectorsDirectors as will give Purchaser, upon written notice subject to compliance with Section 14(f) of the CompanyExchange Act, such representation on the Board of Directors equal to at least that number of directors, rounded up to the next whole number, which is the product of (a) the total number of directors on the Board of Directors such that (giving effect to the directors elected pursuant to this sentence) multiplied by (b) the percentage that (i) such number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock so accepted for payment and paid for by Purchaser plus the number of shares of Common Stock otherwise owned by Purchaser or any other subsidiary of record by Parent bears to (ii) the number of such shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subat such time, use its reasonable efforts promptly to cause ParentPurchaser's designees (and any replacement designees to be so elected; provided, however, that in the event that any designee shall no longer be on the Board of Directors) to be so Purchaser's designees are appointed or elected to the Company's BoardBoard of Directors, and in furtherance thereof, to until the extent necessary, increase the size of Effective Time the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoingand provided further that, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of whatsoever, the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified a Person or Persons to fill such vacancy, and such designated Qualified Person vacancy who shall be deemed to be an Independent Director for purposes of this AgreementAgreement or, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacanciesvacancies who shall not be officers, stockholders or affiliates of the Company, Parent or Purchaser, and such persons Persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder (the "Information Statement"), and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Purchaser shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Purchaser's designees). In connection with the foregoing, the Company shall promptly, at the option of Purchaser, either increase the size of the Board of Directors or obtain the resignation of such number of its current directors as is necessary to enable Purchaser's designees to be elected or appointed to the Board of Directors as provided above.

Directors. (a) Promptly upon payment by Sub for the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the Offer, Parent Sub shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, as will give Sub representation on the Board of Directors such equal to at least that number of directors equal to the percentage product of its designees (i) the total number of directors on the Board shall equal of Directors and (ii) the percentage that the number of Shares so purchased bears to the outstanding shares number of Company Common Stock owned of record by Parent Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subat such time, use its reasonable best efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board appropriate number of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size directors who are members of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons 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 Companydate hereof to resign and Sub's Board of Directors. Notwithstanding designees to be appointed or elected; provided, however, that notwithstanding the foregoing, until the Effective TimeTime (defined in Section 2.3), there shall be, to the extent they are willing to continue to serve, at least three directors on the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement hereof and who are not officers designees nor officers, directors, employees or affiliates of Parent or Sub nor are employees of the Company or any of its Subsidiaries (the "Independent Directors"); provided, howeverfurther, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two three for any reason whatsoever (or if immediately following Consummation reason, the Board of Directors shall, subject to the Offer there are not at least two then-existing directors approval of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able Directors, if any, designate a person or persons to identify a person, fill the vacancy or vacancies who is are directors on the date hereof and not an officer officer, director, employee or Affiliate affiliate of Parent or Sub nor an employee of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, . Any vacancies that cannot be filled in which case such remaining Independent Director the foregoing manner shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes filled by the Board of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementat its discretion.

Directors. (a) Promptly upon following the purchase acceptance for payment by Merger Sub pursuant to the Offer of and payment for, and as long as Parent directly or indirectly owns, not less than such number of shares of Company Common Stock which represents at least a majority of the issued and outstanding shares of Company Common Stock (on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant Fully Diluted Basis), and from time to time thereafter (the Offer"Appointment Time"), Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole numbernumber as will give Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares Company equal to the product of Company Common Stock owned (x) the number of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be directors on the Board of DirectorsDirectors of the Company (giving effect to any increase in the number of directors pursuant to this Section 1.4) to be and (y) the percentage that such number of Shares so appointed or elected purchased bears to the Company's Boardaggregate number of Shares then outstanding (such number being, the "Board Percentage"), and in furtherance thereof, to the extent necessary, increase Company shall promptly satisfy the Board Percentage by (i) increasing the size of the Board of Directors of the Company or use (ii) using its reasonable best efforts to obtain secure the resignation resignations of such number of its current directors as is necessary to give effect enable Parent's designees to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts be elected to cause the Persons 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. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company and shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in cause Parent's designees constituting less than a majority promptly to be so elected. At the request of Parent, the Company shall take, at the Company's Board expense, all lawful action necessary to effect any such election, including, without limitation, mailing to its stockholders the information required by Section 14(f) of Directors the Exchange Act and Rule 14f-1 promulgated thereunder, unless such information has previously been provided to the Company's stockholders in the Schedule 14D-9. Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority will supply the Company and (y) if the number of Independent Directors shall be reduced below two solely responsible for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two theninformation with respect to Parent, its designees and its nominees, officers, directors and affiliates required by such Section 14A and Rule 14-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement.f-1

Directors. (a) Promptly Effective upon the purchase acceptance for payment by Merger Subsidiary of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company's Board of Directors such that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the percentage number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares owned of record by Parent or Merger Subsidiary (including Shares accepted for payment) bears to the total number of Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's BoardBoard of Directors, including, without limitation, increasing the number of directors, or seeking and in furtherance thereofaccepting resignations of incumbent directors, or both; PROVIDED that, after the acceptance for payment and prior to the extent necessaryEffective Time (defined below in Section 2.1(b)), increase the size of the Company's Board of Directors shall always have one member who is neither a designee nor an affiliate of Parent or use its reasonable efforts to obtain Merger Subsidiary nor an employee of the resignation of such Company (an "Independent Director"). If the number of its current directors as Independent Directors is necessary to give effect reduced below one for any reason prior to the foregoing provisionEffective Time, the departing Independent Director shall be entitled to designate a person to fill such vacancy. No action proposed to be taken by the Company to amend or terminate this Agreement or waive any action by Parent or Merger Subsidiary shall be effective without the approval of the Independent Director. At such timetimes, the Company shall also, upon the request of Parent, will use its reasonable best efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is such individuals represent on the Company's Board of Directors of (x) each committee of the Company's Board of Directors. Notwithstanding the foregoingBoard, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number each board of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who each subsidiary (1) are Qualified Persons (as defined belowbelow in Section 4.1(a)) and (2z) are willing to serve as Independent Directors), then the number each committee of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any each such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementboard.

Directors. (a) Promptly Effective upon the purchase acceptance for payment pursuant to the Offer of and payment for, and as long as Parent directly or indirectly owns, not less than a majority number of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to that satisfies the OfferMinimum Condition, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board that equals the product of Directors such that (i) the percentage total number of its designees directors on the Board shall equal (giving effect to the election of any additional directors pursuant to this Section 2.03) and (ii) the percentage that the number of the outstanding shares of Company Common Stock beneficially owned of record by Parent and/or Merger Sub (including shares of Company Common Stock accepted for payment) bears to the total number of shares of Company Common Stock outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's Board, and in furtherance thereof, to including increasing the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisiondirectors, and seeking and accepting resignations of incumbent directors. At such time, the Company shall also, upon the request of Parent, will also use its reasonable best efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (number of members, rounded up to the next whole number, on (i) as is on the Company's Board of Directors of each committee of the Company's Board and (ii) each board of Directorsdirectors of each Subsidiary of the Company identified by Parent (and each committee thereof) that represents the same percentage as such individuals represent on the Board, in each case only to the extent permitted by applicable Law including the rules of The Nasdaq National Market or any other exchange on which the Company Common Stock is listed. Notwithstanding the foregoing, until the Effective Timeprovisions of this Section 2.03, the Board of Directors of the Company parties hereto shall have use their respective best efforts to ensure that at least two directors who are directors of the Company on members of the date of this Agreement and Board, who are not officers of the Company (the "Independent Directors"); providedofficers, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (employees or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate affiliates of the Company, Parent or Merger Sub or any of their respective Subsidiaries or affiliates, shall, at all times prior to the Effective Time, be individuals who were independent directors of the Company (any such person being referred to herein as a for purposes of the continued listing requirements of The Nasdaq National Market) on the date hereof (the "Qualified PersonContinuing Directors"), willing to serve as an Independent Director, in which case such remaining Independent Director ; provided that if there shall be entitled to designate in office fewer than two Continuing Directors for any such Qualified Person or Persons reason, the Board shall cause a person designated by the remaining Continuing Director to fill such vacancy, and such designated Qualified Person vacancy who shall be deemed to be an Independent a Continuing Director for all purposes of this Agreement, or if no Independent Continuing Directors then remain, the other directors of the Company then in office shall be required to designate two Qualified Persons persons to fill such vacanciesvacancies who will not be directors, officers, employees or affiliates of the Company, Parent or Merger Sub or any of their respective Subsidiaries or affiliates and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement. The Board shall not delegate any matter covered by this Section 2.03 to any committee of the Board, unless such committee consists only of the Continuing Directors.