Common use of Directors Clause in Contracts

Directors. The Board of Directors shall be divided into three classes: Class A, Class B and Class C. The number of directors in each class shall be as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

Directors. The Board (a) Following the Acceptance Date and the payment by Merger Sub for such number of Directors Company Shares validly tendered and not properly withdrawn pursuant to the Offer as satisfies the Minimum Condition, subject to compliance with the Company’s certificate of incorporation and bylaws and applicable Legal Requirements (including the applicable Marketplace Rules of the NASDAQ), Parent shall be divided into three classes: Class Aentitled to designate the number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors in each class shall be as nearly equal as possible. At on the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected Company Board (giving effect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of Company Shares beneficially owned by Parent and/or Merger Sub (including Company Shares accepted for payment and actually paid by Merger Sub pursuant to the removal Offer) bears to the total number of one Company Shares outstanding, and, upon Merger Sub’s request at any time following the purchase of and payment for Company Shares pursuant to the Offer, the Company shall cause Parent’s designees to be elected or more directors appointed to the Company Board, including by increasing the number of directors, and seeking and accepting resignations of incumbent directors. Following the Acceptance Date and the filling payment by Merger Sub for such number of any vacancy in that connectionCompany Shares validly tendered and not properly withdrawn pursuant to the Offer as satisfies the Minimum Condition, newly created directorships subject to compliance with the Company’s certificate of incorporation and any vacancies in bylaws and applicable Legal Requirements (including the applicable Marketplace Rules of the NASDAQ), upon Merger Sub’s request, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Company Board of Directors, including unfilled vacancies resulting from the removal and (B) each board of directors for causeof each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board. Notwithstanding the foregoing, may be filled by the vote of until Parent and/or Merger Sub acquires a majority of the remaining directors then in officeoutstanding Company Shares on a fully-diluted basis, although less than a quorum (as defined in the by-laws Company shall use its commercially reasonable efforts to ensure that all of the Corporation), or by members of the sole remaining director. All directors shall hold office Company Board and such committees and boards as of the date hereof who are not employees of the Company remain members of the Company Board and such committees and boards until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotEffective Time.

Directors. The Board (a) Promptly upon the purchase by Purchaser pursuant to the Offer of Directors shall be divided into three classes: Class A, Class B and Class C. The such number of directors in each class shall be Shares as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring represents at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of least a majority of the remaining then-outstanding Shares, and from time to time thereafter, Purchaser shall be entitled to designate 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 (x) the total number of directors then in office, although less than a quorum on the Company Board (as defined after giving effect to any increase in the by-laws number of directors pursuant to this Section 2.4) and (y) the percentage that such number of Shares so purchased bears to the total number of Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Corporation)Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Purchaser’s designees to be so elected or appointed. The Company shall also use its reasonable best efforts to cause individuals designated by Purchaser to constitute the same percentage of each committee of the Company Board 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 the Exchange Act. The Company shall take all actions necessary to effect any such election or appointment of Purchaser’s designees, or including mailing to its stockholders the information required by Section 14(f) of the sole remaining directorExchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. All directors shall hold office until Parent and Purchaser will supply to the expiration of Company all information with respect to themselves and their respective terms of office officers, directors and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder Affiliates required by Section 14(f) of the full term of the director whose death, resignation or removal shall have created such vacancy Exchange Act and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotRule 14f-l promulgated thereunder.

Directors. The (a) Promptly upon the purchase of and payment for shares of Company Common Stock by Merger Sub pursuant to the Offer which represents a majority of the shares of Company Common Stock outstanding on a Fully Diluted Basis (such date the “Payment Date”) and at all times thereafter and subject to Section 1.3(b), Merger Sub shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company’s Board of Directors shall be divided into three classes: Class A, Class B and Class C. The as is equal to the product of the total number of directors in each class shall be as nearly equal as possible. At on the first election Company’s Board of Directors (giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by the incorporatorpercentage that the aggregate number of shares of Company Common Stock beneficially owned by Merger Sub and any of its Affiliates bears to the total number of shares of Company Common Stock then outstanding (such directors which Merger Sub is entitled to elect pursuant to this sentence, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders“Merger Sub Designees”). The Class C director shall then appoint additional Class ACompany shall, Class B and Class C directorsupon Merger Sub’s request at any time following the Payment Date, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholderstake such reasonable actions, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders including promptly filling vacancies or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in on the Company’s Board of Directors, including unfilled vacancies resulting from promptly increasing the removal of directors for cause, may be filled by the vote of a majority size of the remaining Company’s Board of Directors and/or promptly requesting the resignations of such number of its incumbent directors then in officeas are necessary to enable the Merger Sub Designees to be so elected or designated to the Company’s Board of Directors, although less than a quorum (as defined in and shall use its best efforts to cause the by-laws Merger Sub Designees to be so elected or designated at such time. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the CorporationExchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders the information required by Section 14(f) and Rule 14f-1 as is necessary to enable the Merger Sub Designees to be elected or by designated to the sole remaining director. All directors shall hold office until the expiration Company’s Board of their respective terms of office and until their successors Directors (provided that Parent or Merger Sub shall have been elected provided to the Company on a timely basis all required information with respect to such designees). Merger Sub shall supply the Company with, and qualified. A director elected be solely responsible for, information with respect to fill a vacancy resulting from the deathMerger Sub Designees and Parent’s and Merger Sub’s respective officers, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy directors and until his successor shall have been elected and qualified. Unless and except Affiliates to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be required by written ballotSection 14(f) and Rule 14f-1.

Directors. The (a) Promptly after the first time at which Purchaser accepts for payment any shares of Seller Common Stock pursuant to the Offer (the “Acceptance Date”), and from time to time thereafter as shares of Seller Common Stock are accepted for payment and the Offer Price is paid by Purchaser, Purchaser shall be entitled to designate such number of members of the Seller Board (the “Purchaser Designees”), rounded up to the nearest whole number, as will give Purchaser representation on the Seller Board equal to (x) the product of the total number of members of the Seller Board (after giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage that (A) the number of shares of Seller Common Stock beneficially owned by Parent or Purchaser at such time (including shares of Seller Common Stock so accepted for payment) bears to (B) the total number of shares of Seller Common Stock then outstanding; provided that in no event shall the Purchaser Designees constitute less than a majority of the Seller Board. In furtherance thereof, Seller shall, upon the request of Purchaser, use its best efforts promptly (and in any event within one Business Day) either to increase the size of the Seller Board (including by amending the Bylaws, if necessary) or to secure the resignations of such number of Seller’s incumbent directors (and such incumbent directors have agreed to resign if required in order for Seller to comply with this Section 1.3(a)), or both, as is necessary to enable the Purchaser Designees to be so elected or appointed to the Seller Board and Seller shall take all actions available to Seller to cause the Purchaser Designees to be so elected or appointed. At such time, Seller shall, if requested by Purchaser, and subject to applicable Law and stock exchange listing standards, also take all action necessary to cause persons designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is on the Seller Board of Directors shall be divided into three classes: Class A(i) each committee of the Seller Board, Class B and Class C. The number (ii) each board of directors in (or similar body) of each class shall be as nearly equal as possible. At the first election Subsidiary of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting Seller and (iii) each committee (or similar body) of Stockholderseach such board. The Class C director provisions of this Section 1.3 are in addition to and shall then appoint additional Class Anot limit any rights which Purchaser, Class B and Class C directors, Parent or any of their Affiliates may have as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting holder or beneficial owner of Stockholders, the directors in Class B shall be elected for shares of Seller Common Stock as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) Promptly upon the purchase of Directors and payment for any Common Shares by Parent, Acquisition Corp. and/or any of their affiliates pursuant to the Offer and at all times thereafter, Parent shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of the total number of directors in each class shall be as nearly equal as possible. At on such Company Board (giving effect to the first election of directors designated or elected by Parent pursuant to this sentence) multiplied by the incorporatorpercentage that the aggregate number of Common Shares beneficially owned by Parent, Acquisition Corp. and/or any of their respective affiliates bears to the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting total number of StockholdersCommon Shares then issued and outstanding. The Class C director shall then appoint additional Class ACompany shall, Class B and Class C upon the request of Parent, use its best efforts to promptly (but in any event within two Business Days after receipt of such request) take such actions, including filling vacancies or newly created directorships on the Company Board, increasing the size of the Company Board, including by amending the bylaws of the Company if necessary to so increase the size of the Company Board, and/or securing the resignations of such number of its incumbent directors, as necessaryis necessary to enable Parent's designees to be so elected or designated to the Company Board, and shall cause Parent's designees to be so elected or appointed at such time. The Company shall, upon the request of Parent, also cause Persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each Subsidiary (as defined in Class A Section 3.01 hereof) of the Company (each a "Sub Board") and (iii) each committee (or similar body) of each Sub Board, in each case only to the extent permitted by applicable Law and the rules of any stock exchange or quotation system on which the Common Shares are listed. Notwithstanding the foregoing, until the Effective Time (as defined in Section 2.02 hereof), neither Parent nor Acquisition Corp. shall remove (other than for cause) any of the Designated Company Directors (as defined in Section 1.03(b) below) or request that any of the Designated Company Directors resign from the Company Board; provided that, subsequent to the purchase of and payment for Common Shares pursuant to the Offer, Parent shall always be entitled to have its designees represent a majority of the entire Company Board. The Company's obligations under this Section 1.03(a) shall be elected for a term expiring at subject to Section 14(f) of the first Annual Meeting of StockholdersExchange Act and Rule 14f-1 promulgated 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 1.03(a), including mailing to shareholders the directors in Class B shall information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected for a term expiring at or appointed to the second Annual Meeting Company Board. Parent or Acquisition Corp. will supply the Company any information with respect to either of Stockholders them and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereaftertheir nominees, officers, directors elected and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.03(a) are in addition to succeed those directors whose terms expire and shall be elected for not limit any rights which Acquisition Corp., Parent or any of their affiliates may have as a term holder or Beneficial Owner of office Common Shares as a matter of Law with respect to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board of Directors (a) After the Purchaser accepts for payment Shares tendered and not properly withdrawn pursuant to the Offer (the “Acceptance Time”), and at all times thereafter, Parent shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of 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 aggregate number of Shares beneficially owned by Parent, the Purchaser or any of their respective Subsidiaries bears to the total number of Shares then outstanding. After the Acceptance Time, the Company shall, upon Parent’s request, take all actions as are necessary or desirable to enable Parent’s designees to be so elected or appointed to the Company Board, including but not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary to increase the size of the Company Board) or promptly securing the resignations of such number of its incumbent directors, and shall cause Parent’s designees to be so elected or appointed at such time. After the Acceptance Time, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each class shall be as nearly equal as possiblecase to the extent permitted by applicable Law and the Marketplace Rules of The NASDAQ Global Market (the “Nasdaq”). At After the first election of directors by the incorporatorAcceptance Time, the incorporator Company shall also, upon Parent’s request, take all action necessary to elect to be treated as a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders“controlled company” as defined by Nasdaq Marketplace Rule 5615(c)(1) and make all necessary filings and disclosures associated with such status. The Class C director provisions of this Section 1.3(a) are in addition to and shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholdersnot limit any rights that Parent, the directors in Class B shall be elected for Purchaser or any of their respective affiliates may have as a term expiring at the second Annual Meeting record holder or beneficial owner of Stockholders and the directors in Class C shall be elected for Shares as a term expiring at the third Annual Meeting matter of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board of Directors shall be divided into three classes: Class A, Class B and Class C. The number of directors in each Directors of the Company shall not be changed except pursuant to an amendment to the Restated M&A. For so long as there is any Series A Preferred Share outstanding, subject to any agreement among the holders of the Series A Preferred Shares, the holders of the Series A Preferred Shares voting as a class shall be as nearly equal as possible. At entitled to designate two (2) Directors (collectively the first election “Series A Directors”), one of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A whom shall be elected for a term expiring person designated by JAFCO so long as JAFCO holds at least fifteen percent (15%) of the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders Series A Preferred Shares (or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies Shares resulting from the removal conversion thereof or exchange therefor) it held as of directors the date hereof, and the other (the “Second Series A Director”) shall be a person designated (i) by Intel (Cayman), so long as Intel (Cayman) holds at least thirty-three percent (33%) of the then outstanding Series A Preferred Shares and it exercises its right to designate a Director, or (ii) by the holders of the Series A Preferred Shares in the event that Intel (Cayman) does not or cannot exercise its right to designate a Director. If Intel (Cayman) initially does not exercise its right to designate a Director and then subsequently exercises such right, the office of the Director originally designated by the holders of the Series A Preferred Shares shall be vacated to create a vacancy for causeIntel (Cayman). The Company and the Shareholders acknowledge that as of the date of this Agreement, the seat of the Second Series A Director is vacant and shall remain vacant until either Intel (Cayman) or the holders of the Series A Preferred Shares has exercised the right to designate or appoint the Second Series A Director. For so long as there is any Series B Preferred Share outstanding, the holders of the Series B Preferred Shares voting as a class shall be entitled to designate two (2) Directors (collectively the “Series B Directors”), one of whom shall be a person designated by Qiming and the other shall be a person designated by SIG. For so long as there is any Series C Preferred Share outstanding, the holders of the Series C Preferred Shares voting as a class shall be entitled to designate one (1) Director (the “Series C Director”), who shall be a person designated by IGC Asia. The holders of the Ordinary Shares (other than Ordinary Shares issued upon the conversion of Preferred Shares) voting as a class shall be entitled to elect by a majority vote two (2) Directors (the “Ordinary Share Directors”). The Company and the Shareholders acknowledge that as of the date of this Agreement, the seat of one of the Ordinary Share Directors is vacant and the holders of Ordinary Shares shall have the right to elect one Ordinary Share Director to fill such seat at any time after the date of this Agreement. The eighth (8th) Director shall be the then current Chief Executive Officer of the Company (the “CEO”) and such Director shall be referred to herein as the “CEO Director.” The nineth (9th) Director shall be an independent director appointed or removed by a vote of at least six (6) Directors pursuant to Section 8.5 (the “Independent Director”). Each Shareholder shall vote all of its shares from time to time in such manner as shall be necessary to ensure that no director designated pursuant to this Section 8.1 may be filled removed from office unless (A) such removal is directed or approved by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation)Shareholder(s) which originally designated or appoint such Director, or by (B) the sole remaining directorpersons or entities originally entitled to designate or appoint such Director pursuant to this Section 8.1 are no longer so entitled to designate or appoint such Director. All directors shall hold office until Any vacancy on the expiration Board occurring because of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director Director shall serve for be filled by the remainder vote or written consent of the full term of the director whose death, resignation or removal shall have created same Shareholder(s) which nominated and elected such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotDirector.

Directors. The (a) Promptly following the purchase of and payment for a number of shares of Company Common Stock that satisfies the Minimum Condition, and from time to time thereafter, Purchaser shall be entitled to designate the number of directors, rounded up to the next whole number, on the Board that equals the product of (i) the total number of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be divided into three classes: Class Areduced below two for any reason whatsoever, Class B and Class C. The number of directors in each class any remaining Continuing Directors (or Continuing Director, if there shall be as nearly equal as possibleonly one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. At the first election of directors by the incorporatorAs used in this Agreement, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot."

Directors. The Board of Directors (a) After the Purchaser accepts for payment Shares tendered and not properly withdrawn pursuant to the Offer and this Agreement (the “Acceptance Time”), and at all times thereafter, Parent shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of 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 aggregate number of Common Shares Beneficially Owned by Parent, the Purchaser or any of their respective Affiliates bears to the total number of Common Shares then outstanding (including, in each class case, any outstanding securities of the Company that are convertible or exchangeable into or exercisable for Common Shares on an as-converted basis). After the Acceptance Time, the Company shall, upon Parent’s request, take all actions as are necessary or desirable to enable Parent’s designees to be so elected or designated to the Company Board, including but not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors, and shall cause Parent’s designees to be so elected or designated at such time. After the Acceptance Time, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as nearly equal as possible. At is on the first election Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the incorporatorMarketplace Rules of the NASDAQ Global Market (“NASDAQ”). After the Acceptance Time, the incorporator Company shall also, upon Parent’s request, take all action necessary to elect to be treated as a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders“controlled company” as defined by NASDAQ Marketplace Rule 5615(c)(1) and make all necessary filings and disclosures associated with such status. The Class C director provisions of this Section 1.3(a) are in addition to and shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholdersnot limit any rights that Parent, the directors in Class B shall be elected for Purchaser or any of their respective Affiliates may have as a term expiring at the second Annual Meeting record holder or Beneficial Owner of Stockholders and the directors in Class C shall be elected for Shares as a term expiring at the third Annual Meeting matter of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The (a) Promptly upon the acceptance of any Shares for exchange pursuant to the Offer which, together with the Shares then beneficially owned by the Purchaser, represent at least a majority of the Shares outstanding on a fully diluted basis and at all times thereafter, the Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors shall be divided into three classes: Class A, Class B and Class C. The 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 the Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by the Purchaser and any of its affiliates bears to the total number of Shares then outstanding. The Company shall, upon the Purchaser’s request at any time following the acceptance of any Shares for exchange pursuant to the Offer, take such actions, including but not limited to promptly filling vacancies or newly-created directorships on the Company Board of Directors, promptly increasing the size of the Company Board of Directors (including by amending the Company Bylaws if necessary so as to increase the size of the Company Board of Directors) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable the Purchaser’s designees to be so elected or designated to the Company Board of Directors, and shall use its best efforts to cause the Purchaser’s designees to be so elected or designated at such time. The Company shall, upon the Purchaser’s request following the acceptance of any Shares for exchange pursuant to the Offer, also cause Persons elected or designated by the Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the 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 and (iii) each committee (or similar body) of each such board, in each class case only to the extent permitted by applicable law and the Marketplace Rules of the Nasdaq. Upon consummation of the Offer, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The Company’s obligations under this Section 1.3(a) shall be as nearly equal as possible. At subject to Section 14(f) of the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersExchange Act and Rule 14f-1 promulgated thereunder. The Class C director Company shall then appoint additional Class Apromptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), Class B including mailing to shareholders (together with the Schedule 14D-9) the information required by Section 14(f) and Class C directors, Rule 14f-1 as necessaryis necessary to enable the Purchaser’s designees to be elected or designated to the Company Board of Directors. The directors in Class A Purchaser shall be elected for a term expiring at provide the first Annual Meeting of Stockholders, Company with information with respect to the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders Purchaser’s designees and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafterPurchaser’s officers, directors elected and affiliates to succeed those directors whose terms expire the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall be elected for not limit any rights that the Purchaser or any of its affiliates may have as a term holder or beneficial owner of office Shares as a matter of applicable law with respect to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board Effective upon the fulfillment of Directors the Minimum Condition and upon the acceptance for payment of the shares of Company Common Stock pursuant to the Offer, Parent shall be divided into three classes: Class Aentitled to designate the number of directors, Class B and Class C. The rounded up to the next whole number, on the Company’s board of directors that equals the product of (i) the total number of directors in each class shall be as nearly equal as possible. At on the first election Company’s board of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected (giving effect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of any additional directors and/or pursuant to this Section) and (ii) a fraction whose numerator is the removal aggregate number of one shares of Company Common Stock then beneficially owned by Parent or more directors Acquisition Co. (including shares of Company Common Stock accepted for payment pursuant to the Offer), and whose denominator is the total number of shares of Company Common Stock then outstanding, and the filling Company shall take all commercially reasonable actions necessary to cause Parent’s designees to be elected or appointed to the Company’s board of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directorsdirectors, including unfilled vacancies resulting from increasing the removal number of directors, and seeking and accepting resignations of incumbent directors. At such time, to the extent requested by Parent, the Company will also use its reasonable best efforts (i) to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company’s board of directors, that represents the same percentage as the individuals designated by Parent represent on the board of directors for cause, may be filled by the vote of a majority of the remaining Company and (ii) to cause individuals designated by Parent to constitute all of the members of the board of directors then in office, although less than a quorum of each Subsidiary (as defined in Section 3.1 below) and each committee thereof. Notwithstanding the by-laws provisions of this Section 1.3, the parties hereto shall use their reasonable best efforts to cause at least two of the Corporationmembers of the Company’s board of directors, at all times prior to the Effective Time, to be individuals who were directors of the Company and were not officers or employees of the Company or any Subsidiary on the date hereof and who each meet the requirements for being considered “disinterested” under Section 302A.673 of the MBCA (the “Continuing Directors”); provided, however, that if at any time prior to the Effective Time there shall be in office only one Continuing Director for any reason, the Company’s board of directors shall cause a person who is not an officer or employee of the Company or any Subsidiary designated by the remaining Continuing Director to fill such vacancy (and such person shall be deemed to be a Continuing Director for all purposes of this Agreement), and if at any time prior to the Effective Time no Continuing Directors then remain, the other directors of the Company then in office shall use their reasonable best efforts to designate two persons to fill such vacancies who are not officers or by employees or affiliates of the sole remaining director. All directors shall hold office until the expiration Company, its Subsidiaries, Parent or Acquisition Co. or any of their respective terms of office affiliates and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from who each meet the death, resignation or removal of a director shall serve requirements for the remainder being considered “disinterested” under Section 302A.673 of the full term MBCA (and such persons shall be deemed to be Continuing Directors for all purposes of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotthis Agreement).

Directors. The (a) Effective upon the purchase of and payment for any Shares by Parent or Purchaser or any of their affiliates pursuant to the Offer (the "Appointment Time"), Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors shall be divided into three classes: Class A, Class B and Class C. The as is equal to the product of the total number of directors in each class shall be as nearly equal as possible. At on the first election Company Board of Directors (giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the incorporatorpercentage that the aggregate number of Shares beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by Purchaser, Parent and any of their affiliates bears to the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting total number of StockholdersShares then outstanding. The Class C director shall then appoint additional Class ACompany shall, Class B and Class C directorsupon Parent's request, as necessary. The directors in Class A shall be elected for a term expiring at use all reasonable efforts to promptly increase the first Annual Meeting size of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Company Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that amending the Bylaws of the Corporation Company if necessary so as to increase the size of the Company Board of Directors, or use all reasonable efforts to promptly secure the written 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 Board of Directors, and shall use all reasonable efforts to cause Parent's designees to be so requireelected or designated at the Appointment Time. At the Appointment Time, the election Company shall, upon Parent's request, also use all reasonable efforts to cause persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the 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; 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 or trading market on which the Company's common stock is listed or traded. The Company shall promptly upon execution of this Agreement take all actions required pursuant to such Section 14(f) of the Corporation need Exchange Act and Rule 14f-l promulgated thereunder 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-l as is necessary to enable Parent's designees to be elected or designated to the Company Board of Directors. Parent or Purchaser shall supply the Company information with respect to either of them and their nominees, officers, directors and affiliates to the extent required by written ballot.Section 14(f)

Directors. The (a) Effective upon the purchase of shares of Company Common Stock pursuant to the Offer, Parent, in accordance with applicable Law, including U.S. federal securities laws, shall be entitled to designate the number of directors, rounded up to the next whole number, constituting the Company’s entire Board of Directors that equals the product of (i) the total number of directors on the Company’s entire Board of Directors (giving effect to the election of directors designated and elected by Parent pursuant to this Section 1.3(a)) and (ii) 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 purchased pursuant to the Offer) bears to the total number of shares of Company Common Stock then outstanding, and the Company shall cause Parent’s designees to be elected or appointed to the Company’s Board of Directors, including, if necessary, by increasing the total number of Company directorships, and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts 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 as such individuals represent on the Company’s Board of Directors. Without limiting the generality of the foregoing paragraph, at all times prior to the Effective Time, the Company’s Board of Directors shall be divided into three classes: Class A, Class B composed of not less than two Continuing Directors each of whom shall be a Qualified Person and Class C. The if the number of Continuing Directors shall ever be fewer than two for any reason (or if immediately following consummation of the Offer there are not at least two then-existing directors in each class of the Company who are Qualified Persons and willing to serve as Continuing Directors), then the number of Continuing Directors required hereunder shall be as nearly equal as possible. At one, unless the first election of directors by the incorporator, the incorporator shall elect remaining Continuing Director is able to identify a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall Qualified Person who is not then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders an officer or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority Affiliate of the remaining directors then in officeCompany, although less than a quorum (as defined in the by-laws of the Corporation), Parent or by the sole remaining director. All directors shall hold office until the expiration any of their respective terms of office subsidiaries and until their successors is willing to serve as a Continuing Director, in which case such remaining Continuing Director shall have been elected and qualified. A director elected be entitled to designate any such Qualified Person to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor such designated Qualified Person shall have been elected and qualified. Unless and except be deemed to the extent that the Bylaws be a Continuing Director for all purposes of the Corporation shall so requirethis Agreement, or if no Continuing Directors then remain, the election other directors shall be required to designate two Qualified Persons to fill such vacancies and such persons shall be deemed to be Continuing Directors for all purposes of directors of the Corporation need not be by written ballotthis Agreement.

Directors. The (a) Promptly after the acceptance for payment of shares of Company Common Stock tendered pursuant to the Offer representing at least a majority of the 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 Purchaser, Purchaser shall be entitled to designate such number of members of the Company Board (the “Purchaser Designees”), rounded up to the nearest whole number, as will give Purchaser representation on the Company Board equal to the product of the total number of members of the Company Board (after giving effect to any increase in the number of the directors elected pursuant to this sentence) multiplied by the percentage that the number of shares of Company Common Stock beneficially owned by Parent or Purchaser at such time (including shares of Company Common Stock so accepted for payment) bears to the total number of shares of Company Common Stock then outstanding; provided, however, that in no event shall Purchaser Designees constitute less than a majority of the Company Board. In furtherance thereof, the Company shall, upon the request of, and as specified by, Purchaser, promptly (and in any event within one (1) Business Day) either increase the size of the Company Board or secure the resignations of such number of the Company’s incumbent directors, or both, as is necessary to enable Purchaser Designees to be so elected or appointed to the Company Board and the Company shall take all actions available to the Company to cause Purchaser Designees to be so elected or appointed. At such time, if requested by Purchaser, the Company shall also take all action necessary to cause persons designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of Directors shall be divided into three classes: Class A(i) each committee of the Company Board, Class B and Class C. The number (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, in each class shall be as nearly equal as possible. At case only to the first election extent permitted by applicable Law or the rules of directors by any stock exchange or trading market on which the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersCompany Common Stock is listed and traded. The Class C director provisions of this Section 1.3 are in addition to and shall then appoint additional Class Anot limit any rights which Purchaser, Class B and Class C directorsParent or any of their affiliates (as such term is defined in Rule 405 promulgated under the Securities Act of 1933, as necessary. The directors in Class A shall be elected for amended (the “Securities Act”)) (“Affiliates”) may have as a term expiring at the first Annual Meeting holder or beneficial owner of Stockholders, the directors in Class B shall be elected for shares of Company Common Stock as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) Subject to applicable Law and provided that the Minimum Tender Condition is satisfied, promptly after Acquisition Sub accepts for payment and pays for any shares of Directors Company Common Stock tendered and not withdrawn pursuant to the Offer (the “Appointment Time”), and at all times thereafter, Acquisition Sub shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The 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 in each class on the board of directors of the Company (giving effect to the directors elected or designated by Acquisition Sub pursuant to this sentence) multiplied by the percentage that the aggregate number of shares of Company Common Stock beneficially owned by Parent and Acquisition Sub bears to the total number of shares of Company Common Stock then outstanding; provided, however, that, subject to applicable Law and the rules of the NYSE, Acquisition Sub shall be as nearly equal as possible. At entitled to designate at least a majority of the first election directors on the board of directors by of the incorporatorCompany at all times following the Appointment Time. Upon Acquisition Sub’s request at any time following the Appointment Time, the incorporator shall elect a Class C director for a term expiring at Company shall, subject to the Corporation’s third Annual Meeting terms of Stockholders. The Class C director shall then appoint additional Class Athe Restated Certificate of Incorporation and the Bylaws of the Company, Class B take such actions, including but not limited to filling vacancies or newly created directorships on the board of directors of the Company, increasing the size of the board of directors of the Company (including by amending the Bylaws of the Company if necessary so as to increase the size of the board of directors of the Company) and/or requesting and Class C accepting the resignations of such number of its incumbent directors, as necessaryis reasonably necessary to enable Acquisition Sub’s designees to be so elected or designated to the board of directors of the Company, and shall cause Acquisition Sub’s designees to be so elected or designated at such time. The Company shall, upon Acquisition Sub’s request following the Appointment Time, also cause Persons elected or designated by Acquisition Sub to constitute at least the same percentage (rounded up to the next whole number) as is on the board of directors of the Company of (i) each committee of the board of directors of the Company, (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, in Class A each case to the extent permitted by applicable Law and the rules of the NYSE. The Company’s obligations under this Section 2.4(a) shall be elected for a term expiring at subject to Section 14(f) of the first Annual Meeting Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of Stockholdersthis Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 2.4(a), including mailing to the directors in Class B shall Company’s stockholders (together with the Schedule 14D-9, unless otherwise requested by Parent) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Acquisition Sub’s designees to be elected for a term expiring at or designated to the second Annual Meeting board of Stockholders directors of the Company. Parent shall supply the Company with, and the directors in Class C shall solely be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders responsible for, information with respect to Acquisition Sub’s designees and at each Annual Meeting of Stockholders thereafterParent’s and Acquisition Sub’s respective officers, directors elected and affiliates to succeed those directors whose terms expire the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 2.4(a) are in addition to and shall be elected for not limit any rights that any of Acquisition Sub, Parent or any of their respective affiliates may have as a term record holder or beneficial owner of office shares of Company Common Stock as a matter of applicable Law with respect to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board Upon the Offer Closing and all times thereafter, subject to compliance with applicable Laws and the applicable rules of Directors NASDAQ, Merger Sub shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of (i) the total number of directors on the Company Board (after giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of shares of Common Stock beneficially owned by Parent, Merger Sub and any of their Subsidiaries bears to the total number of shares of Common Stock then outstanding. As used in each class this Agreement, the term “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company and the Company Board shall, upon Merger Sub’s request at any time following the Offer Closing, take all such actions necessary to (A) appoint to the Company Board the individuals designated by Merger Sub and permitted to be as nearly equal as possible. At so designated by the first election sentence of directors by the incorporatorthis Section 1.3, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders including promptly filling vacancies or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Merger Sub’s designees to be so elected or designated to the Company Board, and any vacancies in (B) cause Merger Sub’s designees to be so appointed at such time. The Company shall, upon Merger Sub’s request following the Offer Closing, also cause Persons elected or designated by Merger Sub to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority each committee of the remaining directors then in officeCompany Board to the extent permitted by applicable Laws and the rules of NASDAQ. From and after the Offer Closing, although less than the Company shall, at Parent’s request, take all action necessary to elect to be treated as a quorum (“controlled company” as defined in the by-laws rules of NASDAQ and make all necessary filings and disclosures associated with such status. The Company’s obligations under this Section 1.3 shall be subject to Section 14(f) of the Corporation), or by the sole remaining directorExchange Act and Rule 14f-l promulgated thereunder. All directors The Company shall hold office until the expiration promptly upon execution of their respective terms of office and until their successors shall have been elected and qualified. A director elected this Agreement take all actions required pursuant to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder Section 14(f) of the full term Exchange Act and Rule 14f-l in order to fulfill its obligations under this Section 1.3, including mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) of the director whose deathExchange Act and Rule 14f-l as is necessary to enable Merger Sub’s designees to be elected or designated to the Company Board. Merger Sub shall supply the Company with, resignation or removal shall have created such vacancy and until his successor shall have been elected be solely responsible for, information with respect to Merger Sub’s designees and qualified. Unless Parent’s and except Merger Sub’s respective officers, directors and Affiliates to the extent that the Bylaws required by Section 14(f) of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.Exchange Act and Rule 14f-l.

Directors. The (a) Upon the Offer Acceptance Time and all times thereafter, subject to compliance with applicable Legal Requirements and the applicable Marketplace Rules of NASDAQ, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Board of Directors shall be divided into three classes: Class A, Class B and Class C. The of the Company as is equal to the product of (i) the total number of directors in each class on the Board of Directors of the Company (after giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser and any of their Subsidiaries bears to the total number of Shares then outstanding, and Parent shall be entitled to have such designees be elected or appointed to such classes of the Board of Directors of the Company so as nearly equal to be evenly distributed as possiblepossible among the three classes of directors of the Board of Directors of the Company. At As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company and the Board of Directors of the Company shall, upon Purchaser’s request at any time following the purchase of and payment for Shares pursuant to the Offer, take all such actions necessary to (A) appoint to the Board of Directors of the Company the individuals designated by Purchaser and permitted to be so designated by the first election sentence of this Section 1.3(a), including promptly filling vacancies or newly created directorships on the Board of Directors of the Company, promptly increasing the size of the Board of Directors of the Company (including by amending the bylaws of the Company if necessary so as to increase the size of the Board of Directors of the Company) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Board of Directors of the Company, and (B) cause Purchaser’s designees to be so appointed at such time. The Company shall, upon Purchaser’s request following the Offer Acceptance Time, also cause Persons elected or designated by Purchaser to constitute the incorporatorsame percentage (rounded up to the next whole number) as is on the Board of Directors of the Company of each committee of the Board of Directors of the Company to the extent permitted by applicable Legal Requirements and the NASDAQ Marketplace Rules. From and after the Offer Acceptance Time, the incorporator shall Company shall, at Parent’s request, take all action necessary to elect to be treated as a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders“controlled company” as defined by NASDAQ Marketplace Rule 5615(c)(1) and make all necessary filings and disclosures associated with such status. The Class C director Company’s obligations under this Section 1.3(a) shall then appoint additional Class A, Class B be subject to Section 14(f) of the Exchange Act and Class C directors, as necessaryRule 14f-l promulgated thereunder. The directors Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-l in Class A shall order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) of the Exchange Act and Rule 14f-l as is necessary to enable Purchaser’s designees to be elected for a term expiring at or designated to the first Annual Meeting Board of StockholdersDirectors of the Company. Purchaser shall supply the Company with, the directors in Class B shall and be elected for a term expiring at the second Annual Meeting of Stockholders solely responsible for, information with respect to Purchaser’s designees and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders Parent’s and at each Annual Meeting of Stockholders thereafterPurchaser’s respective officers, directors elected and Affiliates to succeed those directors whose terms expire the extent required by Section 14(f) of the Exchange Act and Rule 14f-l. The provisions of this Section 1.3(a) are in addition to and shall be elected for not limit any rights that any of Purchaser, Parent or any of their respective Subsidiaries may have as a term record holder or beneficial owner of office Shares as a matter of applicable Legal Requirements with respect to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. (a) Promptly upon the purchase of and acceptance for payment for any Shares (including, without limitation, all Shares subject to the Tender and Option Agreement) by Acquisition Sub or any affiliate of Acquisition Sub pursuant to the Offer or the Tender and Option Agreement which represents the Minimum Condition, Acquisition Sub shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board as is equal to the product of the total number of directors then serving on such Board (after giving effect to the directors designated by Acquisition Sub pursuant to this Section) multiplied by the ratio of the aggregate number of Shares beneficially owned by Acquisition Sub and any of its affiliates to the total number of Shares then outstanding. The Company shall, upon request of Acquisition Sub, take all action necessary to cause Acquisition Sub's designees to be elected or appointed to the Board, including, without limitation, increasing the size of the Board or, at the Company's election, securing the resignations of such number of its incumbent directors as is necessary to enable Acquisition Sub's designees to be so elected or appointed to the Board, and shall cause Acquisition Sub's designees to be so elected or appointed. At such time, the Company shall also cause persons designated by Acquisition Sub to constitute the same percentage (rounded up to the next whole number) as is on the Board of (i) each committee of the Board, (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. In the event that Acquisition Sub's designees are elected to the Board, until the Effective Time, the Board shall have at least two directors who are directors on the date hereof (the "Company Directors"). In such event, if either of the Company Directors is unable to serve for any reason whatsoever, the other directors shall designate a person to fill such vacancy who shall not be a designee, shareholder or affiliate of Acquisition Sub to be a Company Director for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Acquisition Sub's designees are elected to the Board, after the acceptance for payment of shares of Common Stock pursuant to the Offer and prior to the Effective Time, the affirmative vote of the Company 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, (c) extend the time for performance of Acquisition Sub's respective obligations hereunder or (d) take any other action by the Board of Directors shall be divided into three classes: Class A, Class B and Class C. The number of directors in each class shall be as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then Company in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotconnection with this Agreement.

Directors. The (a) Promptly upon the purchase of and payment for any Shares by Purchaser pursuant to the Offer which represent at least a majority of the Shares outstanding on a fully diluted basis and at all times thereafter, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors shall be divided into three classes: Class A, Class B and Class C. The as is equal to the product of the total number of directors in on the Company Board of Directors (giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser and any of its affiliates bears to the total number of Shares then outstanding. The Company shall, upon Purchaser’s request at any time following the purchase of and payment for Shares pursuant to the Offer, use its best efforts to take such actions, including but not limited to promptly filling vacancies or newly created directorships on the Company Board of Directors, promptly increasing 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) and/or promptly securing the resignations of such number of its incumbent directors as are necessary to enable Purchaser’s designees to be so elected or designated to the Company Board of Directors, and shall use its best efforts to cause Purchaser’s designees to be so elected or designated at such time. The Company shall, upon Purchaser’s request following the purchase of and payment for Shares pursuant to the Offer, also use its best efforts to cause Persons elected or designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of each class committee of the Company Board of Directors to the extent permitted by applicable law and the rules of the New York Stock Exchange (the “NYSE”). The Company’s obligations under this Section 1.3(a) shall be as nearly equal as possible. At subject to Section 14(f) of the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersExchange Act and Rule 14f-1 promulgated thereunder. The Class C director Company shall then appoint additional Class Apromptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), Class B including mailing to shareholders (together with the Schedule 14D-9) the information required by Section 14(f) and Class C directorsRule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board of Directors. Purchaser shall supply the Company with, as necessaryand be solely responsible for, information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The directors provisions of this Section 1.3(a) are in Class A addition to and shall be elected for not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a term expiring at the first Annual Meeting holder or beneficial owner of Stockholders, the directors in Class B shall be elected for Shares as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) Promptly upon the purchase of Directors and the payment for shares of Common Stock by Parent or the Purchaser which represent at least eighty percent (80%) of the outstanding Common Stock (on a Fully-Diluted Basis), subject to Section 1.3(b) of this Agreement, Parent shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company’s board of directors as is equal to the product of the total number of directors in each class on the Company’s board of directors (giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of shares of Common Stock beneficially owned by the Purchaser, Parent and any of their affiliates bears to the total number of shares of Common Stock then outstanding (on a Fully-Diluted Basis). In furtherance thereof, the Company shall, upon request of the Parent, either take all actions necessary promptly to increase the size of the Company’s board of directors or to 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 to be as nearly equal as possibleso elected or designated at such time. At such time, the first election Company shall, upon Parent’s request, also cause persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the Company’s board of directors by of (i) each committee of the incorporator, the incorporator shall elect a Class C director for a term expiring at the CorporationCompany’s third Annual Meeting board of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at (ii) each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election board of directors and/or the removal (or similar body) of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum each Company Subsidiary (as defined in the by-laws of the CorporationSection 3.4), and (iii) each committee (or by the sole remaining director. All directors shall hold office until the expiration similar body) of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the deatheach such board, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except in each case only to the extent that permitted by applicable law or the Bylaws rules of any stock exchange or trading market on which the Common Stock is listed or traded. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Corporation Exchange Act and Rule 14f-1 thereunder. The Company shall so requirepromptly 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) (subject to the Parent’s timely notification to the Company of such information as is necessary to fulfill such obligations), including mailing to stockholders (together with the Schedule 14D-9 if the Parent has then provided the necessary information) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable the Parent’s designees to be elected or appointed to the Company’s board of directors. The Parent or the Purchaser will supply the Company in writing and be solely responsible for any 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 in addition to and shall not limit any rights which the Purchaser, the Parent or any of their affiliates may have as a holder or beneficial owner of Company Common Stock as a matter of law with respect to the election of directors of the Corporation need not be by written ballotCompany or otherwise.

Directors. The Board of Directors (a) After Merger Sub initially accepts for payment Shares validly tendered and not withdrawn pursuant to the Offer (the “Acceptance Time”) and at all times thereafter, Parent shall be divided into three classesentitled to elect or designate, to serve on the Company Board, the number of directors, rounded up to the next whole number, determined by multiplying: Class A, Class B and Class C. The (i) the total number of directors on the Company Board (giving effect to any increase in each class shall be as nearly the size of the Company Board effected pursuant to this Section 1.3(a)); by (ii) a fraction having a numerator equal as possibleto the aggregate number of Shares then beneficially owned by Parent, Holding or Merger Sub (including all Shares accepted for payment pursuant to the Offer), and having a denominator equal to the total number of Shares then issued and outstanding. At Promptly following Parent’s request after the first election of directors by the incorporatorAcceptance Time, the incorporator Company shall elect a Class C director for a term expiring at the Corporationcause Parent’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall designees to be elected for a term expiring at or appointed to the first Annual Meeting Company Board, including seeking and accepting resignations of Stockholdersincumbent directors and, if such resignations are not obtained, increasing the size of the Company Board. From and after the Acceptance Time, to the extent requested by Parent, the directors in Class B Company shall be elected for a term expiring at also, to the second Annual Meeting of Stockholders and maximum extent permitted by applicable Law (including the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority rules of the remaining directors then in officeNasdaq Global Select Market), although less than a quorum cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents at least the same percentage as individuals designated by Parent represent on the Company Board. Notwithstanding the provisions of this Section 1.3, at all times prior to the Effective Time (as defined in Section 2.3), the by-laws Company, Parent and Merger Sub shall cause the Company Board to include, at all times prior to the Effective Time, at least three of the Corporation)members of the Company Board, or selected by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder members of the full term of the director whose deathCompany Board, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of who were directors of the Corporation need Company on the date of this Agreement (“Continuing Directors”), each of whom shall be an “independent director” as defined by Rule 4200(a)(15) of the Nasdaq Marketplace Rules and eligible to serve on the Company’s audit committee under the Exchange Act and Nasdaq rules; provided, however, that if at any time prior to the Effective Time there shall be less than three (3) Continuing Directors serving as directors of the Company for any reason, then the Company Board shall, subject to the following sentence, take all necessary action (including creating a committee of the Company Board) to cause an individual selected by the remaining Continuing Directors (or Continuing Director, if there shall be only one (1) Continuing Director remaining) who satisfies the foregoing independence requirements and who is not an officer, director, stockholder or designee of Parent or any of its Affiliates to be by written ballotappointed to serve on the Company Board (and such individual shall be deemed to be a Continuing Director for all purposes under this Agreement).

Directors. The (a) Provided that the Minimum Condition is satisfied, promptly after Purchaser accepts for payment and pays for any Shares tendered and not withdrawn pursuant to the Offer (the “Appointment Time”), and at all times thereafter, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors shall be divided into three classes: Class A, Class B and Class C. The as is equal to the product of the total number of directors in each class on the Company Board of Directors (giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent and Purchaser bears to the total number of Shares then outstanding; provided, however, that, subject to applicable Law and the rules of the NYSE, Purchaser shall be as nearly equal as possibleentitled to designate at least a majority of the directors on the Company Board of Directors at all times following the Appointment Time. At Upon Purchaser’s request at any time following the first election of directors by the incorporatorAppointment Time, the incorporator Company shall elect a Class C director for a term expiring at take such actions, including but not limited to filling vacancies or newly created directorships on the Corporation’s third Annual Meeting Company Board of Stockholders. The Class C director shall then appoint additional Class ADirectors, Class B increasing the size of the Company Board of Directors (including by amending the Company Bylaws if necessary so as to increase the size of the Company Board of Directors) and/or requesting and Class C accepting the resignations of such number of its incumbent directors, as necessaryis reasonably necessary to enable Purchaser’s designees to be so elected or designated to the Company Board of Directors, and shall cause Purchaser’s designees to be so elected or designated at such time. The Company shall, upon Purchaser’s request following the Appointment Time, also cause Persons elected or designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is on the 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, and (iii) each committee (or similar body) of each such board, in Class A each case to the extent permitted by applicable Law and the rules of the NYSE. The Company’s obligations under this Section 1.3(a) shall be elected for a term expiring at subject to Section 14(f) of the first Annual Meeting Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of Stockholdersthis Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders (together with the directors in Class B shall Schedule 14D-9, unless otherwise requested by Parent) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser’s designees to be elected for a term expiring at or designated to the second Annual Meeting Company Board of Stockholders Directors. Purchaser shall supply the Company with, and the directors in Class C shall solely be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders responsible for, information with respect to Purchaser’s designees and at each Annual Meeting of Stockholders thereafterParent’s and Purchaser’s respective officers, directors elected and affiliates to succeed those directors whose terms expire the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall be elected for not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a term record holder or beneficial owner of office Shares as a matter of applicable Law with respect to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) Upon the Offer Acceptance Time and all times thereafter, subject to compliance with applicable Laws and the applicable rules of Directors the NYSE, Purchaser shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of (i) the total number of directors on the Company Board (after giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser and any of their Subsidiaries bears to the total number of shares of Company Common Stock then outstanding. As used in each class this Agreement, the terms “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company and the Company Board shall, upon Purchaser’s request at any time following the Offer Acceptance Time, take all such actions necessary to (A) appoint to the Company Board the individuals designated by Purchaser and permitted to be as nearly equal as possible. At so designated by the first election sentence of directors by the incorporatorthis Section 1.3(a), the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders including promptly filling vacancies or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Company Board, and any vacancies in (B) cause Purchaser’s designees to be so appointed at such time. The Company shall, upon Purchaser’s request following the Offer Acceptance Time, also cause Persons elected or designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority each committee of the remaining directors then in officeCompany Board to the extent permitted by applicable Laws and the rules of the NYSE. From and after the Offer Acceptance Time, although less than the Company shall, at Parent’s request, take all action necessary to elect to be treated as a quorum (“controlled company” as defined in the by-laws rules of the CorporationNYSE and make all necessary filings and disclosures associated with such status. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-l in order to fulfill its obligations under this Section 1.3(a), or including mailing to stockholders (together with the Schedule 14D-9) the information required by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder Section 14(f) of the full term of Exchange Act and Rule 14f-l as is necessary to enable Purchaser’s designees to be elected or designated to the director whose deathCompany Board. Purchaser shall supply the Company with, resignation or removal shall have created such vacancy and until his successor shall have been elected be solely responsible for, information with respect to Purchaser’s designees and qualified. Unless Parent’s and except Purchaser’s respective officers, directors and Affiliates to the extent that the Bylaws required by Section 14(f) of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.Exchange Act and Rule 14f-l.

Directors. The (a) Provided that the Minimum Condition is satisfied, promptly after Merger Sub accepts for payment and pays for any Shares tendered and not withdrawn pursuant to the Offer (the “Appointment Time”), and at all times thereafter, Merger Sub shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Board of Directors shall be divided into three classes: Class A, Class B and Class C. The of the Company as is equal to the product of the total number of directors in each class on the Board of Directors of the Company (giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent and Merger Sub bears to the total number of Shares then outstanding; provided, however, that, subject to applicable Law and the rules of the NYSE, Merger Sub shall be as nearly equal as possibleentitled to designate at least a majority of the directors on the Board of Directors of the Company at all times following the Appointment Time. At Upon Merger Sub’s request at any time following the first election of directors by the incorporatorAppointment Time, the incorporator Company shall elect a Class C director for a term expiring at take such actions, including but not limited to filling vacancies or newly created directorships on the Corporation’s third Annual Meeting Board of Stockholders. The Class C director shall then appoint additional Class ADirectors of the Company, Class B increasing the size of the Board of Directors of the Company (including by amending the Bylaws of the Company if necessary so as to increase the size of the Board of Directors of the Company) and/or requesting and Class C accepting the resignations of such number of its incumbent directors, as necessaryis reasonably necessary to enable Merger Sub’s designees to be so elected or designated to the Board of Directors of the Company, and shall cause Merger Sub’s designees to be so elected or designated at such time. The Company shall, upon Merger Sub’s request following the Appointment Time, also cause Persons elected or designated by Merger Sub to constitute at least the same percentage (rounded up to the next whole number) as is on the Board of Directors of the Company of (i) each committee of the Board of Directors of the Company, (ii) each board of directors (or similar body) of each Company Subsidiary, and (iii) each committee (or similar body) of each such board, in Class A each case to the extent permitted by applicable Law and the rules of the NYSE. The Company’s obligations under this Section 1.3(a) shall be elected for a term expiring at subject to Section 14(f) of the first Annual Meeting Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of Stockholdersthis Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders (together with the directors in Class B shall Schedule 14D-9, unless otherwise requested by Parent) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Merger Sub’s designees to be elected for a term expiring at or designated to the second Annual Meeting Board of Stockholders Directors of the Company. Merger Sub shall supply the Company with, and the directors in Class C shall solely be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders responsible for, information with respect to Merger Sub’s designees and at each Annual Meeting of Stockholders thereafterParent’s and Merger Sub’s respective officers, directors elected and affiliates to succeed those directors whose terms expire the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall be elected for not limit any rights that any of Merger Sub, Parent or any of their respective affiliates may have as a term record holder or beneficial owner of office Shares as a matter of applicable Law with respect to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) Promptly upon the purchase of Directors and payment for any Common Shares by Parent, Acquisition Corp. and/or any of their affiliates pursuant to the Offer and at all times thereafter, Parent shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of the total number of directors in each class shall be as nearly equal as possible. At on such Company Board (giving effect to the first election of directors designated or elected by Parent pursuant to this sentence) multiplied by the incorporatorpercentage that the aggregate number of Common Shares beneficially owned by Parent, Acquisition Corp. and/or any of their respective affiliates bears to the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting total number of StockholdersCommon Shares then issued and outstanding. The Class C director shall then appoint additional Class ACompany shall, Class B and Class C upon the request of Parent, use its best efforts to promptly (but in any event within two Business Days after receipt of such request) take such actions, including filling vacancies or newly created directorships on the Company Board, increasing the size of the Company Board, including by amending the bylaws of the Company if necessary to so increase the size of the Company Board, and/or securing the resignations of such number of its incumbent directors, as necessaryis necessary to enable Parent's designees to be so elected or designated to the Company Board, and shall cause Parent's designees to be so elected or appointed at such time. The Company shall, upon the request of Parent, also cause Persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each Subsidiary (as defined in Class A SECTION 3.01 hereof) of the Company (each a "SUB BOARD") and (iii) each committee (or similar body) of each Sub Board, in each case only to the extent permitted by applicable Law and the rules of any stock exchange or quotation system on which the Common Shares are listed. Notwithstanding the foregoing, until the Effective Time (as defined in SECTION 2.02 hereof), neither Parent nor Acquisition Corp. shall remove (other than for cause) any of the Designated Company Directors (as defined in SECTION 1.03(B) below) or request that any of the Designated Company Directors resign from the Company Board; PROVIDED that, subsequent to the purchase of and payment for Common Shares pursuant to the Offer, Parent shall always be entitled to have its designees represent a majority of the entire Company Board. The Company's obligations under this SECTION 1.03(A) shall be elected for a term expiring at subject to Section 14(f) of the first Annual Meeting of StockholdersExchange Act and Rule 14f-1 promulgated 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 1.03(A), including mailing to shareholders the directors in Class B shall information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected for a term expiring at or appointed to the second Annual Meeting Company Board. Parent or Acquisition Corp. will supply the Company any information with respect to either of Stockholders them and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereaftertheir nominees, officers, directors elected and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this SECTION 1.03(A) are in addition to succeed those directors whose terms expire and shall be elected for not limit any rights which Acquisition Corp., Parent or any of their affiliates may have as a term holder or Beneficial Owner of office Common Shares as a matter of Law with respect to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The (a) Promptly after Purchaser accepts for payment and pays for any Shares tendered and not withdrawn pursuant to the Offer (the “Appointment Time”), and at all times thereafter, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors shall be divided into three classes: Class A, Class B and Class C. The 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 Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser and any of its affiliates bears to the total number of Shares then outstanding. The Company shall, upon Purchaser’s request at any time following the purchase of and payment for Shares pursuant to the Offer, take such actions, including but not limited to promptly filling vacancies or newly created directorships on the Company Board of Directors, promptly increasing 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) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Company Board of Directors, and shall use its best efforts to cause Purchaser’s designees to be so elected or designated at such time. The Company shall, upon Purchaser’s request following the Appointment Time, also cause Persons elected or designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the 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 and (iii) each committee (or similar body) of each such board, in each class case to the extent permitted by applicable law and the Marketplace Rules of the Nasdaq Global Market (the “Nasdaq”). Promptly after the Appointment Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The Company’s obligations under this Section 1.3(a) shall be as nearly equal as possible. At subject to Section 14(f) of the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersExchange Act and Rule 14f-1 promulgated thereunder. The Class C director Company shall then appoint additional Class Apromptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), Class B including mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Class C directorsRule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board of Directors. Purchaser shall supply the Company with information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, as necessarydirectors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The directors provisions of this Section 1.3(a) are in Class A addition to and shall be elected for not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a term expiring at the first Annual Meeting record holder or beneficial owner of Stockholders, the directors in Class B shall be elected for Shares as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) Promptly upon the purchase by Purchaser pursuant to the Offer of Directors such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafter, Purchaser shall be divided into three classes: Class Aentitled to designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as shall give Purchaser representation on the Company Board equal to the product of the total number of directors on the Company Board (after giving effect to any increase in each class the number of directors pursuant to this Section 1.3) and the percentage that such number of Shares so purchased (including Shares accepted for payment and the purchased Top-Up Shares) bears to the total number of Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Purchaser’s designees to be so elected or appointed; provided, however, that Parent shall be as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring entitled to designate at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of least a majority of the remaining directors then in officeon the Company Board (as long as Parent and its Affiliates Beneficially Own a majority of the Shares of the Company). Subject to subsection (c) of this Section 1.3, although the Company shall also cause individuals designated by Purchaser to constitute the same percentage as such individuals represent of the entire Company Board (but no less than a quorum majority) on the following: (as defined in the by-laws i) each committee of the Corporation)Company Board; (ii) each Board of Directors and each committee thereof of each wholly owned Subsidiary of the Company and (iii) the designees, appointees or other similar representatives of the Company on each Board of Directors (or other similar governing body) and each committee thereof of each non-wholly owned Subsidiary. The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act. 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 sole remaining directorExchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. All directors Parent and Purchaser shall hold office until supply to the expiration of Company all information with respect to themselves and their respective terms of office officers, directors and until their successors shall have been elected Affiliates required by such Section and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotRule.

Directors. (a) Promptly upon the Offer Acceptance Time and all times thereafter, subject to compliance with applicable Laws and the applicable Marketplace Rules of The Board of Directors NASDAQ Stock Market LLC (“NASDAQ”), Merger Sub shall be divided into three classes: Class A, Class B and Class C. The entitled to designate such number of directors in each class shall be as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except rounded up to the extent that next whole number, on the Bylaws of the Corporation shall so require, the election board of directors of the Corporation need Company as is equal to the product of (i) the total number of directors on the board of directors of the Company (after giving effect to the directors designated by Merger Sub pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of shares of Common Stock at such time beneficially owned by Parent, Merger Sub and any of their Affiliates bears to the total number of shares of Common Stock then issued and outstanding. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company shall, upon Merger Sub’s request at any time following the Offer Acceptance Time, take all such actions necessary to (A) appoint to the Company Board the individuals designated by Merger Sub and permitted to be so designated by the first sentence of this Section 1.3(a), including, but not limited to, promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Merger Sub’s designees to be so elected or designated to the Company Board, and (B) cause Merger Sub’s designees to be so appointed at such time. The Company shall, upon Merger Sub’s request following the Offer Acceptance Time, also cause Persons elected or designated by written ballot.Merger Sub to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of each committee of the board of directors of the Company to the extent permitted by applicable Laws and the NASDAQ Marketplace Rules. 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 take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to shareholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 not later than such time as is necessary to enable Merger Sub’s designees to be designated to the Company Board at the Offer Acceptance Time. Merger Sub shall and Parent shall cause Merger Sub to supply the Company with, and be solely responsible for, 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) of the Exchange Act and Rule 14f-1. The provisions of this

Directors. The Board (a) Promptly upon the purchase of Directors and payment for any Shares by Parent or Purchaser pursuant to the Offer (provided that the Minimum Condition is satisfied), Parent shall be divided into three classes: Class Aentitled to designate such number of directors, Class B and Class C. The rounded to the nearest whole number, on the Board as is equal to the product of the total number of directors in each class on the Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the number of Shares so accepted for payment bears to the total number of Shares then outstanding; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company Board (as nearly equal long as possibleParent and its Affiliates beneficially own a majority of the Common Shares of the Company). In furtherance of Parent’s rights under this Section 1.3, the Company shall, upon Parent or Purchaser’s request, use all reasonable efforts promptly either to increase the size of the Board or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent’s designees to be so elected to the Board, and shall take all actions available to the Company to cause Parent’s designees to be so elected. At such time, the first election Company shall also upon Parent’s request cause Persons designated by Parent (provided that any designees to the Audit Committee comply with the Audit Committee Requirements (as defined below)) to have appropriate (and not less than a majority so long as Parent and its Affiliates beneficially own a majority of the Shares) representation on (i) each committee of the Board, (ii) each board of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting (or similar body) of Stockholderseach Subsidiary and (iii) each committee (or similar body) of each such board. The Class C director Company shall then appoint additional Class Apromptly 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, Class B including mailing to stockholders (as part of the Schedule 14D-9 or otherwise) the information required by such Section 14(f) and Class C directors, Rule 14f-1 as necessaryis necessary to enable Parent’s designees to be elected to the Board (provided that Purchaser shall have provided to the Company on a timely basis all information required to be included with respect to Purchaser’s designees). The directors provisions of this Section 1.3 are in Class A addition to and shall be elected for not limit any rights which Purchaser, Parent or any of their affiliates may have as a term expiring at the first Annual Meeting holder or beneficial owner of Stockholders, the directors in Class B shall be elected for Shares as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board of Directors shall be divided into three classes: Class A, Class B and Class C. The number of directors in each class shall be as nearly equal as possible. At the first election of directors Each director elected by the incorporator, holders of shares of Series C Preferred Stock or the incorporator shall elect a Class holders of shares of Series C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B Preferred Stock and Class C directorsDefaulted Parity Stock, as necessarythe case may be, as provided in Section 3.3 shall, unless his term shall expire earlier, hold office until the annual meeting of stockholders next succeeding his election or until his successor, if any, is elected and qualified. The directors in Class A In case any vacancy shall be elected for a term expiring at the first Annual Meeting of Stockholders, occur among the directors in Class B shall be elected for a term expiring at by the second Annual Meeting holders of Stockholders shares of Series C Preferred Stock or the holders of shares of Series C Preferred Stock and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafterDefaulted Parity Stock, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware case may otherwise requirebe, as provided in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any Section 3.3, such vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled for the unexpired portion of the term by vote of the remaining director theretofore elected by such holders (if there is a remaining director), or such director's successor in office. If any such vacancy is not so filled within 20 days after the creation thereof or if both directors so elected by the holders of Series C Preferred Stock or the holders of Series C Preferred Stock and Defaulted Parity Stock, as the case may be, shall cease to serve as directors before their terms shall expire, the holders of the Series C Preferred Stock or the holders of Series C Preferred Stock and Defaulted Parity Stock, as the case may be, then outstanding and entitled to vote for such directors may, by written consent as herein provided, or at a special meeting of such holders called as provided herein, elect successors to hold office for the unexpired terms of the directors whose places shall be vacant. Any director elected by the holders of shares of Series C Preferred Stock voting separately as a single class or the holders of shares of Series C Preferred Stock voting as a class with the holders of shares of Defaulted Parity Stock may be removed from office with or without cause by the vote or written consent of the holders of at least a majority of the remaining directors then in office, although less than outstanding shares of Series C Preferred Stock or a quorum (as defined in the by-laws majority of the Corporation)outstanding shares of Series C Preferred Stock and Defaulted Parity Stock, or by as the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualifiedcase may be. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder special meeting of the full term holders of shares of Series C Preferred Stock or the director whose deathholders of shares of Series C Preferred Stock and Defaulted Parity Stock, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to as the extent that case may be, may be called in accordance with the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotprocedures set forth in Section 3.4.1.

Directors. The (a) Effective upon the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer (the “Appointment Time”), subject to Section 1.3(b), Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) 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 Board, including, without limitation, at the option of Parent, increasing the number of directors, or seeking and accepting resignations of incumbent directors, or both; provided, however, that prior to the Effective Time, the Company Board shall always have at least two members who were directors of the Company prior to consummation of the Offer (each, a “Continuing Director”). If the number of Continuing Directors is reduced to fewer than two for any reason prior to the Effective Time, the remaining and departing Continuing Directors shall be divided into three classes: Class Aentitled to designate a person to fill the vacancy. Notwithstanding anything in this Agreement to the contrary, Class B and Class C. The number of directors in each class shall be as nearly equal as possible. At if Parent’s designees are elected to the first election of directors by Company Board prior to the incorporatorEffective Time, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the affirmative vote of a majority of the remaining directors then in officeContinuing Directors shall be required for the Company to (i) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, although less than a quorum (as defined in the by-laws ii) waive any of the Corporation)Company’s rights, benefits or remedies hereunder, (iii) extend the time for performance of Parent’s and Merger Sub’s respective obligations hereunder, or (iv) approve any other action by the sole remaining director. All directors shall hold office until Company which is reasonably likely to adversely affect the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder interests of the full term of Company Stockholders (other than Parent, Merger Sub and their affiliates (other than the director whose death, resignation or removal shall have created such vacancy Company and until his successor shall have been elected and qualified. Unless and except its Subsidiaries)) with respect to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be transactions contemplated by written ballotthis Agreement.

Directors. The 3.5.1. Promptly upon the purchase of and payment for Company Common Shares by Parent on the Share Purchase Date and prior to the Effective Time, (i) the size of the Board of Directors of the Company shall be divided into decreased to seven, (ii) all current directors shall resign, other than three classes: Class Aof the current directors who are not employees of the Company or shareholders, Class B affiliates, associates or employees of Parent or Purchaser (as shall be designated by the board of directors of the Company prior to the Share Purchase Date), and Class C. The (iii) a number of directors in each class persons equal to the aggregate vacancies so created shall be as nearly equal as possible. At the first election of directors designated by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B Parent and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at to fill the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholdersvacancies so created. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected Any person designated by Parent to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in serve on the Board of DirectorsDirectors of the Company between the Share Purchase Date and the Effective Time shall be responsible, including unfilled vacancies resulting from qualified and knowledgeable about the removal retail industry and/or the sporting goods industry, and the persons designated by Parent to serve shall, collectively, satisfy all applicable NASD listing standards for composition of the board. The Company shall, upon request of Parent, use its reasonable best efforts promptly to secure the resignations of such number of its incumbent directors for causeas is necessary to enable Parent’s designees to be so elected or appointed to the Board of Directors (and to the extent the Company is not successful in securing all of such resignations, may be filled by increase the vote size of the Board of Directors to enable Parent to designate a majority of the remaining total number of directors then in office, although less than a quorum (as defined in the by-laws of the CorporationCompany), and shall use its reasonable best efforts to cause Parent’s designees to be so elected or appointed at such time. The Company’s obligations under this Section 3.5.1 shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated 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 3.5.1 (subject to Parent’s timely notification to the Company of such information as is necessary to fulfill such obligations), including mailing to shareholders (together with the Schedule 14D-9 if Parent has then provided the necessary information) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable the sole remaining directorparent’s designees to be elected or appointed to the Company’s board of directors. All Parent or Purchaser will supply the Company in writing and be solely responsible for any 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 3.5.1 are in addition to and shall hold office until the expiration not limit any rights which Purchaser, Parent or any of their respective terms affiliates may have as a holder or beneficial owner of office and until their successors shall have been elected and qualified. A director elected Company Common Shares as a matter of law with respect to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotCompany or otherwise.

Directors. The Board (a) After the Purchaser accepts for payment such number of Directors Shares tendered and not properly withdrawn as represents no less than a majority of the voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) pursuant to the Offer (the “Acceptance Time”), and at all times thereafter, the Purchaser shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of the total number of directors on the Company Board (giving effect to the directors elected or designated by the Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent and its direct or indirect wholly-owned Subsidiaries, including the Purchaser, bears to the total number of Shares then outstanding. After the Acceptance Time, the Company shall, upon the Purchaser’s request, take all actions as are necessary or desirable to enable the Purchaser’s designees to be so elected or designated to the Company Board, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors, and shall cause the Purchaser’s designees to be so elected or designated at such time (any and all members of the Company Board immediately prior to any designees of the Purchaser joining the Company Board and who remain on the Company Board after any designees of the Purchaser join the Company Board, the “Continuing Directors”). If at any time the number of directors who are Continuing Directors is reduced to zero, then the other directors on the Company Board shall designate and appoint to the Company Board one director who is not a stockholder or affiliate of Parent or the Purchaser (other than as a result of such designation) and such director shall be deemed to be a Continuing Director for purposes of this Agreement. After the Acceptance Time, the Company shall also, upon the Purchaser’s request, cause the directors elected or designated by the Purchaser to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each class shall be as nearly equal as possiblecase to the extent permitted by applicable Law and the listing requirements of the NASDAQ Global Market (“NASDAQ”). At After the first election of directors by the incorporatorAcceptance Time, the incorporator Company shall also, upon the Purchaser’s request, take all action necessary to elect to be treated as a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders“controlled company” as defined by NASDAQ Rule 4350(c) and make all necessary filings and disclosures associated with such status. The Class C director provisions of this Section 1.3(a) are in addition to and shall then appoint additional Class Anot limit any rights that Parent or its direct or indirect Subsidiaries, Class B and Class C directorsincluding the Purchaser, may have as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting record holder or beneficial owner of Stockholders, the directors in Class B shall be elected for Shares as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) After the Purchaser accepts for exchange Shares tendered and not properly withdrawn pursuant to the Offer representing at least such number of Directors Shares as shall satisfy the Minimum Condition in accordance with the terms of the Offer and this Agreement (the “Acceptance Time”), and at all times thereafter, the Purchaser shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of the total number of directors on the Company Board (giving effect to the directors elected or designated by the Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent and its direct or indirect wholly-owned Subsidiaries, including the Purchaser, bears to the total number of Shares then outstanding. After the Acceptance Time, the Company shall, upon the Purchaser’s request, take all actions as are necessary or desirable to enable the Purchaser’s designees to be so elected or designated to the Company Board, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors, and shall cause the Purchaser’s designees to be so elected or designated at such time (any and all members of the Company Board immediately prior to any designees of the Purchaser joining the Company Board and who remain on the Company Board after any designees of the Purchaser join the Company Board, the “Continuing Directors”). After the Acceptance Time, the Company shall also, upon the Purchaser’s request, cause the directors elected or designated by the Purchaser to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each class shall be as nearly equal as possiblecase to the extent permitted by applicable Law and the listing requirements of NASDAQ. At After the first election of directors by the incorporatorAcceptance Time, the incorporator Company shall also, upon the Purchaser’s request, take all action necessary to elect to be treated as a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders“controlled company” as defined by NASDAQ Rule 4350(c) and make all necessary filings and disclosures associated with such status. The Class C director provisions of this Section 1.3(a) are in addition to and shall then appoint additional Class Anot limit any rights that Parent or its direct or indirect Subsidiaries, Class B and Class C directorsincluding the Purchaser, may have as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting record holder or beneficial owner of Stockholders, the directors in Class B shall be elected for Shares as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) Effective upon the Acceptance Time and from time to time thereafter (including upon acceptance of Directors Company Common Stock tendered during any subsequent offering period), Parent shall be divided into three classesentitled to designate, to serve on the Company’s board of directors, the number of directors, rounded up to the next whole number, determined by multiplying: Class A, Class B and Class C. The (i) the total number of directors in each class shall be as nearly equal as possible. At on the first election Company’s board of directors (giving effect to any increase in the size of the Company’s board of directors effected pursuant to this Section 1.3(a)); by (ii) a fraction having a numerator equal to the incorporatoraggregate number of shares of Company Common Stock then beneficially owned by Parent or Acquisition Sub (including all shares of Company Common Stock accepted for payment pursuant to the Offer), and having a denominator equal to the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting total number of Stockholders. The Class C director shall shares of Company Common Stock then appoint additional Class Aissued and outstanding (provided, Class B and Class C directorshowever, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise requirethat, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of no event shall Parent’s director designees constitute less than a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election entire board of directors of the Corporation need Company after the Acceptance Time). 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 seeking and accepting resignations of incumbent directors and, if such resignations are not obtained, increasing the size of the Company’s board of directors. From and after the Acceptance Time, to the extent requested by Parent, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on: (1) each committee of the Company’s board of directors; and (2) the board of directors of each Subsidiary of the Company (and each committee thereof) that represents at least the same percentage as individuals designated by Parent represent on the board of directors of the Company. After the Acceptance Time, upon Parent’s request, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by written ballotNasdaq Stock Market Rule 4350(c) and make all necessary filings and disclosures associated with such status. Notwithstanding the provisions of this Section 1.3, the Company shall use commercially reasonable efforts to ensure that, at all times after the Acceptance Time and prior to the Effective Time, at least two of the members of the Company’s board of directors are individuals who were directors of the Company on the date of this Agreement (“Continuing Directors”); each of whom shall be “independent directors” as defined by Rule 5605(a)(2) of the Nasdaq Marketplace Rules; provided, however, that: (x) if at any time after the Acceptance Time and prior to the Effective Time there shall be only one Continuing Director serving as a director of the Company for any reason, then the Company’s board of directors shall cause an individual who satisfies the aforementioned independence requirements and selected by the remaining Continuing Director to be appointed to serve on the Company’s board of directors (and such individual shall be deemed to be a Continuing Director for all purposes under this Agreement); and (y) if at any time after the Acceptance Time and prior to the Effective Time no Continuing Directors remain on the Company’s board of directors, then the Company’s board of directors shall appoint two individuals who satisfy the aforementioned independence requirements and who are not officers, employees or Affiliates of the Company, Parent or Acquisition Sub to serve on the Company’s board of directors (and such individuals shall be deemed to be Continuing Directors for all purposes under this Agreement).

Directors. The Board (a) Subject to compliance with applicable Law and the articles of Directors incorporation and bylaws of the Company, promptly upon the payment by Merger Sub for Shares pursuant to the Offer representing at least such number of Shares as shall satisfy the Minimum Condition (the “Election Time”), and at all times thereafter, Parent shall be divided into three classes: Class A, Class B and Class C. The entitled to elect or designate such number of directors in each class shall be on the Company Board (“Directors”), rounded up to the next whole number, as nearly is equal as possible. At to the first election product of directors the total number of Directors (determined after giving effect to the Directors elected or appointed pursuant to this sentence) multiplied by the incorporator, percentage that the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting aggregate number of Stockholders. The Class C director shall then appoint additional Class A, Class B Shares beneficially owned by Parent and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders Merger Sub and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum respective Affiliates (as defined in Section 9.3(a) hereof) at such time (including Shares so accepted for payment pursuant to the byOffer and any Top-laws Up Shares (as defined in Section 1.5(a) hereof) actually acquired by Merger Sub) bears to the total number of Shares then outstanding (disregarding any outstanding Company Stock Options or Company Warrants or any other rights to acquire Shares). In furtherance thereof, the Company shall, upon request of Parent, subject to compliance with applicable Law and the articles of incorporation and bylaws of the CorporationCompany, promptly (and in any event no later than one Business Day after such request by Parent) (i) take all such actions as are necessary or desirable to appoint to the Company Board the individuals so designated by Parent pursuant to this Section 1.4, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by action of the Company Board and by the amendment of the bylaws of the Company, if necessary) and/or promptly seeking the resignations of such number of incumbent directors as is necessary or desirable to enable Parent’s designees to be elected to the Company Board and (ii) cause Parent’s designees to be elected to the Company Board. The Company shall, upon request of Parent at any time after the Election Time, subject to compliance with applicable Law and the articles of incorporation and bylaws of the Company, also promptly use reasonable best efforts to cause individuals designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of (A) each committee of the Company Board (including, without limitation, the audit committee), (B) each board of directors (or by the sole remaining director. All directors shall hold office until the expiration similar body) of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder each Subsidiary of the full term Company and (C) each committee (or similar body) of the director whose death, resignation or removal shall have created each such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotboard.

Directors. The (a) Promptly after Purchaser accepts for payment and pays for any Shares tendered and not withdrawn pursuant to the Offer (the “Appointment Time”), and at all times thereafter, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors shall be divided into three classes: Class A, Class B and Class C. The 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 Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser and any of its affiliates bears to the total number of Shares then outstanding. The Company shall, upon Purchaser’s request at any time following the purchase of and payment for Shares pursuant to the Offer, take such actions, including but not limited to promptly filling vacancies or newly created directorships on the Company Board of Directors, promptly increasing 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) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Company Board of Directors, and shall use its reasonable best efforts to cause Purchaser’s designees to be so elected or designated at such time. The Company shall, upon Purchaser’s request following the Appointment Time, also cause Persons elected or designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the 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 and (iii) each committee (or similar body) of each such board, in each class case to the extent permitted by applicable law and the Marketplace Rules of the Nasdaq Global Market (the “Nasdaq Marketplace Rules”). Promptly after the Appointment Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The Company’s obligations under this Section 1.3(a) shall be as nearly equal as possible. At subject to Section 14(f) of the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersExchange Act and Rule 14f-1 promulgated thereunder. The Class C director Company shall then appoint additional Class Apromptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), Class B including mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Class C directorsRule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board of Directors. Purchaser shall supply the Company with information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, as necessarydirectors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The directors provisions of this Section 1.3(a) are in Class A addition to and shall be elected for not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a term expiring at the first Annual Meeting record holder or beneficial owner of Stockholders, the directors in Class B shall be elected for Shares as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) Promptly upon the purchase by Purchaser pursuant to the Offer of Directors such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafter, Purchaser shall be divided into three classes: Class Aentitled to designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as shall give Purchaser representation on the Company Board equal to the product of (i) the total number of directors on the Company Board (after giving effect to any increase in each class the number of directors pursuant to this Section 1.3) and (ii) the percentage that such number of Shares so purchased (including Shares accepted for payment and the purchased Top-Up Shares) bears to the total number of Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Purchaser’s designees to be so elected or appointed; provided, however, that Parent shall be as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring entitled to designate at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of least a majority of the remaining directors then in officeon the Company Board (as long as Parent and its Affiliates Beneficially Own a majority of the Shares of the Company). Subject to subsection (c) of this Section 1.3, although the Company shall also cause individuals designated by Purchaser to constitute the same percentage as such individuals represent of the entire Company Board (but no less than a quorum majority) on the following: (as defined in the by-laws i) each committee of the CorporationCompany Board; (ii) each Board of Directors and each committee thereof of each wholly owned Subsidiary of the Company and (iii) the designees, appointees or other similar representatives of the Company on each Board of Directors (or other similar governing body) and each committee thereof of each non-wholly owned Subsidiary. The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. At the request of Purchaser, the Company shall take all actions required pursuant to Section 14(f) and Rule 14f-1 necessary to effect any such election or appointment of Purchaser’s designees in accordance with this Section 1.3(a), or including mailing to its stockholders the information required by Section 14(f) of the sole remaining directorExchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. All directors Parent and Purchaser shall hold office until supply to the expiration of Company all information with respect to themselves and their respective terms of office officers, directors and until their successors shall have been elected Affiliates required by such Section and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotRule.

Directors. The (a) Promptly upon the purchase of and payment for any shares of Company Common Stock by Merger Sub pursuant to the Offer which represent at least a majority of the shares of Company Common Stock outstanding on a Fully Diluted Basis and at all times thereafter and subject to Section 1.03(b), Merger Sub shall be entitled to elect such number of directors, rounded up to the next whole number, on the Company’s Board of Directors shall be divided into three classes: Class A, Class B and Class C. The as is equal to the product of the total number of directors in each class shall be as nearly equal as possible. At on the first election Company’s Board of Directors (giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by the incorporatorpercentage that the aggregate number of shares of Company Common Stock beneficially owned by Merger Sub and any of its Affiliates bears to the total number of shares of Company Common Stock then outstanding (such directors which Merger Sub is entitled to elect pursuant to this sentence, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders“Merger Sub Designees”). The Class C director shall then appoint additional Class ACompany shall, Class B upon Merger Sub’s request at any time following the purchase of and Class C directorspayment for shares of Company Common Stock pursuant to the Offer which represent at least a majority of the shares of Company Common Stock outstanding on a Fully Diluted Basis, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholderstake such reasonable actions, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders including promptly filling vacancies or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in on the Company’s Board of Directors, including unfilled vacancies resulting from promptly increasing the removal of directors for cause, may be filled by the vote of a majority size of the remaining Company’s Board of Directors and/or promptly requesting the resignations of such number of its incumbent directors then in officeas are necessary to enable the Merger Sub Designees to be so elected or designated to the Company’s Board of Directors, although less than a quorum (as defined in and shall use its best efforts to cause the by-laws Merger Sub Designees to be so elected or designated at such time. The Company’s obligations under this Section 1.03(a) shall be subject to Section 14(f) of the CorporationExchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.03(a), including mailing to stockholders the information required by Section 14(f) and Rule 14f-1 as is necessary to enable the Merger Sub Designees to be elected or by designated to the sole remaining directorCompany’s Board of Directors. All Merger Sub shall supply the Company with, and be solely responsible for, information with respect to the Merger Sub Designees and Parent’s and Merger Sub’s respective officers, directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except Affiliates to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be required by written ballotSection 14(f) and Rule 14f-1.

Directors. The (a) Promptly after Purchaser accepts for payment and pays for any Shares tendered and not withdrawn pursuant to the Offer (the “Appointment Time”), and at all times thereafter, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors shall be divided into three classes: Class A, Class B and Class C. The as is equal to the product of the total number of directors in on the Company Board of Directors (giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser and any of its affiliates bears to the total number of Shares then outstanding. The Company shall, upon Purchaser’s request at any time following the purchase of and payment for Shares pursuant to the Offer, take such actions, including but not limited to promptly filling vacancies or newly created directorships on the Company Board of Directors, promptly increasing 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) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Company Board of Directors, and shall use its best efforts to cause Purchaser’s designees to be so elected or designated at such time. The Company shall, upon Purchaser’s request following the Appointment Time, also cause Persons elected or designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of each class committee of the Company Board of Directors to the extent permitted by applicable law and the Marketplace Rules of the Nasdaq Global Market (the “Nasdaq”). Promptly after the Appointment Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The Company’s obligations under this Section 1.3(a) shall be as nearly equal as possible. At subject to Section 14(f) of the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersExchange Act and Rule 14f-1 promulgated thereunder. The Class C director Company shall then appoint additional Class Apromptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), Class B including mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Class C directorsRule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board of Directors. Purchaser shall supply the Company with information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, as necessarydirectors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The directors provisions of this Section 1.3(a) are in Class A addition to and shall be elected for not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a term expiring at the first Annual Meeting record holder or beneficial owner of Stockholders, the directors in Class B shall be elected for Shares as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board of Directors (a) After the Purchaser accepts for payment Shares tendered and not properly withdrawn pursuant to the Offer (the “Acceptance Time”), and at all times thereafter, Parent shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of 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 aggregate number of Shares beneficially owned by Parent, the Purchaser or any of their respective Subsidiaries bears to the total number of Shares then outstanding. After the Acceptance Time, the Company shall, upon Parent’s request, take all actions as are necessary or desirable to enable Parent’s designees to be so elected or designated to the Company Board, including but not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary to increase the size of the Company Board) or promptly securing the resignations of such number of its incumbent directors, and shall cause Parent’s designees to be so elected or designated at such time. After the Acceptance Time, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each class shall be as nearly equal as possiblecase to the extent permitted by applicable Law and the Marketplace Rules of The NASDAQ Global Market (the “Nasdaq”). At After the first election of directors by the incorporatorAcceptance Time, the incorporator Company shall also, upon Parent’s request, take all action necessary to elect to be treated as a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders“controlled company” as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The Class C director provisions of this Section 1.3(a) are in addition to and shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholdersnot limit any rights that Parent, the directors in Class B shall be elected for Purchaser or any of their respective affiliates may have as a term expiring at the second Annual Meeting record holder or beneficial owner of Stockholders and the directors in Class C shall be elected for Shares as a term expiring at the third Annual Meeting matter of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The (a) Effective upon the Offer Closing, Parent shall be entitled, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, to designate, from time to time, such number of members of the Board of Directors shall be divided into three classes: Class Aof the Company as will give Parent representation equal to at least that number of directors, Class B and Class C. The rounded up to the next whole number, that is the product of (a) the total number of directors in each class (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (b) the percentage that (i) the number of shares of Company Common Stock owned by Parent and its Subsidiaries (including shares of Company Common Stock accepted for payment pursuant to the Offer and any Top-Up Shares) bears to (ii) the number of shares of the Company Common Stock then outstanding; provided, however, that Parent shall be as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring entitled to designate at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of least a majority of the remaining directors then in office, although less than a quorum members of the Board of Directors of the Company (as defined in the by-laws long as Parent and its Affiliates beneficially own a majority of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder shares of the full term Company Common Stock). At such times, subject to applicable law, the Company will cause individuals designated by Parent to constitute such number of members of each committee of the director whose deathBoard of Directors of the Company, rounded up to the next whole number, that represents the same percentage as such individuals represent on the Board of Directors of the Company, other than any committee established to take action under this Agreement pursuant to Section 6.12(b). The Company shall take all action reasonably requested by Parent necessary to effect any such election or appointment, including (A) increasing the size of the Board of Directors of the Company and (B) obtaining the resignation of such number of its current directors as is, in each case, necessary to enable such designees to be so elected or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except appointed to the Board of Directors of the Company in compliance with applicable law (including, to the extent that applicable prior to the Bylaws Effective Time, Rule 10A-3 under the Exchange Act and the applicable rules of the Corporation NYSE). The Company shall so require, mail to its shareholders the election of directors Information Statement containing the information required by Section 14(f) of the Corporation need not Exchange Act and Rule 14f-1 thereunder, and the Company agrees to make such mailing concurrently with the mailing of the Schedule 14D-9 (provided that Parent and Sub shall have provided to the Company on a timely basis all information required to be by written ballotincluded in the Information Statement with respect to such designees and with respect to Parent’s officers, directors and affiliates).

Directors. The Board (a) Promptly upon the Offer Acceptance Time and all times thereafter, subject to compliance with applicable Laws and the applicable rules and regulations of Directors the NYSE Listed Company Manual, Merger Sub shall be divided into three classes: Class Aentitled to designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of (i) the total number of directors on the Company Board (after giving effect to the directors designated by Merger Sub pursuant to this sentence) multiplied by (ii) the percentage that the aggregate voting power of Shares at such time beneficially owned by Parent, Merger Sub and any of their Affiliates bears to the total voting power of Shares then issued and outstanding. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company shall, upon Merger Sub’s request at any time following the Offer Acceptance Time, take all such actions necessary to (A) appoint to the Company Board the individuals designated by Merger Sub and permitted to be so designated by the first sentence of this Section 1.3(a), including, but not limited to, promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Merger Sub’s designees to be so elected or designated to the Company Board, and (B) cause Merger Sub’s designees to be so appointed at such time. The Company shall, upon Merger Sub’s request following the Offer Acceptance Time, also cause Persons elected or designated by Merger Sub to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of each class committee of the Company Board to the extent permitted by applicable Laws and the NYSE Listed Company Manual. 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 take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 not later than such time as nearly equal as possible. At is necessary to enable Merger Sub’s designees to be designated to the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring Company Board at the CorporationOffer Acceptance Time. Merger Sub shall and Parent shall cause Merger Sub to supply the Company with, and be solely responsible for, information with respect to Merger Sub’s third Annual Meeting designees and Parent’s and Merger Sub’s respective officers, directors and affiliates to the extent required by Section 14(f) of Stockholdersthe Exchange Act and Rule 14f-1. The Class C director provisions of this Section 1.3(a) are in addition to and shall then appoint additional Class Anot limit any rights that any of Merger Sub, Class B and Class C directors, Parent or any of their respective Affiliates may have as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting record holder or beneficial owner of Stockholders, the directors in Class B shall be elected for Shares as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Laws with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board of Directors (a) Subject to applicable Law and Amex rules applicable to the Company, promptly upon the Acceptance Time, Merger Sub shall be divided into three classes: Class A, Class B and Class C. The entitled to designate such number of directors in each class shall be on the Company Board as nearly will give Merger Sub representation on the Company Board equal as possible. At to at least that number of directors, rounded up to the first election next whole number, that 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) the incorporatorpercentage that (i) the number of Shares beneficially owned (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) by Parent and Merger Sub bears to (ii) the total number of Shares that are then issued and outstanding, and the Company shall, at such time, use its reasonable best efforts to cause Merger Sub’s designees to be so elected or appointed (in furtherance of the foregoing, if requested by Parent or Merger Sub after the Acceptance Time but prior to the Effective Time, the incorporator Company shall elect use its reasonable best efforts to cause (x) a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, corresponding increase in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority size of the remaining directors then in office, although less than Company Board and/or (y) a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election corresponding number of directors of the Corporation need not be Company to tender their resignations as directors, effective as of date of such request, and to deliver to Parent written evidence of such resignations). At such time, the Company shall also, upon request of Parent, cause such persons designated by written ballotParent to constitute at least the same percentage (rounded up to the nearest whole number) as is on the Company Board on (i) each committee of the Company Board, subject to compliance with applicable securities Laws and Amex rules, and (ii) each board of directors (or similar body) of each Company Subsidiary and each committee of such board (or similar body); provided that with respect to the board of directors (or similar body) of the Company Subsidiaries domiciled outside of the U.S. the Company shall use its reasonable best efforts to cause such persons designated by Parent to constitute at least the same percentage (rounded up to the nearest whole number) as is on the Company Board.

Directors. The (a) Provided that the Minimum Condition is satisfied, promptly after the first time that Purchaser accepts for payment any Shares tendered and not validly withdrawn pursuant to the Offer (the “Acceptance Time”), and at all times thereafter, Purchaser shall be entitled to elect or designate, from time to time, such number of directors, rounded up to the next whole number, on the Company Board of Directors shall be divided into three classes: Class A, Class B and Class C. The 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 Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent and Purchaser (including Shares accepted for payment pursuant to the Offer and any Top-Up Option Shares) bears to the total number of Shares then outstanding. Upon Purchaser’s request at any time following the Acceptance Time, the Company shall as promptly as practicable take all actions, including filling vacancies or newly created directorships on the Company Board of Directors, increasing the size of the Company Board of Directors (including by amending the Company Bylaws if necessary so as to increase the size of the Company Board of Directors) and/or using its commercially reasonable efforts to secure the resignations of such number of its incumbent directors, in each class case as is reasonably necessary to enable Purchaser’s designees to be so elected or designated to the Company Board of Directors, and shall as promptly as practicable cause Purchaser’s designees to be so elected or designated at such time. The Company shall, upon Purchaser’s request following the Acceptance Time, also cause Persons elected or designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of (i) each committee of the Company Board of Directors, (ii) the board of directors of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the Nasdaq Marketplace Rules. The Company’s obligations under this Section 1.3(a) shall be as nearly equal as possible. At subject to Section 14(f) of the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersExchange Act and Rule 14f-1 promulgated thereunder. The Class C director Company shall then appoint additional Class Apromptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), Class B including mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Class C directorsRule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board of Directors. Purchaser shall supply the Company with, as necessaryand solely be responsible for, information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The directors provisions of this Section 1.3(a) are in Class A addition to and shall be elected for not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a term expiring at the first Annual Meeting record holder or beneficial owner of Stockholders, the directors in Class B shall be elected for Shares as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) Promptly upon the purchase by Merger Sub pursuant to the Offer of Directors shall be divided into three classes: Class A, Class B and Class C. The such number of directors in each class shall be Shares as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring represents at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of least a majority of the remaining then-outstanding Shares, and from time to time thereafter, Merger Sub shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board as will give Merger Sub representation on the Company Board equal to the product of (x) the total number of directors then in office, although less than a quorum on the Company Board (as defined after giving effect to any increase in the by-laws number of directors pursuant to this Section 1A.4) and (y) the percentage that such number of Shares so purchased bears to the total number of Shares outstanding, and the Company shall, upon request by Merger Sub, promptly increase the size of the Corporation)Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Merger Sub with such level of representation and shall cause Merger Sub’s designees to be so elected or appointed. The Company shall also cause individuals designated by Merger Sub to constitute the same percentage of each committee of the Company Board as the percentage of the entire Company Board represented by individuals designated by Merger Sub. The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act. At the request of Merger Sub, the Company shall take all actions necessary to effect any such election or appointment of Merger Sub’s designees, including mailing to its stockholders the information required by Section 14(f) of the sole remaining directorExchange Act and Rule 14f-l promulgated thereunder which, unless Merger Sub otherwise elects, shall be so mailed together with the Schedule 14D-9. All directors shall hold office until Parent and Merger Sub will supply to the expiration of Company all information with respect to themselves and their respective terms of office officers, directors and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder Affiliates required by Section 14(f) of the full term of the director whose death, resignation or removal shall have created such vacancy Exchange Act and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotRule 14f-l promulgated thereunder.

Directors. The (a) Effective upon the acceptance for payment of Shares pursuant to the Offer, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors shall be divided into three classes: Class Aof the Company as will give Parent, Class B and Class C. The subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (i) the total number of directors on the Board of Directors of the Company (giving effect to the increase in each class shall be as nearly equal as possiblethe size of such Board pursuant to this Section 1.3) and (ii) the percentage that the number of votes represented by Shares beneficially owned by Parent (including Shares accepted for payment pursuant to the Offer) bears to the number of votes represented by Shares then outstanding. At In furtherance thereof, at such time the first election Company shall, upon request of directors by Parent and in compliance with Section 14(f) of the incorporatorExchange Act and Rule 14f-1 promulgated thereunder, promptly take all action (including, without limitation, increasing the incorporator shall elect a Class C director for a term expiring at size of its Board of Directors or securing the Corporation’s third Annual Meeting resignations of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C such number of its incumbent directors, or both), as necessary. The directors in Class A shall is necessary to enable such designees of Parent to be so elected for a term expiring at or appointed to the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Company's Board of Directors, including unfilled vacancies resulting from and the removal Company shall take all actions available to the Company to cause such designees of Parent to be so elected or appointed. At such time, the Company shall, if requested by Parent, also take all action necessary to cause 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 for cause, may be filled by the vote (or similar body) of a majority each Subsidiary of the remaining directors then in officeCompany and (iii) each committee (or similar body) of each such board. Subject to applicable law, although less than a quorum the Company shall promptly take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder (as defined or, at Parent's request, furnishing such information to Parent for inclusion in the by-laws Offer Documents initially filed with the SEC and distributed to the stockholders of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director Company) as is necessary to enable Parent's designees to be elected to fill a vacancy resulting from the deathCompany's Board of Directors. Each of Parent and Merger Sub shall furnish to the Company, resignation or removal of a director shall serve for the remainder and be solely responsible for, any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) of the full term of the director whose death, resignation or removal shall have created such vacancy Exchange Act and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotRule 14f-1 promulgated thereunder.

Directors. Each share of Series A Junior Participating Preferred Stock shall be entitled to 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 Corporation and the authorized number of Directors shall thereupon be automatically increased by such number of Directors. Such right of the holders of Series A Junior Participating Preferred Stock to elect Directors may be exercised until all dividends in default on the Series A Junior Participating Preferred Stock shall have been paid in full, 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 Series A Junior 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 shall thereupon return to the number of authorized Directors otherwise in effect, but subject always to the same provisions for the vesting of 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 preceding sentence shall be evidenced by a certificate executed by the President and the Chief Financial Officer of the Corporation and delivered to the Board of Directors. The Directors so elected by holders of Series A Junior Participating Preferred Stock shall serve until the certificate described in the preceding sentence shall have been delivered to the Board of Directors shall be divided into three classes: Class A, Class B and Class C. The number of directors in each class shall be as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A or until their respective successors shall be elected for a term expiring or appointed and qualify. At any time when such special voting rights have been so vested in the holders of the Series A Junior 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 Series A Junior Participating Preferred Stock then outstanding addressed to such Secretary at the first Annual Meeting principal office of Stockholdersthe Corporation in Delaware, shall, call a special meeting of the directors in Class B shall be elected for a term expiring at holders of the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called Series A Junior Participating Preferred Stock for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connectionDirectors to be elected by them as hereinabove provided, newly created directorships and any vacancies to be held in the Board case of Directorssuch written request within forty (40) days after delivery of such request, including unfilled vacancies resulting from and in either case to be held at the removal of directors for cause, may be filled place and upon the notice provided by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined law and in the byBy-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve Corporation for the remainder holding of meetings of stockholders; provided, however, that the Secretary shall not be required to 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 Series A Junior Participating Preferred Stock are not entitled to elect such Directors by reason of the full term occurrence of an event specified in the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws third sentence of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotparagraph 4(d) below.

Directors. Following the Offer Closing, Parent or Sub shall be entitled to designate, from time to time, such number of members of the Board of Directors of the Company as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation equal to at least that number of directors, rounded up to the next whole number, that is the product of (a) the total number of directors (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (b) the percentage that (i) the number of shares of Company Common Stock owned by Parent, Sub or any other Subsidiary of Parent (including shares of Company Common Stock accepted for payment and paid for pursuant to the Offer) bears to (ii) the number of shares of the Company Common Stock then outstanding; provided, however, that, in the event that Parent's designees are appointed or elected to the Board of Directors of the Company, until the Effective Time, the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof who are Independent Directors; provided further, that if there is in office only one Independent Director, the Board of Directors of the Company will take all reasonable action necessary to cause a person designated by the remaining Independent Director to fill such vacancy who shall be an Independent Director or, if no Independent Directors remain, the other directors shall designate two persons to fill the vacancies who shall be Independent Directors. The Company shall take all action requested by Parent necessary to effect any such election or appointment, including (A) increasing the size of the Board of Directors of the Company and (B) obtaining the resignation of such number of its current directors as is, in each case, necessary to enable such designees to be so elected or appointment to the Board of Directors of the Company in compliance with applicable Law (including, to the extent applicable prior to the Effective Time, Rule 10A-3 under the Exchange Act and Rule 4350(d)(2) of the National Association of Securities Dealers, Inc.). 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 Board of Directors of the Company and (ii) each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Board of Directors of the Company, in each case to the fullest extent permitted by applicable Law. The Company's obligations to appoint Parent's designees to the Board of Directors of the Company and committees of such Board of Directors shall be divided into three classes: Class A, Class B subject to Section 14(f) of the 1934 Act and Class C. The number of directors in each class shall be as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersRule 14f-1 promulgated thereunder. The Class C director Company shall then appoint additional Class Apromptly take all actions, Class B and Class C shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as necessarySection 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section. The directors Parent shall supply to the Company in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholderswriting any information with respect to itself and its nominees, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafterofficers, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships affiliates required by Section 14(f) and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotRule 14f-1.

Directors. The (a) Promptly upon the purchase of, and payment for, any Shares by Parent or any of its subsidiaries which represents at least a majority of the outstanding Shares (on a fully diluted basis, as defined in Section 1.1), Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board such that the percentage of its designees on the Company Board (including persons previously designated by Parent or its affiliates to the Company Board) shall equal the percentage of the outstanding Shares beneficially owned by Parent and its affiliates. In furtherance thereof, the Company shall, upon request of the Parent, use its best efforts promptly to cause Parent's designees to be so elected to the Company Board, and in furtherance thereof, to the extent necessary, increase the size of the Company Board. At such time, the Company shall also cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of Directors shall be divided into three classes: Class A(i) each committee of the Company Board, Class B and Class C. The number (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 (as defined in each class shall be as nearly equal as possible. At the first election of directors by the incorporatorSection 1.6 hereof), the incorporator Company shall elect a Class C director for a term expiring use all reasonable efforts to have at least two members of the Corporation’s third Annual Meeting Company Board who are neither (i) officers of StockholdersParent or the Company, nor (ii) designees, stockholders or affiliates of Parent. The Class C director Company shall then appoint additional Class Apromptly 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 1.4(a), Class B including mailing to stockholders the information required by such Section 14(f) and Class C directorsRule 14f-1 (or, at Parent's request, furnishing such information to Parent for inclusion in the Offer Documents initially filed with the SEC and distributed to the stockholders of the Company) as necessaryis necessary to enable Parent's designees to be elected to the Company Board. 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 such Section 14(f) and Rule 14f-1. The directors provisions of this Section 1.4(a) are in Class A addition to and shall be elected for not limit any rights which the Purchaser, Parent or any of their affiliates may have as a term expiring at the first Annual Meeting holder or beneficial owner of Stockholders, the directors in Class B shall be elected for Shares as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board of Directors (a) Immediately following the Acceptance Time, and at all times thereafter, Parent shall be divided into three classes: Class Aentitled to elect or designate individuals selected by Parent in such number, Class B and Class C. The rounded up to the next whole number, on the Company Board as shall give Parent representation on the Company Board equal to the product of the total number of directors on the Company Board (giving effect to the directors elected or designated by Parent pursuant to this Section 1.3) multiplied by the percentage that the aggregate number of Shares then owned directly or indirectly by Parent bears to the total number of Shares then outstanding. After the Acceptance Time, the Company shall, upon request by Parent, take all actions as are necessary, subject to compliance with applicable Law, to enable Parent’s designees to be so elected or appointed to the Company Board, including by promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as is necessary to provide Parent with such level of representation, and shall cause Parent’s designees to be so elected or appointed at such time (the date on which Parent’s designees are so elected or appointed to the Company Board, the Director Appointment Date). After the Acceptance Time, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Company Board to serve on and constitute the same percentage as such individuals represent of the entire Company Board (but not less than a majority) (rounded up to the next whole number) of: (i) each committee of the Company Board; (ii) each board of directors (or similar body) of each Company Subsidiary; and (iii) each committee (or similar body) of each such board, in each class case to the extent permitted by applicable Law and the rules of the NYSE. The provisions of this Section 1.3(a) are in addition to and shall be as nearly equal as possible. At the first election of directors by the incorporatornot limit any rights that Parent, the incorporator shall elect Purchaser or any of their respective affiliates may have as a Class C director for record holder or beneficial owner of Shares as a term expiring at the Corporation’s third Annual Meeting matter of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) Promptly upon the purchase by Buyer or any of Directors its subsidiaries of Shares pursuant to the Offer, and from time to time thereafter, Buyer shall be divided into three classes: Class Aentitled to designate such number of directors, Class B and Class C. The rounded up to the next whole number (but in no event more than one less than the total number of directors on the Board) as will give Buyer, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board equal to the product of (x) the total number of directors on the Board (giving effect to any increase in the number of directors pursuant to this Section 1.03) and (y) the percentage that the ------------ aggregate number of Shares beneficially owned by Buyer or any affiliate of Buyer (including for purposes of this Section 1.03 such Shares as are accepted for ------------ payment pursuant to the Offer) bears to the aggregate number of Shares outstanding (such number being, the "Board Percentage"), and the Company shall ---------------- promptly satisfy the Board Percentage by (i) increasing the size of the Board or (ii) securing the resignations of such number of directors as is necessary to enable Buyer's designees to be elected to the Board and shall cause Buyer's designees promptly to be so elected. At each class such time, the Company will also cause (i) each committee of the Board, (ii) the board of directors of each of the Company's subsidiaries and (iii) each committee of such board to include persons designated by Buyer constituting the same percentage of each such committee or board as the Board Percentage. Notwithstanding the foregoing, the Company shall not be required to change the composition of its audit committee in any manner that would not meet the requirements of the AMEX (as nearly equal as possibledefined herein). At the first election request of directors by the incorporatorBuyer, the incorporator Company shall elect a Class C director for a term expiring take, at the Corporation’s third Annual Meeting Company's 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 Stockholdersthe Exchange Act and Rule 14f-1 promulgated thereunder, unless such information has previously been provided to the Company's stockholders in the 14D-9. The Class C director shall then appoint additional Class A, Class B Buyer and Class C directors, as necessary. The directors in Class A Merger Subsidiary shall be elected solely responsible for a term expiring at the first Annual Meeting any information with respect to either of Stockholdersthem and their nominees, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafterofficers, directors elected and affiliates required by Section 14(f) and Rule 14f-1 which either of them furnishes to succeed those directors whose terms expire shall be elected the Company specifically for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, inclusion in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except information so furnished to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotCompany's stockholders.

Directors. The Board (a) Promptly upon the purchase by Purchaser pursuant to the Offer of Directors shall be divided into three classes: Class A, Class B and Class C. The such number of directors in each class shall be Shares as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring represents at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of least a majority of the remaining outstanding Shares, and from time to time thereafter, Purchaser shall be entitled to designate 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 the total number of directors then on the Company Board (after giving effect to any increase in officethe number of directors pursuant to this Section 1.04) and the percentage that such number of Shares so purchased bears to the total number of Shares outstanding, although less than a quorum and the Company shall, upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Purchaser's designees to be so elected or appointed. The Company will also use its reasonable best efforts to cause individuals designated by Purchaser to constitute the same percentage as is on the entire Company Board to constitute (i) each committee of the Company Board, (ii) each board of directors and each committee thereof of each wholly owned Subsidiary (as defined in the by-laws Section 9.10(f)) of the Corporation)Company and (iii) the designees, appointees or other similar representatives of the Company on each Board of Directors and each committee thereof of each non-wholly owned Subsidiary. The Company's obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act. 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 sole remaining directorExchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. All directors shall hold office until Parent and Purchaser will supply to the expiration of Company all information with respect to themselves and their respective terms of office officers, directors and until their successors shall have been elected Affiliates required by such Section and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotRule.

Directors. The Merger Agreement provides that promptly following the purchase of and payment for a number of Shares that satisfies the Minimum Condition, Parent will be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board is equal to the product of Directors shall be divided into three classes: Class A, Class B and Class C. The o the total number of directors on the Company Board (giving effect to the increase in each class shall be as nearly equal as possible. At the first election size of directors such Board pursuant to the Merger Agreement), and o the percentage that the number of Shares beneficially owned by Purchaser (including Shares so accepted for payment) bears to the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting total number of StockholdersShares then outstanding. The Class C director shall then appoint additional Class ACompany has agreed, Class B and Class C directorsupon a request of the Parent, as necessary. The directors in Class A shall be elected for a term expiring promptly either (at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of the Company) to increase the size of the Company Board or use its best efforts to secure the resignations of such number of incumbent directors, or both, as is necessary to enable such designees of Parent to be so elected or appointed to the Company Board and, subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, to cause Parent's designees to be so elected or appointed; and at such time, the Company shall also take all action necessary to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors and/or (or similar body) of each subsidiary of the removal Company and (iii) each committee (or similar body) of one each such board; provided, however, that until the Effective Time, neither Parent nor Purchaser will take any action that would cause the Company Board to include fewer than two members who are Continuing Directors. Following the election of Xxxxxx's designees to the Company Board (a) any amendment or more directors and modification of the filling Merger Agreement by the Company, (b) any amendment to the Company's Certificate of Incorporation or Bylaws inconsistent with the Merger Agreement, (c) any termination of the Merger Agreement by the Company, (d) any extension or waiver by the Company of the time for the performance of any vacancy in that connection, newly created directorships and of the obligations of Parent or the Purchaser under the Merger Agreement or (e) any vacancies in waiver of any of the Board of Directors, including unfilled vacancies resulting from Company's rights under the removal of directors for causeMerger Agreement, may be filled effected only by the vote action of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws Continuing Directors of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotCompany.

Directors. The Board of Directors shall be divided into three classes: Class A(a) Subject to applicable Law and Nasdaq rules applicable to the Company, Class B promptly upon the Acceptance Time and Class C. The number of directors in each class shall be as nearly equal long as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders Parent directly or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of indirectly beneficially owns not less than a majority of the remaining issued and outstanding shares of Company Common Stock, Merger Sub shall be entitled to designate such number of directors then in officeon the Company Board as will give Merger Sub representation on the Company Board equal to at least that number of directors, although less than a quorum rounded up to the next whole number, that is the product of (as defined i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) the number of shares of Company Common Stock owned by Merger Sub or any other Parent Subsidiary bears to (B) the total number of shares of Company Common Stock that are issued and outstanding, and the Company shall, at such time, promptly take all necessary action to cause Merger Sub’s designees to be so elected provided, however, that in the by-laws event that Merger Sub’s designees are appointed or elected to the Company Board, until the Effective Time, the Company Board shall have at least two directors who are directors on the date of this Agreement and who are not officers of the CorporationCompany or any Company Subsidiary (the “Independent Directors”); and provided, or by further, that, in such event, if the sole number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining director. All Independent Directors shall be entitled to designate one person to fill such vacancy 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 hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected designate two persons to fill a vacancy resulting from the deathsuch vacancies who are not officers, resignation stockholders or removal of a director shall serve for the remainder affiliates of the full term 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, take all necessary action to either increase the size of the director whose deathCompany 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. At such time, resignation or removal shall have created the persons designated by Merger Sub shall, as nearly as practicable, constitute at least the same percentage as persons designated by Merger Sub of the Company Board of (1) each committee of the Company Board, (2) each board of directors of each Company Subsidiary, and (3) each committee of each such vacancy and until his successor shall have been elected and qualified. Unless and except board, in each case only to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be permitted by written ballotapplicable Law.

Directors. The Board (a) Promptly upon the purchase by Purchaser pursuant to the Offer of Directors shall be divided into three classes: Class A, Class B and Class C. The such number of directors in each class shall be Shares as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring represents at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of least a majority of the remaining outstanding Shares, and from time to time thereafter, Purchaser shall be entitled to designate 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 the total number of directors then on the Company Board (after giving effect to any increase in officethe number of directors pursuant to this Section 1.04) and the percentage that such number of Shares so purchased bears to the total number of Shares outstanding, although less than a quorum and the Company shall, upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Purchaser’s designees to be so elected or appointed. The Company will also use its reasonable best efforts to cause individuals designated by Purchaser to constitute the same percentage as is on the entire Company Board to constitute (i) each committee of the Company Board, (ii) each board of directors and each committee thereof of each wholly owned Subsidiary (as defined in the by-laws Section 9.10(f)) of the Corporation)Company and (iii) the designees, appointees or other similar representatives of the Company on each Board of Directors and each committee thereof of each non-wholly owned Subsidiary. The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act. 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 sole remaining directorExchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. All directors shall hold office until Parent and Purchaser will supply to the expiration of Company all information with respect to themselves and their respective terms of office officers, directors and until their successors shall have been elected Affiliates required by such Section and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotRule.

Directors. The Board (a) Effective upon the Acceptance Time and from time to time thereafter (including upon acceptance of Directors Company Common Stock tendered during any subsequent offering period), Parent shall be divided into three classesentitled to designate, to serve on the Company's board of directors, the number of directors, rounded up to the next whole number, determined by multiplying: Class A, Class B and Class C. The (i) the total number of directors in each class shall be as nearly equal as possible. At on the first election Company's board of directors (giving effect to any increase in the size of the Company's board of directors effected pursuant to this Section 1.3(a)); by (ii) a fraction having a numerator equal to the incorporatoraggregate number of shares of Company Common Stock then beneficially owned by Parent or Acquisition Sub (including all shares of Company Common Stock accepted for payment pursuant to the Offer), and having a denominator equal to the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting total number of Stockholders. The Class C director shall shares of Company Common Stock then appoint additional Class Aissued and outstanding (provided, Class B and Class C directorshowever, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise requirethat, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of no event shall Parent's director designees constitute less than a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election entire board of directors of the Corporation need Company after the Acceptance Time). 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 seeking and accepting resignations of incumbent directors and, if such resignations are not obtained, increasing the size of the Company's board of directors. From and after the Acceptance Time, to the extent requested by Parent, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on: (1) each committee of the Company's board of directors; and (2) the board of directors of each Subsidiary of the Company (and each committee thereof) that represents at least the same percentage as individuals designated by Parent represent on the board of directors of the Company. After the Acceptance Time, upon Parent's request, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by written ballotNasdaq Stock Market Rule 4350(c) and make all necessary filings and disclosures associated with such status. Notwithstanding the provisions of this Section 1.3, the Company shall use commercially reasonable efforts to ensure that, at all times after the Acceptance Time and prior to the Effective Time, at least two of the members of the Company's board of directors are individuals who were directors of the Company on the date of this Agreement (“Continuing Directors”); each of whom shall be “independent directors” as defined by Rule 5605(a)(2) of the Nasdaq Marketplace Rules; provided, however, that: (x) if at any time after the Acceptance Time and prior to the Effective Time there shall be only one Continuing Director serving as a director of the Company for any reason, then the Company's board of directors shall cause an individual who satisfies the aforementioned independence requirements and selected by the remaining Continuing Director to be appointed to serve on the Company's board of directors (and such individual shall be deemed to be a Continuing Director for all purposes under this Agreement); and (y) if at any time after the Acceptance Time and prior to the Effective Time no Continuing Directors remain on the Company's board of directors, then the Company's board of directors shall appoint two individuals who satisfy the aforementioned independence requirements and who are not officers, employees or Affiliates of the Company, Parent or Acquisition Sub to serve on the Company's board of directors (and such individuals shall be deemed to be Continuing Directors for all purposes under this Agreement).

Directors. The Board (a) Promptly upon the purchase of Directors and payment for any Shares by Parent or Purchaser pursuant to the Offer (provided that the Minimum Condition is satisfied), Parent shall be divided into three classes: Class Aentitled to designate such number of directors, Class B and Class C. The rounded to the nearest whole number, on the Board as is equal to the product of the total number of directors in each class on the Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the number of Shares so accepted for payment bears to the total number of Shares then outstanding; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company Board (as nearly equal long as possibleParent and its Affiliates beneficially own a majority of the Common Shares of the Company). In furtherance of Parent's rights under this Section 1.3, the Company shall, upon Parent or Purchaser's request, use all reasonable efforts promptly either to increase the size of the Board or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected to the Board, and shall take all actions available to the Company to cause Parent's designees to be so elected. At such time, the first election Company shall also upon Parent's request cause Persons designated by Parent (provided that any designees to the Audit Committee comply with the Audit Committee Requirements (as defined below)) to have appropriate (and not less than a majority so long as Parent and its Affiliates beneficially own a majority of the Shares) representation on (i) each committee of the Board, (ii) each board of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting (or similar body) of Stockholderseach Subsidiary and (iii) each committee (or similar body) of each such board. The Class C director Company shall then appoint additional Class Apromptly 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, Class B including mailing to stockholders (as part of the Schedule 14D-9 or otherwise) the information required by such Section 14(f) and Class C directors, Rule 14f-1 as necessaryis necessary to enable Parent's designees to be elected to the Board (provided that Purchaser shall have provided to the Company on a timely basis all information required to be included with respect to Purchaser's designees). The directors provisions of this Section 1.3 are in Class A addition to and shall be elected for not limit any rights which Purchaser, Parent or any of their affiliates may have as a term expiring at the first Annual Meeting holder or beneficial owner of Stockholders, the directors in Class B shall be elected for Shares as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) Promptly upon the Offer Acceptance Time and all times thereafter, subject to compliance with applicable Laws and the applicable rules and regulations of Directors the NYSE Listed Company Manual, Merger Sub shall be divided into three classes: Class Aentitled to designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of (i) the total number of directors on the Company Board (after giving effect to the directors designated by Merger Sub pursuant to this sentence) multiplied by (ii) the percentage that the aggregate voting power of Shares at such time beneficially owned by Xxxxxx, Merger Sub and any of their Affiliates bears to the total voting power of Shares then issued and outstanding. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company shall, upon Merger Sub’s request at any time following the Offer Acceptance Time, take all such actions necessary to (A) appoint to the Company Board the individuals designated by Merger Sub and permitted to be so designated by the first sentence of this Section 1.3(a), including, but not limited to, promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Merger Sub’s designees to be so elected or designated to the Company Board, and (B) cause Merger Sub’s designees to be so appointed at such time. The Company shall, upon Xxxxxx Sub’s request following the Offer Acceptance Time, also cause Persons elected or designated by Merger Sub to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of each class committee of the Company Board to the extent permitted by applicable Laws and the NYSE Listed Company Manual. 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 take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 not later than such time as nearly equal as possible. At is necessary to enable Merger Sub’s designees to be designated to the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring Company Board at the CorporationOffer Acceptance Time. Merger Sub shall and Parent shall cause Merger Sub to supply the Company with, and be solely responsible for, information with respect to Merger Sub’s third Annual Meeting designees and Parent’s and Merger Sub’s respective officers, directors and affiliates to the extent required by Section 14(f) of Stockholdersthe Exchange Act and Rule 14f-1. The Class C director provisions of this Section 1.3(a) are in addition to and shall then appoint additional Class Anot limit any rights that any of Merger Sub, Class B and Class C directors, Parent or any of their respective Affiliates may have as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting record holder or beneficial owner of Stockholders, the directors in Class B shall be elected for Shares as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Laws with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The (a) Promptly following the Acceptance Time and at all times thereafter, subject to compliance with the Company Articles, the Company Bylaws, applicable Laws and the regulations of the NYSE, Merger Sub shall be entitled to designate, elect or cause the Board of Directors shall be divided into three classes: Class A, Class B and Class C. The of the Company to elect such number of directors 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 of the Company (after giving effect to any directors elected or designated pursuant to this Section 1.3(a)) multiplied by (ii) the percentage that (x) the aggregate number of shares of Company Common Stock beneficially owned by Parent, Merger Sub and any of their Affiliates (including shares of Company Common Stock accepted for payment pursuant to the Offer) bears to (y) the total number of shares of Company Common Stock then outstanding. The Company shall, upon Merger Sub's request at any time following the Acceptance Time, cause the Board of Directors of the Company to promptly (A) adopt resolutions (1) increasing the size of the Board of Directors of the Company by such number of directors as shall be necessary to give effect to the first sentence of this Section 1.3(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 1.3(a), (B) elect Merger Sub's designees to fill such newly created directorships on the Board of Directors of the Company and (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 1.3(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 Acceptance Time, also cause persons designated by Merger Sub to constitute the same percentage (after giving effect to any directors elected or designated by Merger Sub pursuant to this Section 1.3(a)) and rounded up to the next whole number) as is on the Board of Directors of the Company of (x) each committee of the Board of Directors of the Company, and, upon Merger Sub's further request, (y) the board of directors (or similar body) of each Subsidiary of the Company and (z) each committee (or similar body) of each such board, in each class case, to the 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 nearly equal a "controlled company" as possible. At the first election of directors defined by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersNYSE Listed Company Manual Section 303A and make all necessary filings and disclosures associated with such status. The Class C director Company shall then appoint additional Class Apromptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.3(a), Class B including mailing to shareholders of the Company (together with the Schedule 14D-9) the information required by Section 14(f) and Class C directorsRule 14f-1 under the Exchange Act as is necessary to enable Merger Sub's designees to be elected or designated to the Board of Directors of the Company. Merger Sub shall supply the Company with information with respect to Merger Sub's designees and Parent's and Merger Sub's respective officers, as necessarydirectors and Affiliates to the extent required by Section 14(f) and Rule 14f-1 under the Exchange Act. The directors provisions of this Section 1.3(a) are in Class A addition to and shall be elected for a term expiring at not limit any rights that any of Merger Sub, Parent or any of their respective Affiliates may have as record holders or beneficial owners of shares of the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected Company Common Stock under applicable Laws with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The (a) Effective upon the acceptance for payment by Sub for all Shares validly tendered and not properly withdrawn pursuant to the Offer at the Acceptance Date, which Shares represent at least a majority of the issued and outstanding Shares on a Fully Diluted Basis, and from time to time thereafter as Shares are acquired by Parent or Sub pursuant to the Offer, to the extent permitted by applicable Law and the rules of the Nasdaq Global Market, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company’s Board of Directors shall be divided into three classes: Class A, Class B and Class C. The that equals the product of (i) the total number of directors in each class shall be as nearly equal as possible. At on the first election Company’s Board of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected Directors (giving effect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of any additional directors and/or pursuant to this Section 1.03) and (ii) the removal percentage that the number of one or more directors Shares then beneficially owned by Parent and its Affiliates (including such Shares accepted for payment) bears to the total number of Shares outstanding, and the filling of any vacancy in that connection, newly created directorships and any vacancies in Company shall take all action reasonably necessary to cause Parent’s designees to be elected or appointed to the Company’s Board of Directors, including unfilled vacancies resulting from increasing the removal number of directors for causeand seeking and accepting resignations of incumbent directors. At such time, may be filled by the vote of a majority of the remaining directors then in officeCompany shall, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office upon Parent’s request and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that permitted by applicable Law and the Bylaws rules of the Corporation shall so requireNasdaq Global Market, cause individuals designated by Parent to constitute the election number of members, rounded up to the next whole number, on (A) each committee of the Company’s Board of Directors and (B) each board of directors of each Subsidiary of the Corporation need not Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Company’s Board of Directors; provided that if a committee of the Company’s Board of Directors is established to take action under this Agreement, such committee shall be by written ballot.composed only of Continuing Directors. Notwithstanding the foregoing and subject to Section 1.03(b) below, in connection with the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Company’s Board of Directors shall at all times include, and the Company, Parent and Sub shall cause the Company’s Board of Directors to at all times include, at least three (3) Continuing Directors and each committee of the Company’s Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Sub shall cause each committee of the Company’s Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least two (2) Continuing Directors. A “

Directors. The Board (a) Subject to the terms of Directors the Stockholder Agreement, dated September 19, 2001 (the “Company Stockholder Agreement”), among Bxxxxxx-Xxxxx Squibb Company and the Company, after the Purchaser accepts for payment Shares tendered and not properly withdrawn pursuant to the Offer (the “Acceptance Time”), and at all times thereafter, Parent shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of 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 aggregate number of Shares beneficially owned by Parent, the Purchaser or any of their respective affiliates bears to the total number of Shares then outstanding (including without limitation, in each class case, any outstanding securities of the Company owned by Parent, the Purchaser or any of their respective affiliates that are convertible or exchangeable into or exercisable for Shares on an as-converted basis). After the Acceptance Time, the Company shall, upon Parent’s request, take all actions as are necessary or desirable to enable Parent’s designees to be so elected or designated to the Company Board, including but not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including without limitation by amending the Company Bylaws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors, and shall cause Parent’s designees to be so elected or designated at such time. Subject to the terms of the Company Stockholder Agreement, after the Acceptance Time, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as nearly equal as possible. At is on the first election Company Board of (i) each committee of the Company Board, (ii) the board of directors of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the incorporatorMarketplace Rules of the Nasdaq Global Market (“Nasdaq”). After the Acceptance Time, the incorporator Company shall also, upon Parent’s request, take all action necessary to elect to be treated as a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders“controlled company” as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The Class C director provisions of this Section 1.3(a) are in addition to and shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholdersnot limit any rights that Parent, the directors in Class B shall be elected for Purchaser or any of their respective affiliates may have as a term expiring at the second Annual Meeting record holder or beneficial owner of Stockholders and the directors in Class C shall be elected for Shares as a term expiring at the third Annual Meeting matter of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The (a) Effective upon the Offer Closing, and at all times thereafter, Parent shall be entitled to designate, from time to time, such number of members of the Board of Directors shall be divided into three classes: Class Aof the Company as will give Parent, Class B subject to compliance with Section 14(f) of the Exchange Act and Class C. The Rule 14f-1 thereunder, representation equal to at least that number of directors, rounded up to the next whole number, that is the product of (a) the total number of directors (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (b) the percentage that (i) the number of shares of Company Common Stock beneficially owned by Parent and its Subsidiaries (including shares of Company Common Stock accepted for payment pursuant to the Offer) bears to (ii) the number of shares of the Company Common Stock then outstanding; provided, however, that in each class the event that Parent’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time Parent shall be as nearly equal as possible. At use its reasonable best efforts to cause the first election Board of directors by Directors of the incorporator, the incorporator shall elect a Class C director for a term expiring Company to have at the Corporation’s third Annual Meeting of Stockholdersleast three Continuing Directors. The Class C director Company shall then appoint additional Class promptly take all action requested by Parent necessary or desirable to effect any such election or appointment, including (A) increasing the size of the Board of Directors of the Company (including by amending the Company Bylaws if necessary to increase the size of the Board of Directors of the Company), Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders (B) filling vacancies or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in on the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority Directors of the remaining Company and (C) obtaining the resignation of such number of its current directors then as is, in officeeach case, although less than a quorum (as defined in necessary to enable such designees to be so elected or appointed to the by-laws Board of Directors of the Corporation)Company in compliance with applicable Law (including, or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that applicable prior to the Bylaws Effective Time, Rule 10A-3 under the Exchange Act and applicable NASDAQ Rules). The Company shall promptly take all actions required pursuant to Section 14(f) of the Corporation Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.9(a), including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, and the Company agrees to make such mailing concurrently with the mailing of the Schedule 14D-9. Parent and Merger Sub shall so requireprovide to the Company on a timely basis all information required to be included in the Information Statement with respect to such designees and with respect to Parent’s officers, directors and Affiliates. After the Offer Closing, the election Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Board of Directors of the Company to serve on and constitute the same percentage (rounded up to the next whole number) as is on the Board of Directors of the Company of (i) each committee of the Board of Directors of the Company, except for any committee established to take action with respect to the subject matter of this Agreement, (ii) the board of directors of each Subsidiary of the Corporation need not be Company and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by written ballotapplicable Law and the NASDAQ Marketplace Rules.

Directors. The Board Each Eligible Designated Holder Group (acting by Majority Approval of Directors the Holders included in such Eligible Designated Holder Group) shall be divided into three classes: Class A, Class B and Class C. The number entitled to designate through its Voting Representative one director of directors in each class shall be the Company who has not been removed as nearly equal as possible. At a director of the first election of directors by the incorporator, the incorporator shall elect a Class C director Company for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected Cause for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except so long as the General Corporation Law of Deaware may otherwise require, Holders included in such Eligible Designated Holder Group own in the interim between Annual Meetings aggregate at least the Minimum Ownership Percentage, and each Holder agrees to vote all Shares held by such Holder (and to execute and deliver written consents in lieu thereof) in favor of Stockholders or special meetings of stockholders called for and approving the election of directors and/or such designee as a director of the removal Company (subject to the provisions of one or more directors and Sections 2.3 through 2.5). In addition, so long as the filling of any vacancy in that connection, newly created directorships and any vacancies Holders included in the Board of Directors, including unfilled vacancies resulting from Sterling Holders Group at any particular time hold in the removal of directors for cause, may be filled by the vote of a majority aggregate at least 75% of the remaining directors then in office, although less than a quorum (as defined Shares initially issued to the Holders included in the by-laws Sterling Holders Group as of the CorporationEffective Date as set forth on the signature page(s) of this Agreement beside the caption “Total Number of Shares To Be Owned By Group at the Effective Date” under the name “Sterling Holders Group” (after giving effect to the issuances, transfers or repurchases, if any, described in footnote 1 thereto), or the Sterling Holders Group (acting by Majority Approval of the sole remaining director. All directors Holders included in the Sterling Holders Group) shall hold office until be entitled to designate through the expiration Sterling Holders Voting Representative an additional director of their respective terms of office and until their successors shall have the Company who has not been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of removed as a director shall serve for the remainder of the full term Company for Cause, and each Holder agrees to vote all Shares held by such Holder (and to execute and deliver written consents in lieu thereof) in favor of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, approving the election of directors such designee as a director of the Corporation need not be Company (subject to the provisions of Sections 2.3 through 2.5). In addition, each Holder agrees to vote all Shares held by such Holder (and to execute and deliver written ballotconsents in lieu thereof) in favor of and approving the election as a director of the Company of (a) each Independent Director Designee, (b) the Company’s Chief Executive Officer and (c) for so long as the Seller Designated Director Designee meets the Seller Designated Director Qualifications, the Seller Designated Director Designee.

Directors. The Merger Agreement provides that, promptly upon Parent's purchase of and payment for Shares which represent at least a majority of the outstanding Shares (on a fully diluted basis), Purchaser will be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board as shall give Purchaser, subject to compliance with Section 14(f) of Directors shall be divided into three classes: Class Athe Exchange Act and Rule 14f-1 promulgated thereunder, Class B and Class C. The representation on the Company Board equal to the product of the total number of directors on the Company Board (giving effect to the directors designated by Parent) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser and any of their affiliates bears to the total number of Shares then outstanding (such number being the "Board Percentage"). The Company will, upon request of Purchaser, cause Xxxxxx's designees to satisfy the Board Percentage, including without limitation increasing the size of the Company Board and securing the resignations of incumbent directors. Notwithstanding the foregoing, until the Effective Time, the Company will retain on the Company Board at least two directors who were directors of the Company on the date of the Merger Agreement (the "Company Designees"); provided, that subsequent to the purchase of and payment for Shares pursuant to the Offer, Parent shall always have its designees represent at least a majority of the entire Company Board. However, 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 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 (i) each Committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board, in each class shall be as nearly equal as possiblecase only to the extent permitted by law. At The Merger Agreement also provides that from and after the first election time, if any, that Parent's designees constitute a majority of directors the Company Board, any amendment of the Merger Agreement, termination of the Merger Agreement by the incorporatorCompany, the incorporator shall elect a Class C director extension of time for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling performance of any vacancy in that connection, newly created directorships and of the obligations of Parent or Purchaser or waiver of any vacancies in condition or any of the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, Company's rights thereunder may be filled effected only by the vote action of a majority of the remaining directors of the Company then in office, although less than a quorum (as defined in office who were directors on the by-laws date of the Corporation)Merger Agreement, or by which action shall be deemed to constitute the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder action of the full term Company Board; provided, that if there are no such directors, such actions may be effected by unanimous vote of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotentire Company Board.

Directors. The (a) Upon the Offer Acceptance Time and all times thereafter, subject to compliance with applicable Legal Requirements and the applicable Marketplace Rules of NASDAQ, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Board of Directors shall be divided into three classes: Class A, Class B and Class C. The of the Company as is equal to the product of (i) the total number of directors in on the Board of Directors of the Company (after giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser and any of their Affiliates (including Shares accepted for payment) bears to the total number of Shares then outstanding. The Company shall, upon Purchaser’s request at any time following the purchase of and payment for Shares pursuant to the Offer, take all such actions necessary to (A) appoint to the Board of Directors of the Company the individuals designated by Purchaser and permitted to be so designated by the first sentence of this Section 1.3(a), including, but not limited to, promptly filling vacancies or newly created directorships on the Board of Directors of the Company, promptly increasing the size of the Board of Directors of the Company (including by amending the bylaws of the Company if necessary so as to increase the size of the Board of Directors of the Company) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Board of Directors of the Company, and (B) cause Purchaser’s designees to be so appointed at such time. The Company shall, upon Purchaser’s request following the Offer Acceptance Time, also cause Persons elected or designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Board of Directors of the Company of each class committee of the Board of Directors of the Company to the extent permitted by applicable Legal Requirements and the NASDAQ Marketplace Rules. From and after the Offer Acceptance Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by NASDAQ Marketplace Rule 5615(c)(1) and make all necessary filings and disclosures associated with such status. The Company’s obligations under this Section 1.3(a) shall be as nearly equal as possible. At subject to Section 14(f) of the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersExchange Act and Rule 14f-1 promulgated thereunder. The Class C director Company shall then appoint additional Class Apromptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), Class B including mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Class C directorsRule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Board of Directors of the Company. Purchaser shall supply the Company with, as necessaryand be solely responsible for, information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and Affiliates to the extent required by Section 14(f) and Rule 14f-1. The directors provisions of this Section 1.3(a) are in Class A addition to and shall be elected for not limit any rights that any of Purchaser, Parent or any of their respective Affiliates may have as a term expiring at the first Annual Meeting record holder or beneficial owner of Stockholders, the directors in Class B shall be elected for Shares as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Legal Requirements with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) After Acquisition Sub accepts for payment shares of Directors Common Stock tendered and not properly withdrawn pursuant to the Offer (the “Acceptance Time”), and up to the Effective Time, subject to payment for such shares of Common Stock, Parent shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The 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 the board of directors of the Company (giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of shares of Common Stock beneficially owned by Parent, Acquisition Sub or any of their respective affiliates bears to the total number of shares of Common Stock then outstanding. After the Acceptance Time, subject to payment for shares tendered in the Offer, the Company shall, upon Parent’s request, take all actions as are necessary or desirable to enable Parent’s designees to be so elected or designated to the board of directors of the Company, including but not limited to promptly filling vacancies or newly created directorships on the board of directors of the Company, promptly increasing the size of the board of directors of the Company (including by amending the bylaws if necessary to increase the size of the board of directors of the Company) and/or promptly securing the resignations of such number of its incumbent directors, and shall cause Parent’s designees to be so elected or designated at such time. After the Acceptance Time, subject to payment for shares tendered in the Offer, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the board of directors of the Company to serve on and constitute the same percentage (rounded up to the next whole number) as is on the board of directors of the Company of (i) each committee of the board of directors of the Company, except for any committee established to take action with respect to the subject matter of this Agreement, (ii) the board of directors of each subsidiary of the Company and (iii) each committee (or similar body) of each such board, in each class shall be as nearly equal as possiblecase to the extent permitted by applicable Law and the NASDAQ Marketplace Rules. At After the first election of directors by Acceptance Time, subject to payment for shares tendered in the incorporatorOffer, the incorporator Company shall also, upon Parent’s request, take all action necessary to continue to elect to be treated as a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders“controlled company” as defined by NASDAQ Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The Class C director provisions of this Section 2.3(a) are in addition to and shall then appoint additional Class Anot limit any rights that Parent, Class B and Class C directors, Acquisition Sub or any of their respective affiliates may have as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting record holder or beneficial owner of Stockholders, the directors in Class B shall be elected for shares of Common Stock as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or or otherwise. The Company and its stockholders shall take all actions necessary to comply with the removal provisions of one or more directors and this Section 2.3 under the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotStockholders’ Agreements.

Directors. The (a) After the Purchaser first accepts for payment Shares tendered and not properly withdrawn pursuant to the Offer, without regard to any “subsequent offering period” (the “Acceptance Time”), and at all times thereafter, Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Board of Directors shall be divided into three classes: Class A, Class B and Class C. The as is equal to the product of the total number of directors in each class shall be as nearly equal as possible. At on the first election Board of Directors (giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the incorporatorpercentage that the aggregate number of Shares beneficially owned by Parent, the incorporator shall elect a Class C director for a term expiring at Purchaser or any of their respective Affiliates bears to the Corporation’s third Annual Meeting total number of StockholdersShares then outstanding. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at After the first Annual Meeting of StockholdersAcceptance Time, the directors in Class B shall Company shall, upon Parent’s reasonable request, take all actions as are reasonably necessary or desirable to enable Parent’s designees to be so elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected or designated to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled promptly filling vacancies resulting from or newly created directorships on the removal Board of Directors, promptly increasing the size of the Board of Directors (including by amending the By-laws if necessary to increase the size of the Board of Directors) and/or promptly securing the resignations of such number of its incumbent directors, and shall cause Parent’s designees to be so elected or designated at such time. After the Acceptance Time, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Board of Directors to serve on and constitute the same percentage (rounded up to the next whole number) as is on the Board of Directors of (i) each committee of the Board of Directors, (ii) each board of directors for cause(or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, may be filled in each case to the extent permitted by applicable Law and the vote of a majority Marketplace Rules of the remaining directors then in officeNasdaq Global Select Market (“Nasdaq”). After the Acceptance Time, although less than the Company shall also, upon Parent’s request, take all action necessary to elect to be treated as a quorum (“controlled company” as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that Parent, the by-laws of the Corporation), Purchaser or by the sole remaining director. All directors shall hold office until the expiration any of their respective terms Affiliates may have as a record holder or beneficial owner of office and until their successors shall have been elected and qualified. A director elected Shares as a matter of applicable Law with respect to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotor otherwise.

Directors. The Board Upon the Offer Acceptance Time, subject to compliance with the Organizational Documents of Directors shall be divided into three classes: Class Athe Company, Class B and Class C. The number of directors in each class shall be as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders applicable Law and the directors in Class C applicable rules of the NYSE, Parent, Purchaser and the Company shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise requireuse commercially reasonable efforts (including, in the interim between Annual Meetings case of Stockholders the Company, by using commercially reasonable efforts to obtain the necessary resignations of existing directors) to ensure that the Company Board will be comprised of three (3) directors (or special meetings such greater number as specified by Purchaser) (the “Purchaser Directors”), in its sole discretion. The Company shall, upon Parent’s request at any time following the purchase of stockholders called and payment for Company Shares pursuant to the Offer, promptly take, or to the extent required by the Organizational Documents of the Company or applicable Law, propose to the shareholders to take, all such actions necessary or, at the request of Parent, implement a board cooptation process necessary to (i) elect or designate to the Company Board the Purchaser Directors permitted to be so designated by the first sentence of this Section 3.4(a), including promptly convening a shareholders’ meeting as may be necessary in accordance with French Law, promptly increasing the size of the Company Board (including by proposing an amendment to the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly request (and use commercially reasonable efforts to obtain) the resignations of such number of its current directors, in each case subject to applicable Laws and as is necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Company Board and to otherwise comply with the Company Board composition set forth in the first sentence of this Section 3.4(a), and (ii) cause Purchaser’s designees to be so elected or designated at such time. Promptly after the Offer Acceptance Time, the Company shall also cause Persons designated by Parent (on behalf of Purchaser) to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of (A) each committee of the Company Board, (B) the board of directors (or similar body) of each Subsidiary of the Company and (C) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and applicable NYSE rules. The Company’s obligations under this Section 3.4 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 MoU take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 3.4, including mailing to shareholders (together with the Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board. Parent shall supply the Company with information with respect to Purchaser’s designees and Xxxxxx’s and Purchaser’s respective officers, directors and Affiliates to the extent required by Section 14(f) and Rule 14f-1. Parent shall be solely responsible for the information and consents with respect to Parent and its designees, officers, directors and affiliates required by Section 14(f) of the Exchanges Act and Rule 14f-1 promulgated under the Exchange Act in connection with such filing. The provisions of this Section 3.4 are in addition to and shall not limit any rights that any of Parent, Purchaser or any of their respective Affiliates may have as a record holder or beneficial owner of Company Shares as a matter of applicable Law with respect to the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) Effective upon the acceptance for payment of Directors any Shares pursuant to the Offer (the "Share Acceptance Time"), and at all times thereafter, Parent shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of (i) the total number of directors in on the Company Board (giving effect to the election or appointment of any additional directors pursuant to this Section) and (ii) the percentage that the number of Shares beneficially owned by Parent and/or Merger Sub (including Shares accepted for payment and the purchased Top-Up Option Shares, if any) bears to the total number of Shares outstanding, and the Company shall promptly take all actions necessary to cause Parent's designees to be elected or appointed to the Company Board, including increasing the size of the Company Board (including by amending the Amended and Restated Bylaws of the Company (the "Company Bylaws") if necessary), increasing the number of directors, and/or seeking and accepting resignations of incumbent directors (the date on which Parent's designees are elected or appointed to the Company Board, the "Director Appointment Date"). After the Share Acceptance Time, the Company shall also use its best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (i) each class shall be as nearly equal as possible. At committee of the first election Company Board and (ii) each board of directors by (or similar body) of each of the incorporatorCompany's Subsidiaries (and each committee (or similar body) thereof, if any) that represents the same percentage as such individuals represent on the Company Board. After the Acceptance Time, the incorporator Company shall also, upon Merger Sub's request, take all action necessary to elect to be treated as a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders"controlled company" as defined by NASDAQ Marketplace Rule 5615 and make all necessary filings and disclosures associated with such status. The Class C director provisions of this Section 1.03(a) are in addition to and shall then appoint additional Class Anot limit any rights that Parent, Class B and Class C directors, Merger Sub or any of their respective affiliates may have as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting record holder or beneficial owner of Stockholders, the directors in Class B shall be elected for Shares as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or or otherwise. Notwithstanding the removal foregoing, following the election or appointment of one or more directors Parent's designees to the Company Board and until the Effective Time, the Company Board shall at all times include, and the filling Company, Parent and Merger Sub shall cause the Company Board to at all times include, at least three (3) Continuing Directors and each committee of any vacancy in that connection, newly created directorships the Company Board and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal board of directors for cause(or similar body) of each Subsidiary of the Company shall at all times include, may be filled and the Company, Parent and Merger Sub shall cause each committee of the Company Board and the board of directors (or similar body) of each Subsidiary of the Company to at all times include, at least one (1) Continuing Director. A "Continuing Director" shall mean a person who is a member of the Company Board as of the Agreement Date or a person selected by the vote of a majority of the remaining directors Continuing Directors then in office, although less than a quorum each of whom shall be an "independent director" as defined by Rule 5605 (a)(2) of the NASDAQ Marketplace Rules and eligible to serve on the Company's audit committee under the Exchange Act and NASDAQ Marketplace Rules and, at least one of whom shall be an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K and the by-laws instructions thereto; provided, however that if the number of Continuing Directors is reduced to less than three (3) prior to the Corporation)Effective Time, any remaining Continuing Directors (or by Continuing Director, if there shall be only one (1) remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the sole remaining director. All other directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected designate three (3) persons to fill a vacancy resulting from the deathsuch vacancies who are not officers, resignation directors, stockholders or removal designees of a director Parent or any of its Affiliates, and such persons shall serve be deemed to be Continuing Directors for the remainder all purposes of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotthis Agreement.

Directors. The (a) Subject to applicable Law and Nasdaq rules applicable to the Company, promptly upon the Acceptance Time, Merger Sub shall be entitled to designate such number of directors on the Company Board as will give Merger Sub representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that is the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) the number of shares of Company Common Stock owned by Merger Sub or any other Subsidiary of Parent (including Shares accepted for payment in the Offer) bears to (B) the total number of shares of Company Common Stock that are issued and outstanding, and the Company shall, at such time, promptly take all necessary action to cause Merger Sub’s designees to be so elected; provided, however, that in the event that Merger Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company or any of its Subsidiaries (the “Independent Directors”); and provided, further, that, in such event, if the number of Independent Directors shall be divided into three classes: Class Areduced below two for any reason whatsoever, Class B the remaining Independent Director shall be entitled to designate a person to fill such vacancy 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 use reasonable best efforts to designate two persons to fill such vacancies who are directors of the Company on the date of this Agreement and Class C. The who are not officers or affiliates of the Company, any of its Subsidiaries, Parent, any of its Subsidiaries or Merger Sub, provided, however, that, if any vacancies remain, the other directors shall designate persons to fill such vacancies who are not officers, stockholders or affiliates of the Company, any of its Subsidiaries, Parent, any of its Subsidiaries 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, take all necessary action 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. At such time, the persons designated by Merger Sub shall, as nearly as practicable, constitute at least the same percentage as persons designated by Merger Sub to (1) each committee of the Company Board, (2) each board of directors of each Subsidiary of the Company, and (3) each committee of each such board, in each class shall be as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except case only to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be permitted by written ballotapplicable Law.

Directors. The Board (a) Promptly upon the Offer Acceptance Time and all times thereafter, subject to compliance with applicable Laws and the applicable rules and regulations of Directors the NYSE Listed Company Manual, Merger Sub shall be divided into three classes: Class Aentitled to designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of (i) the total number of directors on the Company Board (after giving effect to the directors designated by Merger Sub pursuant to this sentence) multiplied by (ii) the percentage that the aggregate voting power of Shares at such time beneficially owned by Parent, Merger Sub and any of their Affiliates bears to the total voting power of Shares then issued and outstanding. As used in each class this Agreement, the terms “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company shall, upon Merger Sub’s request at any time following the Offer Acceptance Time, take all such actions necessary to (A) appoint to the Company Board the individuals designated by Merger Sub and permitted to be as nearly equal as possible. At so designated by the first election sentence of directors by the incorporatorthis Section 1.3(a), the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class Aincluding, Class B and Class C directorsbut not limited to, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders promptly filling vacancies or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Merger Sub’s designees to be so elected or designated to the Company Board, and any vacancies in (B) cause Merger Sub’s designees to be so appointed at such time. The Company shall, upon Merger Sub’s request following the Offer Acceptance Time, also cause Persons elected or designated by Merger Sub to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority each committee of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except Company Board to the extent that permitted by applicable Laws and the Bylaws NYSE Listed Company Manual. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Corporation Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall so require, the election of directors take all actions required pursuant to Section 14(f) of the Corporation need not be by written ballot.Exchange Act and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders the information required by

Directors. The (a) Effective upon the Offer Closing, and at all times thereafter, Parent shall be entitled to designate, from time to time, such number of members of the Board of Directors shall be divided into three classes: Class Aof the Company as will give Parent, Class B subject to compliance with Section 14(f) of the Exchange Act and Class C. The Rule 14f-1 thereunder, representation equal to at least that number of directors, rounded up to the next whole number, that is the product of (a) the total number of directors (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (b) the percentage that (i) the number of shares of Company Common Stock beneficially owned by Parent and its Subsidiaries (including shares of Company Common Stock accepted for payment pursuant to the Offer) bears to (ii) the number of shares of the Company Common Stock then outstanding; provided, however, that in the event that Parent’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time the Board of Directors of the Company shall have at least two Independent Directors. The Company shall promptly take all action requested by Parent necessary or desirable to effect any such election or appointment, including (A) increasing the size of the Board of Directors of the Company (including by amending the Company By-laws if necessary to increase the size of the Board of Directors of the Company), (B) filling vacancies or newly created directorships on the Board of Directors of the Company and (C) obtaining the resignation of such number of its current directors as is, in each class case, necessary to enable such designees to be so elected or appointed to the Board of Directors of the Company in compliance with applicable Law (including, to the extent applicable prior to the Effective Time, Rule 10A-3 under the Exchange Act and NASDAQ Rules 4350(c) and 4350(d)(2)). 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 6.9(a), including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, and the Company agrees to make such mailing concurrently with the mailing of the Schedule 14D-9. Parent and Merger Sub shall provide to the Company on a timely basis all information required to be included in the Information Statement with respect to such designees and with respect to Parent’s officers, directors and Affiliates. After the Offer Closing, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Board of Directors of the Company to serve on and constitute the same percentage (rounded up to the next whole number) as nearly equal as possible. At is on the first election Board of Directors of the Company of (i) each committee of the Board of Directors of the Company, except for any committee established to take action with respect to the subject matter of this Agreement, (ii) the board of directors of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersNASDAQ Marketplace Rules. The Class C director provisions of this Section 6.9(a) are in addition to and shall then appoint additional Class Anot limit any rights that Parent, Class B and Class C directors, Merger Sub or any of their respective Affiliates may have as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting record holder or beneficial owner of Stockholders, the directors in Class B shall be elected for shares of Company Common Stock as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The (a) Promptly upon the Acceptance Time, Parent shall be entitled to designate such number of directors on the Company Board of Directors as will give Parent, subject to compliance with Section 14(f) of the Exchange Act, 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 (giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage that (I) the number of Shares then owned by Parent, Sub, or any other subsidiary of Parent bears to (II) the number of such Shares outstanding, and the Company shall, at such time, cause Parent’s designees to be so elected; provided, however, that in the event that Parent’s designees are appointed or elected to the Company Board of Directors, until the Effective Time, the Company Board of Directors shall be divided into have at least three classes: Class A(3) directors who are directors on the date of this Agreement and who are not officers of the Company (the “Independent Directors”); and provided, Class B and Class C. The further, that, in such event, if the number of directors in each class 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 shall designate three (3) persons to fill such vacancies who are not officers or Affiliates of the Company, Parent or Sub, and are “independent directors” of the Company for purposes of Nasdaq Marketplace Rule 5605(a)(2) as nearly equal as possiblein effect on the date hereof, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. At the first election of directors by the incorporatorsuch time, the incorporator shall elect a Class C director for a term expiring at Company shall, upon Parent’s request, also cause persons elected or designated by Parent to constitute the Corporation’s third Annual Meeting same percentage (rounded up to the next whole number) as is on the Company Board of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at Directors of (i) each committee of the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Company Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority and (ii) each committee (or similar body) of the remaining directors then Company Board of Directors, in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except each case only to the extent that required by applicable Law or the Bylaws rules of any stock exchange on which the Shares are listed. Subject to applicable Law, the Company shall take all action reasonably 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 Corporation Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall so requiremake 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 election Company shall promptly, at the option of directors Sub, either increase the size of the Corporation need not 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 by written ballotelected or appointed to the Company Board of Directors as provided above.

Directors. The Board (a) Subject to applicable Law and provided that the Minimum Tender Condition is satisfied, promptly after Acquisition Sub accepts for payment and pays for any shares of Directors Company Common Stock tendered and not withdrawn pursuant to the Offer (the “Appointment Time”), and at all times thereafter, Acquisition Sub shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The 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 in each class shall be as nearly equal as possible. At on the first election board of directors of the Company (giving effect to the directors elected or designated by Acquisition Sub pursuant to this Section 1.4) multiplied by the incorporatorpercentage that the aggregate number of shares of Company Common Stock beneficially owned by Parent and Acquisition Sub bears to the total number of shares of Company Common Stock then outstanding. Upon Acquisition Sub’s request at any time following the Appointment Time, the incorporator shall elect a Class C director for a term expiring at Company shall, subject to the Corporation’s third Annual Meeting terms of Stockholders. The Class C director shall then appoint additional Class Athe Certificate of Incorporation and the Amended and Restated Bylaws of the Company, Class B take such actions, including but not limited to filling vacancies or newly created directorships on the board of directors of the Company, increasing the size of the board of directors of the Company (including by amending the Amended and Class C Restated Bylaws of the Company, if necessary, so as to increase the size of the board of directors of the Company) and/or requesting and accepting the resignations of such number of its incumbent directors, as necessaryis reasonably necessary to enable Acquisition Sub’s designees to be so elected or designated to the board of directors of the Company, and shall cause Acquisition Sub’s designees to be so elected or designated at such time. The directors in Class A Company’s obligations under this Section 1.4(a) shall be elected for a term expiring at subject to Section 14(f) of the first Annual Meeting Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of Stockholdersthis Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.4(a), including mailing to the directors in Class B shall Company’s stockholders (together with the Schedule 14D-9, unless otherwise requested by Parent) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Acquisition Sub’s designees to be elected for a term expiring at or designated to the second Annual Meeting board of Stockholders directors of the Company. Parent shall supply the Company with, and the directors in Class C shall solely be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders responsible for, information with respect to Acquisition Sub’s designees and at each Annual Meeting of Stockholders thereafterParent’s and Acquisition Sub’s respective officers, directors elected and affiliates, to succeed those directors whose terms expire the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.4(a) are in addition to and shall be elected for not limit any rights that any of Acquisition Sub, Parent or any of their respective affiliates may have as a term record holder or beneficial owner of office shares of Company Common Stock as a matter of applicable Law with respect to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The (a) Upon the Offer Acceptance Time and at all times thereafter, subject to compliance with the Company Charter Documents, applicable Legal Requirements and the applicable Marketplace Rules of the NASDAQ, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Board of Directors shall be divided into three classes: Class A, Class B and Class C. The of the Company as is equal to the product of (i) the total number of directors on the Board of Directors of the Company (after giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser and any of their Affiliates (including Shares accepted for payment pursuant to the Offer) bears to the total number of Shares then outstanding. The Company shall, upon Purchaser’s request at any time following the purchase of and payment for Shares pursuant to the Offer, promptly take all such actions necessary to (i) elect or designate to the Board of Directors of the Company the individuals designated by Purchaser and permitted to be so designated by the first sentence of this Section 1.3(a), including promptly filling vacancies or newly created directorships on the Board of Directors of the Company, promptly increasing the size of the Board of Directors of the Company (including by amending the bylaws of the Company if necessary so as to increase the size of the Board of Directors of the Company) and/or promptly securing the resignations of such number of its incumbent directors, in each class case as is necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Board of Directors of the Company and (ii) cause Purchaser’s designees to be so elected or designated at such time. The Company shall, upon Purchaser’s request following the Offer Acceptance Time, also cause Persons designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Board of Directors of the Company of (i) each committee of the Board of Directors of the Company, (ii) the board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board, in each case, to the extent permitted by applicable Legal Requirements and applicable NASDAQ Marketplace Rules. From and after the Offer Acceptance Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by NASDAQ Marketplace Rule 5615(c)(1) and make all necessary filings and disclosures associated with such status. The Company’s obligations under this Section 1.3(a) shall be as nearly equal as possible. At subject to Section 14(f) of the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersExchange Act and Rule 14f-1 promulgated thereunder. The Class C director Company shall then appoint additional Class Apromptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), Class B including mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Class C directorsRule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Board of Directors of the Company. Purchaser shall supply the Company with information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, as necessarydirectors and Affiliates to the extent required by Section 14(f) and Rule 14f-1. The directors provisions of this Section 1.3(a) are in Class A addition to and shall be elected for not limit any rights that any of Purchaser, Parent or any of their respective Affiliates may have as a term expiring at the first Annual Meeting record holder or beneficial owner of Stockholders, the directors in Class B shall be elected for Shares as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Legal Requirements with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The 3.5.1. Promptly upon the purchase of and payment for Company Common Shares by Parent on the Share Purchase Date and prior to the Effective Time, (i) the size of the Board of Directors of the Company shall be divided into decreased to seven, (ii) all current directors shall resign, other than three classes: Class Aof the current directors who are not employees of the Company or shareholders, Class B affiliates, associates or employees of Parent or Purchaser (as shall be designated by the board of directors of the Company prior to the Share Purchase Date), and Class C. The (iii) a number of directors in each class persons equal to the aggregate vacancies so created shall be as nearly equal as possible. At the first election of directors designated by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B Parent and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at to fill the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholdersvacancies so created. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected Any person designated by Parent to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in serve on the Board of DirectorsDirectors of the Company between the Share Purchase Date and the Effective Time shall be responsible, including unfilled vacancies resulting from qualified and knowledgeable about the removal retail industry and/or the sporting goods industry, and the persons designated by Parent to serve shall, collectively, satisfy all applicable NASD listing standards for composition of the board. The Company shall, upon request of Parent, use its reasonable best efforts promptly to secure the resignations of such number of its incumbent directors for causeas is necessary to enable Parent's designees to be so elected or appointed to the Board of Directors (and to the extent the Company is not successful in securing all of such resignations, may be filled by increase the vote size of the Board of Directors to enable Parent to designate a majority of the remaining total number of directors then in office, although less than a quorum (as defined in the by-laws of the CorporationCompany), and shall use its reasonable best efforts to cause Parent's designees to be so elected or appointed at such time. The Company's obligations under this Section 3.5.1 shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated 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 3.5.1 (subject to Parent's timely notification to the Company of such information as is necessary to fulfill such obligations), including mailing to shareholders (together with the Schedule 14D-9 if Parent has then provided the necessary information) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable the sole remaining directorparent's designees to be elected or appointed to the Company's board of directors. All Parent or Purchaser will supply the Company in writing and be solely responsible for any 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 3.5.1 are in addition to and shall hold office until the expiration not limit any rights which Purchaser, Parent or any of their respective terms affiliates may have as a holder or beneficial owner of office and until their successors shall have been elected and qualified. A director elected Company Common Shares as a matter of law with respect to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotCompany or otherwise.

Directors. The (a) Promptly upon the purchase of and payment for any Shares by Parent or any of its subsidiaries which represents at least a majority of the outstanding Shares (on a fully diluted basis), Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors shall be divided into three classes: Class A, Class B and Class C. The of the Company as is equal to the product of the total number of directors in each class shall be as nearly equal as possible. At on such Board (giving effect to the first election of directors designated by Parent pursuant to this sentence) multiplied by the incorporatorpercentage that the aggregate number of Shares beneficially owned by the Purchaser, Parent and any of their affiliates bears to the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting total number of StockholdersShares then outstanding. The Class C director shall then appoint additional Class ACompany shall, Class B and Class C upon request of Parent, use its best efforts promptly either to increase the size of its Board of Directors or secure the resignations of such number of its incumbent directors, or both, as necessary. The directors in Class A shall is necessary to enable Parent's designees to be so elected for a term expiring at or appointed to the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Company's Board of Directors, including unfilled vacancies resulting from and shall cause Parent's designees to be so elected or appointed at such time. At such time, the removal Company shall, upon the request of Parent, also cause persons designated by Parent to constitute 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, 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. Notwithstanding the foregoing, until the Effective Time (as defined in Section 1.5 hereof), the Company shall use all reasonable efforts to retain as a member of its Board of Directors at least two directors who are directors of the Company on the date hereof; provided, that subsequent to the purchase of and payment for causeShares pursuant to the Offer, may be filled by the vote of Parent shall always have its designees represent at least a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws entire Board of Directors of the CorporationCompany. 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 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 mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except appointed to the extent that the Bylaws Company's Board of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotDirectors.

Directors. The Board of Directors (a) Following the Acceptance Time, and at all times thereafter, Parent shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as shall give Parent representation on the Company Board equal to the product of the total number of directors on the Company Board (giving effect to the directors elected or designated by Parent pursuant to this Section 1.3) multiplied by the percentage that the aggregate number of Shares then owned directly or indirectly by Parent bears to the total number of Shares then outstanding. After the Acceptance Time, the Company shall, upon request by Parent, take all actions as are necessary to enable Parent’s designees to be so elected or appointed to the Company Board, including by promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as is necessary to provide Parent with such level of representation, and shall cause Parent’s designees to be so elected or appointed at such time (the date on which Parent’s designees are so elected or appointed to the Company Board, the “Director Appointment Date”). After the Acceptance Time, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Company Board to serve on and constitute the same percentage as such individuals represent of the entire Company Board (but not less than a majority) (rounded up to the next whole number) of: (i) each committee of the Company Board; (ii) each board of directors (or similar body) of each Company Subsidiary; and (iii) each committee (or similar body) of each such board, in each class case to the extent permitted by applicable Law and the rules of the NYSE. The provisions of this Section 1.3(a) are in addition to and shall be as nearly equal as possible. At the first election of directors by the incorporatornot limit any rights that Parent, the incorporator shall elect Purchaser or any of their respective affiliates may have as a Class C director for record holder or beneficial owner of Shares as a term expiring at the Corporation’s third Annual Meeting matter of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board of Directors (a) Effective upon the Acceptance Time and from time to time thereafter, Parent shall be divided into three classesentitled to designate, to serve on the Company’s board of directors, the number of directors, rounded up to the next whole number, determined by multiplying: Class A, Class B and Class C. The (i) the total number of directors in each class shall be as nearly equal as possible. At on the first election Company’s board of directors (giving effect to any increase in the size of the Company’s board of directors effected pursuant to this Section 1.3(a)); by (ii) a fraction having a numerator equal to the incorporatoraggregate number of shares of Company Common Stock then beneficially owned by Parent or Acquisition Sub (including all shares of Company Common Stock accepted for payment pursuant to the Offer), and having a denominator equal to the total number of shares of Company Common Stock then issued and outstanding. Promptly following a request from Parent, the incorporator Company shall elect a Class C director for a term expiring at use commercially reasonable efforts to cause Parent’s designees to be elected or appointed to the CorporationCompany’s third Annual Meeting board of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessaryincluding seeking and accepting resignations of incumbent directors and, if such resignations are not obtained, increasing the size of the Company’s board of directors. The directors in Class A shall be elected for a term expiring at From and after the first Annual Meeting of StockholdersAcceptance Time, to the extent requested by Parent, the directors in Class B Company shall be elected for a term expiring at also use commercially reasonable efforts, as permitted by all applicable Legal Requirements (including the second Annual Meeting rules of Stockholders the Nasdaq Global Select Market), to: (A) obtain and deliver to Parent the directors in Class C shall be elected for a term expiring at resignation of each individual who is an officer of any of the third Annual Meeting Acquired Corporations; and (B) cause individuals designated by Parent to constitute the number of Stockholders. Commencing at members, rounded up to the first Annual Meeting next whole number, on (1) each committee of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election Company’s board of directors and/or and (2) the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal board of directors for cause, may be filled by the vote of a majority each Subsidiary of the remaining Company (and each committee thereof) that represents at least the same percentage as individuals designated by Parent represent on the board of directors then in officeof the Company. Notwithstanding the provisions of this Section 1.3, although less than a quorum at all times prior to the Effective Time (as defined in the by-laws Section 2.3), at least two of the Corporation), or members of the Company’s board of directors designated by the sole remaining director. All Company prior to the Acceptance Time shall be individuals who were directors of the Company on the date of this Agreement (“Continuing Directors”); provided, however, that if at any time prior to the Effective Time there shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of be only one Continuing Director serving as a director shall serve for the remainder of the full term Company for any reason, then the Company’s board of the director whose deathdirectors shall, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except subject to the extent following sentence, cause an individual selected by the remaining Continuing Director to be appointed to serve on the Company’s board of directors (and such individual shall be deemed to be a Continuing Director for all purposes under this Agreement). The Company shall designate, prior to the Acceptance Time, two alternate Continuing Directors that the Bylaws of the Corporation shall so require, the election board of directors of the Corporation need not Company shall appoint in the event of death, disability or resignation of the Continuing Directors, each of whom shall, following such appointment to the Company’s board of directors, be by written ballotdeemed to be a Continuing Director of the Company.

Directors. The (a) Promptly upon the occurrence of the Acceptance Time, Sub shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, which is the product of (i) the total number of directors on the Company Board (after giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for exchange plus the number of shares of Company Common Stock otherwise owned by Parent, Sub or any other subsidiary of Parent bears to (B) the total number of shares of Company Common Stock outstanding, and the Company shall, at such time, cause Sub’s designees to be so elected; provided, however, that, in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the U.S. federal securities laws) of Parent or Sub (one or more of such directors, the “Independent Directors”) and the size of the Company Board shall be such that Sub’s designees constitute at least a majority of the members of the Company Board. At such time the Company shall also cause individuals designated by Sub to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Company Board Table of Contents and (ii) each board of directors (or similar body) of each subsidiary of the Company identified by Sub (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board. Subject to applicable Law, the Company shall take all action requested by Parent or Sub necessary to effect any such election, including mailing to its stockholders the Information Statement, and the Company shall make such mailing with the mailing of the Schedule 14D-9. In connection with the foregoing, the Company shall promptly take all action necessary to accomplish the foregoing, including at the option of Sub, increasing the size of the Company Board or obtaining 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. Notwithstanding anything in this Agreement to the contrary, following the time directors designated by Sub are elected or appointed to the Board of Directors shall be divided into three classes: Class A, Class B and Class C. The number of directors in each class shall be as nearly equal as possible. At prior to the first election of directors by the incorporatorEffective Time, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the affirmative vote of a majority of the remaining directors then in office, although less than a quorum Independent Directors shall be required to (as defined in the by-laws x) amend or terminate this Agreement on behalf of the Corporation)Company, (y) exercise or waive any of the Company’s rights or remedies hereunder, or by (z) extend the sole remaining directortime for performance of Parent’s or Sub’s obligations hereunder. All directors Parent shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except provide to the extent that the Bylaws of the Corporation shall so requireCompany in writing, the election of directors of the Corporation need not and be solely responsible for any information with respect to itself and its nominees, directors, officers and affiliates, required by written ballotsuch Section 14(f) and Rule 14f-1.

Directors. The Board (a) Upon the Offer Acceptance Time, subject to compliance with the Organizational Documents of Directors shall be divided into three classes: Class Athe Company, Class B and Class C. The number of directors in each class shall be as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders applicable Law and the directors in Class C applicable rules of the NASDAQ, Parent, Purchaser and the Company shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after use their election. Except as the General Corporation Law of Deaware may otherwise requirereasonable best efforts (including, in the interim between Annual Meetings case of Stockholders the Company, by using its reasonable best efforts to obtain the necessary resignations of existing directors) to ensure that the Company Board will be comprised of nine (9) directors (or special meetings such lesser or greater number as specified by Purchaser), (i) at least seven (7) (or such lesser or greater number as specified by Purchaser) of stockholders called whom shall be designated by Purchaser (the “Purchaser Directors”), in its sole discretion, and (ii) at least two of whom shall be an Independent Director (who shall be designated by Purchaser in the manner set forth in Section 3.4(b)). The Company shall, subject to Section 3.4(b), upon Parent’s request at any time following the purchase of and payment for Company Shares pursuant to the Offer, promptly take, or to the extent required by the Organizational Documents of the Company or applicable Law, propose to the shareholders to take, all such actions necessary or, at the request of Parent, implement a board cooptation process necessary to (i) elect or designate to the Company Board the Purchaser Directors permitted to be so designated by the first sentence of this ‎Section 3.4(a), including promptly convening a shareholders’ meeting as may be necessary in accordance with French Law, promptly increasing the size of the Company Board (including by proposing an amendment to the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly request (and use its reasonable best efforts to obtain) the resignations of such number of its current directors, in each case subject to applicable Laws and as is necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Company Board and to otherwise comply with the Company Board composition set forth in the first sentence of this ‎Section 3.4(a), and (ii) cause Purchaser’s designees to be so elected or designated at such time. Promptly after the Offer Acceptance Time, the Company shall also cause Persons designated by Parent (on behalf of Purchaser) to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of (A) each committee of the Company Board, (B) the board of directors (or similar body) of each Subsidiary of the Company and (C) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and applicable NASDAQ rules. The Company’s obligations under this ‎Section 3.4 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 MoU take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this ‎Section 3.4, including mailing to shareholders (together with the Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board. Parent shall supply the Company with information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and Affiliates to the extent required by Section 14(f) and Rule 14f-1. Parent shall be solely responsible for the information and consents with respect to Parent and its designees, officers, directors and affiliates required by Section 14(f) of the Exchanges Act and Rule 14f-1 promulgated under the Exchange Act in connection with such filing. The provisions of this ‎Section 3.4 are in addition to and shall not limit any rights that any of Parent, Purchaser or any of their respective Affiliates may have as a record holder or beneficial owner of Company Shares as a matter of applicable Law with respect to the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. (a) Subject to applicable Law and applicable marketplace rules of The Board NASDAQ Stock Market LLC applicable to the Company at such time, promptly upon the acceptance for payment of Directors shall be divided into three classes: Class Aand payment by Merger Sub for Shares pursuant to the Offer satisfying the Minimum Tender Condition (the "Acceptance Time"), Class B and Class C. The number of directors in each class shall be as nearly equal long as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders Parent directly or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of indirectly beneficially owns not less than a majority of the remaining issued and outstanding Shares, Merger Sub shall be entitled to designate such number of directors then on the Company Board as will give Merger Sub representation on the Company Board equal to that number of directors, rounded up to the next whole number, that is the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) the number of Shares owned by Merger Sub or any other subsidiary of Parent bears to (B) the total number of Shares that are issued and outstanding. The Company shall also, upon the request of Parent, cause such persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of (I) each committee of the Company Board, subject to compliance with applicable securities Laws and the marketplace rules of The NASDAQ Stock Market LLC, and (II) each board of directors (or similar body) of each Company Subsidiary and each committee of such board of directors (or similar body); provided, however, that in officethe event that Merger Sub's designees are appointed or elected to the Company Board, although less than a quorum until the Effective Time, the Company Board shall retain from the directors who are directors on the date of this Agreement and who are not also officers of the Company, such number of "independent directors" (as defined by the Marketplace Rules of The NASDAQ Stock Market LLC) as may be required by such rules or U.S. federal securities laws (the "Continuing Directors"); and provided further that, in such event, if the by-laws number of Continuing Directors shall be reduced below such required number for any reason whatsoever, the CorporationCompany Board shall cause the Person(s) designated by the remaining Continuing Director(s) to fill such vacancy(ies), or by the sole remaining director. All directors and such person(s) shall hold office until the expiration be deemed to be a Continuing Director(s) for purposes of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the deaththis Agreement or, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so requireif no Continuing Directors then remain, the election of other directors of the Corporation need Company then in office shall designate persons to fill such vacancies who are not officers, stockholders or affiliates of the Company, any Company Subsidiary, Parent or Merger Sub, and such persons shall be by written ballotdeemed to be Continuing Directors for purposes of this Agreement. In connection with the foregoing, the Company shall promptly, at the request 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, or both, as is necessary to enable Merger Sub's designees to be elected or appointed to the Company Board as provided above, and the Company shall use commercially reasonable efforts to take all actions available to the Company to cause the Merger Sub's designees to be so elected or appointed.

Directors. The (a) Promptly following the Acceptance Time and at all times thereafter, subject to compliance with the Company Articles, the Company Bylaws, applicable Laws and the regulations of the NYSE, Merger Sub shall be entitled to designate, elect or cause the Board of Directors shall be divided into three classes: Class A, Class B and Class C. The of the Company to elect such number of directors 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 of the Company (after giving effect to any directors elected or designated pursuant to this Section 1.3(a)) multiplied by (ii) the percentage that (x) the aggregate number of shares of Company Common Stock beneficially owned by Parent, Merger Sub and any of their Affiliates (including shares of Company Common Stock accepted for payment pursuant to the Offer) bears to (y) the total number of shares of Company Common Stock then outstanding. The Company shall, upon Merger Sub’s request at any time following the Acceptance Time, cause the Board of Directors of the Company to promptly (A) adopt resolutions (1) increasing the size of the Board of Directors of the Company by such number of directors as shall be necessary to give effect to the first sentence of this Section 1.3(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 1.3(a), (B) elect Merger Sub’s designees to fill such newly created directorships on the Board of Directors of the Company and (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 1.3(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 Acceptance Time, also cause persons designated by Merger Sub to constitute the same percentage (after giving effect to any directors elected or designated by Merger Sub pursuant to this Section 1.3(a)) and rounded up to the next whole number) as is on the Board of Directors of the Company of (x) each committee of the Board of Directors of the Company, and, upon Merger Sub’s further request, (y) the board of directors (or similar body) of each Subsidiary of the Company and (z) each committee (or similar body) of each such board, in each class case, to the 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 nearly equal a “controlled company” as possible. At the first election of directors defined by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersNYSE Listed Company Manual Section 303A and make all necessary filings and disclosures associated with such status. The Class C director Company shall then appoint additional Class Apromptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.3(a), Class B including mailing to shareholders of the Company (together with the Schedule 14D-9) the information required by Section 14(f) and Class C directorsRule 14f-1 under the Exchange Act as is necessary to enable Merger Sub’s designees to be elected or designated to the Board of Directors of the Company. Merger Sub shall supply the Company with information with respect to Merger Sub’s designees and Parent’s and Merger Sub’s respective officers, as necessarydirectors and Affiliates to the extent required by Section 14(f) and Rule 14f-1 under the Exchange Act. The directors provisions of this Section 1.3(a) are in Class A addition to and shall be elected for a term expiring at not limit any rights that any of Merger Sub, Parent or any of their respective Affiliates may have as record holders or beneficial owners of shares of the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected Company Common Stock under applicable Laws with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board of Directors (a) Upon the Offer Acceptance Time and at all times thereafter, subject to compliance with applicable Legal Requirements, Purchaser shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of (i) the total number of directors on Company Board (after giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser and any of their Subsidiaries bears to the total number of Shares then outstanding, and Parent shall be entitled to have such designees be elected or appointed to such classes of the Company Board so as to be evenly distributed as possible among the three classes of directors of the Company Board. As used in this Agreement, the term “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company and the Company Board shall, upon Purchaser’s request at any time following the purchase of and payment for Shares pursuant to the Offer, take all such actions necessary to (A) appoint to the Company Board the individuals designated by Purchaser and permitted to be so designated by the first sentence of this Section 1.3(a), including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Company Board, and (B) cause Purchaser’s designees to be so appointed at such time. The Company shall, upon Purchaser’s request following the Offer Acceptance Time, also cause Persons elected or designated by Purchaser to constitute the number of members (rounded up to the next whole number) (1) on each committee of the Company Board and (2) as requested by Parent, to the extent practicable or permitted by applicable Legal Requirements in non-U.S. jurisdictions, on the board of directors of each Subsidiary of the Company (and each committee thereof), in each class case that represents the same percentage as such individuals represent on the Company Board. From and after the Offer Acceptance Time, the Company shall, at Parent’s request, take all actions necessary to elect to be treated as a “controlled company,” as defined by NASDAQ Marketplace Rule 5615(c)(1), and make all necessary filings and disclosures associated with such status. The Company’s obligations under this Section 1.3(a) shall be as nearly equal as possible. At subject to Section 14(f) of the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersExchange Act and Rule 14f-l promulgated thereunder. The Class C director Company shall then appoint additional Class Apromptly upon execution of this Agreement take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-l in order to fulfill its obligations under this Section 1.3(a), Class B including mailing to stockholders of the Company (together with the Schedule 14D-9) the information required by Section 14(f) of the Exchange Act and Class C directors, Rule 14f-l as necessary. The directors in Class A shall is necessary to enable Purchaser’s designees to be elected for a term expiring at or designated to the first Annual Meeting of StockholdersCompany Board. Purchaser shall supply the Company with, the directors in Class B shall and be elected for a term expiring at the second Annual Meeting of Stockholders solely responsible for, information with respect to Purchaser’s designees and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders Parent’s and at each Annual Meeting of Stockholders thereafterPurchaser’s respective officers, directors elected and Affiliates to succeed those directors whose terms expire the extent required by Section 14(f) of the Exchange Act and Rule 14f-l. The provisions of this Section 1.3(a) are in addition to and shall be elected for not limit any rights that any of Purchaser, Parent or any of their respective Subsidiaries may have as a term record holder or beneficial owner of office Shares as a matter of applicable Legal Requirements with respect to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) Promptly upon the purchase of Directors and payment for any Common Shares by Parent, Acquisition Corp. and/or any of their Affiliates pursuant to the Offer, Parent shall be divided into three classes: Class Aentitled to designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of the total number of directors in each class shall be as nearly equal as possible. At on such Company Board (giving effect to the first election of directors designated by Parent pursuant to this sentence) multiplied by the incorporatorpercentage that the aggregate number of Common Shares beneficially owned by Parent, Acquisition Corp. and/or any of their respective Affiliates bears to the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting total number of StockholdersCommon Shares then issued and outstanding. The Class C director shall then appoint additional Class ACompany shall, Class B and Class C directorsupon the request of Parent, as necessary. The directors use its best efforts to promptly (but in Class A shall be elected for a term expiring at any event within two Business Days after receipt of such request) either increase the first Annual Meeting size of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of DirectorsCompany Board, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in amending the by-laws of the Corporation)Company if necessary to so increase the size of the Company Board, or 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 appointed to the Company Board, and shall cause Parent's designees to be so elected or appointed at such time. At such time, the Company shall, upon the request of Parent, also cause Persons designated by Parent to constitute the sole remaining director. All directors shall hold office until same percentage (rounded up to the expiration next whole number) as is on the Company Board of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder (i) each committee of the full term Company Board, (ii) each board of directors (or similar body) of each Subsidiary (as defined in Section 3.01 hereof) of the director whose deathCompany (each a "Sub Board") and (iii) each committee (or similar body) of each Sub Board, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except in each case only to the extent that permitted by applicable Law and the Bylaws rules of any stock exchange or quotation system on which the Common Shares are listed. Notwithstanding the foregoing, until the Effective Time (as defined in Section 2.02 hereof), neither Parent nor Acquisition Corp. shall remove (other than for cause) any of the Corporation Designated Company Directors (as defined in Section 1.03(b) below) or request that any of the Designated Company Directors resign from the Company Board; provided that, subsequent to the purchase of and payment for Common Shares pursuant to the Offer, Parent shall so requirealways be entitled to have its designees represent a majority of the entire Company Board. The Company's obligations under this Section 1.03(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated 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 1.03(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 to be elected or appointed to the Company Board. Parent or Acquisition Corp. will supply the Company any 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 1.03(a) are in addition to and shall not limit any rights which Acquisition Corp., Parent or any of their Affiliates may have as a holder or Beneficial Owner of Common Shares as a matter of Law with respect to the election of directors of the Corporation need not be by written ballotor otherwise.

Directors. The Board of Directors shall be divided into three classes: Class A(a) Subject to applicable Law and Nasdaq rules applicable to the Company, Class B promptly upon the Acceptance Time and Class C. The number of directors in each class shall be as nearly equal long as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders Parent directly or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of indirectly beneficially owns not less than a majority of the remaining issued and outstanding shares of Company Common Stock, Merger Sub shall be entitled to designate such number of directors then in officeon the Company Board as will give Merger Sub representation on the Company Board equal to at least that number of directors, although less than a quorum rounded up to the next whole number, that is the product of (as defined i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) the number of shares of Company Common Stock owned by Merger Sub or any other subsidiary of Parent bears to (B) the total number of shares of Company Common Stock that are issued and outstanding, and the Company shall, at such time, promptly take all necessary action to cause Merger Sub’s designees to be so elected provided, however, that in the by-laws event that Merger Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least two directors who are directors on the date of this Agreement and who are not officers of the CorporationCompany or any Company Subsidiary (the “Independent Directors”); and provided, or by further, that, in such event, if the sole number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining director. All Independent Directors shall be entitled to designate one person to fill such vacancy 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 hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected designate two persons to fill a vacancy resulting from the deathsuch vacancies who are not officers, resignation stockholders or removal of a director shall serve for the remainder affiliates of the full term 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, take all necessary action to either increase the size of the director whose deathCompany 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. At such time, resignation or removal shall have created the persons designated by Merger Sub shall, as nearly as practicable, constitute at least the same percentage as persons designated by Merger Sub of the Company Board of (1) each committee of the Company Board, (2) each board of directors of each Company Subsidiary, and (3) each committee of each such vacancy and until his successor shall have been elected and qualified. Unless and except board, in each case only to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be permitted by written ballotapplicable Law.

Directors. The (a) Effective upon the acceptance of any Shares for payment by Parent or Sub or any of its affiliates pursuant to the Offer (the "Appointment Time"), Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors shall be divided into three classes: Class A, Class B and Class C. The as is equal to the product of the total number of directors in each class shall be as nearly equal as possible. At on the first election Company Board of Directors (giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the incorporatorpercentage that the aggregate number of Shares beneficially owned by Sub, Parent and any of their affiliates bears to the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting total number of StockholdersShares then outstanding. The Class C director shall then appoint additional Class ACompany shall, Class B and Class C directorsupon Parent's request, as necessary. The directors in Class A shall be elected for a term expiring at promptly increase the first Annual Meeting size of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Company Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that amending the Bylaws of the Corporation Company if necessary so as to increase the size of the Company Board of Directors, or promptly secure the written 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 Board of Directors, and shall use its reasonable best efforts to cause Parent's designees to be so requireelected or designated at such time. At the Appointment Time, the Company shall, upon Parent's request, also cause persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of (i) each committee of the 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 or trading market on which the Company's common stock is listed or traded after giving effect to the foregoing changes to the composition of the Company's 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-l promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to such Section 14(f) and Rule 14f-l in order to fulfill its obligations under this Section 1.3(a), including, but not limited to, mailing to record and beneficial holders of the Shares as of a recent date (together with the Schedule 14D-9) the information required by Section 14(f) and Rule 14f-l as is necessary to enable Parent's designees to be elected or designated to the Company Board of Directors. Parent or Sub shall supply the Company, in writing, and be solely responsible for 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-l. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Sub, Parent or any of their respective affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors of the Corporation need not be by written ballotor otherwise.

Directors. The Board (a) Subject to compliance with applicable Law and this Section 1.3, effective upon the Purchaser’s acceptance for payment of Directors Shares tendered and not properly withdrawn pursuant to the Offer (the “Acceptance Time”), and at all times thereafter, Parent shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of 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 aggregate number of Shares beneficially owned by Parent, the Purchaser or any of their respective affiliates bears to the total number of Shares then outstanding (including, in each class case, any outstanding securities of the Company owned by Parent, the Purchaser or any of their respective affiliates that are convertible or exchangeable into or exercisable for Shares on an as-converted basis). After the Acceptance Time, the Company shall, upon Parent’s request, take all actions as are reasonably necessary or desirable to enable Parent’s designees to be so elected or designated to the Company Board, including but not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors, and shall cause Parent’s designees to be so elected or designated at such time. After the Acceptance Time, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as nearly equal as possible. At is on the first election Company Board of (i) each committee of the Company Board, (ii) the board of directors of the Company Subsidiary and (iii) each committee of each such board, in each case to the extent permitted by the incorporatorapplicable Law. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that Parent, the incorporator shall elect Purchaser or any of their respective affiliates may have as a Class C director for record holder or beneficial owner of Shares as a term expiring at the Corporation’s third Annual Meeting matter of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The (a) Effective upon the Offer Closing, and at all times thereafter, Parent shall be entitled to designate, from time to time, such number of members of the Board of Directors shall be divided into three classes: Class Aof the Company as will give Parent, Class B subject to compliance with Section 14(f) of the Exchange Act and Class C. The Rule 14f-1 thereunder, representation equal to at least that number of directors, rounded up to the next whole number, that is the product of (a) the total number of directors (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (b) the percentage that (i) the number of shares of Company Common Stock beneficially owned by Parent and its Subsidiaries (including shares of Company Common Stock accepted for payment pursuant to the Offer) bears to (ii) the number of shares of the Company Common Stock then outstanding; provided, however, that in the event that Parent’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time the Board of Directors of the Company shall have at least two Independent Directors. The Company shall promptly take all action requested by Parent necessary or desirable to effect any such election or appointment, including (A) increasing the size of the Board of Directors of the Company (including by amending the Company Bylaws if necessary to increase the size of the Board of Directors of the Company), (B) filling vacancies or newly created directorships on the Board of Directors of the Company and (C) obtaining the resignation of such number of its current directors as is, in each class case, necessary to enable such designees to be so elected or appointed to the Board of Directors of the Company in compliance with applicable Law (including, to the extent applicable prior to the Effective Time, Rule 10A-3 under the Exchange Act and applicable NASDAQ Marketplace Rules). 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 6.9(a), including mailing to its shareholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, and the Company agrees to make such mailing concurrently with the mailing of the Schedule 14D-9. Parent and Merger Sub shall provide to the Company on a timely basis all information required to be included in the Information Statement with respect to such designees and with respect to Parent’s officers, directors and Affiliates. After the Offer Closing, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Board of Directors of the Company to serve on and constitute the same percentage (rounded up to the next whole number) as nearly equal as possible. At is on the first election Board of Directors of the Company of (i) each committee of the Board of Directors of the Company, except for any committee established to take action with respect to the subject matter of this Agreement, (ii) the board of directors of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersNASDAQ Marketplace Rules. The Class C director provisions of this Section 6.9(a) are in addition to and shall then appoint additional Class Anot limit any rights that Parent, Class B and Class C directors, Merger Sub or any of their respective Affiliates may have as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting record holder or beneficial owner of Stockholders, the directors in Class B shall be elected for shares of Company Common Stock as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) Subject to the terms of Directors the Stockholder Agreement, dated September 19, 2001 (the “Company Stockholder Agreement”), among Xxxxxxx-Xxxxx Squibb Company and the Company, after the Purchaser accepts for payment Shares tendered and not properly withdrawn pursuant to the Offer (the “Acceptance Time”), and at all times thereafter, Parent shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of 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 aggregate number of Shares beneficially owned by Parent, the Purchaser or any of their respective affiliates bears to the total number of Shares then outstanding (including without limitation, in each class case, any outstanding securities of the Company owned by Parent, the Purchaser or any of their respective affiliates that are convertible or exchangeable into or exercisable for Shares on an as-converted basis). After the Acceptance Time, the Company shall, upon Parent’s request, take all actions as are necessary or desirable to enable Parent’s designees to be so elected or designated to the Company Board, including but not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including without limitation by amending the Company Bylaws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors, and shall cause Parent’s designees to be so elected or designated at such time. Subject to the terms of the Company Stockholder Agreement, after the Acceptance Time, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as nearly equal as possible. At is on the first election Company Board of (i) each committee of the Company Board, (ii) the board of directors of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the incorporatorMarketplace Rules of the Nasdaq Global Market (“Nasdaq”). After the Acceptance Time, the incorporator Company shall also, upon Parent’s request, take all action necessary to elect to be treated as a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders“controlled company” as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The Class C director provisions of this Section 1.3(a) are in addition to and shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholdersnot limit any rights that Parent, the directors in Class B shall be elected for Purchaser or any of their respective affiliates may have as a term expiring at the second Annual Meeting record holder or beneficial owner of Stockholders and the directors in Class C shall be elected for Shares as a term expiring at the third Annual Meeting matter of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The (a) Promptly after the first time at which the Purchaser accepts for payment and pays for any shares of Company Common Stock pursuant to the Offer (the “Acceptance Time”), and from time to time thereafter as shares of Company Common Stock are accepted for payment and paid for by the Purchaser, the Purchaser shall be entitled to designate such number of members of the Company Board (the “Purchaser Designees”), rounded up to the nearest whole number, as will give the Purchaser representation on the Company Board equal to the product of the total number of members of the Company Board (after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the number of shares of Company Common Stock beneficially owned by the Parent or the Purchaser at such time (including shares of Company Common Stock so accepted for payment) bears to the total number of shares of Company Common Stock then outstanding; provided that in no event shall the Purchaser Designees constitute less than a majority of the Company Board. In furtherance thereof, the Company shall, upon the request of the Purchaser, use its reasonable best efforts promptly (and in any event within one business day) either to increase the size of the Company Board or to secure the resignations of such number of the Company’s incumbent directors (and such incumbent directors have agreed to resign if required in order for the Company to comply with this Section 1.3(a)), or both, as is necessary to enable the Purchaser Designees to be so elected or appointed to the Company Board and the Company shall take all actions necessary to cause the Purchaser Designees to be so elected or appointed. At such time, the Company shall, if requested by the Purchaser, also take all action necessary to cause persons designated by the Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of Directors shall be divided into three classes: Class A(i) each committee of the Company Board, Class B and Class C. The number (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. The provisions of this Section 1.3 are in each class addition to and shall be as nearly equal as possible. At not limit any rights which the first election of directors by the incorporatorPurchaser, the incorporator shall elect Parent or any of their Affiliates may have as a Class C director for holder or beneficial owner of shares of Company Common Stock as a term expiring at the Corporation’s third Annual Meeting matter of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The (a) Provided that the Minimum Condition is satisfied, promptly after Purchaser accepts for payment and pays for any Shares tendered and not withdrawn pursuant to the Offer (the “Acceptance Time”), and at all times thereafter, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors shall be divided into three classes: Class A, Class B and Class C. The as is equal to the product of the total number of directors in each class shall be as nearly equal as possible. At on the first election Company Board of Directors (giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by the incorporatorpercentage that the aggregate number of Shares beneficially owned by Parent and Purchaser bears to the total number of Shares then outstanding. Upon Purchaser’s request at any time following the Acceptance Time, the incorporator Company shall elect a Class C director for a term expiring at promptly take such actions, including but not limited to filling vacancies or newly created directorships on the Corporation’s third Annual Meeting Company Board of Stockholders. The Class C director shall then appoint additional Class ADirectors, Class B increasing the size of the Company Board of Directors (including by amending the Company Bylaws if necessary so as to increase the size of the Company Board of Directors) and/or requesting and Class C accepting the resignations of such number of its incumbent directors, as necessaryis reasonably necessary to enable Purchaser’s designees to be so elected or designated to the Company Board of Directors, and shall promptly cause Purchaser’s designees to be so elected or designated at such time. The Company shall, upon Purchaser’s request following the Acceptance Time, also cause Persons elected or designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the 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, and (iii) each committee (or similar body) of each such board, in Class A each case to the extent permitted by applicable Law and the Nasdaq Marketplace Rules. The Company’s obligations under this Section 1.3(a) shall be elected for a term expiring at subject to Section 14(f) of the first Annual Meeting Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of Stockholdersthis Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders (together with the directors in Class B shall Schedule 14D-9, unless otherwise requested by Parent) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser’s designees to be elected for a term expiring at or designated to the second Annual Meeting Company Board of Stockholders Directors. Purchaser shall supply the Company with, and the directors in Class C shall solely be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders responsible for, information with respect to Purchaser’s designees and at each Annual Meeting of Stockholders thereafterParent’s and Purchaser’s respective officers, directors elected and affiliates to succeed those directors whose terms expire the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall be elected for not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a term record holder or beneficial owner of office Shares as a matter of applicable Law with respect to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board of Directors shall be divided into three classes: Class A(a) Subject to applicable Law and Nasdaq rules applicable to the Company, Class B promptly upon the Acceptance Time and Class C. The number of directors in each class shall be as nearly equal long as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders Parent directly or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of indirectly beneficially owns not less than a majority of the remaining issued and outstanding shares of Company Common Stock, Merger Sub shall be entitled to designate such number of directors then in officeon the Company Board as will give Merger Sub representation on the Company Board equal to at least that number of directors, although less than a quorum rounded up to the next whole number, that is the product of (as defined i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) the number of shares of Company Common Stock owned by Merger Sub or any other subsidiary of Parent bears to (B) the total number of shares of Company Common Stock that are issued and outstanding, and the Company shall, at such time, promptly take all necessary action to cause Merger Sub’s designees to be so elected; provided, however, that in the by-laws event that Merger Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least two directors who are directors on the date of this Agreement and who are not officers of the CorporationCompany or any Company Subsidiary (the “Independent Directors”); and provided, or by further, that, in such event, if the sole number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining director. All Independent Director shall be entitled to designate individuals 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 shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected designate two individuals to fill a vacancy resulting from the deathsuch vacancies who are not officers, resignation stockholders or removal of a director shall serve for the remainder affiliates of the full term Company, any Company Subsidiary, Parent or Merger Sub, and such individuals 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, take all necessary action to either increase the size of the director whose deathCompany 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. At such time, resignation or removal shall have created the individuals designated by Merger Sub shall, as nearly as practicable, constitute at least the same percentage as individuals designated by Merger Sub of the Company Board of (1) each committee of the Company Board, (2) each board of directors of each Company Subsidiary, and (3) each committee of each such vacancy and until his successor shall have been elected and qualified. Unless and except board, in each case only to the extent permitted by applicable Law and the listing requirements of Nasdaq. Parent shall cause any individual designated by Parent for appointment to the Company Board upon the Acceptance Time as provided in this Section 6.11(a), to timely (i) furnish (A) a completed director and officer questionnaire with respect to the background and qualifications of such person, substantially in the form provided to and requested to be completed by the then current members of the Company Board, and (B) if requested by the Company Board (or the corporate governance and nominating committee thereof), such designee’s consent to the Company’s engaging in a background check of such designee (including through a third party investigation firm), and information reasonably necessary to complete such a background check, in a manner consistent with background checks customarily engaged in by the Company for prospective new members of the Company Board, and (ii) such other information as may be reasonably requested by the Company Board (and/or the corporate governance and nominating committee thereof). Notwithstanding anything to the contrary in this Section 6.11(a), in the event that the Bylaws Company Board determines in good faith, after consideration by the corporate governance and nominating committee of the Corporation Company Board and consultation with outside legal counsel, that its appointment of a particular designee of Parent would constitute a breach of its fiduciary duties to the Company’s stockholders, then the Company Board shall so require, inform Parent of such determination in writing and explain in reasonable detail the election basis for such determination and shall not appoint such particular designee to the Company Board but rather shall appoint another individual designated for appointment to the Company Board by Parent (subject in each case to the provisions of directors of the Corporation need not be by written ballotthis Section 6.11(a)).

Directors. The Board of Directors shall be divided into three classes: Class A(a) Subject to applicable Law and Nasdaq rules applicable to the Company, Class B promptly upon the Acceptance Time and Class C. The number of directors in each class shall be as nearly equal long as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders Parent directly or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of indirectly beneficially owns not less than a majority of the remaining issued and outstanding shares of Company Common Stock, Merger Sub shall be entitled to designate such number of directors then in officeon the Company Board as will give Merger Sub representation on the Company Board equal to at least that number of directors, although less than a quorum rounded up to the next whole number, that is the product of (as defined i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) the number of shares of Company Common Stock owned by Merger Sub or any other subsidiary of Parent bears to (B) the total number of shares of Company Common Stock that are issued and outstanding, and the Company shall, at such time, promptly take all necessary action to cause Merger Sub’s designees to be so elected; provided, however, that in the by-laws event that Merger Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least two directors who are directors on the date of this Agreement and who are not officers of the CorporationCompany or any Company Subsidiary (the “Independent Directors”); and provided, or by further, that, in such event, if the sole number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining director. All Independent Director shall be entitled to designate individuals 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 shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected designate two individuals to fill a vacancy resulting from the deathsuch vacancies who are not officers, resignation stockholders or removal of a director shall serve for the remainder affiliates of the full term Company, any Company Subsidiary, Parent or Merger Sub, and such individuals 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, take all necessary action to either increase the size of the director whose deathCompany 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. At such time, resignation or removal shall have created the individuals designated by Merger Sub shall, as nearly as practicable, constitute at least the same percentage as individuals designated by Merger Sub of the Company Board of (1) each committee of the Company Board, (2) each board of directors of each Company Subsidiary, and (3) each committee of each such vacancy and until his successor shall have been elected and qualified. Unless and except board, in each case only to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be permitted by written ballotapplicable Law.

Directors. The Board (a) Subject to compliance with applicable Law, promptly upon the acceptance for payment by Merger Sub of Directors shares of Common Stock pursuant to the Tender Offer representing at least such number of shares of Common Stock as shall satisfy the Minimum Condition (the time of such acceptance, the “Acceptance Time”), and from time to time thereafter, Parent shall be divided into three classes: Class Aentitled to designate such number of directors, Class B and Class C. The rounded up to the next whole number, to the Company Board as is equal to the product of the total number of directors in each class on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage of the total number of outstanding shares of Common Stock at such time represented by the aggregate number of shares of Common Stock beneficially owned by Parent or its Affiliates at such time (including shares of Common Stock so accepted for payment); provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company Board as nearly equal long as possibleParent and its Affiliates beneficially own a majority of the shares of Common Stock of the Company. At In furtherance thereof, the first election Company shall, upon request of directors Parent, promptly take all actions necessary to cause Parent’s designees to be so elected or appointed by the incorporatorincumbent directors of the Company and each Subsidiary of the Company (as applicable) prior to the Acceptance Time, including increasing the incorporator shall elect a Class C director for a term expiring at size of the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at Company Board and/or securing the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal resignations of one or more incumbent directors and the and/or filling of any vacancy in that connection, newly created directorships and any vacancies so created with Parent’s designees. At such time, the Company shall, upon request of Parent, also promptly take, and cause any incumbent directors of the Company and each Subsidiary of the Company (as applicable) prior to the Acceptance Time to take, all actions necessary to cause individuals designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each Subsidiary of the Company (including in the Board case of GWR Operating Partnership, L.L.L.P. taking any actions necessary to cause Parent’s designees to become “Continuing Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (” as such term is defined in the by-laws 2017 First Mortgage Indenture) and (iii) each committee (or similar body) of each such board, in each case, subject to applicable Law and, if applicable, the rules and regulations of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballotApplicable Exchange.

Directors. Promptly upon the Offer Acceptance Time and all times thereafter, subject to compliance with applicable Laws and the applicable Marketplace Rules of The Board of Directors NASDAQ Stock Market LLC (“NASDAQ”), Parent shall be divided into three classes: Class Aentitled to designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the board of directors of the Company as is equal to the product of (i) the total number of directors on the board of directors of the Company (after giving effect to the directors designated by Parent pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of shares of Common Stock at such time beneficially owned by Parent bears to the total number of shares of Common Stock then issued and outstanding. As used in each class this Agreement, the terms “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company shall, upon Parent’s request at any time following the Offer Acceptance Time, take all such actions necessary to (A) appoint to the Company Board the individuals designated by Parent and permitted to be so designated by the first sentence of this Section 1.3, including, but not limited to, promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Parent’s designees to be so elected or designated to the Company Board, and (B) cause Parent’s designees to be so appointed at such time. The Company’s obligations under this Section 1.3 shall be as nearly equal as possible. At subject to Section 14(f) of the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersExchange Act and Rule 14f-1 promulgated thereunder. The Class C director Company shall then appoint additional Class Atake all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in order to fulfill its obligations under this Section 1.3, Class B including mailing to shareholders the Schedule 14D-9, which will include the information required by Section 14(f) of the Exchange Act and Class C directorsRule 14f-1. Parent shall supply the Company with, as necessaryand be solely responsible for, information with respect to its designees and Parent’s officers, directors and Affiliates to the extent required by Section 14(f) of the Exchange Act and Rule 14f-1. The directors provisions of this Section 1.3 are in Class A addition to and shall be elected for not limit any rights that Parent or any of their respective Affiliates may have as a term expiring at the first Annual Meeting record holder or beneficial owner of Stockholders, the directors in Class B shall be elected for shares of Common Stock as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Laws with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The Board (a) After the Offer Closing, and at all times thereafter, subject to compliance with applicable Law and the rules and regulations of Directors the NYSE, Merger Sub shall be divided into three classes: Class Aentitled to elect or designate such number of directors, Class B and Class C. The rounded up to the next whole number, on the Company Board as is equal to the product of the total number of directors on the Company Board (giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent and its direct or indirect wholly-owned Subsidiaries, including Merger Sub, bears to the total number of Shares then outstanding. After the Offer Closing, the Company shall, upon Merger Sub’s request, promptly take all actions as are necessary to enable Merger Sub’s designees to be so elected or designated to the Company Board, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary to increase the size of the Company Board) or, subject to this Section 2.3, promptly securing the resignations of such number of its incumbent directors, and shall cause Merger Sub’s designees to be so elected or designated at such time. Notwithstanding the foregoing, in no event shall the Company’s Chief Executive Officer be required to resign from the Company Board pursuant to this Section 2.3(a). After the Offer Closing, the Company shall also, upon Merger Sub’s request, promptly cause the directors elected or designated by Merger Sub to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (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 (or similar body), in each class shall be as nearly equal as possiblecase, to the extent permitted by applicable Law and the rules of the NYSE. At After the first election of directors by the incorporatorOffer Closing, the incorporator Company shall also, upon Merger Sub’s request, take all action necessary to elect to be treated as a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders“controlled company” as defined by NYSE Rule 303A and make all necessary filings and disclosures associated with such status. The Class C director shall then appoint additional Class Aprovisions of this Section 2.3(a) are in addition to any rights that Parent or its direct or indirect Subsidiaries, Class B and Class C directorsincluding Merger Sub, may have as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting record holder or beneficial owner of Stockholders, the directors in Class B shall be elected for Shares as a term expiring at the second Annual Meeting matter of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Law with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.

Directors. The (a) Upon the Acceptance Time and at all times thereafter, subject to compliance with the Company Certificate, the Company Bylaws, applicable Laws and the regulations of the NYSE, Merger Sub shall be entitled to designate, elect or cause the Board of Directors shall be divided into three classes: Class A, Class B and Class C. The of the Company to elect such number of directors 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 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 shares of Company Common Stock beneficially owned by Parent, Merger Sub and any of their Affiliates (including shares of Company Common Stock accepted for payment pursuant to the Offer) bears to (y) the total number of shares of Company Common Stock then outstanding. The Company shall, upon Xxxxxx Sub’s request at any time following the Acceptance Time, cause the Board of Directors of the Company to promptly (A) adopt resolutions (1) increasing the size of the Board of Directors of the Company by such number of directors as shall be necessary to give effect to the 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 newly created directorships on the Board of Directors of the Company and (C) take all such other actions necessary to elect or designate to the Board of Directors of the Company the individuals designated by Xxxxxx 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 Acceptance Time, also cause persons designated by Merger Sub to constitute 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 Board of Directors of the Company of (x) each committee of the Board of Directors of the Company, (y) the board of directors (or similar body) of each Subsidiary of the Company and (z) each committee (or similar body) of each such board, in each class case, to the 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 nearly equal a “controlled company” as possible. At the first election of directors defined by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of StockholdersNYSE Listed Company Manual Section 303A and make all necessary filings and disclosures associated with such status. The Class C director Company shall then appoint additional Class Apromptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.03(a), Class B including mailing to stockholders of the Company (together with the Schedule 14D-9) the information required by Section 14(f) and Class C directorsRule 14f-1 under the Exchange Act as is necessary to enable Merger Sub’s designees to be elected or designated to the Board of Directors of the Company. Merger Sub shall supply the Company with information with respect to Merger Sub’s designees and Xxxxxx’s and Xxxxxx Sub’s respective officers, as necessarydirectors and Affiliates to the extent required by Section 14(f) and Rule 14f-1 under the Exchange Act. The directors provisions of this Section 1.03(a) are in Class A addition to and shall be elected for not limit any rights that any of Merger Sub, Parent or any of their respective Affiliates may have as record holders or beneficial owners of shares of the Company Common Stock as a term expiring at the first Annual Meeting matter of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected applicable Laws with respect to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballototherwise.