Common use of Due Cause Clause in Contracts

Due Cause. The Company may terminate Executive's employment, remove him as an officer of the Company and terminate this Agreement at any time for Due Cause. In the event of such termination for Due Cause, Executive shall continue to receive Base Salary provided for in this Agreement only through the date of such termination for Due Cause. Executive shall be entitled to no further benefits under this Agreement, except that any rights and benefits Executive may have under the employee benefit plans and programs of the Company, in which Executive is a participant, shall be determined in accordance with the terms and provisions of such plans and programs. Executive understands and agrees that in the event of the termination of employment, removal as an officer and termination of this Agreement pursuant to this Section 9.3: (a) All awards of restricted stock, stock options and any other benefits under the Long-Term Incentive Plans shall be handled in accordance with the terms of the relevant plan and agreements entered into between Executive and the Company with respect to such awards and (b) the Company shall have no further obligation to pay any bonus to Executive under the terms of the MIP or this Agreement, but that the obligations of Executive under Section 10 shall remain in full force and effect. The term "Due Cause" shall mean (i) the willful and continued failure of Executive to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to Executive, which specifically identifies the manner in which Executive has not attempted to substantially perform his duties and for those matters which are subject to cure, a ten (10) day notice to cure is provided, or (ii) the engaging by Executive in willful misconduct which is materially injurious to the Company, monetarily or otherwise. For purposes of this definition, no act, or failure to act, on the part of Executive shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith and without reasonable belief that Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company.

Due Cause. The Company may terminate Executive's Xxxx'x employment, remove him as an officer and director of the Company and terminate this Agreement at any time for Due Cause. In the event of such termination for Due Cause, Executive Xxxx shall continue to receive Base Salary payments provided for in this Agreement only through the date of such termination for Due Cause. Executive Any bonus (or amounts in lieu thereof) pursuant to Section 5, payable for the fiscal year in which a Due Cause termination occurs, shall be determined by the Compensation Committee at its meeting following the end of such fiscal year pro rata to the date of termination and promptly paid to Xxxx, and Xxxx shall be entitled to no further benefits under this Agreement, except that any rights and benefits Executive Xxxx may have under the employee benefit plans and programs of the Company, in which Executive Xxxx is a participant, shall be determined in accordance with the terms and provisions of such plans and programs. Executive Xxxx understands and agrees that in the event of the termination of employment, removal as an officer and director and termination of this Agreement pursuant to this Section 9.3: (a) All awards of restricted stock, stock options and any other benefits under the Long-Term Incentive Plans shall be handled in accordance with the terms of the relevant plan and agreements entered into between Executive Xxxx and the Company with respect to such awards and (b) except as otherwise provided in this Section 9.3, the Company shall have no further obligation to pay any bonus to Executive Xxxx under the terms of the MIP or this Agreement, but that the obligations of Executive Xxxx under Section 10 shall remain in full force and effect. The term "Due Cause" shall mean (i) the willful and continued failure of Executive Xxxx to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to ExecutiveXxxx by the Board, which specifically identifies the manner in which Executive Xxxx has not attempted to substantially perform his duties and for those matters which are subject to cure, a ten (10) day notice to cure is providedduties, or (ii) the engaging by Executive Xxxx in willful misconduct which is materially injurious to the Company, monetarily or otherwise. For purposes of this definition, no act, or failure to act, on the part of Executive Xxxx shall be considered "willful" unless it is done, or omitted to be done, by Executive Xxxx in bad faith and without reasonable belief that Executive's Xxxx'x action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive Xxxx in good faith and in the best interests of the Company. Notwithstanding the foregoing, Xxxx shall not be deemed to have been terminated for Due Cause unless and until there have been delivered to him a copy of a resolution duly adopted by the affirmative vote of at least 3/4 of the Board (excluding Xxxx) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Xxxx and he is given an opportunity, together with counsel, to be heard before the Board) finding that in the good faith opinion of the Board Xxxx was guilty of conduct set forth herein and specifying the particulars thereof.

Due Cause. The Company may terminate Executive's Xxxxxxx'x employment, remove him as an officer of the Company and terminate this Agreement at any time for Due Cause. In the event of such termination for Due Cause, Executive Xxxxxxx shall continue to receive Base Salary and Stay Bonus payments provided for in this Agreement only through the date of such termination for Due Cause. Executive Xxxxxxx shall be entitled to no further benefits under this Agreement, except that any rights and benefits Executive Xxxxxxx may have under the employee benefit plans and programs of the Company, in which Executive Xxxxxxx is a participant, shall be determined in accordance with the terms and provisions of such plans and programs. Executive Xxxxxxx understands and agrees that in the event of the termination of employment, removal as an officer and termination of this Agreement pursuant to this Section 9.3: (a) All awards of restricted stock, stock options and any other benefits under the Long-Term Incentive Plans shall be handled in accordance with the terms of the relevant plan and agreements entered into between Executive Xxxxxxx and the Company with respect to such awards and (b) the Company shall have no further obligation to pay any bonus to Executive Xxxxxxx under the terms of the MIP or this Agreement, but that the obligations of Executive Xxxxxxx under Section 10 shall remain in full force and effect. The term "Due Cause" shall mean (i) the willful and continued failure of Executive Xxxxxxx to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to ExecutiveXxxxxxx, which specifically identifies the manner in which Executive Xxxxxxx has not attempted to substantially perform his duties and for those matters which are subject to cure, a ten (10) day notice to cure is provided, or (ii) the engaging by Executive Xxxxxxx in willful misconduct which is materially injurious to the Company, monetarily or otherwise. For purposes of this definition, no act, or failure to act, on the part of Executive Xxxxxxx shall be considered "willful" unless it is done, or omitted to be done, by Executive Xxxxxxx in bad faith and without reasonable belief that Executive's Xxxxxxx'x action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive Xxxxxxx in good faith and in the best interests of the Company.

Due Cause. The Company may terminate Executive's employment, remove him as an officer of the Company Xx. Xxxxxx and terminate this Agreement at any time for Due Cause. In the event of such termination for Due Cause, Executive Xx. Xxxxxx shall continue to receive Base Salary payments provided for in this Agreement only through the date of such termination for Due Cause, and Xx. Executive Xxxxxx shall be entitled to no further benefits under this Agreement. Notwithstanding the foregoing, except that any rights and benefits Executive Xx. Xxxxxx may have under the employee benefit plans and programs of the Company, 1994 Option Plan in which Executive he is a participant, shall be determined in accordance with the terms and provisions of such plans and programsplan. Executive Xx. Xxxxxx understands and agrees that in the event of the termination of employment, removal as an officer and termination of this Agreement employment pursuant to this Section 9.3: (a) All awards of restricted stockthe principal and interest on the Loan shall become due and payable in full immediately, stock options and any other benefits under the Long-Term Incentive Plans shall be handled in accordance with the terms of the relevant plan and agreements entered into between Executive and the Company with respect to such awards and (b) the Company Xx. Xxxxxx shall have return his automobile and (c) no further obligation to pay any bonus to Executive under the terms of the MIP or this Agreement, but that the obligations of Executive payment shall be made under Section 10 shall remain in full force and effect8.4 of this Agreement for any expenses or loss incurred thereafter. The term "Due Cause" shall mean (i) the willful repeated and continued gross negligence in fulfillment of, or repeated failure of Executive Xx. Xxxxxx to attempt fulfill his material obligations under this Agreement, in either event after due written notice thereof, or serious willful misconduct by Xx. Xxxxxx in respect of his obligations hereunder, after due written notice thereof and a reasonable opportunity to perform substantially his duties cure, if curable. Due Cause should not include, without limitation, (a) refusal by Xx. Xxxxxx of an assignment not consistent with the Company status, titles and reporting requirements set forth herein or contemplated hereby, or (b) bad judgment or negligence of Xx. Xxxxxx, or (c) any act or omission (other than any one constituting a material breach of trust committed in willful or reckless disregard of the interests of the Company and undertaken for personal gain) in respect of which a determination could properly have been made by the Board that Xx. Xxxxxx met the applicable standard of conduct prescribed for indemnification or reimbursement under the by-laws of the Company or the laws of the State of New York, in each case in effect at the time of such failure resulting from Disability), after a demand for substantial performance is delivered to Executive, which specifically identifies the manner in which Executive has not attempted to substantially perform his duties and for those matters which are subject to cure, a ten (10) day notice to cure is providedact or omission, or (iid) the engaging by Executive in willful misconduct which is materially injurious to the Company, monetarily or otherwise. For purposes of this definition, no act, or failure to act, on the part of Executive shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith and without reasonable belief that Executive's action any act or omission was in with respect to which notice of termination is given more than twelve (12) months after the best interests earliest date on which any non-employee director of the Company. Any act, Company who was not a party to such act or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board omission knew or based upon the advice should have known of counsel for the Company shall be conclusively presumed to be done, such act or omitted to be done, by Executive in good faith and in the best interests of the Companyomission.

Due Cause. The Company may terminate Executive's Xxxx'x employment, remove him as an officer and director of the Company and terminate this Agreement at any time for Due Cause. In the event of such termination for Due Cause, Executive Xxxx shall continue to receive Base Salary payments provided for in this Agreement only through the date of such termination for Due Cause. Executive Any bonus (or amounts in lieu thereof) pursuant to Section 5, payable for the fiscal year in which a Due Cause termination occurs, shall be determined by the Compensation Committee at its meeting following the end of such fiscal year pro rata to the date of termination and promptly paid to Xxxx, and Xxxx shall be entitled to no further benefits under this Agreement, except that any rights and benefits Executive Xxxx may have under the employee benefit plans and programs of the Company, in which Executive Xxxx is a participant, shall be determined in accordance with the terms and provisions of such plans and programs. Executive Xxxx understands and agrees that in the event of the termination of employment, removal as an officer and director and termination of this Agreement pursuant to this Section 9.3: (a) All awards of restricted stock, stock options and any other benefits under the Long-Term Incentive Plans shall be handled in accordance with the terms of the relevant plan and agreements entered into between Executive Xxxx and the Company with respect to such awards and (b) except as otherwise provided in this Section 9.3, the Company shall have no further obligation to pay any bonus to Executive Xxxx under the terms of the MIP or this Agreement, but that the obligations of Executive Xxxx under Section 10 shall remain in full force and effect. The term "“Due Cause" ” shall mean (i) the willful and continued failure of Executive Xxxx to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to ExecutiveXxxx by the Board, which specifically identifies the manner in which Executive Xxxx has not attempted to substantially perform his duties and for those matters which are subject to cure, a ten (10) day notice to cure is providedduties, or (ii) the engaging by Executive Xxxx in willful misconduct which is materially injurious to the Company, monetarily or otherwise. For purposes of this definition, no act, or failure to act, on the part of Executive Xxxx shall be considered "“willful" ” unless it is done, or omitted to be done, by Executive Xxxx in bad faith and without reasonable belief that Executive's Xxxx’x action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive Xxxx in good faith and in the best interests of the Company. Notwithstanding the foregoing, Xxxx shall not be deemed to have been terminated for Due Cause unless and until there have been delivered to him a copy of a resolution duly adopted by the affirmative vote of at least ¾ of the Board (excluding Xxxx) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Xxxx and he is given an opportunity, together with counsel, to be heard before the Board) finding that in the good faith opinion of the Board Xxxx was guilty of conduct set forth herein and specifying the particulars thereof.

Due Cause. The Company may terminate Executive's Xxxxxxx'x employment, remove him as an officer of the Company and terminate this Agreement at any time for Due Cause. In the event of such termination for Due Cause, Executive Xxxxxxx shall continue to receive Base Salary and Stay Bonus payments provided for in this Agreement only through the date of such termination for Due Cause. Executive Xxxxxxx shall be entitled to no further benefits under this Agreement, except that any rights and benefits Executive Xxxxxxx may have under the employee benefit plans and programs of the Company, in which Executive Xxxxxxx is a participant, shall be determined in accordance with the terms and provisions of such plans and programs. Executive Xxxxxxx understands and agrees that in the event of the termination of employment, removal as an officer and termination of this Agreement pursuant to this Section 9.3: (a) All awards of restricted stock, stock options and any other benefits under the Long-Term Incentive Plans shall be handled in accordance with the terms of the relevant plan and agreements entered into between Executive Xxxxxxx and the Company with respect to such awards and (b) the Company shall have no further obligation to pay any bonus to Executive Xxxxxxx under the terms of the MIP or this Agreement, but that the obligations of Executive Xxxxxxx under Section 10 shall remain in full force and effect. The term "“Due Cause" ” shall mean (i) the willful and continued failure of Executive Xxxxxxx to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to ExecutiveXxxxxxx, which specifically identifies the manner in which Executive Xxxxxxx has not attempted to substantially perform his duties and for those matters which are subject to cure, a ten (10) day notice to cure is provided, or (ii) the engaging by Executive Xxxxxxx in willful misconduct which is materially injurious to the Company, monetarily or otherwise. For purposes of this definition, no act, or failure to act, on the part of Executive Xxxxxxx shall be considered "“willful" ” unless it is done, or omitted to be done, by Executive Xxxxxxx in bad faith and without reasonable belief that Executive's Xxxxxxx’x action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive Xxxxxxx in good faith and in the best interests of the Company.

Due Cause. The Company may terminate Executive's employment, remove him as an officer employment of the Employee hereunder may be --------- terminated by the Company and terminate this Agreement at any time for Due CauseCause (as hereinafter defined). In the event of such termination for Due Causetermination, Executive the Company shall continue pay to receive Base Salary the Employee the base salary provided for in this Agreement only through Section 3 (at the annual rate then in effect) accrued to the date of such termination for Due Causeand not theretofore paid to the Employee. Executive shall be entitled to no further benefits under this Agreement, except that any rights Rights and benefits Executive may have of the Employee under the employee benefit plans and programs of the CompanyCompany or its direct or indirect corporate parents, in which Executive is a participantas the case may be, shall be determined in accordance with the terms and provisions of such plans and programs. Executive understands and agrees that in the event of the termination of employmentFor purposes hereof, removal as an officer and termination of this Agreement pursuant to this Section 9.3: (a) All awards of restricted stock, stock options and any other benefits under the Long-Term Incentive Plans shall be handled in accordance with the terms of the relevant plan and agreements entered into between Executive and the Company with respect to such awards and (b) the Company shall have no further obligation to pay any bonus to Executive under the terms of the MIP or this Agreement, but that the obligations of Executive under Section 10 shall remain in full force and effect. The term "Due Cause" shall mean (i) the continuing willful and continued failure neglect or willful misconduct in the Employee's discharge of Executive to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to Executive, which specifically identifies the manner in which Executive has not attempted to substantially perform his duties and for those matters which are subject responsibilities under this Agreement after written notice thereof from the Company to curethe Employee, a ten (10) day notice to cure is provided, or (ii) the engaging by Executive in willful misconduct which is materially injurious Employee's breach of his duty of loyalty to the Company or any subsidiary of the Company, monetarily or otherwise. For purposes (iii) any material violation by the Employee of his obligations under this definitionAgreement and under the Employee Confidentiality Agreement, no act, or (iv) the Employee's repeated failure to actfollow the appropriate directions of the Board of Directors of the Company after written notice thereof from the Company to the Employee or (v) the Employee's commission of (x) a felony or (y) any crime or offense involving moral turpitude; provided, on however, the part of Executive Employee shall be considered "willful" unless it is done, or omitted to be done, given written notice by Executive in bad faith and without reasonable belief that Executive's action or omission was in the best interests a majority of the CompanyBoard of Directors of the Company that it intends to terminate the Employee's employment for Due Cause, which written notice shall specify the act or acts upon the basis of which the majority of the Board of Directors of the Company intends so to terminate the Employee's employment, and the Employee shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to have a meeting with the Board of Directors of the Company to discuss such act or acts. Any act, or failure to act, based upon authority given termination pursuant to a resolution duly adopted by this Section 6.3 shall not prejudice the Board rights hereunder or based upon the advice otherwise of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Companyeither party hereto.

Due Cause. The Company may terminate Executive's employment, remove him as an officer employment of the Executive hereunder may be terminated by the Company and terminate this Agreement at any time for Due CauseCause (as hereinafter defined). In the event of such termination for Due Causetermination, the Company shall pay to the Executive shall continue to receive Base Salary the base salary provided for in this Agreement only through Section 3.1 (at the annual rate then in effect) accrued to the date of such termination for Due Causeand not theretofore paid to the Executive. The Company shall also pay to the Executive any bonus which shall be entitled or become payable to no further benefits the Executive under this Agreement, except that Section 3.2 with respect to any rights fiscal year of the Company ended prior to the date of such termination. Rights and benefits of the Executive may have or his transferee (a) with respect to the Options shall be determined in accordance with Section 3.3 and (b) under the employee benefit plans and programs of the Company, in which Executive is a participant, Company shall be determined in accordance with the terms and provisions of such plans and programs. Executive understands and agrees that in the event of the termination of employmentFor purposes hereof, removal as an officer and termination of this Agreement pursuant to this Section 9.3: (a) All awards of restricted stock, stock options and any other benefits under the Long-Term Incentive Plans shall be handled in accordance with the terms of the relevant plan and agreements entered into between Executive and the Company with respect to such awards and (b) the Company shall have no further obligation to pay any bonus to Executive under the terms of the MIP or this Agreement, but that the obligations of Executive under Section 10 shall remain in full force and effect. The term "Due Cause" shall mean (i) willful, gross neglect or willful, gross misconduct in the willful and continued failure Executive's discharge of Executive to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to Executive, which specifically identifies the manner in which Executive has not attempted to substantially perform his duties and for those matters which are subject to cure, a ten (10) day notice to cure is providedresponsibilities under this Agreement, or (ii) the engaging by Executive in willful misconduct which is materially injurious to Executive's conviction of a felony; provided, however, that the Company, monetarily or otherwise. For purposes of this definition, no act, or failure to act, on the part of Executive shall be considered "willful" unless given written notice by a majority of the Board of Directors of the Company that it is done, or omitted intends to be done, by Executive in bad faith and without reasonable belief that terminate the Executive's action employment for Due Cause, which written notice shall specify the act or omission was in acts upon which the best interests majority of the Company. Any actBoard of Directors of the Company intends so to terminate the Executive's employment, or failure and the Executive shall then be given the opportunity, within fifteen (15) days of his receipt of such notice, to act, based upon authority given pursuant to have a resolution duly adopted by meeting with the Board of Directors of the Company to discuss such act or based acts. If the basis of such written notice is other than an act or acts described in clause (ii), the Executive shall be given seven (7) days after such meeting within which to cease or correct the performance (or nonperformance) giving rise to such written notice and, upon failure of the advice of counsel for Executive within such seven (7) days to cease or correct such performance (or nonperformance), the Executive's employment by the Company shall automatically be conclusively presumed to be doneterminated hereunder for Due Cause. Neither the Executive nor the Company shall have any further rights or obligations under this Agreement, or omitted to be doneexcept as provided in Sections 7, by Executive in good faith 8, 9 and in the best interests of the Company15.

Due Cause. The Xxx Company may terminate ExecutiveKerr's employment, remove him as an officer and director of the Company and Compxxx xxd terminate this Agreement at any time for Due Cause. In the event of such termination for Due Cause, Executive Kerr shall continue to receive Base Salary payments provided for in this xxxx Agreement only through the date of such termination for Due Cause. Executive Cause and shall be entitled to any previously earned but unpaid bonus amounts, and Kerr shall be entitled to no further benefits under this Agreement, except xxxxpt that any rights and benefits Executive Kerr may have under the employee benefit plans and programs of the CompanyCxxxxny, in which Executive Kerr is a participant, shall be determined in accordance with the terms texxx and provisions of such plans and programs. Executive Kerr understands and agrees that in the event of the termination of employmentxxxxoyment, removal as an officer and director and termination of this Agreement pursuant to this Section 9.3: (a) All awards of restricted stock, stock options and any other benefits under the Long-Term Incentive Plans shall be handled in accordance with the terms of the relevant plan and agreements entered into between Executive Kerr and the Company with respect to such awards and awards; (b) the Company shall shxxx have no further obligation to pay any bonus to Executive Kerr under the terms of the MIP or this Agreement; and (c) the Compaxx xhall have no obligation to provide benefits under the SERP, but that the obligations of Executive Kerr under Section 10 shall remain in full force and effect. The term texx "Due Cause" shall mean (i) the willful repeated and continued gross negligence in fulfillment of, or repeated failure of Executive Kerr to attempt to perform substantially fulfill his duties with the Company material obligations under this Agreement (other than xxxn any such failure resulting from DisabilityKerr's mental or physical incapacity as determined by a physician chxxxx xursuant to the methodology in Section 9.2), in either event after a demand for substantial performance is delivered to Executivedue written notice thereof, which specifically identifies or serious willful misconduct by Kerr in respect of his obligations hereunder. Due Cause should not xxxxude, without limitation, (w) refusal by Kerr of an assignment not consistent with the manner in which Executive has not attempted to substantially perform his duties status, titles and for those matters which are subject to cure, a ten (10) day notice to cure is providedrepxxxxng requirements set forth herein or contemplated hereby, or (iix) the engaging by Executive bad judgment or negligence of Kerr, or (y) any act or omission (other than one constituting a matexxxx breach of trust committed in willful misconduct which is materially injurious to or reckless disregard of the Company, monetarily or otherwise. For purposes of this definition, no act, or failure to act, on the part of Executive shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith and without reasonable belief that Executive's action or omission was in the best interests of the Company. Any actCompany and undertaken for personal gain) in respect of which a determination could properly have been made by the Board of Directors of the Company that Kerr met the applicable standard of conduct prescribed for indemnifixxxxon or reimbursement under the Bylaws of the Company or the laws of Iowa, in each case in effect at the time of such act or omission, or failure (z) any act or omission with respect to actwhich notice of termination is given more than twelve (12) months after the earliest date on which any non-employee director of the Company who was not a party to such act or omission knew or should have known of such act or omission. Notwithstanding the foregoing, based upon authority given pursuant Kerr shall not be deemed to have been terminated for Due Cause unlesx xxd until there shall have been delivered to Kerr a copy of a resolution duly adopted by the affirmative vote of xx xeast 3/4 of the Board or based upon (excluding Kerr) at a meeting of the advice of Board called and held for such purpose (afxxx reasonable notice is provided to Kerr and Kerr is given an opportunity, together with counsel for Kerx, xo be xxxxd before the Company shall be conclusively presumed to be done, or omitted to be done, by Executive Board) finding that in the good faith and oxxxxon of the Board Kerr was guilty of conduct set forth in the best interests fourth sentence of this Xxxxion 9.3 and specifying the Companyparticulars thereof.