Common use of Independent Director Approval Clause in Contracts

Independent Director Approval. Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time, if Parent’s designees pursuant to Section 1.3(a) constitute a majority of the Company Board, the approval of a majority of the Independent Directors (or of the sole Independent Director if there shall be only one (1) Independent Director) shall be required for the Company to authorize (such authorization, the “Independent Director Approval”): (i) any consent or action by the Company required under this Agreement, including termination of this Agreement by the Company, (ii) any amendment of this Agreement or of the Company’s Second Restated Articles of Incorporation (the “Company Articles of Incorporation”) or Amended and Restated Bylaws (the “Company Bylaws” and, together with the Company Articles of Incorporation, the “Company Charter Documents”), (iii) any extension of the time for performance of any obligation or action hereunder by Parent or Merger Sub, (iv) any waiver of compliance with any covenant of Parent or Merger Sub or any waiver of any other agreements or conditions contained herein for the benefit of the Company or (v) any exercise of the Company’s rights or remedies under this Agreement or any action seeking to enforce any obligation of Parent or Merger Sub under this Agreement. If asked to take any of the actions or to perform any of the duties set forth in this Section 1.3(f), and with respect to any transactions where Parent has or reasonably may be deemed to have interests that are materially different from or in addition to the interests of the holders of Shares which are not Affiliates of Parent, the Independent Directors shall have the authority to retain, at the expense of the Company, the Company’s current outside legal counsel, Weil, Gotshal & Xxxxxx LLP, and a financial advisor, in each case, as reasonably necessary to ensure the exercise and discharge of their fiduciary and other duties and their obligations under this Agreement. In addition, following the appointment of Parent’s designees pursuant to Section 1.3(a), the Independent Directors shall have the authority to institute any action, on behalf of the Company and any holders of Shares which are not Affiliates of Parent (including at the request of such holders), to enforce the performance by Merger Sub or Parent of its obligations under this Agreement.

Independent Director Approval. Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time, if Parent’s designees pursuant to Section 1.3(a) constitute a majority of the Company Board, Time the approval of a majority of the Independent Directors (or of the sole Independent Director if there shall be only one (1) Independent Director) shall be required for the Company to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize)(such authorization, the “Independent Director Approval”): ) (i) any Company Adverse Recommendation Change, (ii) any consent or action by the Company required under this Agreement, including termination of this Agreement by the Company, (iiiii) any amendment of this Agreement or of the Company’s Second Restated Articles certificate of Incorporation incorporation (the “Company Articles Certificate of Incorporation”) or Amended and Restated Bylaws bylaws (the “Company Bylaws” and, together with the Company Articles Certificate of Incorporation, the “Company Charter Documents”), (iiiiv) any extension of the time for performance of any obligation or action hereunder by Parent or Merger SubPurchaser, (ivv) any waiver of compliance with any covenant of Parent or Merger Sub Purchaser or any waiver of any other agreements or conditions contained herein for the benefit of the Company or (vvi) any exercise of the Company’s rights or remedies under this Agreement or any action seeking to enforce any obligation of Parent or Merger Sub Purchaser under this Agreement. If asked to take any of the actions or to perform any of the duties set forth in this Section 1.3(f)above, and with respect to any transactions where Parent has or reasonably may be deemed to have interests that are materially different from or in addition to the interests of the non-Affiliate holders of Shares which are not Affiliates of ParentShares, the Independent Directors shall have the authority to retain, at the expense of the Company, the Company’s current outside legal counsel, WeilXxxxxxxxx Xxxxxxx, Gotshal & Xxxxxx LLPP.A., and a financial advisor, in each case, as reasonably necessary to ensure the exercise and discharge of their fiduciary and other duties and their obligations under this Agreement. In addition, following the appointment of Parent’s designees pursuant to Section 1.3(a), the Independent Directors shall have the authority to institute any action, on behalf of the Company and any the non-Affiliate holders of Shares which are not Affiliates of Parent (including at the request of such holders), to enforce the performance by Merger Sub Purchaser or Parent of its obligations under this Agreement.