Common use of Management of the Company; Certain Actions Clause in Contracts

Management of the Company; Certain Actions. (a) The business and affairs of the Company shall be managed by or under the direction of the Board, subject to the provisions set forth in this Section 4.1 and Section 4.2. (b) Subject to oversight and control by the Board, the senior management of the Company shall have the right to manage the day to day operations of the Company, including, without limitation, the implementation of the Company's strategic and business plans, ordinary course dealings with customers and suppliers, the hiring and firing of officers and employees of the Company and its Subsidiaries, and the ordinary course operation of the Company's business as it is currently being conducted, and neither any member of the Purchasers nor the Purchaser Directors shall take any action, directly or indirectly, which may reasonably be expected to hinder, impede, interfere with or otherwise restrict the management of the Company's affairs as aforesaid. (c) In the event that a majority of the Purchaser Directors (a "Purchaser Majority") recommend to the Board that the Company enter into a Company Sale, Brand and any Brand Transferees shall use their respective best efforts to cause the Brand Directors to vote in favor of such Company Sale; provided, however, that neither Brand nor any Brand Transferee shall have any obligation to cause the Brand Directors to vote in favor of a Company Sale if counsel of recognized standing advises the Brand Directors that approval of the Company Sale recommended by the Purchaser Directors would result in a breach of fiduciary duty by the Brand Directors.