Parent Board Representation. The Parent Board has taken such action that, upon and subject to the occurrence of the Effective Time, the Parent Board will be expanded by two (2) board seats, and the vacancies thereby created shall be filled by two (2) out of the three (3) individuals set forth on Section 2.7 of the Company Disclosure Letter, such two (2) individuals (the “Company Designees”) to be selected by the Parent Board as promptly as practicable following the date of this Agreement following evaluation of such individuals by the Parent Board, provided that in order to be appointed to the Parent Board, each Company Designee must: (i) meet the definition of “independent director” set forth in the rules and regulations of the NASDAQ for companies listed on the NASDAQ and applicable regulations promulgated by the SEC, and (ii) satisfy the criteria set forth in Section 1(c) of Article IV of the charter of the Nominating and Corporate Governance Committee of the Parent Board, as required by Section 1(d) of Article IV thereof, which, in each case, shall be considered by the Parent Board in good faith prior to the Effective Time, provided, further, that that to the extent fewer than two (2) of the (3) individuals set forth on Section 2.7 of the Company Disclosure Letter satisfy the requirements set forth in the prior clauses (i) and (ii), then Parent and the Company shall work together in good faith to select qualified candidates in a number sufficient to result in a total of two (2) Company Designees. Such individuals shall serve as directors of Parent until the next annual meeting of Parent’s stockholders and until their successors are duly elected and qualified in accordance with the organizational documents of Parent. Parent shall use reasonable best efforts to cause the Nominating and Corporate Governance Committee of the Parent Board to consider nominating each of the Company Designees at the next subsequent annual meeting of Parent’s stockholders.

Parent Board Representation. Parent shall take such actions as are necessary to cause two (2) individuals who are members of the Company Board of Directors as of immediately prior to the Effective Time to become members of the Parent Board of Directors immediately after the Effective Time. Any new members appointed to the Parent Board of Directors in accordance with this Section 6.15 shall be selected by the Governance Committee of the Parent Board of Directors, after consulting with the Company, pursuant to the director nomination process set forth in Parent’s proxy statement on Schedule 14A filed with the SEC on March 28, 2014, to serve on the Parent Board of Directors, initially, until the next annual meeting of Parent’s shareholders in accordance with the Parent Governing Documents, and who shall also be nominated by the Parent Board of Directors for election (or re-election) to the Parent Board of Directors at the next annual meeting of Parent’s shareholders in accordance with the Parent Governing Documents, to serve until the next subsequent annual meeting of the Parent’s shareholders and until their respective successors are duly elected and qualify.

Parent Board Representation. Parent shall take all reasonably necessary actions to cause, as of the Closing, Xxxxx Xxxxxxx to be appointed to the Parent Board until the next Parent AGM in accordance with and subject to Parent’s Charter Documents, Parent’s governance policies and applicable Law. In addition, Parent, through the Parent Board and its Nominating & Governance Committee, agrees to take all reasonably necessary actions to cause, as of the Closing, one additional current member of the Company Board (such member to be mutually agreed by Parent and the Company) to be appointed to the Parent Board until the next Parent AGM in accordance with and subject to Parent’s Charter Documents, Parent’s governance policies and applicable Law. Parent, through the Parent Board and its Nominating & Governance Committee (as applicable), shall take all reasonably necessary actions to nominate such two new directors for re-election to the Parent Board at the next Parent AGM after Closing in accordance with and subject to Parent’s Charter Documents, Parent’s governance policies and applicable Law.

Parent Board Representation. Prior to the Effective Time, Parent shall appoint one member of the Company Board to serve as a member of the Parent Board effective as of immediately after the Effective Time to serve until the next annual meeting of Parent’s shareholders in accordance with Parent’s certificate of incorporation and bylaws. As soon as reasonably practicable after the date hereof, Parent and the Company shall cooperate to identify such individual (or any substitute).

Parent Board Representation. (a) Immediately following the Partnership Merger Effective Time, the Parent Board shall be increased by one member and the Parent Board shall appoint Xxxxxx X. Xxxxxxxxx to the Parent Board (the “Company Designee”), who shall serve until the next annual meeting of Parent’s stockholders in accordance with the organizational documents of Parent and who shall be nominated for reelection to the Parent Board at the next subsequent annual meeting of Parent’s stockholders. (b) The Company and Parent agree that in the event that the Company Designee is unable or otherwise fails to serve, for any reason, as a director of Parent at the Partnership Merger Effective Time, the Company shall have the right to designate another individual to serve as a director of Parent at the Partnership Merger Effective Time in place of such Company Designee (or if a vacancy shall be deemed to have occurred in respect thereof, the Company shall have the right to fill such vacancy, notwithstanding any other provision to the contrary contained herein); provided, however, that such individual shall be reasonably satisfactory to Parent. Parent shall cause such designee of the Company to be elected to the Parent Board at the Partnership Merger Effective Time in place of such Company Designee.

Parent Board Representation. Parent shall take such actions as are necessary to cause two (2) individuals who are members of the Company Board as of immediately prior to the Effective Time to become members of the Parent Board immediately after the Effective Time, one of whom shall become a Class 3 director and one of whom shall become a Class 2 director. Any new members appointed to the Parent Board in accordance with this Section 6.21 shall be selected by the Nominating and Governance Committee of the Parent Board, after consulting with the Company, pursuant to the director nomination process set forth in Parent’s proxy statement on Schedule 14A filed with the SEC on April 3, 2018, to serve on the Parent Board until the next annual meeting of Parent’s shareholders at which such members’ term expires in accordance with Parent’s Constitutional Documents. In furtherance of the foregoing, within thirty (30) days following the date hereof, the Company shall provide to Parent a list of at least three (3) members of the Company Board who are willing to serve as members of the Parent Board effective from and after the Effective Time. Within 30 days following the date of delivery of such list, Parent shall select from such list, and shall provide the Company with written notice of such selection, the two (2) members of the Company Board who shall serve as members of the Parent Board effective at the Effective Time.

Parent Board Representation. The parties shall have taken all actions necessary such that, as of the Effective Time, the provisions of Section 1.6 shall have been fulfilled, including: (i) the authorized size of Parent’s board of directors shall have been increased to nine (9) members, of which four (4) shall be Company Designated Directors; (ii) Parent shall have amended its bylaws as set forth in Exhibit 1.6(c); and (iii) Xxxx Tan shall have been appointed the chairman of the board of directors of Parent.

Parent Board Representation. The Parent Board shall take all action necessary to, upon and subject to the occurrence of the Effective Time, cause the Parent Board to consist of nine (9) trustees, including the three (3) individuals (the “Company Designees”) set forth in Section 2.6 of the Company Disclosure Letter, provided that each Company Designee must: (a) meet the definition of “independent director” set forth in the rules and regulations of the NYSE for companies listed on the NYSE and applicable regulations promulgated by the SEC, (b) meet the independence standards set forth in Parent’s corporate governance guidelines, which, in each case, shall be considered by the Parent Board in good faith prior to the Effective Time, and (c) not have been party to or involved in an event that would be required to be disclosed pursuant to Item 401(f) of Regulations S-K under the Securities Act and the Exchange Act, provided, further, that to the extent the Company Designees fail to satisfy the requirements set forth in the clauses (a), (b) and (c) above, then Parent and Company shall work together in good faith to select qualified candidates in a number sufficient to result in a total of three (3) Company Designees. Such individuals shall serve as trustees of Parent until the next annual meeting of Parent’s shareholders and until their successors are duly elected and qualified in accordance with the organizational documents of Parent. The Corporate Governance and Nominating Committee of the Parent Board shall consider in good faith the nomination for reelection of each of the Company Designees at each subsequent annual meeting of Parent’s shareholders through the 2015 annual meeting.

Parent Board Representation. Parent will use reasonable best efforts to have Txxxxx X. Xxxxxxx nominated and elected to Parent's Board of Directors.

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