Common use of The Company Board Clause in Contracts

The Company Board. (a) Subject to any requirement for shareholder approval to increase the size of the Board to the number required to give effect to this Section 9.02, promptly after any consummation of any 100% Acquisition Proposal by Buyer, Buyer will cause the Company and the Board to take such action as may be required to increase the size of the Board to a number of members such that (i) all of the individuals who are members of the Board at the time of the consummation of the 100% Acquisition Proposal (the “Incumbent Directors”) may continue to be members of the Board and (ii) individuals designated or nominated by Buyer shall constitute a majority (or, if at such time under the terms of the Charter or Bylaws or under Applicable Law, any higher percentage of the members of the Board is required to take any Board action, then such that the number of the individuals designated or nominated by Buyer constitutes that higher percentage of the Board members). For a period of ten years after consummation of the 100% Acquisition Proposal by Buyer, subject to Applicable Law, Buyer will continue to nominate Incumbent Directors (or successors selected by Incumbent Directors) for reelection to the Board upon the expiration of the term of office of any Incumbent Director and will vote all Voting Securities held by it in favor of the election of the Incumbent Director so nominated. (b) The Incumbent Directors (other than those designated by Buyer) shall have the right to enforce, including by specific performance as set forth in Section 13.12, the Obligations of Buyer set forth in this Article 9 with respect to the Company after the consummation of the 100% Acquisition Proposal by Buyer.

The Company Board. The Merger Agreement provides that promptly upon the purchase of and payment for any Shares by Parent or Purchaser pursuant to the Offer, Parent will be entitled to designate such number of directors, rounded up to the nearest whole number, on the Company Board as is equal to the product of the total number of directors on the Company Board (agiving effect to the directors designated by Parent pursuant to this sentence) Subject multiplied by the percentage that the number of Shares so accepted for payment bears to any requirement for shareholder approval to the total number of Shares then outstanding. In furtherance thereof, the Company will, upon request of Purchaser, promptly either 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 Parexx'x xesignees to be so elected to the number required to give effect to this Section 9.02Company Board, promptly after any consummation of any 100% Acquisition Proposal by Buyer, Buyer and will cause Parent's designees to be so elected. At such time, the Company will also cause persons designated by Parent to have proportionate (but not less than majority) representation on (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each subsidiary (as hereinafter defined) of the Company and (iii) each committee (or similar body) of each such board. The Merger Agreement further provides that in the event that Parexx'x xesignees are elected to the Company Board, until the Effective Time, the Company Board will have at least two directors who were directors on February 18, 2000 (the "Original Directors"); provided that, in such event, if the number of Original Directors will be reduced below two for any reason whatsoever, any remaining Original Directors (or Original Director, if there be only one remaining) will be entitled to take designate persons to fill such action as may vacancies who will be deemed to be Original Directors for purposes of the Merger Agreement or, if no Original Director then remains, the other directors will designate two persons to fill such vacancies who shall not be stockholders, affiliates or associates of Parent or Purchaser, and such persons shall be deemed to be Original Directors for purposes of the Merger Agreement. Notwithstanding anything in the Merger Agreement to the contrary, in the event that Parexx'x xesignees are elected to the Company Board prior to the Effective Time, the affirmative vote of a majority of the Original Directors will be required for the Company to increase the size of the Board to a number of members such that (i) all amend or terminate the Merger Agreement or agree or consent to any amendment or termination of the individuals who are members of the Board at the time of the consummation of the 100% Acquisition Proposal (the “Incumbent Directors”) may continue to be members of the Board and Merger Agreement, (ii) individuals designated exercise or nominated by Buyer shall constitute a majority (or, if at such time under the terms waive any of the Charter Company's rights, benefits or Bylaws remedies hereunder, (iii) extend the time for performance of Parexx'x xnd Purchaser's respective obligations hereunder or under Applicable Law, any higher percentage of the members of the Board is required to (iv) take any other action by the Company Board action, then such that under or in connection with the number of the individuals designated or nominated by Buyer constitutes that higher percentage of the Board members). For a period of ten years after consummation of the 100% Acquisition Proposal by Buyer, subject to Applicable Law, Buyer will continue to nominate Incumbent Directors (or successors selected by Incumbent Directors) for reelection to the Board upon the expiration of the term of office of any Incumbent Director and will vote all Voting Securities held by it in favor of the election of the Incumbent Director so nominated. (b) The Incumbent Directors (Merger Agreement other than those designated by Buyer) shall have the right actions necessary to enforce, including by specific performance as set forth in Section 13.12, the Obligations of Buyer set forth in this Article 9 with respect to effect the Company after the consummation of the 100% Acquisition Proposal by BuyerStockholder Meeting (as defined below).