Common use of Board Restructuring Clause in Contracts

Board Restructuring. Subject to receipt of stockholder approval to amend the Company's certificate of incorporation to effect the Board Restructuring (the "Board Restructuring Condition"), at the Second Closing, the Board shall be restructured into a ten member Board consisting of three classes of directors with staggered terms, as follows (the "Board Restructuring"): (i) three directors shall be up for election in 2012, which shall consist of one designee of the Soros Parties, one designee of Rho, and one outside independ▇▇▇ ▇irector; (ii) three directors shall be up for election in 2011, which shall consist of one designee of the Soros Parties, one designee of Rho, and the Company's Chief ▇▇▇▇▇tive Officer; and (iii) four directors shall be up for election in 2010, which shall consist of two outside directors, one designee of Maverick, and one designee of Prentice. Prior to receipt of approval by the Company's stockholders of the Board Restructuring Condition, the Board shall continue as a declassified Board consisting of between 10 and 12 members, including the members nominated in accordance with Section 1.2. Subsequent to the earlier of (i) the receipt of approval by the Company's stockholders of the Board Restructuring Condition or (ii) the date of the Company's receipt of the Rho Notice (pursuant to, and as defined in, that certain Registration Rights Agreement dated as of the date hereof among the Company and the Stockholders), the Board shall have no more than 10 members unless otherwise agreed in writing by Rho and Soros.

Board Restructuring. Subject to receipt of stockholder approval to amend the Company's ’s certificate of incorporation to effect the Board Restructuring (the "“Board Restructuring Condition"”), at the Second Closing, the Board shall be restructured into a ten member Board consisting of three classes of directors with staggered terms, as follows (the "“Board Restructuring"”): (i) three directors shall be up for election in 2012, which shall consist of one designee of the Soros ▇▇▇▇▇ Parties, one designee of Rho, and one outside independ▇▇▇ ▇irectorindependent director; (ii) three directors shall be up for election in 2011, which shall consist of one designee of the Soros ▇▇▇▇▇ Parties, one designee of Rho, and the Company's ’s Chief ▇▇▇▇▇tive Executive Officer; and (iii) four directors shall be up for election in 2010, which shall consist of two outside directors, one designee of Maverick, and one designee of Prentice. Prior to receipt of approval by the Company's ’s stockholders of the Board Restructuring Condition, the Board shall continue as a declassified Board consisting of between 10 and 12 members, including the members nominated in accordance with Section 1.2. Subsequent to the earlier of (i) the receipt of approval by the Company's ’s stockholders of the Board Restructuring Condition or (ii) the date of the Company's ’s receipt of the Rho Notice (pursuant to, and as defined in, that certain Registration Rights Agreement dated as of the date hereof among the Company and the Stockholders), the Board shall have no more than 10 members unless otherwise agreed in writing by Rho and Soros▇▇▇▇▇.