Common use of Boards of Directors and Committees Clause in Contracts

Boards of Directors and Committees. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of Shares owned by Purchaser and its affiliates (including any Shares purchased pursuant to the Offer) bears to the total number of outstanding Shares, and the Company shall, upon request by Purchaser, subject to the provisions of Section 1.5(b), promptly either increase the size of its Board of Directors (and shall, if necessary, amend the Company's By-Laws to permit such an increase) or use its best efforts to secure the resignation of such number of directors as is necessary to enable Purchaser's designees to be elected to such Board of Directors, and shall cause Purchaser's designees to be so elected. Promptly upon request by Purchaser, the Company will, subject to the provisions of Section 1.5(b), use its best efforts to cause persons designated by Purchaser to constitute the same percentage as the number of Purchaser's designees to the Company's Board of Directors bears to the total number of directors on such Board of Directors on (i) each committee of such Board of Directors, (ii) each board of directors or similar governing body or bodies of each subsidiary of the Company designated by Purchaser and (iii) each committee of each such board or body.

Boards of Directors and Committees. Section 14(f). (a) Promptly Effective upon the purchase acceptance for payment by Purchaser Merger Subsidiary of Shares pursuant to the Offer (the "Appointment Date") and from time to time thereafter, Purchaser if the Minimum Condition has been met, and subject to the second to last sentence of this Section 1.3(a), Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company's Company Board of Directors that equals as will give Parent representation on the Company Board equal to the product of (i) the total number of directors on the Company's Company Board of Directors (giving effect to any increase in the election number of any additional directors pursuant to this SectionSection 1.3) and (ii) the percentage that the such number of Shares owned by Purchaser and its affiliates (including any Shares so purchased pursuant to the Offer) bears to the total number of outstanding Shares, and the Company shallshall use its best efforts to, upon request by PurchaserParent, subject to promptly, at the provisions of Section 1.5(b)Company's election, promptly either increase the size of its the Company Board of Directors (and shall, if necessary, amend the Company's By-Laws to permit such an increase) or use its best efforts to secure the resignation of such number of directors as is necessary to enable PurchaserParent's designees to be elected to such the Company Board of Directors, and shall to cause PurchaserParent's designees to be so elected. Promptly upon request by PurchaserAt such times, and subject to the second to last sentence of this Section 1.3(a), the Company will, subject to the provisions of Section 1.5(b), shall use its best efforts to cause persons the individuals designated by Purchaser Parent to constitute the same percentage as is on the number of Purchaser's designees to the Company's Company Board of Directors bears to the total number of directors on such Board of Directors on (i) each committee of such Board of Directorsthe Company Board, (ii) each board of directors or similar governing body or bodies of each subsidiary of the Company designated by Purchaser (subject to applicable Laws and except to the extent described in Schedule 1.3(a)) and (iii) each committee of each such board of directors. Notwithstanding the foregoing, the Company shall use its commercially reasonable efforts to ensure that two of the members of the Company Board as of the date hereof (the "Continuing Directors") shall remain members of such Board until the Effective Time. If a Continuing Director resigns from the Company Board, Parent, Merger Subsidiary and the Company shall permit the remaining Continuing Director or bodyDirectors to appoint the resigning Director's successor who shall be deemed to be a Continuing Director.

Boards of Directors and Committees. Section 14(f). ------------------------------------------------- (a) Promptly upon the purchase by Purchaser Subsidiary of Shares pursuant to the Offer and from time to time thereafter, Purchaser so long as Parent and Subsidiary are not in material breach of their respective obligations hereunder, Subsidiary shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of Shares owned by Purchaser Subsidiary and its affiliates (including any Shares purchased pursuant to the Offer) bears to the total number of outstanding Shares, and the Company shall, upon request by Purchaser, subject to the provisions of Section 1.5(b)Subsidiary, promptly either increase the size of its the Board of Directors (and shall, if necessary, amend to the Company's By-Laws to permit such an increase) extent permitted by applicable law or use its reasonable best efforts to secure the resignation of such number of directors as is necessary to enable PurchaserSubsidiary's designees to be elected to such the Board of Directors, and shall cause PurchaserSubsidiary's designees to be so elected; provided, however, that at all times prior to the Completion of the Acquisition at least two persons who are directors of the Company as of the date hereof and designated by the Company as soon as reasonably practicable after the date hereof (or who are designated by such designated directors) shall be entitled to remain directors of the Company (the "Continuing Directors"). Promptly upon request by PurchaserSubsidiary, the Company will, subject to the provisions of Section 1.5(b), will use its reasonable best efforts to cause persons designated by Purchaser Subsidiary to constitute the same percentage as the number of PurchaserSubsidiary's designees to the Company's Board of Directors bears to the total number of directors on such the Board of Directors on (i) each committee of such Board of Directorsthe Board, (ii) each board of directors or similar governing body or bodies of each subsidiary of the Company designated by Purchaser Subsidiary and (iii) each committee of each such board or body. Notwithstanding the foregoing, until the completion of the Offer, the Company shall use its reasonable best efforts to ensure that all of the members of the Board and of such boards, bodies and committees as of the date hereof who are not employees of the Company shall remain members of the Board and such boards, bodies and committees. In complying with this subsection (a) and without restricting the right of the two Continuing Directors to serve on the Board, the parties shall cause the composition of the Board and its committees to comply with applicable law and listing requirements.

Boards of Directors and Committees. Section 14(f). (a) Promptly upon the purchase by Purchaser Parent of Shares pursuant to the Offer and from time to time thereafter, Purchaser if the Minimum Condition has been met, and subject to the second to last sentence of this Section 1.3(a), Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals of the Company as will give Parent representation on such Board equal to the product of (i) the total number of directors on the Company's such Board of Directors (giving effect to any increase in the election 3 9 number of any additional directors pursuant to this SectionSection 1.3) and (ii) the percentage that the such number of Shares owned by Purchaser and its affiliates (including any Shares so purchased pursuant to the Offer) bears to the total number of outstanding SharesShares on a fully-diluted basis, and the Company shallshall use its best efforts to, upon request by PurchaserParent, subject to promptly, at the provisions of Section 1.5(b)Company's election, promptly either increase the size of its Board of Directors (and shall, if necessary, amend subject to the provisions of Article Sixth of the Company's By-Laws to permit such an increasecertificate of incorporation) or use its best efforts to secure the resignation of such number of directors as is necessary to enable PurchaserParent's designees to be elected to such Board of Directors, and shall to cause PurchaserParent's designees to be so elected. Promptly upon request by PurchaserAt such times, and subject to the second to last sentence of this Section 1.3(a), the Company will, subject to the provisions of Section 1.5(b), will use its best efforts to cause persons designated by Purchaser Parent to constitute the same percentage as the number of Purchaser's designees to is on the Company's Board of Directors bears to the total number of directors on such Board of Directors on (i) each committee of such Board (other than any committee of Directorssuch Board established to take action under this Agreement), (ii) each board Board of directors or similar governing body or bodies Directors of each subsidiary Subsidiary of the Company designated by Purchaser and (iii) each committee of each such board Board. Notwithstanding the foregoing, the Company shall use its best efforts to ensure that three of the members of its Board of Directors as of the date hereof ("Continuing Directors") shall remain members of such Board until the Effective Time (as defined in Section 2.3). In the event a Continuing Director resigns from the Company's Board of Directors, Parent, Merger Sub and the Company shall permit the remaining Continuing Director or body.Directors to appoint the resigning director's successor who shall be deemed to be a Continuing Director. (b) The Company's obligation to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and Affiliates required by such Section and Rule. (c) Following the election or appointment of Parent's designees pursuant to this Section 1.3 and prior to the Effective Time, if there shall be any Continuing Directors, any amendment of this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or any waiver of any of the Company's rights hereunder, will require the concurrence of a majority of such Continuing Directors. ARTICLE II

Boards of Directors and Committees. Section 14(f). (a) Promptly Effective upon the purchase acceptance for payment by Purchaser Merger Subsidiary of Shares pursuant to the Offer (the “Appointment Date”) and from time to time thereafter, Purchaser if the Minimum Condition has been met, and subject to the second to last sentence of this Section 1.3(a), Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company's Company Board of Directors that equals as will give Parent representation on the Company Board equal to the product of (i) the total number of directors on the Company's Company Board of Directors (giving effect to any increase in the election number of any additional directors pursuant to this SectionSection 1.3) and (ii) the percentage that the such number of Shares owned by Purchaser and its affiliates (including any Shares so purchased pursuant to the Offer) bears to the total number of outstanding Shares, and the Company shallshall use its best efforts to, upon request by PurchaserParent, subject to promptly, at the provisions of Section 1.5(b)Company’s election, promptly either increase the size of its the Company Board of Directors (and shall, if necessary, amend the Company's By-Laws to permit such an increase) or use its best efforts to secure the resignation of such number of directors as is necessary to enable Purchaser's Parent’s designees to be elected to such the Company Board of Directors, and shall to cause Purchaser's Parent’s designees to be so elected. Promptly upon request by PurchaserAt such times, and subject to the second to last sentence of this Section 1.3(a), the Company will, subject to the provisions of Section 1.5(b), shall use its best efforts to cause persons the individuals designated by Purchaser Parent to constitute the same percentage as is on the number of Purchaser's designees to the Company's Company Board of Directors bears to the total number of directors on such Board of Directors on (i) each committee of such Board of Directorsthe Company Board, (ii) each board of directors or similar governing body or bodies of each subsidiary of the Company designated by Purchaser (subject to applicable Laws and except to the extent described in Schedule 1.3(a)) and (iii) each committee of each such board of directors. Notwithstanding the foregoing, the Company shall use its commercially reasonable efforts to ensure that two of the members of the Company Board as of the date hereof (the “Continuing Directors”) shall remain members of such Board until the Effective Time. If a Continuing Director resigns from the Company Board, Parent, Merger Subsidiary and the Company shall permit the remaining Continuing Director or bodyDirectors to appoint the resigning Director’s successor who shall be deemed to be a Continuing Director.

Boards of Directors and Committees. Section SECTION 14(f). (a) Promptly upon the purchase by Purchaser Subsidiary of Shares pursuant to the Offer and from time to time thereafter, Purchaser so long as Parent and Subsidiary are not in material breach of their respective obligations hereunder, Subsidiary shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of Shares owned by Purchaser Subsidiary and its affiliates (including any Shares purchased pursuant to the Offer) bears to the total number of outstanding Shares, and the Company shall, upon request by Purchaser, subject to the provisions of Section 1.5(b)Subsidiary, promptly either increase the size of its the Board of Directors (and shall, if necessary, amend to the Company's By-Laws to permit such an increase) extent permitted by applicable law or use its reasonable best efforts to secure the resignation of such number of directors as is necessary to enable PurchaserSubsidiary's designees to be elected to such the Board of Directors, and shall cause PurchaserSubsidiary's designees to be so elected; PROVIDED, HOWEVER, that at all times prior to the Completion of the Acquisition at least two persons who are directors of the Company as of the date hereof and designated by the Company as soon as reasonably practicable after the date hereof (or who are designated by such designated directors) shall be entitled to remain directors of the Company (the "Continuing Directors"). Promptly upon request by PurchaserSubsidiary, the Company will, subject to the provisions of Section 1.5(b), will use its reasonable best efforts to cause persons designated by Purchaser Subsidiary to constitute the same percentage as the number of PurchaserSubsidiary's designees to the Company's Board of Directors bears to the total number of directors on such the Board of Directors on (i) each committee of such Board of Directorsthe Board, (ii) each board of directors or similar governing body or bodies of each subsidiary of the Company designated by Purchaser Subsidiary and (iii) each committee of each such board or body. Notwithstanding the foregoing, until the completion of the Offer, the Company shall use its reasonable best efforts to ensure that all of the members of the Board and of such boards, bodies and committees as of the date hereof who are not employees of the Company shall remain members of the Board and such boards, bodies and committees. In complying with this subsection (a) and without restricting the right of the two Continuing Directors to serve on the Board, the parties shall cause the composition of the Board and its committees to comply with applicable law and listing requirements.

Boards of Directors and Committees. Section 14(f). (a) Promptly upon the purchase by Purchaser Parent of Shares pursuant to the Offer and from time to time thereafter, Purchaser if the Minimum Condition has been met, and subject to the second to last sentence of this Section 1.3(a), Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals of the Company as will give Parent representation on such Board equal to the product of (i) the total number of directors on the Company's such Board of Directors (giving effect to any increase in the election number of any additional directors pursuant to this SectionSection 1.3) and (ii) the percentage that the such number of Shares owned by Purchaser and its affiliates (including any Shares so purchased pursuant to the Offer) bears to the total number of outstanding SharesShares on a fully-diluted basis, and the Company shallshall use its best efforts to, upon request by PurchaserParent, subject to promptly, at the provisions of Section 1.5(b)Company's election, promptly either increase the size of its Board of Directors (and shall, if necessary, amend subject to the provisions of Article Sixth of the Company's By-Laws to permit such an increasecertificate of incorporation) or use its best efforts to secure the resignation of such number of directors as is necessary to enable PurchaserParent's designees to be elected to such Board of Directors, and shall to cause PurchaserParent's designees to be so elected. Promptly upon request by PurchaserAt such times, and subject to the second to last sentence of this Section 1.3(a), the Company will, subject to the provisions of Section 1.5(b), will use its best efforts to cause persons designated by Purchaser Parent to constitute the same percentage as the number of Purchaser's designees to is on the Company's Board of Directors bears to the total number of directors on such Board of Directors on (i) each committee of such Board (other than any committee of Directorssuch Board established to take action under this Agreement), (ii) each board Board of directors or similar governing body or bodies Directors of each subsidiary Subsidiary of the Company designated by Purchaser and (iii) each committee of each such board Board. Notwithstanding the foregoing, the Company shall use its best efforts to ensure that three of the members of its Board of Directors as of the date hereof ("Continuing Directors") shall remain members of such Board until the Effective Time (as defined in Section 2.3). In the event a Continuing Director resigns from the Company's Board of Directors, Parent, Merger Sub and the Company shall permit the remaining Continuing Director or body.Directors to appoint the resigning director's successor who shall be deemed to be a Continuing Director. (b) The Company's obligation to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and Affiliates required by such Section and Rule. (c) Following the election or appointment of Parent's designees pursuant to this Section 1.3 and prior to the Effective Time, if there shall be any Continuing Directors, any amendment of this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or any waiver of any of the Company's rights hereunder, will require the concurrence of a majority of such Continuing Directors. ARTICLE II