Common use of Company Board Representation Clause in Contracts

Company Board Representation. 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 Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees.

Company Board Representation. 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 Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board Board of Directors of the Company of (i) each committee of the Board of DirectorsDirectors of the Company, (ii) each board of directors of each domestic subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basisEffective Time, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees of the Company as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committeesof the Company.

Company Board Representation. Section 14(f). (a) Promptly Immediately 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 Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser (including Shares as to which any such person has the right to vote or direct the voting) bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing by securing the size resignations of incumbent directors. Purchaser shall determine for the approval of the Board of Directors the classes into which such directors are placed, so long as such placement does not violate or securing conflict with the resignations Company's Certificate of incumbent directors Incorporation or bothBy-laws or the NYBCL and the Company shall cause Purchaser's designees to be so placed. At such times, the The Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority law and the rules of the outstanding Shares on a fully diluted basis, NYSE to the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committeesextent applicable.

Company Board Representation. 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 Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser at such time bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will shall use its all reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board of Board with respect to (i) each committee of the Board (some of Directorswhom may be required to be independent as required by applicable law or requirements of the New York Stock Exchange), (ii) each board of directors of each subsidiary of the Company Subsidiary and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Notwithstanding the foregoing, until the time Purchaser acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its all reasonable best efforts to ensure that all the members of the Board and each committee of Directors the Board and such boards and committees of the Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of Directors and such boards and committees.

Company Board Representation. 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 Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentencesentence and including any vacancies or unfilled newly-created directorships) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall amend, or cause to be amended its by-laws to provide for each of the matters set forth in this Section 6.3 and shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, 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 Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board Board of (i) each committee of the Board of DirectorsBoard, (ii) each the board of directors of each subsidiary of the Company Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser acquires a majority of Notwithstanding the outstanding Shares on a fully diluted basisforegoing, until the Effective Time, the Company shall use its reasonable best efforts to ensure that all the at least two members of the Board and each committee of Directors the Board and such boards and committees of the Subsidiaries, as of the date hereof hereof, who are not employees of the Company shall remain members of the Board and of Directors and such boards and committees.

Company Board Representation. Section 14(f). (a) Promptly upon ------------------------------------------- the purchase by Purchaser of Shares pursuant to the OfferOffer or the Stock Purchase Agreement, 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 Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected as directors of Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such timestime, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board Board of each committee of the Board. Notwithstanding the foregoing, until the earlier of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until time Purchaser acquires a majority of the then outstanding Shares on a fully diluted basisbasis and (ii) the Effective Time, the Company shall use its reasonable best efforts to ensure that all the members of the Board and each committee of Directors and such boards and committees the Board as of the date hereof who are not employees of the Company shall remain members of the Board and of Directors and such boards and committees.

Company Board Representation. Section 14(f). (a) ------------------------------------------- Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, 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 Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board Board of (i) each committee of the Board of DirectorsBoard, (ii) each board of directors of each subsidiary of the Company Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser acquires a majority of Notwithstanding the outstanding Shares on a fully diluted basisforegoing, until the Effective Time, the Company shall use its reasonable best efforts to ensure that all the at least two members of the Board and each committee of Directors the Board and such boards and committees of the Subsidiaries, as of the date hereof hereof, who are not employees of the Company shall remain members of the Board and of Directors and such boards and committees.

Company Board Representation. Section 14(f). (a) ------------------------------------------- Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, 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 Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board Board of (i) each committee of the Board of DirectorsBoard, (ii) each board of directors of each subsidiary of the Company Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser acquires a majority of Notwithstanding the outstanding Shares on a fully diluted basisforegoing, until the Effective Time, the Company shall use its reasonable best efforts to ensure that all the members at least one member of the Board and each committee of Directors the Board and such boards and committees of the Subsidiaries, as of the date hereof hereof, who are is not employees an employee of the Company or any Subsidiary shall remain members a member of the Board and of Directors and such boards and committees. The first date on which designees of Purchaser shall constitute a majority of the Company's Board is referred to in this Agreement as the "Cut-Off Date."

Company Board Representation. 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 Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the The Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board Board of (i) each committee of the Board of DirectorsBoard, (ii) each board of directors of each subsidiary Controlled Entity of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees.. (b) The Company's obligations 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 actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.4 and shall include in the Schedule 14D-9 or a separate Rule 14f-1 information statement provided to stockholders such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 6.4. Holdings or Purchaser will promptly supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees pursuant to this Section 6.4 and prior to the Effective Time, in addition to any vote of the Board of Directors required by law or the Company's Certificate of Incorporation or By-laws, any amendment of this Agreement or the Certificate of Incorporation or By-Laws of the Company, 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 Holdings or Purchaser or waiver of any of the Company's rights hereunder, will require the concurrence of a majority of the directors of the Company then in office who are neither designated by Holdings or Purchaser nor are employees of the Company or any of its Controlled Entities (the "Disinterested Directors"). Notwithstanding Section 6.4(a) hereof, the number of Disinterested Directors shall be not less than two; provided, however, that, in such 20 25 event, if the number of Disinterested Directors shall be reduced below two for any reason, the remaining Disinterested Director shall be entitled to designate a person to fill the vacancy, and such person shall be deemed to be a Disinterested Director hereunder. If no Disinterested Director remains, the other directors who were directors prior to the date hereof shall designate two persons to fill such vacancies who shall not be employees of any of the Company and its Controlled Entities or employees, stockholders or affiliates of Holdings or Purchaser, and such persons shall be deemed to be Disinterested Directors hereunder. 6.5

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, 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 Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board Board of (i) each committee of the Board of DirectorsBoard, (ii) each board of directors of each subsidiary of the Company Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser acquires a majority of Notwithstanding the outstanding Shares on a fully diluted basisforegoing, until the Effective Time, the Company shall use its reasonable best efforts to ensure that all the members at least one member of the Board and each committee of Directors the Board and such boards and committees of the Subsidiaries, as of the date hereof hereof, who are is not employees an employee of the Company or any Subsidiary shall remain members a member of the Board and of Directors and such boards and committees. The first date on which designees of Purchaser shall constitute a majority of the Company's Board is referred to in this Agreement as the "Cut-Off Date."

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, 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 Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board Board of (i) each committee of the Board of DirectorsBoard, (ii) each board of directors of each subsidiary of the Company Subsidiary, and (iii) each committee of each such board, in each case only to the extent 38 34 permitted by applicable law. Until Purchaser acquires a majority of Notwithstanding the outstanding Shares on a fully diluted basisforegoing, until the Effective Time, the Company shall use its reasonable best efforts to ensure that all the at least two members of the Board and each committee of Directors the Board and such boards and committees of the Subsidiaries, as of the date hereof hereof, who are not employees of the Company shall remain members of the Board and of Directors and such boards and committees.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares Securities pursuant to the Offer, Offer and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next nearest whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares shares of Company Common Stock beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares shares of Company Common Stock then outstandingoutstanding (provided that such number of directors shall be reduced in order to accommodate the Continuing Directors serving pursuant to Section 7.03(c), but not below such number as would constitute a majority of the whole Board, determined as if there are no vacancies thereon) and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board Board of (i) each committee of the Board of DirectorsBoard, (ii) each board of directors of each subsidiary of the Company Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees.

Company Board Representation. Section SECTION 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, 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 Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions within its power reasonably necessary to cause Purchaser's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board Board of (i) each committee of the Board of DirectorsBoard, (ii) each the board of directors of each subsidiary of the Company Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser acquires a majority of Notwithstanding the outstanding Shares on a fully diluted basisforegoing, until the Effective Time, the Company shall use its reasonable best efforts to ensure that all the at least two members of the Board (in addition to the Company's Chief Executive Officer) and each committee of Directors the Board and such boards and committees of the Subsidiaries, as of the date hereof hereof, who are not employees of the Company shall remain members of the Board and of Directors and such boards and committees.

Company Board Representation. Section 14(f). (a) Promptly Subject to compliance with applicable law and the Company's Articles of Incorporation, promptly upon the purchase by Purchaser of Common Shares pursuant to the OfferOffers, 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 Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Common Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Common Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board Board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Notwithstanding the foregoing, until the earlier of (i) the time Purchaser acquires a majority of the then outstanding Common Shares on a fully diluted basisbasis and (ii) the Effective Time, the Company shall use its reasonable best efforts to ensure that all the members of the Board and each committee of Directors and such boards and committees the Board as of the date hereof who are not employees of the Company shall remain members of the Board and of Directors and each such boards and committeescommittee.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, 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 Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser following such purchase bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action actions necessary to cause Purchaser's designees to be so electedelected or appointed as directors of the Company, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors directors, or both. At such times, the Company will shall use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on persons designated by Purchaser shall constitute of the board Board of (i) each committee of the Board of DirectorsBoard, (ii) each board of directors of each subsidiary of the Company Subsidiary, and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Until Purchaser acquires a majority of Notwithstanding the outstanding Shares on a fully diluted basisforegoing, until the Effective Time, the Company shall use its reasonable best efforts to ensure that all the at least three members of the Board and each committee of Directors the Board and such boards and committees of the Subsidiaries, as of the date hereof hereof, who are not employees of the Company shall remain members of the Board and of Directors and such boards and committeescommittees and (y) such number of members of the Board shall be independent as required by the relevant rules of NASDAQ.