Common use of Company Board Representation Clause in Contracts

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of the Shares pursuant to the Offer, Purchaser shall be entitled to designate up to six persons to be appointed to the Board, four of whom shall be Independent Directors. For the purposes of this Agreement, "Independent Director" shall mean a person who is not an officer, director, security holder or employee of Purchaser or one of its affiliates, or a relative of such person. The Purchaser shall propose four of the following individuals for the original nominees to fill such Independent Director positions: Xxxxxx Blasburg, Jr., Xxxxxx X. Xxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx; and each of Purchaser's designees to the Board shall be subject to the reasonable approval of the Board, as the Board is constituted at the time of the consummation of the Offer. Subject to the forgoing, the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees, including the Independent Director nominees, to be elected as directors of the Company, including increasing the size of the Board to six persons and securing the resignations of incumbent directors, if necessary. After the new members of the Board shall have been elected (i) any subsequent nominations for vacancies in the Board created by the removal or resignation of an Independent Director shall be made by the remaining Independent Directors of the Board, and (ii) Purchaser and the Company shall take all action necessary to cause the Company's By-laws to be amended to implement the provisions of clause (i) and provide that any amendment to such provisions shall require the approval of a majority of the shares of Common Stock entitled to vote at a meeting of Stockholders, other than those Shares held by Purchaser and its affiliates.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of the Shares shares of common stock of each Company pursuant to the each Offer, Purchaser shall be entitled to designate up to six persons to be appointed to the Boardboard of directors of each Company, four of whom shall be Independent Directors. For the purposes of this Agreement, "Independent Director" shall mean a person who is not an officer, director, security holder or employee of Purchaser or one of its affiliates, or a relative of such person. The Purchaser shall propose four of the following individuals for the original nominees to fill such Independent Director positionspositions for each board of directors: Xxxxxx Blasburg, Jr., Xxxxxx X. Xxxxx, Xxxx XxxxxxxFerrari, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx; and each of Purchaser's designees to the Board boards of directors shall be subject to the reasonable approval of the Boardrespective board of directors, as the Board such board of directors is constituted at the time of the consummation of the each Offer. Subject to the forgoing, the each Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees, including the Independent Director nominees, to be elected as directors of the such Company, including increasing the size of the Board its board of directors to six persons and securing the resignations of incumbent directors, if necessary. After the new members of the Board each board of directors shall have been elected (i) any subsequent nominations for vacancies in the Board respective board of directors created by the removal or resignation of an Independent Director shall be made by the remaining Independent Directors of the Boardsuch board of directors, and (ii) Purchaser and the each Company shall take all action necessary to cause the each Company's By-laws Laws to be amended to implement the provisions of clause (i) and provide that any amendment to such provisions shall require the approval of a majority of the shares of Common Stock common stock entitled to vote at a meeting Stockholders' Meeting of Stockholderssuch Company, other than those Shares shares of common stock of such Company held by Purchaser and its affiliates.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of the Shares pursuant to the Offer, and from time to time thereafter, in addition to its rights under applicable law and the Company's Certificate of Incorporation and By-Laws, Purchaser shall be entitled to designate up to six persons to be appointed such number of directors, rounded up to the Boardnext whole number, four on the Board and the boards of whom each of its Subsidiaries as shall be Independent Directors. For give Purchaser representation on the purposes Board and the boards of each of its Subsidiaries equal to the product of the total number of directors on the Board and the boards of each of its Subsidiaries (giving effect to the directors elected pursuant to this Agreement, "Independent Director" shall mean a person who is not an officer, director, security holder sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or employee any Affiliate of Purchaser or one of its affiliates, or a relative of following such person. The Purchaser shall propose four of the following individuals for the original nominees to fill such Independent Director positions: Xxxxxx Blasburg, Jr., Xxxxxx X. Xxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx; and each of Purchaser's designees purchase bears to the Board shall be subject to the reasonable approval total number of the BoardShares then outstanding, as the Board is constituted at the time of the consummation of the Offer. Subject to the forgoing, and the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees, including the Independent Director nominees, designees to be elected as directors of the CompanyCompany and each of its Subsidiaries, including increasing the size of the Board to six persons and the boards of each of its Subsidiaries or securing the resignations of incumbent directorsdirectors or both. At such times, if necessary. After the new members Company shall use all reasonable efforts to cause persons designated by Purchaser to constitute the same percentage as persons designated by Purchaser shall constitute of the Board of each committee of the Board to the extent permitted by applicable law. (b) The Company shall have been elected (ipromptly take all actions required pursuant to Section 14(f) any subsequent nominations for vacancies of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.03 and shall include in the Board created Schedule 14D-9 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 such obligations. Parent or Purchaser shall 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 such Section 14(f) and Rule 14f-1. (c) Following the election of designees of Purchaser pursuant to this Section 6.03, prior to the Effective Time, any amendment of this Agreement or the Certificate of Incorporation or By-laws of the Company, any termination of this Agreement by the removal or resignation of an Independent Director shall be made Company, any extension by the remaining Independent Directors Company of the Board, and (ii) time for the performance of any of the obligations or other acts of Parent or Purchaser and the Company shall take all action necessary to cause or waiver of any of the Company's By-laws to be amended to implement the provisions of clause (i) and provide that any amendment to such provisions rights hereunder shall require the approval concurrence of a majority of the shares directors of Common Stock entitled to vote at a meeting of Stockholders, other than those Shares held the Company then in office who neither were designated by Purchaser and its affiliatesnor are employees of the Company. Section 6.04.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of the Shares pursuant to the Offer, Purchaser shall be entitled to designate up to six persons to be appointed to the Board, four of whom shall be Independent Directors. For the purposes of this Agreement, "Independent Director" shall mean a person who is not an officer, director, security holder or employee of Purchaser or one of its affiliates, or a relative of such person. The Purchaser shall propose four of the following individuals for the original nominees to fill such Independent Director positions: Xxxxxx Arthur Blasburg, Jr., Xxxxxx Donald X. XxxxxXxons, Xxxx XxxxxxxJohn Ferrarx, Xxxxxx XxxxxxxxXxxxxerx, Xxxxxxx Xxxxxxx and Xxxxxxx Xalxxxx xxx Xxxxxxd Xxxxxxxxx; and xxx each of xx Purchaser's designees to the Board shall be subject to the reasonable approval of the Board, as the Board is constituted at the time of the consummation of the Offer. Subject to the forgoing, the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees, including the Independent Director nominees, to be elected as directors of the Company, including increasing the size of the Board to six persons and securing the resignations of incumbent directors, if necessary. After the new members of the Board shall have been elected (i) any subsequent nominations for vacancies in the Board created by the removal or resignation of an Independent Director shall be made by the remaining Independent Directors of the Board, and (ii) Purchaser and the Company shall take all action necessary to cause the Company's By-laws to be amended to implement the provisions of clause (i) and provide that any amendment to such provisions shall require the approval of a majority of the shares of Common Stock entitled to vote at a meeting of Stockholders, other than those Shares held by Purchaser and its affiliates.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of the Shares pursuant to the Offer, Purchaser shall be entitled to designate up to six persons to be appointed to the Board, four of whom shall be Independent Directors. For the purposes of this Agreement, "Independent Director" shall mean a person who is not an officer, director, security holder or employee of Purchaser or one of its affiliates, or a relative of such person. The Purchaser shall propose four of the following individuals for the original nominees to fill such Independent Director positions: Xxxxxx Arthur Blasburg, Jr., Xxxxxx X. XxxxxDonald W. Coons, Xxxx XxxxxxxJohn Ferrari, Xxxxxx XxxxxxxxHoward Goldxxxx, Stephen Zalkind xxx Xxxxxxx Xxxxxxx and Xxxxxxx XxxxxxxxxXxxmexxxx; and each of Purchaserxxx xxch xx Xxxxxxser's designees to the Board shall be subject to the reasonable approval of the Board, as the Board is constituted at the time of the consummation of the Offer. Subject to the forgoing, the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees, including the Independent Director nominees, to be elected as directors of the Company, including increasing the size of the Board to six persons and securing the resignations of incumbent directors, if necessary. After the new members of the Board shall have been elected (i) any subsequent nominations for vacancies in the Board created by the removal or resignation of an Independent Director shall be made by the remaining Independent Directors of the Board, and (ii) Purchaser and the Company shall take all action necessary to cause the Company's By-laws to be amended to implement the provisions of clause (i) and provide that any amendment to such provisions shall require the approval of a majority of the shares of Common Stock entitled to vote at a meeting of Stockholders, other than those Shares held by Purchaser and its affiliates.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of the Shares shares of common stock of each Company pursuant to the each Offer, Purchaser shall be entitled to designate up to six persons to be appointed to the Boardboard of directors of each Company, four of whom shall be Independent Directors. For the purposes of this Agreement, "Independent Director" shall mean a person who is not an officer, director, security holder or employee of Purchaser or one of its affiliates, or a relative of such person. The Purchaser shall propose four of the following individuals for the original nominees to fill such Independent Director positionspositions for each board of directors: Xxxxxx Blasburg, Jr., Xxxxxx X. Xxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx; and each of Purchaser's designees to the Board boards of directors shall be subject to the reasonable approval of the Boardrespective board of directors, as the Board such board of directors is constituted at the time of the consummation of the each Offer. Subject to the forgoing, the each Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees, including the Independent Director nominees, to be elected as directors of the such Company, including increasing the size of the Board its board of directors to six persons and securing the resignations of incumbent directors, if necessary. After the new members of the Board each board of directors shall have been elected (i) any subsequent nominations for vacancies in the Board respective board of directors created by the removal or resignation of an Independent Director shall be made by the remaining Independent Directors of the Boardsuch board of directors, and (ii) Purchaser and the each Company shall take all action necessary to cause the each Company's By-laws Laws to be amended to implement the provisions of clause (i) and provide that any amendment to such provisions shall require the approval of a majority of the shares of Common Stock common stock entitled to vote at a meeting Stockholders' Meeting of Stockholderssuch Company, other than those Shares shares of common stock of such Company held by Purchaser and its affiliates.

Company Board Representation. Section 14(f). (ai) Promptly Subject to compliance with Applicable Law, upon the purchase by Purchaser of the Shares pursuant Acceptance Date and from time to the Offertime thereafter, Purchaser Merger Sub shall be entitled to designate up to six persons to be appointed such number of directors, rounded up to the Boardnext whole number, four of whom on the Company Board as shall be Independent Directors. For give Merger Sub representation on the purposes of this Agreement, "Independent Director" shall mean a person who is not an officer, director, security holder or employee of Purchaser or one of its affiliates, or a relative of such person. The Purchaser shall propose four of the following individuals for the original nominees to fill such Independent Director positions: Xxxxxx Blasburg, Jr., Xxxxxx X. Xxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx; and each of Purchaser's designees Company Board equal to the product of (x) the total number of directors on the Company Board shall be subject (giving effect to the reasonable approval directors elected pursuant to this sentence) multiplied by (y) the ratio that the aggregate number of the Boardshares of Company Common Stock beneficially owned collectively by Parent, as the Board is constituted at the time Merger Sub and any of the consummation of the Offer. Subject their affiliates following such acceptance for purchase bears to the forgoingtotal number of shares of Company Common Stock then outstanding, and the Company shall, at such timethe Acceptance Date and thereafter upon Parent’s request, promptly take all actions reasonably necessary to cause Purchaser's designees, including the Independent Director nominees, Merger Sub’s designees to be elected as directors of the CompanyCompany on the Acceptance Date or as soon as reasonably practicable thereafter, including including, at Parent’s election, by increasing the size of the Company Board to six persons or seeking and securing accepting the resignations of incumbent directors, or both. At such times, the Company shall cause persons designated by Merger Sub to constitute the same percentage (rounded up, if necessary. After the new members ) as persons designated by Merger Sub constitute of the Company Board shall have been elected of (i) any subsequent nominations for vacancies in the Board created by the removal or resignation of an Independent Director shall be made by the remaining Independent Directors each committee of the Company Board, and (ii) Purchaser the board of directors of each Company subsidiary and (iii) each committee of each such subsidiary board. Following the Acceptance Date, the Company shall take all necessary action necessary to cause the Company's By-laws avail itself of exemptions afforded to be amended to implement the “controlled companies” under NYSE MKT rules. The provisions of clause this Section 6.3(b) are in addition to, and shall not limit, any right that Merger Sub, Parent or any affiliate of Merger Sub or Parent may have (iwith respect to the election of directors or otherwise) and provide that any amendment to such provisions shall require the approval under Applicable Law as a holder or beneficial owner of a majority of the shares of Company Common Stock entitled to vote at a meeting of Stockholders, other than those Shares held by Purchaser and its affiliatesStock.

Company Board Representation. Section 14(f). (a) Promptly upon the purchase by Purchaser of the Shares pursuant to the Offer, Purchaser shall be entitled to designate up to six persons to be appointed to the Board, four of whom shall be Independent Directors. For the purposes of this Agreement, "Independent Director" shall mean a person who is not an officer, director, security holder or employee of Purchaser or one of its affiliates, or a relative of such person. The Purchaser shall propose four of the following individuals for the original nominees to fill such Independent Director positions: Xxxxxx Arthur Blasburg, Jr., Xxxxxx X. XxxxxDonald W. Coons, Xxxx XxxxxxxJohn Ferrari, Xxxxxx XxxxxxxxHoward Goldbexx, Xxephen Zalkind anx Xxxxxxx Xxxxxxx and Xxxxxxx XxxxxxxxxXxxxxrmxx; and each of Purchaserxxx xxxx ox Xxxxxxxxr's designees to the Board shall be subject to the reasonable approval of the Board, as the Board is constituted at the time of the consummation of the Offer. Subject to the forgoing, the Company shall, at such time, promptly take all actions necessary to cause Purchaser's designees, including the Independent Director nominees, to be elected as directors of the Company, including increasing the size of the Board to six persons and securing the resignations of incumbent directors, if necessary. After the new members of the Board shall have been elected (i) any subsequent nominations for vacancies in the Board created by the removal or resignation of an Independent Director shall be made by the remaining Independent Directors of the Board, and (ii) Purchaser and the Company shall take all action necessary to cause the Company's By-laws to be amended to implement the provisions of clause (i) and provide that any amendment to such provisions shall require the approval of a majority of the shares of Common Stock entitled to vote at a meeting of Stockholders, other than those Shares held by Purchaser and its affiliates.