Common use of Composition of Company Board Clause in Contracts

Composition of Company Board. Effective upon the initial acceptance for payment by Merger Sub of Company Shares pursuant to the Offer (the “Acceptance Time”), and from time to time thereafter, Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the total number of directors on the Company Board (after giving effect to any increase in the number of directors pursuant to this Section 2.3) by (y) a fraction, the numerator of which is the number of Company Shares beneficially owned by Parent and Merger Sub (after giving effect to the Company Shares purchased pursuant to the Offer) and the denominator of which is the total number of then outstanding Company Shares. Promptly following a request by Parent after the Acceptance Time, the Company shall take all action reasonably necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board (the time that Parent’s designees are appointed or elected to, and constitute a majority of, the Company Board, the “Appointment Time”). From time to time after the Appointment Time, the Company shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on: (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company, and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by all Laws, and specifically including the applicable rules of Nasdaq (the “Nasdaq Rules”). Promptly following a request by Parent after the Acceptance Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by Nasdaq Rule 5615(c) and make all necessary filings and disclosures associated with such status. After the Appointment Time, and prior to the Effective Time, the Company shall cause the Company Board to maintain at least 3 directors who are members of the Company Board immediately prior to such appointments by Parent (collectively, the “Continuing Directors” and each as a “Continuing Director”); provided, however, that if the number of Continuing Directors is reduced below 3 for any reason, the remaining Continuing Directors shall be entitled to elect or designate a person meeting the foregoing criteria to fill such vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate 3 persons meeting the foregoing criteria to fill such vacancies, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. Each Continuing Director shall be an “independent director” as defined by Nasdaq Rule 5605 and eligible to serve on the Company’s audit committee under the Exchange Act and the Nasdaq Rules and at least 1 Continuing Director shall be an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K and the instructions thereto.

Composition of Company Board. Effective upon the initial acceptance for payment by Merger Sub Acquiror of Company Ordinary Shares pursuant to the Offer (the “Acceptance Time”,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Acquiror shall exercise its rights under this Section 1.03(a), ) and from time to time thereafter, Parent Acquiror shall be entitled to designate up from time to time such number of directors on members of the Company Board as will give Acquiror, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, representation equal to the product (at least that number of directors, rounded up to the next whole number) obtained by multiplying , that is the product of (xi) the total number of directors on the Company Board (after giving effect to any increase in the number of directors elected or appointed pursuant to this Section 2.3sentence) multiplied by (yii) a fraction, the numerator of which is percentage that (A) the number of Company Ordinary Shares beneficially owned by Parent Acquiror and Merger Sub its Subsidiaries (after giving effect to the including Company Ordinary Shares purchased accepted for payment pursuant to the Offer) and bears to (B) the denominator of which is the total number of then outstanding issued Company Ordinary Shares. Promptly following a request by Parent after the Acceptance TimeSubject to applicable Legal Requirements, the Company shall take all action reasonably requested by Acquiror necessary to cause the individuals so designated by Parent effect any election or appointment pursuant to be elected or appointed to the Company Boardthis Section 1.03, including (at the election of ParentAcquiror) either by (x) subject to the Company Charter Documents, increasing the size of the Company Board or by seeking Board, and accepting (y) obtaining the resignations resignation of such number of then incumbent its current directors as is is, in each case, necessary to enable the individuals so designated by Parent such designees to be so elected or appointed to the Company Board in compliance with applicable Legal Requirements (including, to the time that Parent’s designees are appointed or elected toextent applicable prior to the Effective Time, and constitute a majority of, Rule 10A-3 under the Company Board, the “Appointment Time”Exchange Act). From time to time after the Appointment Acceptance Time, the Company shall take all action necessary to cause the individuals so designated by Parent Acquiror to be directors on the Company Board to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on: (i) on each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company, and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case Board to the fullest extent permitted by all Lawsapplicable Legal Requirements and the rules of Nasdaq, and specifically including the applicable rules of Nasdaq (the “Nasdaq Rules”). Promptly following a request by Parent after the Acceptance Time, the Company shall take all action requested by Acquiror necessary to elect to be treated as a “controlled company” as defined by Nasdaq Rule 5615(c) and make all necessary filings and disclosures associated with effect any such status. After the Appointment Time, and prior to the Effective Time, the Company shall cause the Company Board to maintain at least 3 directors who are members of the Company Board immediately prior to such appointments by Parent (collectively, the “Continuing Directors” and each as a “Continuing Director”); provided, however, that if the number of Continuing Directors is reduced below 3 for any reason, the remaining Continuing Directors shall be entitled to elect election or designate a person meeting the foregoing criteria to fill such vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate 3 persons meeting the foregoing criteria to fill such vacancies, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. Each Continuing Director shall be an “independent director” as defined by Nasdaq Rule 5605 and eligible to serve on the Company’s audit committee under the Exchange Act and the Nasdaq Rules and at least 1 Continuing Director shall be an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K and the instructions theretoappointment.

Composition of Company Board. Effective Subject to compliance with Applicable Law, effective upon the initial acceptance for payment by Merger Sub of shares of Company Shares Common Stock pursuant to the Offer (the “Acceptance Appointment Time”,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 1.3(a), ) and from time to time thereafter, Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the total number of directors on the Company Board (after giving effect to any increase in the number of directors pursuant to this Section 2.31.3) by and (y) a fraction, the numerator of which is the number of shares of Company Shares beneficially owned Common Stock held by Parent and Merger Sub (after giving effect to the shares of Company Shares Common Stock purchased pursuant to the Offer) ), and the denominator of which is the total number of then outstanding shares of Company SharesCommon Stock. Promptly following a request by Parent after the Acceptance TimeParent, the Company shall take all action reasonably necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board (the time that Parent’s designees are appointed or elected to, and constitute a majority of, the Company Board, the “Appointment Time”). From time to time after the Appointment Time, the Company shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on: on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company, Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by Applicable Law. Solely for purposes of this Section 1.3, any and all Laws, and specifically including the applicable rules of Nasdaq (the “Nasdaq Rules”). Promptly following a request by Parent after the Acceptance Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by Nasdaq Rule 5615(c) and make all necessary filings and disclosures associated with such status. After the Appointment Time, and prior to the Effective Time, the Company shall cause the Company Board to maintain at least 3 directors who are members of the Company Board immediately prior to such appointments by Parent (collectively, who remain on the Company Board after such appointments by Parent shall be referred to as “Continuing Directors” and each as a “Continuing Director.”); provided, however, that if the number of Continuing Directors is reduced below 3 for any reason, the remaining Continuing Directors shall be entitled to elect or designate a person meeting the foregoing criteria to fill such vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate 3 persons meeting the foregoing criteria to fill such vacancies, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. Each Continuing Director shall be an “independent director” as defined by Nasdaq Rule 5605 and eligible to serve on the Company’s audit committee under the Exchange Act and the Nasdaq Rules and at least 1 Continuing Director shall be an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K and the instructions thereto.

Composition of Company Board. Effective upon the initial acceptance for payment by Merger Sub of Company Shares pursuant to the Offer (the “Acceptance Appointment Time”,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 1.3(a), ) and from time to time thereafter, subject to the penultimate sentence of this Section 1.3(a), Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the total number of directors on the Company Board (after giving effect to any increase in the number of directors pursuant to this Section 2.3) by 1.3), and (y) a fraction, the numerator of which is the number of Company Shares beneficially owned held by Parent and Merger Sub (after giving effect to the Company Shares purchased pursuant to the Offer) ), and the denominator of which is the total number of then outstanding Company Shares. Promptly following a request by Parent after the Acceptance TimeParent, the Company shall take all action reasonably necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (including, without limitation, at the election of Parent) , either by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board (the time that Parent’s designees are appointed or elected to, and constitute a majority of, the Company Board, the “Appointment Time”). From time to time after the Appointment Time, and subject to the penultimate sentence of this Section 1.3(a), the Company shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on: on (i) each committee of the Company BoardBoard (other than the Special Committee), (ii) each board of directors of each Subsidiary of the Company, and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by all Laws, and specifically including applicable Legal Requirements. Notwithstanding the applicable rules of Nasdaq (foregoing or anything to the “Nasdaq Rules”). Promptly following a request by Parent after the Acceptance Timecontrary set forth in this Agreement, the Company shall permit the members of the Special Committee (solely for purposes of this Section 1.3, each, a “Continuing Director” and together, the “Continuing Directors”) to remain (and shall take all no action necessary to elect to be treated prevent the members of the Special Committee from remaining) members of the Company Board (and shall continue as a “controlled company” as defined special committee of the Company Board in accordance with resolutions adopted by Nasdaq Rule 5615(cthe Company Board establishing it) and make at all necessary filings and disclosures associated with such statustimes until the Effective Time. After In furtherance of the Appointment Timeforegoing, and (i) in the event that a Continuing Director shall resign from the Company Board prior to the Effective Time, Parent, Merger Sub and the Company shall cause the Company Board to maintain at least 3 directors who are members of the Company Board immediately prior to such appointments by Parent (collectively, the “Continuing Directors” and each as a “Continuing Director”); provided, however, that if the number of Continuing Directors is reduced below 3 for any reason, permit the remaining Continuing Directors shall be entitled Director to elect or designate a person meeting appoint the foregoing criteria to fill such vacancy resigning director’s successor, who shall thereafter be deemed to be a Continuing Director for all purposes of and under this Agreement, or, if no and (ii) in the event that both Continuing Directors then remainshall contemporaneously resign from the Company Board prior to the Effective Time, the other directors of the Company then in office shall designate 3 two (2) persons meeting the foregoing criteria to fill such vacanciesvacancies (provided, however, that such designees shall not be officers, employees or affiliates of Parent, Merger Sub or the Company), and such persons designees shall thereafter be deemed to be Continuing Directors for all purposes of and under this Agreement. Each Continuing Director shall be an “independent director” as defined by Nasdaq Rule 5605 and eligible to serve on the Company’s audit committee under the Exchange Act and the Nasdaq Rules and at least 1 Continuing Director shall be an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K and the instructions thereto.

Composition of Company Board. Effective upon as of the initial acceptance for payment by Merger Sub of Company Shares pursuant to the Offer (the “Acceptance Time”), and from time to time thereafterthereafter (as long as Parent and its Affiliates beneficially own a majority of the outstanding Company Shares), Parent shall be entitled have the right to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the total number of directors on the Company Board (after giving effect to any increase in the number of directors pursuant to this Section 2.31.3) by (y) a fraction, the numerator of which is percentage that the number of Company Shares beneficially owned by Parent and Merger Sub (after giving effect to the Company Shares purchased pursuant to the Offer) and the denominator of which is bears to the total number of then outstanding Company Shares. Promptly following a request by Parent after the Acceptance TimeParent, the Company shall take all action reasonably necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board (the Board. The time that at which Parent’s designees are appointed or elected to, and constitute a majority of, the Company Board, Board pursuant to the preceding sentence is referred to herein as the “Appointment Time”). .” From time to time after the Appointment TimeTime (as long as Parent and its Affiliates beneficially own a majority of the outstanding Company Shares), the Company shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on: on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company, and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by all Laws, applicable Laws and specifically including the applicable rules of Nasdaq (the “Nasdaq NYSE Rules”). Promptly following a request by Parent after the Acceptance Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by Nasdaq Rule 5615(c) and make all necessary filings and disclosures associated with such status. After the Appointment Time, and prior to the Effective Time, the Company shall cause the Company Board to maintain at least 3 directors who are members of the Company Board immediately prior to such appointments by Parent (collectively, the “Continuing Directors” and each as a “Continuing Director”); provided, however, that if the number of Continuing Directors is reduced below 3 for any reason, the remaining Continuing Directors shall be entitled to elect or designate a person meeting the foregoing criteria to fill such vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate 3 persons meeting the foregoing criteria to fill such vacancies, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. Each Continuing Director shall be an “independent director” as defined by Nasdaq Rule 5605 and eligible to serve on the Company’s audit committee under the Exchange Act and the Nasdaq Rules and at least 1 Continuing Director shall be an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K and the instructions thereto.

Composition of Company Board. Effective upon the initial acceptance for payment by Merger Sub of Company Shares pursuant to the Offer (the “Acceptance Appointment Time”,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 1.3(a), ) and from time to time thereafter, Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the total number of directors on the Company Board (after giving effect to any increase in the number of directors pursuant to this Section 2.31.3) by (y) a fraction, the numerator of which is the number of Company Shares beneficially owned held by Parent and Merger Sub (after giving effect to the Company Shares purchased pursuant to the Offer) ), and the denominator of which is the total number of then outstanding Company Shares. Promptly following a request by Parent after the Acceptance TimeParent, the Company shall take all action reasonably necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board (the time Board; provided, however, that Parent’s designees are appointed or elected to, and constitute a majority of, the Company Board, the “Appointment Time”). From time to time after the Appointment Time, the Company shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on: (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company, and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by all Laws, and specifically including the applicable rules of Nasdaq (the “Nasdaq Rules”). Promptly following a request by Parent after the Acceptance Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by Nasdaq Rule 5615(c) and make all necessary filings and disclosures associated with such status. After the Appointment Time, and prior to the Effective Time, the Company shall cause the Company Board to maintain at least 3 directors who are two (2) members of the Company Board immediately prior to the Appointment Time shall be entitled to remain on the Company Board at all times from and after the Appointment Time until the Effective Time, and the Company shall take any and all action necessary to enable such appointments by Parent persons to remain on the Company Board during such period (collectively, the any such directors being referred to herein as “Continuing Directors” and each ”); provided further, however, that notwithstanding the foregoing or anything to the contrary set forth herein, the Company shall not be required to take any action to replace any of the Continuing Directors (or otherwise appoint any person to serve as a “Continuing Director”); provided, however, that ) if the number of no Continuing Directors is reduced below 3 remain on the Company Board. In the event that only one Continuing Director shall remain on the Company Board (whether as a result of the resignation of other Continuing Directors or for any other reason), the sole remaining Continuing Directors Director shall be entitled to elect or designate another person to serve as a “Continuing Director,” and the Company shall take all action to cause any person meeting so elected or designated to be appointed to the foregoing criteria Company Board (any person so appointed to fill such vacancy who shall be the Company Board being deemed to be a “Continuing Director Director” for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate 3 persons meeting the foregoing criteria to fill such vacancies, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. Each Continuing Director shall be an “independent director” as defined by Nasdaq Rule 5605 and eligible to serve on the Company’s audit committee under the Exchange Act and the Nasdaq Rules and at least 1 Continuing Director shall be an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K and the instructions theretohereunder).

Composition of Company Board. Effective upon the initial acceptance for payment by Merger Sub Purchaser of the Company Shares pursuant to the Offer (the “Acceptance "Appointment Time”"), and from time to time thereafter, Parent shall be entitled to designate up to such the number of directors on the Company Board equal to the product (directors, rounded up to the next whole number) obtained by multiplying , on the Company Board that equals the product of: (xi) the total number of directors on the Company Board (after giving effect to the election of any increase in the number of additional directors pursuant to this Section 2.31.3); and (ii) by (y) a fraction, the numerator of which is percentage that the number of Company Shares beneficially owned by Parent and Merger Sub and/or Purchaser (after giving effect to the including Company Shares purchased pursuant accepted for payment) bears to the Offer) and the denominator of which is the total number of then outstanding Company SharesShares outstanding. Promptly following a request by Parent after the Acceptance TimeParent, the Company shall take all action reasonably necessary to cause the individuals so designated by Parent Parent's designees to be elected or appointed to the Company Board, including (including, without limitation, at the election option of Parent) either by , increasing the size number of directors (and amending the Bylaws if so required), or seeking and accepting resignations of incumbent directors, or both; provided, however, that prior to the Effective Time (as defined in Section 2.2), the Company Board shall always have at least two members who were directors of the Company prior to consummation of the Offer and who are not affiliated with Parent or Purchaser (each, a "Continuing Director"). In the event that a Continuing Director shall resign from the Company Board prior to the Effective Time, Parent, Purchaser and the Company shall permit the remaining Continuing Directors to appoint the resigning director's successor, who shall thereafter be deemed to be a Continuing Director for all purposes of and under this Agreement. If the number of Continuing Directors is reduced to fewer than two for any reason prior to the Effective Time, the remaining and departing Continuing Directors shall be entitled to designate a person to fill the vacancy or vacancies such that there shall be at least two Continuing Directors, who shall thereafter be deemed to be a Continuing Director for all purposes of and under this Agreement. If there shall be no Continuing Directors prior to the Effective Time, the majority of the members of the Company Board or by seeking and accepting who are not Continuing Directors shall designate two persons to fill the resignations of vacancies such number of then incumbent directors as is necessary to enable the individuals so designated by Parent that there shall be two Continuing Directors, who shall thereafter be deemed to be elected or appointed to the a Continuing Director for all purposes of and under this Agreement. The Company Board (the time that shall, upon Parent’s designees are appointed or elected to, and constitute a majority of, the Company Board, the “Appointment Time”). From time to time after 's request following the Appointment Time, the Company shall take all action necessary to also cause the individuals so persons elected or designated by Parent to constitute substantially the same percentage (rounding rounded up where appropriateto the next whole number) as is on the Company Board on: of (i) each committee of the Company BoardBoard (other than as it relates to action which may be taken or is required to be taken by the Continuing Directors pursuant to Section 1.3(c), (ii) each board of directors (or similar body) of each Company Subsidiary of the Company, and (iii) each committee (or similar body) of each such board of directors of each Subsidiary of the Companyboard, in each case only to the fullest extent permitted by all Laws, and specifically including applicable law or the applicable rules of Nasdaq (the “Nasdaq Rules”). Promptly following a request by Parent after the Acceptance Time, any stock exchange on which the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by Nasdaq Rule 5615(c) and make all necessary filings and disclosures associated with such status. After the Appointment Time, and prior to the Effective Time, the Company shall cause the Company Board to maintain at least 3 directors who Shares are members of the Company Board immediately prior to such appointments by Parent (collectively, the “Continuing Directors” and each as a “Continuing Director”); provided, however, that if the number of Continuing Directors is reduced below 3 for any reason, the remaining Continuing Directors shall be entitled to elect or designate a person meeting the foregoing criteria to fill such vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate 3 persons meeting the foregoing criteria to fill such vacancies, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. Each Continuing Director shall be an “independent director” as defined by Nasdaq Rule 5605 and eligible to serve on the Company’s audit committee under the Exchange Act and the Nasdaq Rules and at least 1 Continuing Director shall be an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K and the instructions theretolisted.

Composition of Company Board. Effective upon the initial acceptance for payment by Merger Sub of Company Shares pursuant to the Offer (the “Acceptance Appointment Time”,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Parent shall exercise its rights under this Section 2.3(a), ) and from time to time thereafter, Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying (x) the total number of directors on the Company Board (after giving effect to any increase in the number of directors pursuant to this Section 2.3) by and (y) a fraction, the numerator of which is the number of Company Shares beneficially owned held by Parent and Merger Sub (after giving effect to the Company Shares purchased pursuant to the Offer) ), and the denominator of which is the total number of then outstanding Company Shares. Promptly following a request by Parent after the Acceptance TimeParent, the Company shall take all action reasonably necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting or otherwise securing the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board (the time that Parent’s designees are appointed or elected to, and constitute a majority of, the Company Board, the “Appointment Time”). From time to time after the Appointment Time, the Company shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on: on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company, Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by all Lawsapplicable Legal Requirements. Solely for purposes of this Section 2.3, any and specifically including the applicable rules of Nasdaq (the “Nasdaq Rules”). Promptly following a request by Parent after the Acceptance Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by Nasdaq Rule 5615(c) and make all necessary filings and disclosures associated with such status. After the Appointment Time, and prior to the Effective Time, the Company shall cause the Company Board to maintain at least 3 directors who are members of the Company Board immediately prior to such appointments by Parent (collectively, who remain on the Company Board after such appointments by Parent shall be referred to as “Continuing Directors” and each as a “Continuing Director.”); provided, however, that if the number of Continuing Directors is reduced below 3 for any reason, the remaining Continuing Directors shall be entitled to elect or designate a person meeting the foregoing criteria to fill such vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate 3 persons meeting the foregoing criteria to fill such vacancies, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. Each Continuing Director shall be an “independent director” as defined by Nasdaq Rule 5605 and eligible to serve on the Company’s audit committee under the Exchange Act and the Nasdaq Rules and at least 1 Continuing Director shall be an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K and the instructions thereto.

Composition of Company Board. Effective upon the initial acceptance for payment by Merger Sub Acquiror of Company Ordinary Shares pursuant to the Offer (the “Acceptance Time”,” the use of which term herein shall not, unless the context otherwise requires, depend upon whether Acquiror shall exercise its rights under this Section 1.03(a), ) and from time to time thereafter, Parent Acquiror shall be entitled to designate up from time to time such number of directors on members of the Company Board as will give Acquiror, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, representation equal to the product (at least that number of directors, rounded up to the next whole number) obtained by multiplying , that is the product of (xi) the total number of directors on the Company Board (after giving effect to any increase in the number of directors elected or appointed pursuant to this Section 2.3sentence) multiplied by (yii) a fraction, the numerator of which is percentage that (A) the number of Company Ordinary Shares beneficially owned by Parent Acquiror and Merger Sub its Subsidiaries (after giving effect to the including Company Ordinary Shares purchased accepted for payment pursuant to the Offer) and bears to (B) the denominator of which is the total number of then outstanding issued Company Ordinary Shares. Promptly following a request by Parent after the Acceptance TimeSubject to applicable Legal Requirements, the Company shall take all action reasonably requested by Acquiror necessary to cause the individuals so designated by Parent effect any election or appointment pursuant to be elected or appointed to the Company Boardthis Section 1.03, including (at the election of ParentAcquiror) either by (x) subject to the Company Charter Documents, increasing the size of the Company Board or by seeking Board, and accepting (y) obtaining the resignations resignation of such number of then incumbent its current directors as is is, in each case, necessary to enable the individuals so designated by Parent such designees to be so elected or appointed to the Company Board in compliance with applicable Legal Requirements (including, to the time that Parent’s designees are appointed or elected toextent applicable prior to the Effective Time, and constitute a majority of, Rule 10A-3 under the Company Board, the “Appointment Time”Exchange Act). From time to time after the Appointment Acceptance Time, the Company shall take all action necessary to cause the individuals so designated by Parent Acquiror to be directors on the Board to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on: (i) on each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company, and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case Board to the fullest extent permitted by all Lawsapplicable Legal Requirements and the rules of NASDAQ, and specifically including the applicable rules of Nasdaq (the “Nasdaq Rules”). Promptly following a request by Parent after the Acceptance Time, the Company shall take all action requested by Acquiror necessary to elect to be treated as a “controlled company” as defined by Nasdaq Rule 5615(c) and make all necessary filings and disclosures associated with effect any such status. After the Appointment Time, and prior to the Effective Time, the Company shall cause the Company Board to maintain at least 3 directors who are members of the Company Board immediately prior to such appointments by Parent (collectively, the “Continuing Directors” and each as a “Continuing Director”); provided, however, that if the number of Continuing Directors is reduced below 3 for any reason, the remaining Continuing Directors shall be entitled to elect election or designate a person meeting the foregoing criteria to fill such vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate 3 persons meeting the foregoing criteria to fill such vacancies, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. Each Continuing Director shall be an “independent director” as defined by Nasdaq Rule 5605 and eligible to serve on the Company’s audit committee under the Exchange Act and the Nasdaq Rules and at least 1 Continuing Director shall be an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K and the instructions theretoappointment.

Composition of Company Board. Effective upon the initial acceptance for payment by Merger Sub of Company Shares pursuant to the Offer (the “Acceptance Time”), and from time to time thereafterOffer, Parent shall be entitled to designate up to such number of directors on the Company Board equal to the product (rounded up to the next whole number) obtained by multiplying on the Company Board equal to the product of (x) the total number of directors on the Company Board (after giving effect to the election of any increase in the number of additional directors pursuant to this Section 2.32.3(a)) by and (y) a fraction, the numerator of which is the number of Company Shares beneficially owned held by Parent and Merger Sub (after giving effect to the Company Shares purchased accepted for payment pursuant to the Offer) ), and the denominator of which is the total number of then outstanding Company Shares. Promptly following a request by Parent after the Acceptance TimeIn furtherance thereof, the Company shall take all action reasonably necessary to cause and the individuals so designated Company Board shall, after the purchase of and payment for Company Shares by Parent to be elected Merger Sub or appointed any of its Affiliates pursuant to the Company BoardOffer, including (at the election upon request of Parent) either by increasing Merger Sub, immediately increase the size of the Company Board or by seeking and accepting Board, secure the resignations of such number of then incumbent directors or remove such number of directors, or any combination of the foregoing as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board (the time that Parent’s designees are appointed or to be so elected to, and constitute a majority of, to the Company Board, and shall cause Parent’s designees to be so elected. In the “Appointment Time”)event that Parent requests the resignation of directors of the Company pursuant to the immediately preceding sentence, the Company shall request such directors of the Company to resign as may be designated by Parent in a writing delivered to the Company. From time to time after the Appointment TimeIn addition, the Company shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on: on (i) each committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company, Company and (iii) each committee of each such board of directors of each Subsidiary of the Company, in each case to the fullest extent permitted by all Laws, and specifically including the applicable rules of Nasdaq (the “Nasdaq Rules”)Legal Requirements. Promptly following a request by Parent after the Acceptance Time, the Company shall take all action necessary The Company’s obligations to elect appoint Parent’s designees to be treated as a “controlled company” as defined by Nasdaq Rule 5615(c) and make all necessary filings and disclosures associated with such status. After the Appointment Time, and prior to the Effective Time, the Company shall cause the Company Board to maintain at least 3 directors who are members of the Company Board immediately prior to such appointments by Parent (collectively, the “Continuing Directors” and each as a “Continuing Director”); provided, however, that if the number of Continuing Directors is reduced below 3 for any reason, the remaining Continuing Directors shall be entitled subject to elect or designate a person meeting the foregoing criteria to fill such vacancy who shall be deemed to be a Continuing Director for purposes Section 14(f) of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate 3 persons meeting the foregoing criteria to fill such vacancies, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. Each Continuing Director shall be an “independent director” as defined by Nasdaq Rule 5605 and eligible to serve on the Company’s audit committee under the Exchange Act and the Nasdaq Rules and at least 1 Continuing Director shall be an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K and the instructions theretoRule 14f-1 promulgated thereunder.

Composition of Company Board. Effective upon the initial acceptance for payment by Offer Closing and the automatic exercise of the Top-Up pursuant to Section 1.3(b)(i) (at which time Parent and Merger Sub will own at least 90% of the issued and outstanding Company Shares pursuant to the Offer (the “Acceptance Time”Common Stock), and from time to time at all times thereafter, Parent shall be entitled to designate up designate, from time to time, such number of members of the Company Board as will give Parent, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, representation equal to at least that number of directors, rounded up to the next whole number, that is the product of (i) the total number of directors (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (ii) the percentage that (A) the number of shares of Company Common Stock beneficially owned by Parent and its Subsidiaries (including shares of Company Common Stock accepted for payment pursuant to the Offer) bears to (B) the number of shares of the Company Common Stock then outstanding; provided, however, that if Parent’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least two Independent Directors. Subject to applicable Law, the Company shall promptly take all action requested by Parent necessary or desirable to effect any such election or appointment, including, at the election of Parent, (1) increasing the size of the Company Board (including by amending the Company By-laws if necessary to increase the size of the Company Board), (2) filling vacancies or newly created directorships on the Company Board equal and (3) obtaining the resignation of such number of its current directors as is, in each case, necessary to enable such designees to be so elected or appointed to the product Company Board in compliance with applicable Law (including, to the extent applicable prior to the Effective Time, Rule 10A-3 under the Exchange Act and the NYSE rules). After the Offer Closing, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) obtained by multiplying (x) the total number of directors on the Company Board (after giving effect to any increase in the number of directors pursuant to this Section 2.3) by (y) a fraction, the numerator of which is the number of Company Shares beneficially owned by Parent and Merger Sub (after giving effect to the Company Shares purchased pursuant to the Offer) and the denominator of which is the total number of then outstanding Company Shares. Promptly following a request by Parent after the Acceptance Time, the Company shall take all action reasonably necessary to cause the individuals so designated by Parent to be elected or appointed to the Company Board, including (at the election of Parent) either by increasing the size of the Company Board or by seeking and accepting the resignations of such number of then incumbent directors as is necessary to enable the individuals so designated by Parent to be elected or appointed to the Company Board (the time that Parent’s designees are appointed or elected to, and constitute a majority of, the Company Board, the “Appointment Time”). From time to time after the Appointment Time, the Company shall take all action necessary to cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) as is on the Company Board on: of (ix) each committee of the Company Board, except for any committee established to take action with respect to the subject matter of this Agreement, (iiy) each the board of directors of each Subsidiary of the Company, Company and (iiiz) each committee (or similar body) of each such board of directors of each Subsidiary of the Companyboard, in each case to the fullest extent permitted by all Lawsapplicable Law and the NYSE rules. The provisions of this Section 6.7(a) are in addition to and shall not limit any rights that Parent, and specifically including the applicable rules Merger Sub or any of Nasdaq (the “Nasdaq Rules”). Promptly following a request by Parent after the Acceptance Time, the Company shall take all action necessary to elect to be treated their respective Affiliates may have as a “controlled company” record holder or beneficial owner of shares of Company Common Stock as defined by Nasdaq Rule 5615(c) and make all necessary filings and disclosures associated a matter of applicable Law with such status. After the Appointment Time, and prior respect to the Effective Time, the Company shall cause the Company Board to maintain at least 3 election of directors who are members of the Company Board immediately prior to such appointments by Parent (collectively, the “Continuing Directors” and each as a “Continuing Director”); provided, however, that if the number of Continuing Directors is reduced below 3 for any reason, the remaining Continuing Directors shall be entitled to elect or designate a person meeting the foregoing criteria to fill such vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate 3 persons meeting the foregoing criteria to fill such vacancies, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. Each Continuing Director shall be an “independent director” as defined by Nasdaq Rule 5605 and eligible to serve on the Company’s audit committee under the Exchange Act and the Nasdaq Rules and at least 1 Continuing Director shall be an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K and the instructions theretootherwise.