Common use of Required Approvals of Continuing Directors Clause in Contracts

Required Approvals of Continuing Directors. Notwithstanding anything in this Agreement to the contrary, following the election or appointment of Parent’s designees to the Company Board pursuant to Section 2.3(a) and until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) any amendment or termination of this Agreement on behalf of the Company, (ii) any amendment of this Agreement requiring action by the Company Board, (iii) any extension of time for performance of any obligation or action hereunder by Parent or Acquisition Sub, (iv) any exercise, enforcement or waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, (v) any amendment of the certificate of incorporation or bylaws of the Company that would adversely affect the Company Stockholders, and (vi) any other action to be taken or not to be taken on behalf of the Company under or in connection with this Agreement or the transactions contemplated hereby; provided, however, that following the Appointment Time, Parent may cause its designees elected or appointed pursuant to Section 2.3(a) to withdraw or modify any Company Board Recommendation Change that may have been made prior to such time without the approval of the majority of the Continuing Directors. The Continuing Directors shall have the authority to retain counsel (which may include current counsel to the Company) at the expense of the Company for the purpose of fulfilling their obligations hereunder, and shall have the authority, after the Appointment Time, to institute any action on behalf of the Company to enforce the performance of this Agreement in accordance with its terms.

Required Approvals of Continuing Directors. Notwithstanding anything in this Agreement to the contrary, following the election or appointment of Parent’s designees to the Company Board pursuant to Section 2.3(a) and until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) any amendment or termination of this Agreement on behalf of the Company, (ii) any amendment of this Agreement requiring action by the Company Board, (iii) any extension of time for performance of any obligation or action hereunder by Parent or Acquisition Sub, (iv) any exercise, enforcement or waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, (v) any amendment of the certificate of incorporation or bylaws of the Company that would adversely affect the Company Stockholders, and (vi) any other action (including any determination, approval or authorization) to be taken or not to be taken on behalf of the Company under or in connection with this Agreement or the transactions contemplated hereby; provided, provided however, that following the Appointment Acceptance Time, Parent may cause its designees elected or appointed pursuant to Section 2.3(a) to withdraw or modify any Company Board Recommendation Change that may have been made prior to such time without the approval of the majority of the Continuing Directors. The Continuing Directors shall have the authority to retain counsel (which may include current counsel to the Company) at the expense of the Company for the purpose of fulfilling their obligations hereunder, and shall have the authority, after the Appointment Acceptance Time, to institute any action on behalf of the Company to enforce the performance of this Agreement in accordance with its terms.

Required Approvals of Continuing Directors. Notwithstanding anything to the contrary set forth in this Agreement to Agreement, in the contrary, following event that the election or appointment of Parent’s designees are elected or appointed to the Company Board prior to the Effective Time pursuant to Section 2.3(a) and until the Effective Time1.3(a), the approval of a majority of the such Continuing Directors (or the sole Continuing Director if there shall be only one (1) Continuing Director) shall be required in order to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) amend, modify or terminate this Agreement, or agree or consent to any amendment amendment, modification or termination of this Agreement Agreement, in any case on behalf of the Company, (ii) extend the time for performance of, or waive, any amendment of the obligations or other acts of the Parent or the Purchaser under this Agreement requiring action by the Company BoardAgreement, (iii) waive or exercise any extension of time for performance of any obligation or action hereunder by Parent or Acquisition Subthe Company’s rights under this Agreement, (iv) waive any exercisecondition to the Company’s obligations under this Agreement, enforcement (v) amend the Company Charter or waiver of compliance with Company Bylaws, (vi) authorize any agreement between the Company or any of the agreements or conditions contained herein for the benefit Subsidiaries of the Company, (v) any amendment of on the certificate of incorporation or bylaws of the Company that would adversely affect the Company Stockholdersone hand, and the Parent, the Purchaser or any of their Affiliates, on the other hand, or (vivii) make any other determination with respect to any action to be taken or not to be taken by or on behalf of the Company under or in connection with relating to this Agreement or the transactions contemplated hereby; providedTransactions. For purposes of considering any matter set forth in this Section 1.3(c), however, that following the Appointment Time, Parent may cause its designees elected or appointed pursuant Continuing Directors shall be permitted to Section 2.3(a) to withdraw or modify any Company Board Recommendation Change that may have been made prior to such time meet without the approval presence of the majority of the Continuing Directorsother directors. The Continuing Directors shall have the authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of the Company for as determined by the purpose of fulfilling their obligations hereunder, Continuing Directors and shall have the authority, after the Appointment Time, authority to institute any action on behalf of the Company to enforce the performance of this Agreement in accordance with its termsor any of the Company’s rights hereunder.

Required Approvals of Continuing Directors. Notwithstanding anything to the contrary set forth in this Agreement to Agreement, in the contrary, following the election or appointment of event that Parent’s designees are elected or appointed to the Company Board prior to the Effective Time pursuant to Section 2.3(a1.3(a) hereof and until the Effective Timethere shall be any Continuing Directors, the approval of a majority of the such Continuing Directors (or the sole Continuing Director if there shall be only one (1) Continuing Director) shall be required in order to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) amend or terminate this Agreement, or agree or consent to any amendment or termination of this Agreement Agreement, in any case on behalf of the Company, (ii) any amendment amend the Company’s Restated Articles of this Agreement requiring action by the Company BoardOrganization, (iii) any extension of time for performance of any obligation or action hereunder by Parent or Acquisition Subchange the Company Board Recommendation, (iv) any exerciseextend the time for performance of, enforcement or waiver of compliance with waive, any of the agreements obligations or conditions contained herein for the benefit other acts of the CompanyParent or Merger Sub under this Agreement, (v) waive any amendment of the certificate of incorporation Company’s rights under this Agreement or bylaws of the Company that would adversely affect the Company Stockholders, and (vi) make any other determination with respect to any action to be taken or not to be taken by or on behalf of the Company under or in connection with relating to this Agreement or the transactions contemplated hereby; provided, howeverincluding the Offer and the Merger. In the event that there are no Continuing Directors or if the foregoing provisions of this Section 1.3(c) are invalid or incapable of being enforced under Applicable Law, that following the Appointment Time, then neither Parent may cause its designees elected nor Merger Sub shall take or appointed pursuant to Section 2.3(a) to withdraw or modify approve any Company Board Recommendation Change that may have been made prior to such time without the approval of the majority actions referenced in clauses (i)-(vi) of the Continuing Directors. The Continuing Directors shall have the authority to retain counsel (which may include current counsel to the Company) at the expense of the Company for the purpose of fulfilling their obligations hereunderpreceding sentence, and shall have the authority, after the Appointment Time, to institute any action on behalf of the Company to enforce the performance of this Agreement in accordance with its termsinclusive.

Required Approvals of Continuing Directors. Notwithstanding anything to the contrary set forth in this Agreement to Agreement, in the contrary, following event that the election or appointment of Parent’s designees are elected or appointed to the Company Board prior to the Effective Time pursuant to Section 2.3(a) and until the Effective Time1.3(a), the approval of a majority of the such Continuing Directors (or the sole Continuing Director if there shall be only one (1) Continuing Director) shall be required in order to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) amend, modify or terminate this Agreement, or agree or consent to any amendment amendment, modification or termination of this Agreement Agreement, in any case on behalf of the Company, (ii) extend the time for performance of, or waive, any amendment of the obligations or other acts of the Parent or the Purchaser under this Agreement requiring action by the Company BoardAgreement, (iii) waive or exercise any extension of time for performance of any obligation or action hereunder by Parent or Acquisition Subthe Company’s rights under this Agreement, (iv) waive any exercise, enforcement or waiver of compliance with any of the agreements or conditions contained herein for the benefit of condition to the Company’s obligations under this Agreement, (v) any amendment of the certificate of incorporation or bylaws of amend the Company that would adversely affect the Charter or Company StockholdersBylaws, and (vi) authorize any agreement between the Company or its Subsidiary, on the one hand, and the Parent, the Purchaser or any of their Affiliates, on the other hand, or (vii) make any other determination with respect to any action to be taken or not to be taken by or on behalf of the Company under or in connection with relating to this Agreement or the transactions contemplated hereby; providedTransactions. For purposes of considering any matter set forth in this Section 1.3(c), however, that following the Appointment Time, Parent may cause its designees elected or appointed pursuant Continuing Directors shall be permitted to Section 2.3(a) to withdraw or modify any Company Board Recommendation Change that may have been made prior to such time meet without the approval presence of the majority of the Continuing Directorsother directors. The Continuing Directors shall have the authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of the Company for as determined by the purpose of fulfilling their obligations hereunder, Continuing Directors and shall have the authority, after the Appointment Time, authority to institute any action on behalf of the Company to enforce the performance of this Agreement in accordance with its termsor any of the Company’s rights hereunder.

Required Approvals of Continuing Directors. Notwithstanding anything in this Agreement to the contrary, following the election or appointment of Parent’s designees to the Company Board pursuant to Section 2.3(a) and until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (and and, to the extent permitted under applicable Law, such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) any amendment or termination of this Agreement on behalf of the Company, (ii) any amendment of this Agreement requiring action by the Company Board, (iii) any extension of time for performance of any obligation or action hereunder by Parent or Acquisition Sub, (iv) any exercise, enforcement or waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, (v) any amendment of the certificate of incorporation or bylaws of the Company that would adversely affect the Company Stockholders, and (vi) any other action (including any determination, approval or authorization) to be taken or not to be taken on behalf of the Company under or in connection with this Agreement or the transactions contemplated hereby; provided, provided however, that following the Appointment Acceptance Time, Parent may cause its designees elected or appointed pursuant to Section 2.3(a) to withdraw or modify any Company Board Recommendation Change that may have been made prior to such time without the approval of the majority of the Continuing Directors. The Continuing Directors shall have the authority to retain counsel (which may include current counsel to the Company) at the expense of the Company for the purpose of fulfilling their obligations hereunder, and shall have the authority, after the Appointment Acceptance Time, to institute any action on behalf of the Company to enforce the performance of this Agreement in accordance with its terms.

Required Approvals of Continuing Directors. Notwithstanding anything in this Agreement to the contrary, following the election or appointment of Parent’s designees to the Company Board pursuant to Section 2.3(a) and until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) any amendment or termination of this Agreement on behalf of the Company, (ii) any amendment of this Agreement requiring action by the Company Board, (iii) any extension of time for performance of any obligation or action hereunder by Parent or Acquisition Sub, (iv) any exercise, enforcement or waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, (v) any amendment of the certificate of incorporation or bylaws of the Company that would adversely affect the Company Stockholders, and (vi) any other action to be taken or not to be taken on behalf of the Company under or in connection with this Agreement or the transactions contemplated hereby; provided, provided however, that following the Appointment Time, Parent may cause its designees elected or appointed pursuant to Section 2.3(a) to withdraw or modify any Company Board Recommendation Change that may have been made prior to such time without the approval of the majority of the Continuing Directors. The Continuing Directors shall have the authority to retain counsel (which may include current counsel to the Company) at the reasonable expense of the Company for the purpose of fulfilling their obligations hereunder, and shall have the authority, after the Appointment Time, to institute any action on behalf of the Company to enforce the performance of this Agreement in accordance with its terms.

Required Approvals of Continuing Directors. Notwithstanding anything to the contrary set forth in this Agreement to Agreement, in the contrary, following the election or appointment of event that Parent’s designees are elected or appointed to the Company Board prior to the Effective Time pursuant to Section 2.3(a) and until the Effective Time2.03(a), the prior approval of a majority of the Continuing Directors (or the approval of the sole Continuing Director if there shall only be one Continuing Director then in office) shall be required in order to, prior to authorize the Effective Time, (i) amend, modify or terminate this Agreement, or agree or consent to any amendment, modification or termination of this Agreement, in any case on behalf of the Company, (ii) extend the time for performance of, or waive, any of the obligations or other acts of Parent or Merger Sub under this Agreement, (iii) exercise or waive any of the Company’s rights under this Agreement, or (iv) amend or otherwise modify in any material respect the Company Articles or Company By-Laws, in each case if such action would adversely affect, or reasonably would be expected to adversely affect, the holders of Shares (other than Parent or Merger Sub), and such authorization approval by a majority of the Continuing Directors (or the sole Continuing Director if there shall only be one Continuing Director then in office) shall constitute the authorization of the full Company Board with respect to the action so approved, and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) any amendment , or termination of this Agreement on behalf of the Company, (ii) any amendment of this Agreement requiring action by the Company Board, (iii) any extension of time for performance of any obligation or action hereunder by Parent or Acquisition Sub, (iv) any exercise, enforcement or waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, (v) any amendment of the certificate of incorporation or bylaws of the Company that would adversely affect the Company Stockholders, and (vi) any other action to be taken or not to be taken on behalf of the Company under or in connection with this Agreement or the transactions contemplated hereby; provided, however, that following the Appointment Time, Parent may cause its designees elected or appointed pursuant to Section 2.3(a) to withdraw or modify any Company Board Recommendation Change that may have been made prior to such time without the approval of the majority of the Continuing Directors. The Continuing Directors shall have the authority to retain counsel (which may include current counsel to the Company) at the expense of the Company for the purpose of fulfilling their obligations hereunder, and shall have the authority, after the Appointment Time, to institute any action on behalf of the Company to enforce the performance of this Agreement in accordance with its termstake, such action.

Required Approvals of Continuing Directors. Notwithstanding anything to the contrary set forth in this Agreement to Agreement, in the contrary, following the election or appointment of event that Parent’s designees are elected or appointed to the Company Board prior to the Effective Time pursuant to Section 2.3(a2.4(a) hereof and until the Effective Timethere shall be any Continuing Directors, the approval of a majority of the such Continuing Directors (or the sole Continuing Director if there shall be only one (1) Continuing Director) shall be required in order to, prior to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the CompanyEffective Time, including any action by any other director of the Company, shall be required to authorize) (i) amend or terminate this Agreement, or agree or consent to any amendment or termination of this Agreement Agreement, in any case on behalf of the Company, (ii) extend the time for performance of, or waive, any amendment of the obligations or other acts of Parent or Merger Sub under this Agreement requiring action by the Company BoardAgreement, (iii) waive any extension of time for performance of any obligation the Company’s rights under this Agreement, or action hereunder by Parent or Acquisition Sub, (iv) any exercise, enforcement or waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, (v) any amendment of the certificate of incorporation or bylaws of the Company that would adversely affect the Company Stockholders, and (vi) make any other determination with respect to any action to be taken or not to be taken by or on behalf of the Company under or in connection with relating to this Agreement or the transactions contemplated hereby; provided, however, that following including the Appointment Time, Parent may cause its designees elected or appointed pursuant Offer and the Merger. If asked to Section 2.3(a) to withdraw or modify take any Company Board Recommendation Change that may have been made prior to such time without the approval of the majority actions or to perform any of the Continuing Directors. The duties set forth in this Section 2.4(d), and with respect to any transactions where Parent has or reasonably may be deemed to have interests that are materially different from or in addition to the interests of the non-affiliate holders of Common Stock, the Continuing Directors shall will have the authority to retain counsel (which may include current counsel to the Company) at the expense of the Company for one firm of independent counsel and other advisors as are reasonably appropriate to the purpose exercise and discharge of fulfilling their fiduciary and other duties and their obligations hereunderunder this Agreement. In addition, and shall have the authority, after approval of the Appointment Time, Continuing Directors will be the only approval of the Company Board necessary to institute any action on behalf of by the Company to enforce the performance of this Agreement in accordance with its termsand the Continuing Directors are hereby authorized to do so.

Required Approvals of Continuing Directors. Notwithstanding anything to the contrary set forth in this Agreement to Agreement, in the contrary, following the election or appointment of event that Parent’s designees are elected or appointed to the Company Board prior to the Effective Time pursuant to Section 2.3(a2.4(a) hereof and until the Effective Timethere shall be any Continuing Directors, the approval of a majority of the such Continuing Directors (or the sole Continuing Director if there shall be only one (1) Continuing Director) shall be required in order to, prior to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the CompanyEffective Time, including any action by any other director of the Company, shall be required to authorize) (i) amend or terminate this Agreement, or agree or consent to any amendment or termination of this Agreement Agreement, in any case on behalf of the Company, (ii) extend the time for performance of, or waive, any amendment of the obligations or other acts of Parent or Merger Sub under this Agreement requiring action by the Company BoardAgreement, (iii) waive any extension of time for performance of any obligation the Company’s rights under this Agreement, or action hereunder by Parent or Acquisition Sub, (iv) any exercise, enforcement or waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, (v) any amendment of the certificate of incorporation or bylaws of the Company that would adversely affect the Company Stockholders, and (vi) make any other determination with respect to any action to be taken or not to be taken by or on behalf of the Company under or in connection with relating to this Agreement or the transactions contemplated hereby; provided, howeverincluding the Offer and the Merger. To the extent permitted under applicable Law, that following until the Appointment Effective Time, Parent may cause its designees elected or appointed pursuant to Section 2.3(a(x) to withdraw or modify any Company Board Recommendation Change that may have been made prior to such time without the approval of any of the foregoing actions by a majority of the Continuing Directors. The Continuing Directors shall have constitute the authority to retain counsel (which may include current counsel to the Company) at the expense valid authorization of the Company for Board with respect to such action (provided that all other requirements under the purpose Company Certificate of fulfilling their obligations hereunderIncorporation and Company Bylaws and under applicable Law are satisfied) and (y) in addition to any requirements under the Company Certificate of Incorporation and Company Bylaws, and shall have the authority, after the Appointment Time, to institute any action on behalf quorum of the Company Board for the purposes of any meeting thereof or transacting of business thereby with respect to enforce the performance approval of this Agreement in accordance with its termsany of the foregoing actions shall be deemed to require the attendance of at least one (1) Continuing Director.

Required Approvals of Continuing Directors. Notwithstanding anything in this Agreement to the contrary, following the election or appointment of Parent’s designees to the Company Board pursuant to Section 2.3(a) and until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (and and, to the extent permitted under applicable Law, such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) any amendment or termination of this Agreement on behalf of the Company, (ii) any amendment of this Agreement requiring action by the Company Board, (iii) any extension of time for performance of any obligation or action hereunder by Parent or Acquisition Sub, (iv) any exercise, enforcement or waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, (v) any amendment of the certificate of incorporation or bylaws of the Company to effect or permit the Company to comply with its obligations hereunder that would adversely affect the Company Stockholders, Stockholders and (vi) any other action (including any determination, approval or authorization) to be taken or not to be taken on behalf of the Company under or in connection with this Agreement or the transactions contemplated hereby; provided, however, that following the Appointment Acceptance Time, Parent may cause its designees elected or appointed pursuant to Section 2.3(a) to withdraw or modify any Company Board Recommendation Change that may have been made prior to such time without the approval of the majority of the Continuing Directors. The Continuing Directors shall have the authority to retain counsel (which may include current counsel to the Company) at the expense of the Company for the purpose of fulfilling their obligations hereunder, and shall have the authority, after the Appointment Acceptance Time, to institute any action on behalf of the Company to enforce the performance of this Agreement in accordance with its terms.

Required Approvals of Continuing Directors. Notwithstanding anything in this Agreement to the contrary, following the election or appointment of Parent’s designees to the Company Board pursuant to Section 2.3(a) and until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) any amendment or termination of this Agreement on behalf of the Company, (ii) any amendment of this Agreement requiring action by the Company Board, (iii) any extension of time for performance of any obligation or action hereunder by Parent or Acquisition Sub, (iv) any exercise, enforcement or waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, Company and (v) any amendment of the certificate of incorporation or bylaws of the Company that would adversely affect the Company Stockholders, and (vi) any other action to be taken or not to be taken on behalf of the Company under or in connection with this Agreement or the transactions contemplated hereby; provided, provided however, that following the Appointment Time, Parent may cause its designees elected or appointed pursuant to Section 2.3(a) to withdraw or modify any Company Board Recommendation Change that may have been made prior to such time without the approval of the majority of the Continuing DirectorsChange. The Continuing Directors shall have the authority to retain counsel (which may include current counsel to the Company) at the expense of the Company for the purpose of fulfilling their obligations hereunder, and shall have the authority, after the Appointment Time but prior to the Effective Time, to institute any action on behalf of the Company to enforce the performance of this Agreement in accordance with its terms.