Common use of Required Approvals of Continuing Directors Clause in Contracts

Required Approvals of Continuing Directors. Notwithstanding anything to the contrary set forth in this Agreement, in the event that Parent’s designees are elected or appointed to the Company Board prior to the Effective Time pursuant to Section 2.3(a) hereof, the approval of a majority of such Continuing Directors (or the sole Continuing Director if there shall be only one (1) Continuing Director) shall be required in order to (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, conditions, benefits or remedies under this Agreement, (iv) except as provided herein, amend or otherwise modify the Company’s certificate of incorporation or bylaws, (v) authorize or execute any Contract, or any amendment or modification of any Contract, between the Company or any of its Subsidiaries, on the one hand, and Parent, Merger Sub or any of their Affiliates on the other hand, or the termination of any such Agreement then in effect by the Company or any such Subsidiary or (vi) make any other determination or give any approval or authorization that is required to be taken or given by the Company Board with respect to any action to be taken or not to be taken by or on behalf of the Company relating to this Agreement or the transactions contemplated hereby, including the Offer and the Merger. Following the election or appointment of Parent’s designees pursuant to Section 2.3(a) and prior to the Effective Time, any actions with respect to the enforcement of this Agreement by the Company shall be effected only by and at the direction of a majority of the Continuing Directors (or the action of the sole Continuing Director if there shall only be one Continuing Director then in office), and any such authorization or direction shall constitute the authorization and direction of the full Company Board with respect thereto, 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, or for the Company to take, any such action.

Required Approvals of Continuing Directors. Notwithstanding anything to the contrary set forth in this Agreement, in following the event that Parent’s appointment or election of designees are elected or appointed of Merger Sub pursuant to the Company Board Section 1.5(a) and prior to the Effective Time pursuant to Section 2.3(a) hereofTime, the approval of a majority of such Continuing Directors (or the sole Continuing Director if there shall be only one (1) Continuing Director) shall be required in order to any (i) amendamendment or modification of this Agreement or the certificate of incorporation or bylaws of the Company or any Subsidiary, modify or terminate this Agreement, or agree or consent to any amendment, modification or (ii) termination of this Agreement, in any case on behalf of Agreement by the Company, (iiiii) extend extension by the Company of the time for the performance of, or waive, of any of the obligations or other acts of Parent or Merger Sub under this Agreementhereunder, (iiiiv) recommendation to the Company Stockholders or any modification or withdrawal of any such recommendation in connection with this Agreement or the transactions contemplated hereby, (v) exercise or waive waiver of any of the Company’s rights, conditions, benefits rights or remedies under this Agreementhereunder, (ivvi) except as provided hereinamendment, amend rescission, repeal or otherwise modify waiver of the Company’s certificate of incorporation or bylawsby-laws of the Company, (vvii) authorize authorization or execute execution of any Contractagreement, or of any amendment or of modification of any Contractagreement, between the Company or and any of its Subsidiaries, on the one hand, and Parent, Merger Sub or any of their Affiliates affiliates, on the other hand, or the termination (vii) other action of any such Agreement then in effect by the Company or any such Subsidiary or (vi) make any other determination or give any approval or authorization that is required to be taken or given by the Company Board under or in connection with respect to any action to be taken or not to be taken by or on behalf of the Company relating to this Agreement or the transactions contemplated hereby, including the Offer and the Merger, in each case, may be effected only if there are in office one or more Continuing Directors and such action is approved by a majority of the Continuing Directors. Following the appointment or election or appointment of Parent’s designees of Merger Sub pursuant to Section 2.3(a1.5(a) and prior to the Effective Time, any actions with respect to the enforcement of this Agreement by the Company shall be effected only by and at the direction of a majority of the Continuing Directors (or the action of the sole Continuing Director Director, if there shall only be one Continuing Director then in office), and any such authorization or direction shall constitute the authorization and direction of the full Company Board with respect thereto, 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, or for the Company to take, any such action.

Required Approvals of Continuing Directors. Notwithstanding anything to Following the contrary set forth in this Agreement, in the event that 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) hereofand until the Effective Time, the approval of a majority of such the directors of the Company then in office who were not designated by Parent (the “Continuing Directors Directors”) (or the approval of the sole Continuing Director if there shall be only one (1) Continuing Director) shall be required in order to authorize (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, conditions, benefits or remedies under this Agreement, (iv) except as provided herein, amend or otherwise modify the Company’s certificate of incorporation or bylaws, (v) authorize or execute any Contract, or any amendment or modification of any Contract, between the Company or any of its Subsidiaries, on the one hand, and Parent, Merger Sub or any of their Affiliates on the other hand, or the termination of any such Agreement then in effect by the Company or any such Subsidiary or (vi) make any other determination or give any approval or authorization that is required to be taken or given by the Company Board with respect to any action to be taken or not to be taken by or on behalf of the Company relating to this Agreement or the transactions contemplated hereby, including the Offer and the Merger. Following the election or appointment of Parent’s designees pursuant to Section 2.3(a) and prior to the Effective Time, any actions with respect to the enforcement of this Agreement by the Company shall be effected only by and at the direction of a majority of the Continuing Directors (or the action of the sole Continuing Director if there shall only be one Continuing Director then in office), and any such authorization or direction shall constitute the authorization and direction of the full Company Board with respect thereto, 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 material amendment or termination of this Agreement by the Company, (ii) any material extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub under this Agreement, or for (iii) any waiver of any of the Company’s rights hereunder or any other action that could adversely effect in any material respect the rights of the Company’s stockholders hereunder; provided that if there shall be no Continuing Directors as a result of such individuals’ deaths, disabilities, resignations or refusal to serve, then such actions may be effected by a majority vote of the Company Board. Following the election or appointment of Parent’s designees to the Company Board pursuant to Section 2.3(a) and until the Effective Time, any action by the Company to takeenforce any obligation of Parent or Merger Sub under this Agreement shall be effected only by the action of a majority of the Continuing Directors (or the approval of the sole Continuing Director if there shall be only one Continuing Director); provided that if there shall be no Continuing Directors as a result of such individuals’ deaths, any disabilities, resignations or refusal to serve, then such actionactions may be effected by a majority vote of the Company Board.

Required Approvals of Continuing Directors. Notwithstanding anything to Following the contrary set forth in this Agreement, in the event that 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(a2.5(a) hereofand until the Effective Time, the approval of a majority of such the Continuing Directors (or the approval of the sole Continuing Director if there shall only be only one (1) Continuing DirectorDirector then in office) shall be required in order to authorize (and such authorization shall constitute the authorization and direction of the full 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) the Company to: (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 Acquisition Sub under this Agreement, (iii) exercise or waive any of the Company’s rights, conditions, benefits or remedies rights under this Agreement, (iv) except as provided herein, amend or otherwise modify in any material respect the Company Certificate of Incorporation or Company By-Laws in any manner adverse to the Company’s certificate stockholders or the Company’s current or former officers or directors, or in any manner which would prevent or delay the consummation of incorporation the transactions contemplated hereby or bylawsthe stockholders receiving the Merger Consideration, or (v) authorize or execute any Contract, or any amendment or modification of any Contract, between the Company or any of its Subsidiaries, on the one hand, and Parent, Merger Sub or any of their Affiliates on the other hand, or the termination of any such Agreement then in effect by the Company or any such Subsidiary or (vi) make any other determination or give any approval or authorization that is required to be taken or given by the Company Board with respect to any action to be taken or not to be taken by or on behalf of the Company relating to this Agreement or the transactions contemplated hereby, including the Offer and the Merger. Following the election or appointment of Parent’s designees pursuant to Section 2.3(a2.5(a) and prior to the Effective Time, any actions with respect to the enforcement of this Agreement by the Company shall be effected only by and at the direction of a majority of the Continuing Directors (or the action of the sole Continuing Director if there shall only be one (1) Continuing Director then in office), and any such authorization or direction shall constitute the authorization and direction of the full Company Board with respect thereto, 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, or for the Company to take, any such action.

Required Approvals of Continuing Directors. Notwithstanding anything to the contrary set forth in this Agreement, in the event that Parent’s designees are elected or appointed to the Company Board prior to the Effective Time pursuant to Section 2.3(a1.4(a) hereof, the prior approval of a majority of such the Continuing Directors (or the approval of the sole Continuing Director if there shall only be only one (1) Continuing DirectorDirector then in office) shall be required in order to, prior to 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 Purchaser under this Agreement, (iii) exercise or waive any of the Company’s rights, conditions, benefits rights or remedies under this Agreement, (iv) except as provided herein, amend or otherwise modify the Company’s certificate Company Certificate of incorporation Incorporation or bylawsCompany Bylaws, or (v) authorize or execute any Contract, or any amendment or modification of any Contract, between the Company or any of its SubsidiariesCompany Subsidiary, on the one hand, and Parent, Merger Sub Purchaser or any of their Affiliates on the other hand, or the termination of any such Agreement agreement then in effect by the Company or any such Subsidiary or (vi) make any other determination or give any approval or authorization that is required to be taken or given by the Company Board with respect to any action to be taken or not to be taken by or on behalf of the Company relating to this Agreement or the transactions contemplated hereby, including the Offer and the MergerSubsidiary. Following the election or appointment of Parent’s designees pursuant to Section 2.3(a) 1.4(a), and prior to the Effective Time, any actions with respect to the enforcement of this Agreement by the Company shall be effected only by and at the direction of a majority of the Continuing Directors (or the action of the sole Continuing Director if there shall only be one (1) Continuing Director then in office), and any such authorization or direction shall constitute the authorization and direction of the full Company Board with respect thereto, 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, or for the Company to take, any such action. For purposes of considering any matter set forth in this Section 1.4(b), the Continuing Directors shall be permitted to meet without the presence of the other directors. The Continuing Directors shall have, and Parent shall cause the Continuing Directors to have, the authority to retain such counsel (which may include current counsel to the Company or the Company Board) and other advisors at the expense of the Company as determined by the Continuing Directors, and the authority, after the Acceptance Time but not on or after the Effective Time, to institute any action on behalf of the Company to enforce performance of this Agreement.

Required Approvals of Continuing Directors. Notwithstanding anything to the contrary set forth in this Agreement, in after the event that Parent’s designees are elected or appointed to the Company Board Appointment Time but prior to the Effective Time pursuant to Section 2.3(a) hereofTime, the approval of a majority of such Continuing Directors (or the sole Continuing Director if there shall be only one (1) Continuing Director) shall be required in order to (i) amend, modify amend or terminate this Agreement, or agree or consent to any amendment, modification amendment 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 Purchaser under this Agreement, (iii) exercise or waive any of the Company’s 's rights, conditions, benefits or remedies privileges under this AgreementAgreement if such action would adversely affect the interests of the Company Securityholders (other than Parent, Purchaser and their affiliates (other than the Company and its Subsidiaries)), or (iv) except as provided herein, amend or otherwise modify the Company’s certificate of incorporation or bylaws, (v) authorize or execute any Contract, or any amendment or modification of any Contract, between the Company or any of its Subsidiaries, on the one hand, and Parent, Merger Sub or any of their Affiliates on the other hand, or the termination of any such Agreement then in effect by the Company or any such Subsidiary or (vi) make any other determination or give any approval or authorization that is required to be taken or given by the Company Board with respect to any action to be taken or not to be taken by or on behalf of the Company relating to this Agreement or the transactions contemplated hereby, including the Offer and the Merger. Following , if such action would adversely affect the election interests of the Company Securityholders (other than Parent, Purchaser and their affiliates (other than the Company and its Subsidiaries)); or appointment (v) approve any other action by the Company which is reasonably likely to materially and adversely affect the interests of the Company Securityholders (other than Parent’s designees pursuant to Section 2.3(a, Purchaser and their affiliates (other than the Company and its Subsidiaries) and prior to the Effective Time, any actions with respect to the enforcement transactions contemplated by this Agreement. Without limitation, any decrease in the amount of this Agreement by Merger Consideration or any change in the form of Merger Consideration shall be deemed to materially and adversely affect the interests of the Company shall be effected only by Securityholders (other than Parent, Purchaser and at the direction of a majority of the Continuing Directors their affiliates (or the action of the sole Continuing Director if there shall only be one Continuing Director then in office), and any such authorization or direction shall constitute the authorization and direction of the full Company Board with respect thereto, 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, or for than the Company to take, any such actionand its Subsidiaries)).

Required Approvals of Continuing Directors. Notwithstanding anything to the contrary set forth in this Agreement, in the 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, the prior approval of a majority of such the Continuing Directors (or the approval of the sole Continuing Director if there shall only be only one (1) Continuing DirectorDirector then in office) shall be required in order to, prior to 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, conditions, benefits or remedies rights under this Agreement, (iv) except as provided herein, amend or otherwise modify in any material respect the Company’s certificate Company Articles of incorporation Incorporation or bylawsCompany Bylaws, (v) authorize or execute any material Contract, or any material amendment or material modification of any Contract, between the Company or any of its SubsidiariesCompany Subsidiary, on the one hand, and Parent, Merger Sub or any of their Affiliates on the other hand, or the termination of any such Agreement material Contract then in effect by the Company or any such Company Subsidiary or (vi) make any other determination or give any approval or authorization that is required to be taken or given by the Company Board with respect to any action to be taken or not to be taken by or on behalf of the Company relating to this Agreement or the transactions contemplated hereby, including the Offer and the Merger. Following the election or appointment of Parent’s designees pursuant to Section 2.3(a2.4(a) and prior to the Effective Time, any actions with respect to the enforcement of this Agreement by the Company shall be effected only by and at the direction of a majority of the Continuing Directors (or the action of the sole Continuing Director if there shall only be one (1) Continuing Director then in office), and any such authorization or direction shall constitute the authorization and direction of the full Company Board with respect thereto, 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, or for the Company to take, any such action.

Required Approvals of Continuing Directors. Notwithstanding anything to the contrary set forth in this Agreement, in the event that Parent’s designees are elected or appointed to the Company Board prior to the Effective Time pursuant to Section 2.3(a) hereof, the approval of a majority of such Continuing Directors (or the sole Continuing Director if there shall be only one (1) Continuing Director) shall be required in order to (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, conditions, benefits or remedies under this Agreement, (iv) except as provided herein, amend or otherwise modify the Company’s certificate articles of incorporation or bylaws, (v) authorize or execute any Contract, or any amendment or modification of any Contract, between the Company or any of its Subsidiaries, on the one hand, and Parent, Merger Sub or any of their Affiliates on the other hand, or the termination of any such Agreement then in effect by the Company or any such Subsidiary or (vi) make any other determination or give any approval or authorization that is required to be taken or given by the Company Board with respect to any action to be taken or not to be taken by or on behalf of the Company relating to this Agreement or the transactions contemplated hereby, including the Offer and the Merger. Following the election or appointment of Parent’s designees pursuant to Section 2.3(a) and prior to the Effective Time, any actions with respect to the enforcement of this Agreement by the Company shall be effected only by and at the direction of a majority of the Continuing Directors (or the action of the sole Continuing Director if there shall only be one Continuing Director then in office), and any such authorization or direction shall constitute the authorization and direction of the full Company Board with respect thereto, 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, or for the Company to take, any such action.