Common use of Required Approvals of Continuing Directors Clause in Contracts

Required Approvals of Continuing Directors. 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 Merger 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 other action to be taken or not to be taken on behalf of the Company in connection with this Agreement; and (vi) except as provided herein, to amend the governing documents of the Company. 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, and shall have the authority, after the 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. Following Notwithstanding anything to the election or appointment of 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(a2.03(a), the prior approval of the Continuing Directors (or the approval of the sole Continuing Director if there shall only be one Continuing Director then in office) and until 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 under this Agreement, or (iv) amend or otherwise modify in any material respect the Company Certificate or Company Bylaws, 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 approval of by a majority of the Continuing Directors (or the sole Continuing Director if there shall only be required to authorize (and such authorization shall one Continuing Director then in office) 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 Merger 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 other action to be taken or not to be taken on behalf of the Company in connection with this Agreement; and (vi) except as provided herein, to amend the governing documents of the Company. 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, and shall have the authority, after the Acceptance 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. Following Notwithstanding anything to the election or appointment of 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) and until the Effective Timehereof, the approval of a majority of the Continuing Directors (or the sole Continuing Director if for any reason 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 Merger 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) make any other determination 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. The Continuing Directors, as a group, shall be entitled to retain one (1) independent legal counsel to advise them in connection with this Agreement; and (vi) except as provided herein, to amend the governing documents of the Company. 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, and shall have the authority, after the Acceptance Time, to institute any action on behalf of the Company to enforce the performance of this Agreement their duties and roles as directors, and all reasonable fees and costs of any such legal counsel shall be paid in accordance with its termsfull by the Company when due.