Common use of Board Representation; Committees Clause in Contracts

Board Representation; Committees. (a) The Company agrees that MSVP III Fund shall have the right to cause the Company to include, as a nominee for the Company's Board of Directors recommended by the Board, a number of Directors (rounded down to the next whole number if the fraction referred to below is less than one-half or, if otherwise, rounded up to the next whole number) that is equal to the product of the total number of Directors on the Board of Directors times a fraction the numerator of which is the aggregate number of Voting Securities owned by the Funds (assuming conversion of securities convertible into or exercisable or exchangeable for Voting Securities) and the denominator of which is the total number of Voting Securities outstanding; provided that notwithstanding the foregoing, if the Funds beneficially own less than 5% of the outstanding Voting Securities, MSVP III Fund shall no longer have the right to designate any nominee for election to the Company's Board of Directors (the "Fund Nominees"). (b) The Company agrees to use its best efforts to increase the size of the Board of Directors of the Company promptly after Closing by the number of Directors as determined pursuant to Section 8.1(a) and shall appoint as Directors of the Company (with a term expiring at the following annual meeting of the Company's stockholders) such persons designated by MSVP III

Board Representation; Committees. (a) The Company agrees that MSVP III Fund shall have the right to cause the Company to include, as a nominee for the Company's Board of Directors recommended by the Board, a number of Directors (rounded down to the next whole number if the fraction referred to below is less than one-half or, if otherwise, rounded up to the next whole number) that is equal to the product of the total number of Directors on the Board of Directors times a fraction the numerator of which is the aggregate number of Voting Securities owned by the Funds (assuming conversion of securities convertible into or exercisable or exchangeable for Voting Securities) and the denominator of which is the total number of Voting Securities outstanding; provided that notwithstanding the foregoing, if the Funds beneficially own less than 5% of the outstanding Voting Securities, MSVP III Fund shall no longer have the right to designate any nominee for election to the Company's Board of Directors (the "Fund Nominees"). (b) The Company agrees to use its best efforts to increase the size of the Board of Directors of the Company promptly after Closing by the number of Directors as determined pursuant to Section 8.1(a8.01(a) and shall appoint as Directors of the Company (with a term expiring at the following annual meeting of the Company's stockholders) such persons designated by MSVP IIIIII Fund.