Common use of Board Resignations Clause in Contracts

Board Resignations. At or prior to the Acceptance Date, (1) the Company Board shall amend the bylaws of the Company to delete Section 3.2 of such bylaws in its entirety and to amend Section 8.1(i)(B) of such bylaws to read, in its entirety, “by resolution of the Board of Directors” (the “Specified Bylaw Amendments”); provided that Parent shall cause its designees on the Company Board to approve such amendments, and (2) the Company shall obtain the resignation of each of its current directors (other than Purchaser’s designees), effective as of the Acceptance Date, and take all other action necessary to cause Purchaser’s designees to be elected or appointed to the Company Board effective as of the Acceptance Date. The Company’s obligations to appoint Purchaser’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 thereunder. Subject to Purchaser’s obligations set forth in the last sentence of this Section 4.03, the Company shall use reasonable best efforts to promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 4.03, including mailing to stockholders the information required under Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected or appointed to the Company Board. Without limiting the foregoing, the Company shall (subject to the last sentence of this Section 4.03) file with the SEC and mail to stockholders of the Company no later than 10 calendar days prior to the Initial Expiration Date (unless a shorter period is permitted by the SEC) the information required under Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected or appointed to the Company Board. Parent shall supply to the Company any information with respect to itself and its designees, officers, directors and Affiliates to the extent required by Section 14(f) and Rule 14f-1 no later than 12:00 noon, New York time, on November 25, 2009.