definiens: means any amendment or termination of this Agreement by the Company, any extension by the Companyof the time for the performance of any of the obligations or other acts of Parent or Purchaser hereunder, or any waiver of anycondition to the Company ’s obligations or rights hereunder, if such amendment, termination, extension or waiver would bereasonably likely to have an adverse effect on the stockholders of the Company other than Purchaser or its affiliates . Forpurposes of this Section 1.3, the term means any directors of the Company then serving, if any, whoare directors as of the date hereof . Notwithstanding the provisions of this Section 1.3, the parties hereto shall use theirrespective reasonable best efforts to ensure that at least two of the members of the Company Board shall, at all times prior tothe Effective Time, be Continuing Directors, provided that, if there shall be in office fewer than two Continuing Directors forany reason, the parties shall use their reasonable best efforts to cause the Company Board to cause the person designated bythe remaining Continuing Director to fill such vacancy, which person shall be deemed to be a Continuing Director for allpurposes of this Agreement . If no Continuing Directors then remain, the other directors of the Company then in office shalldesignate two persons to fill such vacancies who will not be directors, officers, employees or affiliates of Parent or Purchaser, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement . The Company Board shallnot delegate any Adverse Matter to any committee of the Company Board unless such committee consists only of ContinuingDirectors