definiens: ( and itscorrelative terms ) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act . TheCompany shall, upon Purchaser ’s request at any time following the purchase of and payment for Shares pursuant tothe Offer, take all such actions necessary to ( A ) appoint to the Board of Directors of the Company the individualsdesignated by Purchaser and permitted to be so designated by the first sentence of this Section 1.3(a ), including, butnot limited to, promptly filling vacancies or newly created directorships on the Board of Directors of the Company, promptly increasing the size of the Board of Directors of the Company ( including by amending the bylaws of theCompany if necessary so as to increase the size of the Board of Directors of the Company ) and/or promptly securingthe resignations of such number of its incumbent directors as are necessary or desirable to enable Purchaser’sdesignees to be so elected or designated to the Board of Directors of the Company, and ( B ) cause Purchaser’sdesignees to be so appointed at such time . The Company shall, upon Purchaser ’s request following the OfferAcceptance Time, also cause Persons elected or designated by Purchaser to constitute the same percentage ( roundedup to the next whole number ) as is on the Board of Directors of the Company of each committee of the Board ofDirectors of the Company to the extent permitted by applicable Legal Requirements and the NASDAQ MarketplaceRules . From and after the Offer Acceptance Time, the Company shall, at Parent ’s request, take all action necessary toelect to be treated as a as defined by NASDAQ Marketplace Rule 5615(c)(1 ) and make allnecessary filings and disclosures associated with such status . The Company ’s obligations under this Section 1.3(a)shall be subject to Section 14(f ) of the Exchange Act and Rule 14f-1 promulgated thereunder . The Company shallpromptly upon execution of this Agreement take all actions required pursuant to Section 14(f ) of the Exchange Actand Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a ), including mailing to stockholders(together with the Schedule 14D-9 ) the information required by Section 14(f ) of the Exchange Act and Rule 14f-1 asis necessary to enable Purchaser ’s designees to be elected or designated to the Board of Directors of the Company