definiens: ( and its correlative terms ) shall have the meaning assigned to such term in Rule 13d-3 underthe Exchange Act . The Company and the Board of Directors of the Company shall, upon Purchaser ’s request at anytime following the purchase of and payment for Shares pursuant to the Offer, take all such actions necessary to(A ) appoint to the Board of Directors of the Company the individuals designated by Purchaser and permitted to be sodesignated by the first sentence of this Section 1.3(a ), including promptly filling vacancies or newly createddirectorships on the Board of Directors of the Company, promptly increasing the size of the Board of Directors of theCompany ( including by amending the bylaws of the Company if necessary so as to increase the size of the Board ofDirectors of the Company ) and/or promptly securing the resignations of such number of its incumbent directors as arenecessary or desirable to enable Purchaser ’s designees to be so elected or designated to the Board of Directors ofthe Company, and ( B ) cause Purchaser ’s designees to be so appointed at such time . The Company shall, uponPurchaser ’s request following the Offer Acceptance Time, also cause Persons elected or designated by Purchaser toconstitute the same percentage ( rounded up to the next whole 7number ) as is on the Board of Directors of the Company of each committee of the Board of Directors of the Companyto the extent permitted by applicable Legal Requirements and the NASDAQ Marketplace Rules . From and after theOffer Acceptance Time, the Company shall, at Parent ’s request, take all action necessary to elect to be treated as a as defined by NASDAQ Marketplace Rule 5615(c)(1 ) and make all necessary filings anddisclosures associated with such status . The Company ’s obligations under this Section 1.3(a ) shall be subject toSection 14(f ) of the Exchange Act and Rule 14f - l promulgated thereunder . The Company shall promptly uponexecution of this Agreement take all actions required pursuant to Section 14(f ) of the Exchange Act and Rule 14f - l inorder to fulfill its obligations under this Section 1.3(a ), including mailing to stockholders ( together with the Schedule14D-9 ) the information required by Section 14(f ) of the Exchange Act and Rule 14f - l as is necessary to enablePurchaser ’s designees to be elected or designated to the Board of Directors of the Company . Purchaser shall supplythe Company with, and be solely responsible for, information with respect to Purchaser ’s designees and Parent ’s andPurchaser ’s respective officers, directors and Affiliates to the extent required by Section 14(f ) of the Exchange Actand Rule 14f - l. The provisions of this Section 1.3(a ) are in addition to and shall not limit any rights that any ofPurchaser, Parent or any of their respective Subsidiaries may have as a record holder or beneficial owner of Sharesas a matter of applicable Legal Requirements with respect to the election of directors or otherwise