Extract to table

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: Section 1

The minutes of any such meeting shall reflect Dr

Hale's departure and return, and the Corporate Secretary shall maintain a log of all such instances

Hale shall abstain from voting on any resolution, motion, consent, or other action of the Board of Directors relating in whole or in part to the Proposed Transaction

1 shall not be counted as a vote cast either for or against any such resolution, and the abstention shall not affect the determination of whether the requisite number of votes has been obtained for approval of such resolution

Quorum for any meeting of the Board of Directors at which the Proposed Transaction is considered shall be determined in accordance with the Company's Amended and Restated Bylaws and the applicable provisions of the DGCL, and Dr