The Company shall continue as a stand-alone business and autonomous business unit owned by Parent, with the same business name; provided , that (1) all Company systems (finance, accounting, human resources, benefits, payroll, legal contract administration, IP management, cash management, banking and other) shall be as fully integrated into, or replaced with, Parent’s systems as Parent may reasonably request from time to time, with at least the same cooperation from the Company and the Bonus Plan Participants as is required by Parent of any of its other Subsidiaries or any of its employees, (2) one or more designees of Parent will be the only members of the board of directors of the Company, and (3) the stand-alone operation and autonomy of the Company will be impacted by the covenants in this Section 3.1 and the Parent Protective Provisions (as defined below).