2018 Annual Meeting. The Company agrees that it shall take all actions as are necessary (including, without limitation, calling a special meeting of the Board to approve all actions contemplated hereby), effective immediately following the execution of this Agreement, to (i) cause the Board to increase the size of its membership from six (6) to eight (8) members; and (ii) appoint each of the New Directors to the Board for a term expiring at the 2018 Annual Meeting and until each of their respective successors is duly elected and qualified. The Company also agrees that it shall take all action as is necessary (including, without limitation, calling a special meeting of the Board to approve all actions contemplated hereby), to cause the slate of eight (8) nominees recommended by the Board and standing for election at the 2018 Annual Meeting to include (x) the following six (6) incumbent members of the Board: Xxxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Xx., Xxxxx X. Xxxx, Xxxxx X. Xxx, Xxxxx X. Xxxx, and Xxxxx Xxxxxxxxx (the “Incumbent Slate”) and (y) the two (2) New Directors (collectively, with the Incumbent Slate, the “2018 Nominees”), such that a total of eight (8) directors are to be elected at the 2018 Annual Meeting. The Company specifically agrees to: (i) nominate each of the 2018 Nominees for election at the 2018 Annual Meeting as a director of the Company with a term expiring at the 2019 Annual Meeting and until each of their respective successors is duly elected and qualified; (ii) recommend to the Company’s stockholders each of the 2018 Nominees for election as directors of the Company at the 2018 Annual Meeting with a term expiring at the 2019 Annual Meeting and until each of their respective successors is duly elected and qualified; (iii) cause the Company to support, and solicit proxies for, the election of each of the New Directors in substantially the same manner as the Company supports and solicits proxies for the election of each of the members of the Incumbent Slate at the 2018 Annual Meeting; and (iv) cause all proxies received by the Company that provide stockholders with the opportunity to vote for all of the 2018 Nominees to be voted at the 2018 Annual Meeting in the manner specified by such proxies.
2018 Annual Meeting. The Company shall include the Class I Designee (or his or her replacement pursuant to paragraph 4 hereof) on its slate for election as directors of the Company at the Company’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) and shall use its reasonable best efforts (which shall include the solicitation of proxies) to cause the election of the Class I Designee at the 2018 Annual Meeting (it being understood that such efforts shall not be less than the efforts used by the Company to cause the election of any other Class I director nominee nominated by the Company at the 2018 Annual Meeting).
2018 Annual Meeting. Company will hold the 2018 Annual Meeting no later than June 15, 2018, unless the Board determines, after discussing (through its Chairman or other authorized representative) the matter in good faith with Lion Point, to postpone such date.
2018 Annual Meeting. The Company agrees that it shall take all action as is necessary (including, without limitation, calling a special meeting of the Board to approve all actions contemplated hereby) to cause the slate of director nominees recommended by the Board and standing for election at the 2018 Annual Meeting (the “2018 Nominees”) to include, among others, the New Director. The Company specifically agrees to: (i) nominate the New Director for election at the 2018 Annual Meeting with a term expiring at the Company’s 2019 Annual Meeting of Stockholders and until his successors are duly elected and qualified; (ii) recommend to the Company’s stockholders the New Director for election to the Board at the 2018 Annual Meeting; (iii) cause the Company to support, and solicit proxies for, the election of the New Director at the 2018 Annual Meeting in the same manner as proxies are solicited for the election of each of the other 2018 Nominees; and (iv) cause all proxies received by the Company that provide stockholders with the opportunity to vote for all of the 2018 Nominees to be voted in the manner specified by such proxies.
2018 Annual Meeting. Subject to the compliance in all material respects by the Company and the Board with their obligations under this Agreement:
2018 Annual Meeting. The Stockholders agree, at the 2018 Annual Meeting, to vote, or cause to be voted, all shares of Common Stock beneficially owned by the Stockholders and their respective Affiliates and Associates on the Company’s proxy card or voting instruction form in favor of the Company’s proposals to (A) amend and restate the Company’s 2013 Omnibus Incentive Plan (the “2013 Plan”) to (among other things) increase the number of shares of Common Stock available for awards under the 2013 Plan by 400,000 shares, (B) declassify the Board such that all members of the Board shall be elected at each annual meeting of the stockholders of the Company to serve until the next annual meeting of stockholders, with such declassification to be progressively phased-in over a two-year period, beginning with the 2018 Annual Meeting, (C) approve, on an advisory basis, the 2017 compensation of named executive officers, (D) ratify the selection of the Company’s independent audit firm for 2018 and (E) elect Messrs. Xxxxx, Xxxxxxxx and Xxxxx (or their replacements as selected in accordance with this Agreement and/or the Company’s Fifth Amended and Restated Bylaws (the “Bylaws”), as applicable) as directors of the Company.
2018 Annual Meeting. The Company shall include the Additional New Director on its slate for election as a director of the Company at the Company’s 2018 Annual Meeting and shall not re-nominate one (1) incumbent director (other than the Investor Designee and the Initial New Director) for election as a director of the Company at the 2018 Annual Meeting. Immediately following the 2018 Annual Meeting, the Board shall take all actions as are necessary to decrease the size of the Board to eleven (11) directors.
2018 Annual Meeting. (i) The Company shall hold its next annual meeting following the date hereof on October 22, 2019 (the “2018 Annual Meeting”). The Company will not adjourn, delay or postpone the 2018 Annual Meeting.
2018 Annual Meeting. The Investor Group agrees not to bring any nominations, business, or proposals before or at the 2018 Annual Meeting and agrees not to deliver to the Company or any representative thereof any advance notices of nominations or shareholder proposals with respect to any meeting of the Company’s shareholders during the Standstill Period.
2018 Annual Meeting. The Company shall include the Class II Designee (or the Replacement Designee) on its slate for election as directors of the Company at the 2018 Annual Meeting and shall use its reasonable best efforts (which shall include the solicitation of proxies) to cause the election of the Class II Designee at the 2018 Annual Meeting (it being understood that such efforts shall not be less than the efforts used by the Company to cause the election of any other Class II director nominee nominated by the Company at the 2018 Annual Meeting). The Company shall include the Amendments in its proxy statement for the 2018 Annual Meeting, and shall use its reasonable best efforts (which shall include the solicitation of proxies) to cause the Amendments to be adopted by the Company’s stockholders by the appropriate vote.
