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 seven (7) to nine (9) members; and (ii) appoint each of the New Directors to the Board with a term expiring at the 2018 Annual Meeting and until each of their successors are 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 five (5) nominees recommended by the Board and standing for election at the 2018 Annual Meeting to include (x) any three (3) members of the Board who are on the Board prior to the execution of this Agreement (the “Incumbent Slate”), provided that the Incumbent Slate shall be selected by the members of the Board who are on the Board prior to the execution of this Agreement, and (y) the two (2) New Directors (collectively, with the Incumbent Slate, the “2018 Nominees”), such that a total of five (5) 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 Company’s 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”) and until each of their successors are duly elected and qualified; (ii) recommend to the Company’s shareholders each of the 2018 Nominees for election as directors of the Company at the 2018 Annual Meeting; (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 shareholders with the opportunity to vote for all of the 2018 Nominees to be voted in the manner specified by such proxies. The Company agrees to convene the 2018 Annual Meeting no later than Friday, June 22, 2018.
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. 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.
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. The Company agrees that it shall take all action to approve all actions contemplated hereby, including to cause the slate of one nominee recommended by the Board and standing for election at the 2018 Annual Meeting to include only the New Director, such that a total of one director is to be elected at the 2018 Annual Meeting. The Company specifically agrees to: (i) nominate the New Director for election at the 2018 Annual Meeting as a Class I director of the Company with a term expiring at the Company’s 2019 Annual Meeting of Stockholders and until his successor is duly elected and qualified; (ii) recommend to the Company’s stockholders the New Director for election as a director of the Company at the 2018 Annual Meeting; and (iii) cause all proxies received by the Company that provide stockholders with the opportunity to vote for the New Director to be voted in the manner specified by such proxies. The Company agrees to hold the 2018 Annual Meeting no later than June 29, 2018.
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. Subject to the compliance in all material respects by the Company and the Board with their obligations under this Agreement: a. At the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”), Akradi will vote all shares of the Company’s common stock, par value $0.001 (the “Common Stock”) that he is entitled to vote at the 2018 Annual Meeting in accordance with the Board’s recommendation with respect to any proposal (i) requesting the ratification of the Company’s independent registered public accounting firm, (ii) to approve, on an advisory basis, the compensation of Company’s named executive officers under Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 951 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and (iii) brought by a shareholder of the Company pursuant to Section 14a-8 of the Exchange Act. b. From the date hereof until 11:59 p.m. (central time) on the date of the 2018 Annual Meeting (such period, the “Standstill Period”), Akradi will not, and will not encourage any third party to, initiate or propose any shareholder proposal or seek the nomination of any candidate as a director of the Company at the 2018 Annual Meeting.
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. (a) Each Investor irrevocably agrees not to bring or seek to bring any nominations or other business or proposals before or at the 2018 Annual Meeting.
(b) At the 2018 Annual Meeting, and at any meeting of the Company’s stockholders held prior to the expiration of the Standstill Period, each of the Investors agrees to cause the Investor Shares (as defined below) (i) to be present for purposes of establishing a quorum and (ii) to be voted by proxy in favor of the election of all director candidates nominated by the Board and otherwise in accordance with the Board’s recommendation, including in favor of each other matter recommended for stockholder approval by the Board; provided, however, that on each such matter other than proposals relating to (A) the election or removal of directors or (B) the authorization of shares relating to the Company’s previously issued convertible debt under the existing terms of such debt, to the extent both of Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise, the Investors may vote the Investor Shares in accordance with the ISS and Glass Lewis recommendation on such matter; provided further, the Investors may vote the Investor Shares in their discretion with respect to any tender offer, exchange offer, merger, consolidation, business combination or other change-of-control transaction of the Company. “Investor Shares” means any and all shares of voting stock of the Company held beneficially or of record as of an applicable record date by the Investors and, with respect to Investors that are entities, the Affiliates and Associates (as each term is defined below) of such Investors, and, with respect to Investors that are individuals, the Family Members (as defined below) of such Investor.
2018 Annual Meeting. Subject to the compliance in all material respects by the Company and the Board with their obligations under this Agreement:
a. At the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”), Akradi will vote all shares of the Company’s common stock, par value $0.001 (the “Common Stock”) that he is entitled to vote at the 2018 Annual Meeting in accordance with the Board’s recommendation with respect to any proposal (i) requesting the ratification of the Company’s independent registered public accounting firm, (ii) to approve, on an advisory basis, the compensation of Company’s named executive officers under Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 951 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and (iii) brought by a shareholder of the Company pursuant to Section 14a-8 of the Exchange Act.
b. From the date hereof until 11:59 p.m. (central time) on the date of the 2018 Annual Meeting (such period, the “Standstill Period”), Akradi will not, and will not encourage any third party to, initiate or propose any shareholder proposal or seek the nomination of any candidate as a director of the Company at the 2018 Annual Meeting.
c. During the Standstill Period, Akradi will not, and will not encourage any third party to, “solicit” (as such term is defined in Rule 14a‑1(l) under the Exchange Act) shareholders of the Company with respect to the approval of any shareholder proposal or the nomination or election of any candidate as a director of the Company in opposition to the recommendation of the Board.
d. During the Standstill Period, Akradi will not, and will not encourage any third party to, call or seek to have called, any special meeting of the shareholders of the Company.
