Common use of 2018 Annual Meeting Clause in Contracts

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 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 six (76) to nine eight (9) 8) members; and (ii) appoint each of the New Directors to the Board with for a term expiring at the 2018 Annual Meeting and until each of their respective successors are 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 five eight (5) 8) nominees recommended by the Board and standing for election at the 2018 Annual Meeting to include (x) any three the following six (36) incumbent members of the Board who are on the Board prior to the execution of this Agreement Board: Xxxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Xx., Xxxxx X. Xxxx, Xxxxx X. Xxx, Xxxxx X. Xxxx, and Xxxxx Xxxxxxxxx (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 eight (5) 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 Company’s 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”) and until each of their respective successors are is duly elected and qualified; (ii) recommend to the Company’s shareholders stockholders each of the 2018 Nominees for election as directors of the Company at the 2018 Annual MeetingMeeting 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 shareholders 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. The Company agrees to convene the 2018 Annual Meeting no later than Friday, June 22, 2018.

2018 Annual Meeting. (i) The Company agrees 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. (ii) The Company shall solicit proxies for two alternative Class I director slates at the 2018 Annual Meeting. One slate shall consist of two directors nominated by the Company, who shall be Xxx Xxxxx and Xxxxxxx Xxxx (the “TSR Slate”). The other slate shall consist of two directors nominated by Xxxx Capital, who shall be H. Xxxxxxx Xxxxxxx and Xxxxxxx X. Xxxxxx (or any other individuals chosen by Xxxx Capital in its sole discretion) (the “Xxxx Xxxxx”); provided that it no director nominated by Xxxx Capital may join the Board until he or she has executed and delivered a conditional resignation in the form attached as Exhibit E. Pursuant to this Agreement, the Company waives any application of its advance notice bylaw with respect to the Xxxx Xxxxx. (iii) If the Repurchase and payment of the Settlement Payment are completed prior to 5:00 p.m., Eastern Time, on October 21, 2019, then the TSR Slate shall be the only slate of directors standing for election to the Board and the Xxxx Xxxxx shall be withdrawn from consideration at the 2018 Annual Meeting. In such event, the Xxxx Parties hereby agree to take all actions as are reasonably necessary (including, without limitation, calling a special meeting to withdraw the Xxxx Xxxxx and to cause the nominees of the Board Xxxx Xxxxx to approve all actions contemplated hereby)decline to stand for election at the 2018 Annual Meeting. In such event, effective immediately following the execution Xxxx Parties, the QAR Parties and the Fintech Parties shall cause any shares of this Agreement, to (i) cause the Board to increase the size of its membership from seven (7) to nine (9) members; Common Stock beneficially owned by them and (ii) appoint each their controlled affiliates as of the New Directors record date for the 2018 Annual Meeting to the Board with a term expiring be present for quorum purposes at the 2018 Annual Meeting and until each to be voted in favor of their successors the TSR Slate at the 2018 Annual Meeting. (iv) If the Repurchase and payment of the Settlement Payment are duly elected not completed prior to 5:00 p.m., Eastern Time, on October 21, 2019, then the Xxxx Xxxxx shall be the only slate of directors standing for election to the Board and qualifiedthe TSR Slate shall be withdrawn from consideration at the 2018 Annual Meeting. In such event, TSR hereby agrees to take all actions reasonably necessary to withdraw the TSR Slate and to cause the nominees of the TSR Slate to decline to stand for election at the 2018 Annual Meeting. In such event, the Company shall cause its directors and executive officers to cause any shares of Common Stock beneficially owned by them as of the record date for the 2018 Annual Meeting to be present for quorum purposes and to be voted in favor of the Xxxx Xxxxx at the 2018 Annual Meeting. (v) The Company agrees to solicit proxies for the 2018 Annual Meeting for the TSR Slate and the Xxxx Xxxxx and otherwise in a manner consistent with the manner in which it has solicited proxies for its previous annual meetings. The Company also agrees that it shall take will bear all action as is necessary expenses incurred by it subsequent to the date hereof related to the 2018 Annual Meeting. (including, without limitation, calling a special meeting vi) The Parties agree that the election of two Class I directors and the ratification of the Board to approve all actions contemplated hereby), to cause Company’s auditors shall be the slate of five (5) nominees recommended by the Board and standing for election only matters considered at the 2018 Annual Meeting to include (x) except for any three (3) members matters properly brought before the 2018 Annual Meeting by any stockholder of the Board who are on Company other than the Board prior to the execution of this Agreement (the “Incumbent Slate”Investor Parties and controlled affiliates thereof), provided that and the Incumbent Slate Investor Parties shall be selected by the members of the Board who are on the Board prior not take any action designed 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 cause other matters to be elected brought for consideration 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.