Common use of Actions by Company Clause in Contracts

Actions by Company. (a) The Company shall hold the 2011 Annual Meeting no later than October 6, 2011. (b) The Company shall fix the number of directors authorized to serve on the Board at seven (7) and the Company shall not adopt an "advance notice" bylaw with respect to shareholder business or director elections prior to the 2012 Annual Meeting. (c) The Company shall nominate the Company Nominees for election at the 2011 Annual Meeting and the 2012 Annual Meeting; provided, however, that if one or more of the Company Nominees dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company, the term "Company Nominees" includes any replacement nominee that is reasonably acceptable, as evidenced in writing, to the Tinicum Parties and the Wynnefield Parties; provided, further, that the Tinicum Parties shall not have the right to terminate this Agreement by virtue of the provisions of Section 2(d) hereof in the event that a Company Nominee who was originally nominated by a Tinicum Party dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company. The Tinicum Parties hereby agree that in the event a Company Nominee who was originally nominated by a Wynnefield Party dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company, the persons set forth on Exhibit A hereto as Wynnefield Party replacement nominees shall be deemed to be reasonably acceptable to the Tinicum Parties and, if nominated to serve as directors of the Company, such replacement nominees shall be deemed to be Company Nominees for all purposes of this Agreement. (d) The Company shall recommend that its stockholders (i) ratify the Rights Plan at the 2011 Annual Meeting, and (ii) vote in favor of the Company Nominees for election at the 2011 Annual Meeting and the 2012 Annual Meeting. (e) The Company shall, for a period of twenty-four (24) months following the date hereof, permit directors nominated by Wynnefield Parties to communicate non-public information to the Wynnefield Parties subject to the Wynnefield Parties agreement to keep such information confidential and all applicable ixxxxxx xxxxxxx policies of the Company. (f) The Company shall issue a press release summarizing the terms hereof in the form attached hereto as Exhibit B (the “Press Release”).

Actions by Company. (a) The Company shall hold the 2011 Annual Meeting no later than October 6, 2011. (b) The Company shall fix the number of directors authorized to serve on the Board at seven (7) and the Company shall not adopt an "“advance notice" ” bylaw with respect to shareholder business or director elections prior to the 2012 Annual Meeting. (c) The Company shall nominate the Company Nominees for election at the 2011 Annual Meeting and the 2012 Annual Meeting; provided, however, that if one or more of the Company Nominees dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company, the term "“Company Nominees" ” includes any replacement nominee that is reasonably acceptable, as evidenced in writing, to the Tinicum Parties and the Wynnefield Parties; provided, further, that the Tinicum Parties shall not have the right to terminate this Agreement by virtue of the provisions of Section 2(d) hereof in the event that a Company Nominee who was originally nominated by a Tinicum Party dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company. The Tinicum Parties hereby agree that in the event a Company Nominee who was originally nominated by a Wynnefield Party dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company, the persons set forth on Exhibit A hereto as Wynnefield Party replacement nominees shall be deemed to be reasonably acceptable to the Tinicum Parties and, if nominated to serve as directors of the Company, such replacement nominees shall be deemed to be Company Nominees for all purposes of this Agreement. (d) The Company shall recommend that its stockholders (i) ratify the Rights Plan at the 2011 Annual Meeting, and (ii) vote in favor of the Company Nominees for election at the 2011 Annual Meeting and the 2012 Annual Meeting. (e) The Company shall, for a period of twenty-four (24) months following the date hereof, permit directors nominated by Wynnefield Parties to communicate non-public information to the Wynnefield Parties subject to the Wynnefield Parties agreement to keep such information confidential and all applicable ixxxxxx xxxxxxx xxxxxxx policies of the Company. (f) The Company shall issue a press release summarizing the terms hereof in the form attached hereto as Exhibit B (the “Press Release”).

Actions by Company. (a) The Company shall hold the 2011 Annual Meeting no later than October 6, 2011. (b) The Company shall fix the number of directors authorized to serve on the Board at seven (7) and the Company shall not adopt an "“advance notice" ” bylaw with respect to shareholder business or director elections prior to the 2012 Annual Meeting. (c) The Company shall nominate the Company Nominees for election at the 2011 Annual Meeting and the 2012 Annual Meeting; provided, however, that if one or more of the Company Nominees dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company, the term "“Company Nominees" Nominee” includes any replacement nominee that is reasonably acceptable, as evidenced in writing, to the Tinicum Parties and the Wynnefield Parties; provided, further, that the Tinicum Wynnefield Parties shall not have the right to terminate this Agreement by virtue of the provisions of Section 2(d) hereof in the event that a Company Nominee who was originally nominated by a Wynnefield Party dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company. The Wynnefield Parties hereby agree that in the event a Company Nominee who was originally nominated by a Tinicum Party dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company. The Tinicum Parties hereby agree that in the event a Company Nominee who was originally nominated by a Wynnefield Party dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company, the persons set forth on Exhibit A hereto as Wynnefield Tinicum Party replacement nominees shall be deemed to be reasonably acceptable to the Tinicum Wynnefield Parties and, if nominated to serve as directors of the Company, such replacement nominees shall be deemed to be Company Nominees for all purposes of this Agreement. (d) The Company shall recommend that its stockholders (i) ratify the Rights Plan at the 2011 Annual Meeting, and (ii) vote in favor of the Company Nominees for election at the 2011 Annual Meeting and the 2012 Annual Meeting. (e) The Company shall, for a period of twenty-four (24) months following the date hereof, permit directors nominated by Wynnefield Parties to communicate non-public information to the Wynnefield Parties subject to the Wynnefield Parties agreement to keep such information confidential and all applicable ixxxxxx xxxxxxx policies of the Company. (f) The Company shall issue a press release summarizing the terms hereof in the form attached hereto as Exhibit B (the “Press Release”).

Actions by Company. (a) The Company shall hold the 2011 Annual Meeting no later than October 6, 2011. (b) The Company shall fix the number of directors authorized to serve on the Board at seven (7) and the Company shall not adopt an "“advance notice" ” bylaw with respect to shareholder business or director elections prior to the 2012 Annual Meeting. (c) The Company shall nominate the Company Nominees for election at the 2011 Annual Meeting and the 2012 Annual Meeting; provided, however, that if one or more of the Company Nominees dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company, the term "“Company Nominees" Nominee” includes any replacement nominee that is reasonably acceptable, as evidenced in writing, to the Tinicum Parties and the Wynnefield Parties; provided, further, that the Tinicum Wynnefield Parties shall not have the right to terminate this Agreement by virtue of the provisions of Section 2(d) hereof in the event that a Company Nominee who was originally nominated by a Wynnefield Party dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company. The Wynnefield Parties hereby agree that in the event a Company Nominee who was originally nominated by a Tinicum Party dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company. The Tinicum Parties hereby agree that in the event a Company Nominee who was originally nominated by a Wynnefield Party dies, resigns, is unwilling to stand for re-election or is otherwise unable to complete his term as a director of the Company, the persons set forth on Exhibit A hereto as Wynnefield Tinicum Party replacement nominees shall be deemed to be reasonably acceptable to the Tinicum Wynnefield Parties and, if nominated to serve as directors of the Company, such replacement nominees shall be deemed to be Company Nominees for all purposes of this Agreement. (d) The Company shall recommend that its stockholders (i) ratify the Rights Plan at the 2011 Annual Meeting, and (ii) vote in favor of the Company Nominees for election at the 2011 Annual Meeting and the 2012 Annual Meeting. (e) The Company shall, for a period of twenty-four (24) months following the date hereof, permit directors nominated by Wynnefield Parties to communicate non-public information to the Wynnefield Parties subject to the Wynnefield Parties agreement to keep such information confidential and all applicable ixxxxxx xxxxxxx xxxxxxx policies of the Company. (f) The Company shall issue a press release summarizing the terms hereof in the form attached hereto as Exhibit B (the “Press Release”).