Common use of Actions of the Parties Clause in Contracts

Actions of the Parties. Notwithstanding anything to the contrary in the Initial Agreement, the Parties will act in accordance with the following provisions, which provisions will be deemed to supplement and amend the Initial Agreement. (a) Forthwith upon execution of this Amendment, the Board will cause the Company to issue a statement in conformity with all applicable securities laws and regulations delaying the date of the 2013 Annual Meeting (as defined in the Initial Agreement) until September 16, 2013 (the “New 2013 Annual Meeting Date”). Notwithstanding the delay of the 2013 Annual Meeting until the New 2013 Annual Meeting Date, the 2014 annual meeting will be held at its usual time in mid-May 2014. (b) Concurrently upon execution of this Amendment, and notwithstanding Sections 1(b)(iv) and 1(d)(iii) of the Initial Agreement, Messrs. Xxxxxx Xxxx Xxxxx, Jr., Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxx, Xxxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx will tender their resignation from the Board effective as of the date of this Amendment (collectively, the “Resignations”), which Resignations will result in a six (6) member Board (with five (5) vacant seats) consisting of Messrs. Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx, Xx., and Xxxxx Xxxxxx (collectively, the “Directors”). (c) From and after the date of this Amendment, the Directors will work collectively to, among other things, pursue certain strategic alternatives for the Company, including the Disposition or discontinuance of one or both of the Company’s test handler and reliability test equipment product lines (any such Disposition or discontinuance, a “Strategic Sale” and collectively, the “Strategic Sales”). For the purposes of this Amendment, a “Disposition” is defined as the sale or other disposition of fifty percent (50%) or more of the assets of the applicable product line. For the avoidance of doubt, the term “Strategic Sale” or “Strategic Sales” will include the discontinuance of the Company’s test handler and/or reliability test equipment product lines.

Actions of the Parties. Notwithstanding anything to the contrary in the Initial Agreement, the Parties will act in accordance with the following provisions, which provisions will be deemed to supplement and amend the Initial Agreement. (a) Forthwith upon execution of this Amendment, the Board will cause the Company to issue a statement in conformity with all applicable securities laws and regulations delaying the date of the 2013 Annual Meeting (as defined in the Initial Agreement) until September 16, 2013 (the “New 2013 Annual Meeting Date”). Notwithstanding the delay of the 2013 Annual Meeting until the New 2013 Annual Meeting Date, the 2014 annual meeting will be held at its usual time in mid-May 2014. (b) Concurrently upon execution of this Amendment, and notwithstanding Sections 1(b)(iv) and 1(d)(iii) of the Initial Agreement, Messrs. Xxxxxx Xxxx Axxxxx Jxxx Xxxxx, Jr., Xxxxxxx Cxxxxxx X. Xxxxxxx, Xxxxxx Dxxxxx X. Xxxx, Xxxxxxxx Txxxxxxx X. Xxxxxxx and Xxxxxxx Cxxxxxx X. Xxxxxxxx will tender their resignation from the Board effective as of the date of this Amendment (collectively, the “Resignations”), which Resignations will result in a six (6) member Board (with five (5) vacant seats) consisting of Messrs. Xxxxxx Jxxxxx X. Xxxxxxxx, Xxxxxxx Dxxxxxx X. Xxxxx, Xxxxxxx Dxxxxxx X. Xxxxx, Xxxxxxx Jxxxxxx X. Xxxxxxxx, Xxxxxxx Rxxxxxx X. Xxxxxxx, Xx., and Xxxxx Gxxxx Xxxxxx (collectively, the “Directors”). (c) From and after the date of this Amendment, the Directors will work collectively to, among other things, pursue certain strategic alternatives for the Company, including the Disposition or discontinuance of one or both of the Company’s test handler and reliability test equipment product lines (any such Disposition or discontinuance, a “Strategic Sale” and collectively, the “Strategic Sales”). For the purposes of this Amendment, a “Disposition” is defined as the sale or other disposition of fifty percent (50%) or more of the assets of the applicable product line. For the avoidance of doubt, the term “Strategic Sale” or “Strategic Sales” will include the discontinuance of the Company’s test handler and/or reliability test equipment product lines.

Actions of the Parties. Notwithstanding anything to the contrary in the Initial Agreement, the The Parties will act in accordance with the following provisions, which provisions will be deemed to supplement and amend the Initial Agreement. (a) The Concerned Aetrium Shareholders hereby withdraw the second of their Subsequent Special Meeting Requests (the first such Subsequent Special Meeting Request having already been withdrawn). (b) Forthwith upon execution of this AmendmentAgreement (and as a condition subsequent to the obligations of the Concerned Aetrium Shareholders and the effectiveness of their withdrawal of the second of their Subsequent Special Meeting Requests), the Board will cause the Company Incumbent Directors will: (i) pursuant to issue a statement in conformity with all applicable securities laws and regulations delaying the date Article III, Section 2 of the 2013 Annual Meeting Company’s bylaws, increase the size of the Board to a total of eleven (as defined in 11) persons; (ii) pursuant to Article III, Section 3 of the Initial AgreementCompany’s bylaws and Section 302A.225(a)(2) until September 16, 2013 of the Minnesota Business Corporation Act (the “New 2013 Annual Meeting DateMBCA”). Notwithstanding the delay ) appoint each of the 2013 Annual Meeting until the New 2013 Annual Meeting DateXxxxxxx X. Xxxxxxxx, the 2014 annual meeting will be held at its usual time in mid-May 2014. (b) Concurrently upon execution of this Amendment, and notwithstanding Sections 1(b)(iv) and 1(d)(iii) of the Initial Agreement, Messrs. Xxxxxx Xxxx Xxxxx, Jr., Xxxxxxx X. Xxxxxxx, Xx., Xxxxx Xxxxxx X. Xxxx, Xxxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx will tender their resignation from Xxxxxxx (the Board effective “CAS Directors”) as a director of the date of this Amendment (collectively, Company to fill the “Resignations”), which Resignations will result in a six (6) member Board (with five (5) vacant seats) consisting of Messrs. Xxxxxx X. Xxxxxxxxnewly created vacancies on the Board to serve as directors until the 2013 Annual Meeting or, Xxxxxxx X. Xxxxxif later, Xxxxxxx X. Xxxxxuntil his successor has been duly elected and qualified, Xxxxxxx X. Xxxxxxxxor earlier death, Xxxxxxx X. Xxxxxxx, Xx., and Xxxxx Xxxxxx (collectively, the “Directors”).resignation or removal; (ciii) From and after cause the date of this Amendment, the Directors will work collectively to, among other things, pursue certain strategic alternatives for the Company, including the Disposition or discontinuance of one or both chair of the Company’s test handler and reliability test equipment product lines 2013 annual meeting (“2013 Annual Meeting”) to honor any such Disposition or discontinuancemotion adopted by the vote of a majority of shares represented as present thereat to adjourn the meeting to a later time for purposes of obtaining quorum; (iv) fix the date of the 2013 Annual Meeting on May 15, a “Strategic Sale” and collectively, 2013 (the “Strategic Sales2013 Annual Meeting Date”). For ; (v) take all usual and customary actions necessary to cause the purposes of this Amendment2013 Annual Meeting to be held on the 2013 Annual Meeting Date, a “Disposition” is defined as the sale or other disposition of fifty percent (50%) or more including providing proper notice of the assets of the applicable product line. For the avoidance of doubt, the term “Strategic Sale” or “Strategic Sales” will include the discontinuance of 2013 Annual Meeting Date to the Company’s test handler and/or reliability test equipment product linesshareholders; (vi) refrain from any actions respecting the removal of the CAS Directors other than in respect of a Competing Slate as contemplated by the provisions of Paragraphs 2(c) and 3; and, (vii) conduct the 2013 Annual Meeting timely in accordance with the provisions of this Agreement and, to the extent not provided in this Agreement, in accordance with the Company’s prior practices including, without limitation, the matters hereafter set forth in Paragraph 3.

Actions of the Parties. Notwithstanding anything to the contrary in the Initial Agreement, the The Parties will act in accordance with the following provisions, which provisions will be deemed to supplement and amend the Initial Agreement. (a) The Concerned Aetrium Shareholders hereby withdraw the second of their Subsequent Special Meeting Requests (the first such Subsequent Special Meeting Request having already been withdrawn). (b) Forthwith upon execution of this AmendmentAgreement (and as a condition subsequent to the obligations of the Concerned Aetrium Shareholders and the effectiveness of their withdrawal of the second of their Subsequent Special Meeting Requests), the Incumbent Directors will: (i) pursuant to Article III, Section 2 of the Company’s bylaws, increase the size of the Board will cause to a total of eleven (11) persons; (ii) pursuant to Article III, Section 3 of the Company’s bylaws and Section 302A.225(a)(2) of the Minnesota Business Corporation Act (the “MBCA”) appoint each of Jxxxxxx X. Exxxxxxx, Xxxxxx Jxxx Xxxxx, Jr., Rxxxxxx X. Xxxxxxx, Xx., Gxxxx Xxxxxx and Cxxxxxx Xxxxxxx (the “CAS Directors”) as a director of the Company to issue fill the five (5) newly created vacancies on the Board to serve as directors until the 2013 Annual Meeting or, if later, until his successor has been duly elected and qualified, or earlier death, resignation or removal; (iii) cause the chair of the Company’s 2013 annual meeting (“2013 Annual Meeting”) to honor any motion adopted by the vote of a statement in conformity with all applicable securities laws and regulations delaying majority of shares represented as present thereat to adjourn the meeting to a later time for purposes of obtaining quorum; (iv) fix the date of the 2013 Annual Meeting (as defined in the Initial Agreement) until September 16on May 15, 2013 (the “New 2013 Annual Meeting Date”). Notwithstanding ; (v) take all usual and customary actions necessary to cause the delay 2013 Annual Meeting to be held on the 2013 Annual Meeting Date, including providing proper notice of the 2013 Annual Meeting until Date to the New Company’s shareholders; (vi) refrain from any actions respecting the removal of the CAS Directors other than in respect of a Competing Slate as contemplated by the provisions of Paragraphs 2(c) and 3; and, (vii) conduct the 2013 Annual Meeting Datetimely in accordance with the provisions of this Agreement and, to the extent not provided in this Agreement, in accordance with the Company’s prior practices including, without limitation, the 2014 annual meeting will be held at its usual time matters hereafter set forth in mid-May 2014. (b) Concurrently upon execution of this Amendment, and notwithstanding Sections 1(b)(iv) and 1(d)(iii) of the Initial Agreement, Messrs. Xxxxxx Xxxx Xxxxx, Jr., Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxx, Xxxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx will tender their resignation from the Board effective as of the date of this Amendment (collectively, the “Resignations”), which Resignations will result in a six (6) member Board (with five (5) vacant seats) consisting of Messrs. Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx, Xx., and Xxxxx Xxxxxx (collectively, the “Directors”)Paragraph 3. (c) From and after the date of this AmendmentAgreement until the 2013 Annual Meeting, representative members of the CAS Directors will reasonably engage with management to receive the input of management respecting the business and affairs of the Company and the Incumbent Directors will reasonably facilitate such engagement. (d) From the date of this Agreement until the 2013 Annual Meeting, the Directors Company and the Board will work collectively to, among other things, pursue certain strategic alternatives for not: (i) Effect any change in the terms of employment of any executive officer of the Company (except as provided in paragraph 4(e)); (ii) implement or change the Company, including ’s poison pill or grant any rights or options respecting the Disposition or discontinuance of one or both capital stock of the Company’s test handler and reliability test equipment product lines ; (any such Disposition or discontinuance, a “Strategic Sale” and collectively, iii) alter the “Strategic Sales”). For the purposes of this Amendment, a “Disposition” is defined as the sale or other disposition of fifty percent (50%) or more structure of the assets Board (including the removal of any director); or, (iv) amend or alter the applicable product line. Company’s bylaws. (e) For the avoidance of doubt, the term “Strategic Sale” resignation, death or “Strategic Sales” will include the discontinuance disability of one or more of the Company’s test handler and/or reliability test equipment product linesCAS Directors or the Incumbent Directors prior to the 2013 Annual Meeting will not terminate the rights or obligations of the Parties under this Agreement. In the event that any such occurrence involves a CAS Director, the remaining CAS Directors will have the right to name a replacement director to fill that vacant Board position and the Incumbent Directors will vote in favor of such replacement director. In the event that any such occurrence involves an Incumbent Director, the Incumbent Directors will have the right to name a replacement director to fill that vacant Board position and the CAS Directors will vote in favor of such replacement director. (f) Prior to May 15, 2014, the Concerned Aetrium Shareholders will not, directly or indirectly, make any demand, nor will any member of the Concerned Aetrium Shareholders be a member of any other group that makes any demand, for a Special Meeting.