Common use of Coordinated Activities Clause in Contracts

Coordinated Activities. The following matters shall require the mutual agreement of the Parties: (i) the selection and nomination of one or more individuals to serve as directors of the Company; (ii) the making, revising or withdrawing of any proposals to the Company regarding the conduct of its business, corporate governance matters, corporate transactions or otherwise; (iii) seeking to control, advise, change or influence the management, directors, governing instruments, stockholders, policies or affairs of the Company; (iv) the conduct of any proxy contest, consent solicitation or similar actions involving the Company, including, without limitation, the engagement of any advisors with respect thereto; (v) the manner, form, content and timing of any communications with the Company; (vi) the manner, form, content and timing of any public disclosures, public statements or other communications relating to the Company, the Company Securities, this agreement or the activities contemplated by this agreement (except that, if such disclosure, statement or communication is required by law, regulation or fund documentation applicable to a Party, such Party may make such required disclosure, statement or other communication without the agreement of the other Party, provided that such Party has provided prior notice thereof to the other Party); (vii) the admission of any additional members to any group (within the meaning of Section 13 of the Exchange Act(as defined below)) with respect to the Company Securities and including the Parties, whether formed by this agreement or otherwise; and (viii) entering into any agreement, arrangement or understanding with any person (other than a Covered Entity) in connection with the holding, voting or disposition of Company Securities. The Parties will consult with each other in connection with voting of any Company Securities.

Coordinated Activities. The following matters shall require the mutual agreement of the Partiesparties: (i) the selection and nomination of one or more individuals to serve as directors of the Company; (ii) the making, revising or withdrawing of any proposals to the Company regarding the conduct of its business, corporate governance matters, corporate transactions or otherwise; (iii) seeking to control, advise, change or influence the management, directors, governing instruments, stockholders, policies or affairs of the Company; (iv) the conduct of any proxy contest, consent solicitation or similar actions involving the Company, including, without limitation, the engagement of any advisors with respect thereto; (v) the manner, form, content and timing of any communications with the Company; (vi) the manner, form, content and timing of Company as well as any public disclosures, public statements or other communications public communications, in each case relating to the Company, the Company Securities, this agreement or the activities contemplated by this agreement (except that, if to the extent such disclosure, statement or communication disclosure is required by applicable law, regulation or fund documentation applicable to a Party, such Party may make such required disclosure, statement or other communication without the agreement of the other Party, provided that such Party has provided prior notice thereof to the other Partydocumentation); (viivi) the admission of any additional members to any the group (within the meaning of Section 13 of the Exchange Act(as defined below)) with respect to the Company Securities and including the Parties, whether formed by this agreement or otherwise; and (viii) , or entering into any agreement, arrangement or understanding with any person (other than a Covered Entityan affiliate) in connection with the holding, voting or disposition of Company Securities; (vii) the conduct of any litigation or investigation related to the Company or the activities contemplated by this agreement; and (viii) engaging in any of the foregoing activities, directly or indirectly, including, without limitation, through or by any Covered Entities, other than pursuant to this agreement. The Parties will consult with each other parties shall cooperate and take all actions reasonably required in connection with voting furtherance of any actions agreed to be undertaken pursuant to this agreement, including, without limitation (A) voting or causing to be voted any Common Stock beneficially owned by them and (B) executing or causing to be executed one or more written consents or agency designations with respect to such Common Stock. The provisions of this Section 2 shall not restrict the parties’ ability to have discussions with Company Securitiesstockholders and research analysts, provided, that such discussions, to the extent they relate to the Company, are consistent with the actions and communications previously agreed to by the parties.

Coordinated Activities. The From and after the Effective Date, the Parties intend to coordinate their activities with each other as relates to the Company and, in furtherance thereof, the Parties shall use their reasonable best efforts to consult with each other in connection with the following matters shall require the mutual agreement of the Partiesmatters: (i) the selection and nomination of one or more individuals to serve as directors of the Company; (ii) the making, revising or withdrawing of any proposals to the Company regarding the conduct of its business, corporate governance matters, corporate transactions or otherwise; (iii) seeking to control, advise, change or influence the management, directors, governing instruments, stockholders, policies or affairs of the Company; (iv) the conduct of any proxy contest, consent solicitation or similar actions involving the Company, including, without limitation, the engagement of any advisors with respect thereto; (v) the manner, form, content and timing of any communications with the Company or any of its other stockholders, whether written or oral, including (a) the selection of nominees to serve as directors of the Company, (b) making, revising, or withdrawing any proposals to other stockholders of the Company or to the Company, and (c) the conduct of any proxy contest, consent solicitation or similar actions in respect of the Company; (viii) the manner, form, content and timing of any regulatory or public disclosuresdisclosures (including the filing of a Schedule 13D (or any amendment thereof)), public statements or other communications relating to the Company, the Company Securities, this agreement or the activities contemplated by this agreement (except that, if such disclosure, statement or communication is required by law, regulation or fund documentation applicable to a Party, such Party may make such required disclosure, statement or other communication without the agreement of the other Party, provided that such Party has provided delivered prior notice thereof to the other Party); , (viiiii) any significant decisions in connection with the Company or the activities contemplated by this agreement, (iv) admission of any additional members to any group (within the meaning of Section 13 of the Securities Exchange Act(as defined below)Act of 1934, as amended) with respect to the Company Securities and including the Partiesthat includes either Party, whether formed by this agreement or otherwise; , and (viiiv) entering into any agreementconfidentiality, arrangement extension, settlement, cooperation, standstill or understanding with any person (other than a Covered Entity) in connection similar agreement with the holding, voting or disposition of Company SecuritiesCompany. The Parties will consult retain full discretion with each other in connection with respect to voting of any their respective Company Securities.

Coordinated Activities. a. The following matters shall require the mutual agreement of the Parties: parties (which agreement shall not be unreasonably withheld, conditioned or delayed): (i) the selection and nomination of one or more individuals to serve as directors of the Company; (ii) hiring of professionals in connection with the activities contemplated by and resulting from this Agreement (including, without limitation, any investment bankers, local counsel, proxy solicitors, public relations firms, social media firms and private investigators), other than any professionals retained by the parties in connection with the activities contemplated hereby or resulting from this Agreement prior to the date hereof; (iii) making, revising or withdrawing of any proposals to the Company regarding the conduct of its business, corporate governance matters, corporate transactions or otherwise; (iiiiv) seeking to control, advise, change or influence the management, directors, governing instruments, stockholdersshareholders, policies or affairs of the Company; (ivv) the conduct of any proxy contest, consent proxy solicitation or similar actions involving the CompanyCompany and its shareholders, including, without limitation, the engagement including requisitioning a special meeting of any advisors with respect theretoCompany shareholders; (vvi) the manner, form, content and timing of any communications with the Company; (vi) the manner, form, content and timing of as well as any public disclosures, public statements or other communications relating to the Company, the Company Securities, this agreement Agreement or the activities contemplated by this agreement Agreement (except provided that, if to the extent such disclosure, statement or communication is required by law, regulation or fund documentation applicable to a Partyparty, such Party party may make such required disclosure, statement or other communication without the agreement of the other Partyparties as long as such party, provided that such Party has provided to the extent practicable and permitted by applicable law and regulation, provides prior notice thereof to the other Partyparties); (vii) the admission of any additional members to any the group (within the meaning of Section 13 of the Exchange Act(as defined below)Act) with respect to the Company Securities and including the Parties, whether formed by this agreement Agreement or otherwise; and (viii) , or entering into any agreement, arrangement or understanding with with, or determining to act in concert with, any person (other than a Covered Entityan affiliate) in connection with the holding, voting or disposition of Company SecuritiesSecurities or the solicitation of proxies from shareholders of the Company; (viii) the conduct and defense of any litigation in furtherance of the activities contemplated by or resulting from this Agreement; (ix) entering into any confidentiality, extension, settlement, standstill or other similar agreement with the Company; and (x) engaging in any of the foregoing activities, directly or indirectly, including, without limitation, through or by any Covered Entities, other than pursuant to the terms of this Agreement. The Parties will consult provisions of this Section 2(a) shall not restrict the parties’ ability to have private discussions with each Company shareholders and research analysts as long as such discussions, to the extent they relate to the Company, are consistent with the actions and communications previously agreed to by the parties. b. No party shall be permitted, nor shall any party allow its Covered Entities, to enter into a confidentiality agreement or other agreement with any third party that directly or indirectly either (i) restricts the parties’ ability to execute transactions in connection Securities or (ii) relates to the receipt by such party of material non-public information with voting respect to the Company that could restrict such party’s ability to trade in the Securities; provided, however, that, in the event that either Mangrove or the Bluescape/Cove Key Group, directly or indirectly through their respective Covered Entities, receives any material non-public information with respect to the Company, (A) such party shall immediately notify the other parties of the fact that it has received material non-public information with respect to the Company that could reasonably be expected to restrict such party’s ability to trade in Securities, and (B) such party shall not share such material non-public information with any other party. c. For the avoidance of doubt, this Agreement shall not restrict (i) any party’s purchase or sale of any non-convertible debt securities of the Company or any derivative instrument with respect thereto or (ii) the sale, pledge or other disposition of any Securities.

Coordinated Activities. The following matters shall require the mutual agreement of the Parties: Parties (which agreement shall not be unreasonably withheld, delayed or conditioned by either of the parties): (i) the selection and nomination of one or more individuals to serve as directors of the Company; (ii) the making, revising or withdrawing of any proposals to the Company regarding the conduct of its business, corporate governance matters, corporate transactions or otherwise; (iii) seeking to control, advise, change or influence the management, directors, governing instruments, stockholdersshareholders, policies or affairs of the Company; (iv) the conduct of any proxy contest, consent solicitation or similar actions involving the Company, including, without limitation, the engagement of any advisors with respect thereto; (v) the manner, form, content and timing of any communications with the Company; (vi) the manner, form, content and timing of any public disclosures, public statements or other communications relating to the Company, the Company Securities, this agreement or the activities contemplated by this agreement (except that, if such disclosure, statement or communication is required by law, regulation or fund documentation applicable to a Party, such Party may make such required disclosure, statement or other communication without the agreement of the other Party, provided that such Party has provided prior notice thereof to the other Party); (vii) the admission of any additional members to any group (within the meaning of Section 13 of the Exchange Act(as defined below)) with respect to the Company Securities and including the Parties, whether formed by this agreement or otherwise; and (viii) entering into any agreement, arrangement or understanding with any person (other than a Covered Entity) in connection with the holding, voting or disposition of Company Securities. The Parties will consult with each other in connection with voting of any Company Securities.

Coordinated Activities. The following matters shall require the mutual agreement of the Parties: (i) the selection and nomination of one or more individuals to serve as directors of the Company; (ii) the making, revising or withdrawing of any proposals to the Company regarding the conduct of its business, corporate governance matters, corporate transactions or otherwise; (iii) seeking to control, advise, change or influence the management, directors, governing instruments, stockholders, policies or affairs of the Company; (iv) the conduct of any proxy contest, consent solicitation or similar actions involving the Company, including, without limitation, the engagement of any advisors with respect thereto; (v) the manner, form, content and timing of any communications with the Company; (vi) the manner, form, content and timing of any public disclosures, public statements or other communications relating to the Company, the Company Securities, this agreement or the activities contemplated by this agreement (except that, if such disclosure, statement or communication is required by law, regulation or fund documentation applicable to a Party, such Party may make such required disclosure, statement or other communication without the agreement of the other Party, provided that such Party has provided prior notice thereof to the other Party); (vii) the admission of any additional members to any group (within the meaning of Section 13 of the Exchange Act(as Act (as defined below)) with respect to the Company Securities and including the Parties, whether formed by this agreement or otherwise; and (viii) entering into any agreement, arrangement or understanding with any person (other than a Covered Entity) in connection with the holding, voting or disposition of Company SecuritiesSecurities (collectively, the “Coordinated Activities”). The Parties will consult with each other in connection with voting of any Company Securities. The provisions of this Section 2 shall not restrict either Party from having discussions concerning the Company with stockholders, research analysts and other third parties to the extent such communications are consistent with the actions and communications previously agreed to by the Parties.

Coordinated Activities. The following matters shall require the mutual agreement of the PartiesXxxxx and Rubric: (i) the selection and nomination of one or more individuals to serve as directors of the Company; (ii) the making, revising or withdrawing of any proposals to the Company regarding the conduct of its business, corporate governance matters, corporate transactions or otherwise; (iii) seeking to control, advise, change or influence the management, directors, governing instruments, stockholders, policies or affairs of the Company; (iv) the conduct of any proxy contest, consent solicitation or similar actions involving the Company, including, without limitation, the engagement of any advisors with respect thereto; (v) the manner, form, content and timing of any communications with the Company; (vi) the manner, form, content and timing of any public disclosures, public statements or other communications relating to the Company, the Company Securities, this agreement or the activities contemplated by this agreement (except that, if such disclosure, statement or communication is required by law, regulation or fund documentation applicable to a Party, such Party may make such required disclosure, statement or other communication without the agreement of the other Party, provided that such Party has provided prior notice thereof to the other Party); (vii) the admission of any additional members to any group (within the meaning of Section 13 of the Exchange Act(as Act (as defined below)) with respect to the Company Securities and including the Parties, whether formed by this agreement or otherwise; and (viii) entering into any agreement, arrangement or understanding with any person (other than a Covered Entity) in connection with the holding, voting or disposition of Company SecuritiesSecurities (collectively items (i)-(viii), the “Coordinated Activities”). The Parties will consult with each other in connection with voting of any Company Securities. The provisions of this Section 3 shall not restrict any Party from having discussions concerning the Company with stockholders, research analysts and other third parties to the extent such communications are consistent with the actions and communications previously agreed to by the Parties.