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 individuals to serve as trustees 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, trustees, 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; (v) the manner, form, content and timing of any communications with the Company as well as 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 to the extent such disclosure is required by applicable law, regulation or fund documentation); (vi) the admission of any additional members to the group formed by this agreement or otherwise, or entering into any agreement, arrangement or understanding with any person (other than an 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 (vii) 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 shall cooperate and take all actions reasonably required in furtherance of any actions agreed to be undertaken pursuant to this agreement, including, without limitation (A) voting or causing to be voted any Company Securities beneficially owned by them and (B) executing or causing to be executed one or more written consents or agency designations with respect to such Company Securities. For the avoidance of doubt, this agreement shall not restrict either party’s activities directed solely at a publically traded affiliate of the Company.

Coordinated Activities. The following matters shall require the mutual agreement of the parties: (i) the selection and nomination of individuals to serve as trustees 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, trusteesdirectors, 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; (v) the manner, form, content and timing of any communications with the Company 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 to the extent such disclosure is required by applicable law, regulation or fund documentation); (vi) the admission of any additional members to the group formed by this agreement Agreement or otherwise, or entering into any agreement, arrangement or understanding with any person (other than an affiliatea Covered Entity) 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 agreementAgreement; and (vii) engaging in any of the foregoing activities, directly or indirectly, including, without limitation, through or by any Covered Entities, other than pursuant to this agreementAgreement. The parties shall cooperate and take all actions reasonably required in furtherance of any actions agreed to be undertaken pursuant to this agreementAgreement, including, without limitation (A) voting or causing to be voted any Company Securities beneficially owned by them and (B) executing or causing to be executed one or more written consents or agency designations with respect to such Company Securities. For the avoidance of doubt, this agreement shall not restrict either party’s activities directed solely at a publically traded affiliate of the Company.

Coordinated Activities. The following matters shall require the mutual agreement of the 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 trustees 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, trusteesdirectors, 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 (other than legal advisors); (v) the manner, form, content and timing of any communications with the Company as well as 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 to the extent that, if such disclosure disclosure, statement or communication is required by applicable law, regulation or fund documentationdocumentation 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); (vivii) the admission of any additional members to any group (within the group meaning of Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with respect to the Company Securities and including the Parties, whether formed by this agreement or otherwise, or ; (viii) entering into any agreement, arrangement or understanding with any person (other than an affiliate) third party in connection with the holding, voting or disposition of Company Securities; , (viiix) the conduct of entering into any litigation settlement or investigation related to cooperation agreement with the Company or and (x) incurring any expenses above $500,000 in connection with the activities contemplated by this agreement; and delineated herein (vii) engaging collectively, the “Coordinated Activities”). Notwithstanding the foregoing, no Party shall share with the other Party any material nonpublic information in any its possession concerning the Company that could reasonably be expected to restrict a Party’s ability to trade Company Securities, without the express prior written consent of the foregoing activities, directly or indirectly, including, without limitation, through or by any Covered Entities, other than pursuant to this agreement. The parties shall cooperate and take all actions reasonably required in furtherance of any actions agreed to be undertaken pursuant to this agreement, including, without limitation (A) voting or causing to be voted any Company Securities beneficially owned by them and (B) executing or causing to be executed one or more written consents or agency designations with respect to such Company Securities. For the avoidance of doubt, this agreement shall not restrict either party’s activities directed solely at a publically traded affiliate of the CompanyParty.

Coordinated Activities. The following matters shall require the mutual agreement of each of the parties: Parties (which agreement shall not be unreasonably withheld, delayed or conditioned): (i) the selection and nomination of individuals to serve as trustees submission of the CompanyNominations or the advance notice (the “Notice”) with respect thereto, including any modifications or supplements thereto; (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, trusteesdirectors, governing instruments, stockholders, policies or affairs of the CompanyCompany and the solicitation of any proxies or consents in connection therewith; (iv) the conduct of any proxy contest, consent solicitation or similar actions involving the Company, including, without limitation, the engagement of any advisorsadvisors with respect thereto; (v) the manner, form, content and timing of any communications with the Company as well as 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 Agreement or the activities contemplated by this agreement Agreement (except to the extent that, if such disclosure disclosure, statement or communication is required by applicable law, regulation or fund documentationdocumentation applicable to a Party, such Party may make such required disclosure, statement or other communication without the agreement of the other Parties, provided that such Party has provided prior notice thereof to the other Parties); (vivii) the admission of any additional members to any group (within the group meaning of Section 13 of the Exchange Act) with respect to the Company Securities and including any of the Parties, whether formed by this agreement Agreement or otherwise, or ; (viii) entering into any agreement, arrangement or understanding (whether or not in writing) with any person (other than an affiliate) third party in connection with the acquisition, holding, voting or disposition of Company Securities; (viiix) entering into any settlement or cooperation agreement with the conduct of any litigation Company; (x) initiating a lawsuit or investigation related to other legal action against the Company or the activities contemplated by this agreementCompany; and (viixi) engaging incurring any expenses in any of connection with the foregoing activitiesactivities delineated herein (collectively, directly or indirectly, including, without limitation, through or by any Covered Entities, other than pursuant to this agreement. The parties shall cooperate and take all actions reasonably required in furtherance of any actions agreed to be undertaken pursuant to this agreement, including, without limitation (A) voting or causing to be voted any Company Securities beneficially owned by them and (B) executing or causing to be executed one or more written consents or agency designations with respect to such Company Securities. For the avoidance of doubt, this agreement shall not restrict either party’s activities directed solely at a publically traded affiliate of the Company“Coordinated Activities”).

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 individuals to serve as trustees directors of the Company; (ii) hiring 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 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, trusteesdirectors, governing instruments, stockholders, policies or affairs of the Company; (ivv) the conduct of any proxy contest, consent proxy solicitation or similar actions involving the Company, including, without limitation, the engagement of any advisorsCompany and its stockholders; (vvi) the manner, form, content and timing of any communications with the Company Company, 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, to the extent such disclosure disclosure, statement or communication is required by applicable law, regulation or fund documentationdocumentation applicable to a party, such party may make such required disclosure, statement or other communication without the agreement of the other party as long as such party, to the extent practicable and permitted by applicable law and regulation, provides prior notice thereof to the other party); (vivii) the admission of any additional members to the group (within the meaning of Section 13 of the Exchange Act) formed by this agreement Agreement or otherwise, or entering into any agreement, arrangement or understanding with with, or determining to act in concert with, any person (other than an affiliate) in connection with the holding, voting or disposition of Company SecuritiesSecurities or the solicitation of proxies from stockholders of the Company; (viiviii) the conduct of any litigation or investigation related to the Company or in furtherance of the activities contemplated by or resulting from this agreementAgreement; (ix) entering into any settlement, standstill or other similar agreement with the Company; and (viix) 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 agreementAgreement. The parties provisions of this Section 2(a) shall cooperate not restrict the parties’ ability to have private discussions with Company stockholders and take all research analysts as long as such discussions, to the extent they relate to the Company, are consistent with the actions reasonably required in furtherance of any actions and communications previously agreed to by the parties. b. Neither party shall be undertaken pursuant permitted, nor shall either party allow its Covered Entities, to this agreemententer into a confidentiality agreement or other agreement with any third party that either (i) restricts the parties’ ability to execute transactions in Securities or (ii) relates to the receipt by such party of material non-public information with respect to the Company that could restrict such party’s ability to trade in the Securities; provided, includinghowever, without limitation that, in the event that either Exxxxxx or Bluescape, directly or indirectly through its respective Covered Entities, receives any material non-public information with respect to the Company, (A) voting or causing such party shall immediately notify the other party of the fact that it has received material non-public information with respect to the Company that could reasonably be voted any Company Securities beneficially owned by them expected to restrict such party’s ability to trade in Securities, and (B) executing or causing to be executed one or more written consents or agency designations such party shall not share such material non-public information with respect to such Company Securities. the other party. c. For the avoidance of doubt, this agreement Agreement shall not restrict either party’s activities directed solely at a publically traded affiliate purchase or sale of any debt securities of the CompanyCompany or any derivative instrument with respect thereto.

Coordinated Activities. The following matters shall require be taken only after the mutual agreement Other Nominees have been informed and had a reasonable opportunity to review and comment and thereafter only with the approval of the parties: Nominating Stockholder (which approval shall not be unreasonably withheld, delayed or conditioned): (i) the selection and nomination of individuals to serve as trustees submission of the CompanyNotice, including any modifications or supplements thereto; (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, trusteesdirectors, governing instruments, stockholders, policies or affairs of the CompanyCompany and the solicitation of any proxies or consents in connection therewith; (iv) the conduct of any proxy contest, consent solicitation or similar actions involving the Company, including, without limitation, the engagement of any advisorsadvisors with respect thereto; (v) the manner, form, content and timing of any communications with the Company as well as 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 Agreement or the activities contemplated by this agreement Agreement (except to the extent that, if such disclosure disclosure, statement or communication is required by law or regulation applicable lawto a Party, regulation such Party may make such required disclosure, statement or fund documentationother communication without the agreement of the other Parties, provided that such Party has provided prior notice thereof to the other Parties and complied with Section 5 hereof if applicable); (vivii) the admission of any additional members to any group (within the group meaning of Section 13 of the Exchange Act) with respect to the Company Securities and including any of the Parties, whether formed by this agreement Agreement or otherwise, or ; (viii) entering into any agreement, arrangement or understanding (whether or not in writing) with any person (other than an affiliate) third party in connection with the acquisition, holding, voting or disposition of Company Securities; (viiix) entering into any settlement or cooperation agreement with the conduct of any litigation or investigation related to the Company or the activities contemplated by this agreementCompany; and (viix) engaging in any of the foregoing activities, directly initiating a lawsuit or indirectly, including, without limitation, through or by any Covered Entities, other than pursuant to this agreement. The parties shall cooperate and take all actions reasonably required in furtherance of any actions agreed to be undertaken pursuant to this agreement, including, without limitation (A) voting or causing to be voted any Company Securities beneficially owned by them and (B) executing or causing to be executed one or more written consents or agency designations with respect to such Company Securities. For the avoidance of doubt, this agreement shall not restrict either party’s activities directed solely at a publically traded affiliate of legal action against the Company.