Common use of Procedure for Stockholder Nominations Clause in Contracts

Procedure for Stockholder Nominations. As a condition for the Company being obligated to call a Special Election Meeting and as a condition for nominations of individuals for election to the Board of Directors to be properly brought before the Special Election Meeting by Holders pursuant to Section 3(e) hereof, the Holders must have given notice thereof in writing to the Secretary of the Company not later than 5:00 p.m., Eastern Time, on the 10th day after the First Trigger Date or the Second Trigger Date, as applicable. Such notice shall (1) include each proposed Nominee’s written consent to serve as a director, if elected, (2) in the case of a Special Election Meeting following the Second Trigger Date, include an irrevocable resignation by each proposed Nominee that will automatically be effective upon the effectiveness of a Shelf Registration Statement or listing with a National Securities Exchange, as applicable, and (3) specify, in addition to any information required by the Company’s Charter or Bylaws: (i) as to each proposed Nominee, the name, age, business address and residence address of such proposed Nominee and all other information relating to such proposed Nominee that would be required, pursuant to Regulation 14A promulgated under the Exchange Act (or any successor provision), to be disclosed in a contested solicitation of proxies with respect to the election of such individual as a director; and (ii) as to each Holder giving the notice, the class, series and number of all shares of beneficial interest of the Company that are owned by such Holder, beneficially or of record.

Procedure for Stockholder Nominations. As a condition for the Company being obligated to call a Special Election Meeting and as a condition for For nominations of individuals for election to the Board of Directors to be properly brought before the Special Election Meeting by Holders pursuant to Section 3(e3(d) hereof, a Holder entitled to nominate individuals for election to the Holders Board of Directors at the Special Election Meeting must have given notice thereof in writing to the Secretary of the Company not later than 5:00 p.m., Eastern Time, on the 10th tenth (10th) calendar day after the First Trigger Date or the Second Trigger Date, as applicable. Such notice shall (1) include each such proposed Nominee’s written consent to serve as a director, if elected, (2) in the case of a Special Election Meeting following the Second Trigger Date, include an irrevocable resignation by each proposed Nominee that will automatically be effective upon the effectiveness of a Shelf Registration Statement or listing with a National Securities Exchange, as applicable, and (3) shall specify, in addition to any information required by the Company’s Charter or Bylaws: (i) as to each proposed Nominee, the name, age, business address and residence address of such proposed Nominee and all other information relating to such proposed Nominee that would be required, pursuant to Regulation 14A promulgated under the Exchange Act (or any successor provision), to be disclosed in a contested solicitation of proxies with respect to the election of such individual as a director; and (ii) as to each Holder giving the notice, the class, series and number of all shares of beneficial interest capital stock of the Company that are owned by such Holder, beneficially or of record.