Common use of Proxy Solicitation Materials Clause in Contracts

Proxy Solicitation Materials. The Company agrees that the Company’s “proxy statement” (as defined in Rule 14a-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to the 2015 Annual Meeting (such proxy statement, the “2015 Proxy Statement”) and all other solicitation materials to be delivered to stockholders in connection with the 2015 Annual Meeting will be prepared in accordance with, and in a manner consistent with the intent and purpose of, this Agreement. The Company will provide each Investor with a true and complete copy of any portion of the 2015 Proxy Statement or other “soliciting materials” (as used in Rule 14a-6 promulgated under the Exchange Act) with respect to the 2015 Annual Meeting, in each case that refer to the Investors, the New Nominees or this Agreement, at least two business days before filing such materials with the SEC in order to permit the Investors a reasonable opportunity to review and comment on such portions, and will consider in good faith any comment received from the Investors and their respective counsel relating to such portions. Except as required by applicable law, the Company will use the same or substantially similar language, or any summary thereof that is agreed upon for the foregoing filings, in all other filings with the SEC that disclose, discuss, refer to or are being filed in response to or as a result of this Agreement. Each Investor will promptly provide all information relating to the New Nominees and other information to the extent required under applicable law to be included in the Company’s 2015 Proxy Statement and any other soliciting materials (as such term is used in Rule 14a-6 promulgated under the Exchange Act) to be filed with the SEC or delivered to stockholders of the Company in connection with the 2015 Annual Meeting. The 2015 Proxy Statement and other soliciting materials will contain the same type of information and manner of presentation concerning the New Nominees as provided for the Company’s other independent director nominees.

Proxy Solicitation Materials. The Company agrees that the Company’s “proxy statement” (as defined in Rule 14a-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to the 2015 2016 Annual Meeting (such proxy statement, the “2015 2016 Proxy Statement”) and all other solicitation materials to be delivered to stockholders in connection with the 2015 2016 Annual Meeting will be prepared in accordance with, and in a manner consistent with the intent and purpose of, this Agreement. The Company will provide each the Investor with a true and complete copy of any portion of the 2015 2016 Proxy Statement or other “soliciting materials” (as used in Rule 14a-6 promulgated under the Exchange Act) with respect to the 2015 2016 Annual Meeting, in each case that refer to the InvestorsInvestor, the New Nominees Nominee or this Agreement, at least two business days before filing such materials with the SEC in order to permit the Investors Investor a reasonable opportunity to review and comment on such portions, and will consider in good faith any comment received from the Investors Investor and their respective its counsel relating to such portions. Except as required by applicable law, the Company will use the same or substantially similar language, or any summary thereof that is agreed upon for the foregoing filings, in all other filings with the SEC that disclose, discuss, refer to or are being filed in response to or as a result of this Agreement. Each The Investor will promptly provide all information relating to the New Nominees Nominee and other information to the extent required under applicable law to be included in the Company’s 2015 2016 Proxy Statement and any other soliciting materials (as such term is used in Rule 14a-6 promulgated under the Exchange Act) to be filed with the SEC or delivered to stockholders of the Company in connection with the 2015 2016 Annual Meeting. The 2015 2016 Proxy Statement and other soliciting materials will contain the same type of information and manner of presentation concerning the New Nominees Nominee as provided for the Company’s other independent director nominees.

Proxy Solicitation Materials. The Company agrees that the Company’s “proxy statement” (as defined in Rule 14a-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to the 2015 2016 Annual Meeting (such proxy statement, the “2015 2016 Proxy Statement”) and all other solicitation materials to be delivered to stockholders in connection with the 2015 2016 Annual Meeting will be prepared in accordance with, and in a manner consistent with the intent and purpose of, this Agreement. The Company will provide each the Investor with a true and complete copy of any portion of the 2015 2016 Proxy Statement or other “soliciting materials” (as used in Rule 14a-6 promulgated under the Exchange Act) with respect to the 2015 2016 Annual Meeting, in each case that refer to the InvestorsInvestor, the New Nominees Nominee or this Agreement, at least two business days before filing such materials with the SEC U.S. Securities and Exchange Commission (the “SEC”) in order to permit the Investors Investor a reasonable opportunity to review and comment on such portions, and will consider in good faith any comment received from the Investors Investor and their respective its counsel relating to such portions. Except as required by applicable law, the Company will use the same or substantially similar language, or any summary thereof that is agreed upon for the foregoing filings, in all other filings with the SEC that disclose, discuss, refer to or are being filed in response to or as a result of this Agreement. Each The Investor will promptly provide all information relating to the New Nominees Nominee and other information to the extent required under applicable law to be included in the Company’s 2015 2016 Proxy Statement and any other soliciting materials (as such term is used in Rule 14a-6 promulgated under the Exchange Act) to be filed with the SEC or delivered to stockholders of the Company in connection with the 2015 2016 Annual Meeting. The 2015 2016 Proxy Statement and other soliciting materials will contain the same type of information and manner of presentation concerning the New Nominees Nominee as provided for the Company’s other independent director nominees.

Proxy Solicitation Materials. The Company agrees that the Company’s “proxy statement” statement (as such term is defined in Rule 14a-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to the 2015 2014 Annual Meeting (such proxy statement, the “2015 2014 Proxy Statement”) and all other solicitation materials to be delivered to stockholders in connection with the 2015 2014 Annual Meeting will be prepared in accordance with, and in a manner consistent with the intent and purpose of, this Agreement. The Company will provide each Investor Barington with a true and complete copy copies of any portion of the 2015 2014 Proxy Statement or other “soliciting materials” materials (as such term is used in Rule 14a-6 promulgated under the Exchange Act) with respect to the 2015 2014 Annual Meeting, in each case that refer to the InvestorsBarington Group, the New Nominees or this Agreement, at least two business days before filing such materials with the SEC in order to permit the Investors Barington a reasonable opportunity to review and comment on such portions, and will consider in good faith any comment comments received from the Investors Barington and their respective its counsel relating to such portions. Except as required by applicable law, the Company will use the same or substantially similar language, or any summary thereof that is agreed upon for the foregoing filings, in all other filings with the SEC that disclose, discuss, refer to or are being filed in response to or as a result of this Agreement. Each Investor Barington will provide, as promptly provide as reasonably practicable, all information relating to Barington, the New Nominees and other information to the extent required under applicable law to be included in the Company’s 2015 2014 Proxy Statement and any other soliciting materials (as such term is used in Rule 14a-6 promulgated under the Exchange Act) to be filed with the SEC or delivered to stockholders of the Company in connection with the 2015 2014 Annual Meeting. The 2015 2014 Proxy Statement and other soliciting materials will contain the same type of information and manner of presentation concerning the New Nominees as provided for the Company’s other independent director nominees.