Common use of Proxy Solicitations, etc Clause in Contracts

Proxy Solicitations, etc. For so long as the Company shall have a class of equity securities that is listed for trading on the New York Stock Exchange or any other national securities exchange, no member of the Trian Group shall solicit proxies, assist, encourage or participate with any other person in any way, directly or indirectly, in the solicitation of proxies, become a “participant” in a “solicitation,” or assist any “participant” in, a “solicitation” (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act), or submit any proposal for the vote of stockholders of the Company, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of Company Voting Securities, in each case, if the result of any such proposal or solicitation would be to cause the Board of Directors of the Company to be comprised of less than a majority of Independent Directors. For the avoidance of doubt, the foregoing shall not prohibit any member of the Trian Group from (i) exercising its right as a director to vote in favor of the nomination of any person approved by the Nominating and Corporate Governance Committee of the Board of Directors or (ii) voting its shares of Company Voting Securities in favor of the election of any person nominated by the Board of Directors for election to the Board of Directors.

Proxy Solicitations, etc. For so long as the Company shall have a class of equity securities that is listed for trading on the New York Stock Exchange or any other national securities exchange, no member of the Trian Group shall solicit proxies, assist, encourage or participate with any other person in any way, directly or indirectly, in the solicitation of proxies, become a “participant” in a “solicitation,” or assist any “participant” in, a “solicitation” (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act), or submit any proposal for the vote of stockholders of the Company, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of Company Voting Securities, in each case, if the result of any such proposal or solicitation would be to cause the Board of Directors of the Company to be comprised of less than a majority of Independent Directors. For the avoidance of doubt, the foregoing shall not prohibit any member of the Trian Group from (i) exercising its right his or her rights or responsibilities as a director member of the Board of Directors, including with respect to any vote in favor of the nomination of any person approved by the Nominating and Corporate Governance Committee of the Board of Directors or Directors, (ii) voting its shares of Company Voting Securities in favor of the election of any person nominated by the Board of Directors for election to the Board of DirectorsDirectors or (iii) exercising any other rights to vote or transfer its shares of Common Stock and Derivative Securities set forth in this Agreement.