Common use of Proxy Solicitations, etc Clause in Contracts

Proxy Solicitations, etc. Prior to the third anniversary of the Effective Date, no member of the Investor Group or the Shareholder Group shall, in any way, participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in Regulation 14A promulgated under the Exchange Act) to vote or consent with respect to any Company Voting Securities or become a "participant" in an "election contest" (as such terms are used in Rule 14a-11 under the Exchange Act) with respect to the Company, except, in each case, with the prior approval of the Disinterested Directors; provided, however, that members of the Shareholder Group may participate in the solicitation of proxies with respect to matters recommended by the Company's Board of Directors.

Proxy Solicitations, etc. Prior to the third anniversary of the Effective Datedate of the Original Agreement, no member of the Investor Group or the Shareholder Group shall, in any way, participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in Regulation 14A promulgated under the Exchange Act) to vote or consent with respect to any Company Voting Securities or become a "participant" in an "election contest" (as such terms are used in Rule 14a-11 under the Exchange Act) with respect to the Company, except, in each case, with the prior approval of the Disinterested Directors; provided, however, that members of the Shareholder Group may participate in the solicitation of proxies with respect to matters recommended by the Company's Board of Directors.