Common use of Representations and Warranties and Covenants of the Company Clause in Contracts

Representations and Warranties and Covenants of the Company. The Company represents and warrants, that as of the date of this Agreement, (a) none of the Company, the Board nor their respective advisors are engaged in discussions to grant board representation or board designation rights to any other stockholder of the Company, except for the Icahn Group and (b) the Company will establish as the record date for the 2024 Annual Meeting a date within 30 days before or after the date that is the one-year anniversary of the record date for the 2023 Annual Meeting (i.e., within 30 days before or 30 days after March 6, 2024). Once the record date for the 2024 Annual Meeting has been established and disclosed by the Board, except to the extent required by law, any court of competent jurisdiction, or any governmental or regulatory body, including without limitation the Securities and Exchange Commission or the rules or regulations of the New York Stock Exchange, without the written consent of the Icahn Group, the Company shall not change the record date for the 2024 Annual Meeting. Further, the Company agrees that if the Company enters into an agreement, arrangement or understanding, or otherwise grants any rights, to any other stockholder of the Company to avoid a proxy or similar contest with such stockholder at the 2024 Annual Meeting, then to the extent such agreement, arrangement or understanding grants any right or rights that are more favorable than those set forth in this Agreement, the Company agrees it shall offer the same such rights to the Icahn Group.

Representations and Warranties and Covenants of the Company. The Company represents and warrants, that as of the date of this Agreement, (a) none of the Company, the Board nor their respective advisors are engaged in discussions to grant board representation or board designation rights to any other stockholder of the Company, except for the Icahn Group and (b) the Company will establish as the record date for the 2024 2025 Annual Meeting a date within 30 days before or after the date that is the one-year anniversary of the record date for the 2023 2024 Annual Meeting (i.e., within 30 days before or 30 days after March 64, 20242025). Once the record date for the 2024 2025 Annual Meeting has been established and disclosed by the Board, except to the extent required by law, any court of competent jurisdiction, or any governmental or regulatory body, including without limitation the Securities and Exchange Commission or the rules or regulations of the New York Stock Exchange, without the written consent of the Icahn Group, the Company shall not change the record date for the 2024 2025 Annual Meeting. Further, the Company agrees that if the Company enters into an agreement, arrangement or understanding, or otherwise grants any rights, to any other stockholder of the Company to avoid a proxy or similar contest with such stockholder at the 2024 2025 Annual Meeting, then to the extent such agreement, arrangement or understanding grants any right or rights that are more favorable than those set forth in this Agreement, the Company agrees it shall offer the same such rights to the Icahn Group.

Representations and Warranties and Covenants of the Company. The Company represents and warrants, that as of the date of this Agreement, (a) none of the Company, the Board nor their respective advisors are engaged in discussions to grant board representation or board designation rights to any other stockholder shareholder of the Company, except for the Icahn Group Group, and (b) the Company will establish as the record date for the 2024 2023 Annual Meeting a date within 30 days before or after the date that is the one-year anniversary of the record date for the 2023 2022 Annual Meeting (i.e., within 30 days before or 30 days after March 68, 20242023). Once the record date for the 2024 2023 Annual Meeting has been established and disclosed by the Board, except to the extent required by law, any court of competent jurisdiction, or any governmental or regulatory body, including without limitation the Securities and Exchange Commission or the rules or regulations of the New York Stock Exchange, without the written consent of the Icahn GroupGroup (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not change the record date for the 2024 2023 Annual Meeting. Further, the Company agrees that if the Company enters into an agreement, arrangement or understanding, or otherwise grants any rights, to any other stockholder shareholder of the Company to avoid a proxy or similar contest with such stockholder shareholder at the 2024 2023 Annual Meeting, then to the extent such agreement, arrangement or understanding grants any right or rights that are more favorable than those set forth in this Agreement, the Company agrees it shall offer the same such rights to the Icahn Group.