Common use of SPECIAL TRANSACTION PROCEDURES Clause in Contracts

SPECIAL TRANSACTION PROCEDURES. (a) Subject to the provisions of applicable law and any applicable securities exchange listing requirements, any two Directors (the "INITIATING DIRECTORS") shall have the right to subject any proposed resolution of the Board (a "PROPOSED RESOLUTION") which, if adopted by the Board, would authorize, direct or instruct management of the Company to negotiate, enter into or consummate a Special Transaction, to the reconciliation procedure set forth in this Section 3.3 (the "RECONCILIATION PROCEDURE"). (b) If the agenda for any meeting of the Board contains any item for review by the Board the subject matter of which may lead the Board to adopt a Proposed Resolution, then the Company shall identify such agenda item as a Special Transaction in the materials accompanying the agenda. To initiate the Reconciliation Procedure, the Initiating Directors must notify the Company and each of the other Directors (the "INITIATION NOTIFICATION") within five (5) Business Days of delivery to the Board of the agenda and materials outlining the subject matter of the Special Transaction in respect of which the Initiating Directors are exercising their right to initiate the Reconciliation Procedure. (c) Upon receipt by the Company and each of the Directors (other than the Initiating Directors) of the Initiation Notification, the Board shall refrain from adopting any Proposed Resolution which is the subject of the Reconciliation Procedure until the date that is at least forty-five (45) calendar days after the delivery by the Company of the agenda containing the relevant Special Transaction (the "RECONCILIATION TERMINATE DATE"), unless the Initiating Directors have agreed in writing that the Board may adopt such Proposed Resolution within a period of less than forty-five calendar days. (d) At any time after the delivery of the Initiation Notification and prior to the expiration of the Reconciliation Termination Date, the Initiating Directors may demand that the Company convene a special meeting of the Board (a "SPECIAL MEETING") for further consideration of the Special Transaction by delivering written notification to the Company requesting that the Company convene such Special Meeting (the "SPECIAL MEETING NOTIFICATION"). The Initiating Directors may, in the Special Meeting Notification, request that the Company retain a Special Consultant to review the Special Transaction in accordance with Section 3.3(i). (e) Upon receipt of a Special Meeting Notification, the Company shall undertake to (i) convene a Special Meeting as soon as practically possible and in any event prior to the Reconciliation Termination Date, and (ii) if requested by the Initiating Directors, retain a Special Consultant to review the Special Transaction. (f) At any time after the Reconciliation Termination Date or at the Special Meeting, any Director may move for the adoption of the Proposed Resolution that is the subject matter of the Reconciliation Procedure. Such Proposed Resolution must be approved and adopted by a majority of the Directors voting in favor of the Proposed Resolution. (g) With respect to any single Special Transaction, each Director may initiate the Reconciliation Procedure only once. (h) For the purposes of this Section 3.3, "SPECIAL TRANSACTION" shall mean any transaction or series of related transactions involving, directly or indirectly, a value exceeding five percent (5%) of the total consolidated assets of the Company and its Subsidiaries.

SPECIAL TRANSACTION PROCEDURES. (a) Subject to the provisions of applicable law and any applicable securities exchange listing requirements, any two Directors (the "INITIATING DIRECTORSInitiating Directors") shall have the right to subject any proposed resolution of the Board (a "PROPOSED RESOLUTIONProposed Resolution") which, if adopted by the Board, would authorize, direct or instruct management of the Company to negotiate, enter into or consummate a Special Transaction, to the reconciliation procedure set forth in this Section 3.3 (the "RECONCILIATION PROCEDUREReconciliation Procedure"). (b) If the agenda for any meeting of the Board contains any item for review by the Board the subject matter of which may lead the Board to adopt a Proposed Resolution, then the Company shall identify such agenda item as a Special Transaction in the materials accompanying the agenda. To initiate the Reconciliation Procedure, the Initiating Directors must notify the Company and each of the other Directors (the "INITIATION NOTIFICATIONInitiation Notification") within five (5) Business Days of delivery to the Board of the agenda and materials outlining the subject matter of the Special Transaction in respect of which the Initiating Directors are exercising their right to initiate the Reconciliation Procedure. (c) Upon receipt by the Company and each of the Directors (other than the Initiating Directors) of the Initiation Notification, the Board shall refrain from adopting any Proposed Resolution which is the subject of the Reconciliation Procedure until the date that is at least forty-five (45) calendar days after the delivery by the Company of the agenda containing the relevant Special Transaction (the "RECONCILIATION TERMINATE DATEReconciliation Terminate Date"), unless the Initiating Directors have agreed in writing that the Board may adopt such Proposed Resolution within a period of less than forty-five calendar days. (d) At any time after the delivery of the Initiation Notification and prior to the expiration of the Reconciliation Termination Date, the Initiating Directors may demand that the Company convene a special meeting of the Board (a "SPECIAL MEETINGSpecial Meeting") for further consideration of the Special Transaction by delivering written notification to the Company requesting that the Company convene such Special Meeting (the "SPECIAL MEETING NOTIFICATIONSpecial Meeting Notification"). The Initiating Directors may, in the Special Meeting Notification, request that the Company retain a Special Consultant to review the Special Transaction in accordance with Section 3.3(i). (e) Upon receipt of a Special Meeting Notification, the Company shall undertake to (i) convene a Special Meeting as soon as practically possible and in any event prior to the Reconciliation Termination Date, and (ii) if requested by the Initiating Directors, retain a Special Consultant to review the Special Transaction. (f) At any time after the Reconciliation Termination Date or at the Special Meeting, any Director may move for the adoption of the Proposed Resolution that is the subject matter of the Reconciliation Procedure. Such Proposed Resolution must be approved and adopted by a majority of the Directors voting in favor of the Proposed Resolution. (g) With respect to any single Special Transaction, each Director may initiate the Reconciliation Procedure only once. (h) For the purposes of this Section 3.3, "SPECIAL TRANSACTIONSpecial Transaction" shall mean any transaction or series of related transactions involving, directly or indirectly, a value exceeding five percent (5%) of the total consolidated assets of the Company and its Subsidiaries.

SPECIAL TRANSACTION PROCEDURES. (a) Subject to the provisions of applicable law and any applicable securities exchange listing requirements, any two Directors (the "INITIATING DIRECTORS") shall have the right to subject any proposed resolution of the Board (a "PROPOSED RESOLUTION") which, if adopted by the Board, would authorize, direct or instruct management of the Company to negotiate, enter into or consummate a Special Transaction, to the reconciliation procedure set forth in this Section 3.3 (the "RECONCILIATION PROCEDURE"). (b) If the agenda for any meeting of the Board contains any item for review by the Board the subject matter of which may lead the Board to adopt a Proposed Resolution, then the Company shall identify such agenda item as a Special Transaction in the materials accompanying the agenda. To initiate the Reconciliation Procedure, the Initiating Directors must notify the Company and each of the other Directors (the "INITIATION NOTIFICATION") within five (5) Business Days of delivery to the Board of the agenda and materials outlining the subject matter of the Special Transaction in respect of which the Initiating Directors are exercising their right to initiate the Reconciliation Procedure. (c) Upon receipt by the Company and each of the Directors (other than the Initiating Directors) of the Initiation Notification, the Board shall refrain from adopting any Proposed Resolution which is the subject of the Reconciliation Procedure until the date that is at least forty-five (45) calendar days after the delivery by the Company of the agenda containing the relevant Special Transaction (the "RECONCILIATION TERMINATE DATE"), unless the Initiating Directors have agreed in writing that the Board may adopt such Proposed Resolution within a period of less than forty-five calendar days. (d) At any time after the delivery of the Initiation Notification and prior to the expiration of the Reconciliation Termination Date, the Initiating Directors may demand that the Company convene a special meeting of the Board (a "SPECIAL MEETING") for further consideration of the Special Transaction by delivering written notification to the Company requesting that the Company convene such Special Meeting (the "SPECIAL MEETING NOTIFICATION"). The Initiating Directors may, in the Special Meeting Notification, request that the Company retain a Special Consultant to review the Special Transaction in accordance with Section 3.3(i). (e) Upon receipt of a Special Meeting Notification, the Company shall undertake to (i) convene a Special Meeting as soon as practically possible and in any event prior to the Reconciliation Termination Date, and (ii) if requested by the Initiating Directors, retain a Special Consultant to review the Special Transaction. (f) At any time after the Reconciliation Termination Date or at the Special Meeting, any Director may move for the adoption of the Proposed Resolution that is the subject matter of the Reconciliation Procedure. Such Proposed Resolution must be approved and adopted by a majority of the Directors voting in favor of the Proposed Resolution. (g) With respect to any single Special Transaction, each Director may initiate the Reconciliation Procedure only once. (h) For the purposes of this Section 3.3, "SPECIAL TRANSACTION" shall mean any transaction or series of related transactions involving, directly or indirectly, a value exceeding five percent (5%) of the total consolidated assets of the Company and its Subsidiaries.the