Common use of Specific Performance; Remedies; Other Matters Clause in Contracts

Specific Performance; Remedies; Other Matters. (a) The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, EACH OF THE PARTIES HERETO AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (b) Notwithstanding any other Section in this Agreement and without limiting any other remedies the Company may have in law or equity, if at any time after the date hereof, (i) the Stockholder Group, together with its Affiliates and Associates, ceases collectively to beneficially own, an aggregate Net Long Position of at least 2% of the outstanding Shares (as publicly announced by the Company from time to time and as adjusted for any stock dividends, combinations, splits, and recapitalizations ) (the “Minimum Threshold”) as of such date, or (ii) any Stockholder breaches in any material respects its obligations under this Agreement and such breach has not been cured within 30 days following written notice of such breach from the Company, then in either case the Company’s obligations set forth in the last sentence of Section 3(c) shall terminate (and, with respect to any Stockholder, such obligations shall cease to apply with respect to such Stockholder if it ceases to be the beneficial owner of any Shares). The Stockholder Group shall promptly inform the Company if its Net Long Position is not at least equal to 2% of the outstanding Shares (or if any Stockholder ceases to be the beneficial owner of Shares) and will, upon reasonable request by the Company in connection with the Company’s discharge of its obligations set forth in the last sentence of Section 3(c), confirm in writing that its then current Net Long Position is at least equal to 2% of the outstanding Shares. (c) Within two business days of the date of the provision to the Company of documentation regarding its expenses, the Company shall reimburse the Shareholder Group for the documented out-of-pocket expenses (up to a maximum of $100,000) incurred by the Shareholder Group in connection with its director nominations, the 2015 Annual Meeting, the negotiation and execution of this Agreement and all related activities and matters. Except as provided in the preceding sentence, all costs or expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Specific Performance; Remedies; Other Matters. (a) The In furtherance and not in limitation of Section 9(b), the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, EACH OF THE PARTIES HERETO AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (b) Notwithstanding any other Section in this Agreement and without limiting any other remedies the Company may have in law or equity, (1) in the event that JXXX (or any Affiliate or Associate of JXXX) commits a material breach of this Agreement which is not cured within 10 days of written notice from the Company specifying the material breach, (2) if at any time after the date hereof, (i) the Stockholder GroupJXXX, together with its Affiliates and Associates, ceases collectively to beneficially own, an aggregate Net Long Position of at least 2% of the outstanding 6,120,880 Shares (as publicly announced by the Company from time to time and as adjusted for any stock dividends, combinations, splits, recapitalizations and recapitalizations the like, including giving effect to any conversion or exchange of Shares occurring as a result of the Redomicile Transaction) (the “Minimum Threshold”) as of such date, or (ii3) in the event that, after the Standstill Period has expired but prior to the termination of this Agreement, JXXX (or any Stockholder breaches Affiliate or Associate of JXXX) nominates any alternate directors for the Board, takes any action to obtain representation on the Board or alter the composition of the Board or management or takes any action that would have been prohibited (if the Standstill Period them remained in any material respects its obligations under effect) by Sections 5(a)(i)(2), 5(a)(ii), 5(a)(iv), 5(a)(vii) or 5(a)(viii) of this Agreement and such breach has not been cured within 30 days following written notice of such breach from the CompanyAgreement, then in either case the Company’s obligations set forth in the last sentence of Section 3(c) shall terminate (and, with respect to any Stockholder, such obligations shall cease to apply with respect to such Stockholder if it ceases to be the beneficial owner of any Shares). The Stockholder Group shall promptly inform the Company if its Net Long Position is shall not at least equal be required to 2% of the outstanding Shares (perform or if any Stockholder ceases to be the beneficial owner of Shares) and will, upon reasonable request by the Company in connection with the Company’s discharge of fulfill its obligations set forth in Sections 3, 4 or 5(c) (and for the last sentence avoidance of Section 3(cdoubt may in its discretion remove any New Nominee from any committee of the Board) and the New Nominees shall each promptly tender their resignation as a member of the Board and as a member of any Board committees on which he or she sits, effective immediately upon its acceptance by the Company. As a condition to nomination and/or appointment to the Board pursuant to this Agreement, each New Nominee shall have executed an irrevocable letter agreement with the Company in which each such New Nominee shall agree to resign if required in accordance with this clause (b), confirm which form of irrevocable letter agreement is attached hereto as Exhibit C. JXXX shall keep the Company regularly apprised of changes in writing that its then current Net Long Position is of 1% or more of its Net Long Position at least equal such time to 2% the extent it differs from the beneficial ownership position reported on JANA’s publicly filed Schedule 13D or JXXX ceases to report holdings on Schedule 13D and shall immediately notify the Company in the event any of the outstanding Sharesevents contemplated by this clause (b) occur, including JXXX, together with its Affiliates and Associates, ceasing collectively to meet the Minimum Threshold. (c) Within two business days Notwithstanding any other Section in this Agreement and without limiting any other remedies JXXX may have in law or equity, in the event that the Company (or any officer or director of the date of the provision to the Company of documentation regarding its expenses, the Company shall reimburse the Shareholder Group for the documented out-of-pocket expenses (up to Company) commits a maximum of $100,000) incurred by the Shareholder Group in connection with its director nominations, the 2015 Annual Meeting, the negotiation and execution material breach of this Agreement and all related activities and matters. Except as provided in which is not cured within 10 days of written notice from JXXX specifying the preceding sentence, all costs or expenses incurred in connection with this Agreement material breach (which notice shall be paid by the party incurring such cost non-public and made without public disclosure), then JXXX shall not be required to perform or expensefulfill its obligations set forth in Section 5.

Specific Performance; Remedies; Other Matters. (a) The In furtherance and not in limitation of Section 9(b), the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, EACH OF THE PARTIES HERETO AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (b) Notwithstanding any other Section in this Agreement and without limiting any other remedies the Company may have in law or equity, (1) in the event that XXXX (or any Affiliate or Associate of XXXX) commits a material breach of this Agreement which is not cured within 10 days of written notice from the Company specifying the material breach, (2) if at any time after the date hereof, (i) the Stockholder GroupXXXX, together with its Affiliates and Associates, ceases collectively to beneficially own, an aggregate Net Long Position of at least 2% of the outstanding 6,120,880 Shares (as publicly announced by the Company from time to time and as adjusted for any stock dividends, combinations, splits, recapitalizations and recapitalizations the like, including giving effect to any conversion or exchange of Shares occurring as a result of the Redomicile Transaction) (the “Minimum Threshold”) as of such date, or (ii3) in the event that, after the Standstill Period has expired but prior to the termination of this Agreement, XXXX (or any Stockholder breaches Affiliate or Associate of XXXX) nominates any alternate directors for the Board, takes any action to obtain representation on the Board or alter the composition of the Board or management or takes any action that would have been prohibited (if the Standstill Period them remained in any material respects its obligations under effect) by Sections 5(a)(i)(2), 5(a)(ii), 5(a)(iv), 5(a)(vii) or 5(a)(viii) of this Agreement and such breach has not been cured within 30 days following written notice of such breach from the CompanyAgreement, then in either case the Company’s obligations set forth in the last sentence of Section 3(c) shall terminate (and, with respect to any Stockholder, such obligations shall cease to apply with respect to such Stockholder if it ceases to be the beneficial owner of any Shares). The Stockholder Group shall promptly inform the Company if its Net Long Position is shall not at least equal be required to 2% of the outstanding Shares (perform or if any Stockholder ceases to be the beneficial owner of Shares) and will, upon reasonable request by the Company in connection with the Company’s discharge of fulfill its obligations set forth in Sections 3, 4 or 5(c) (and for the last sentence avoidance of Section 3(cdoubt may in its discretion remove any New Nominee from any committee of the Board) and the New Nominees shall each promptly tender their resignation as a member of the Board and as a member of any Board committees on which he or she sits, effective immediately upon its acceptance by the Company. As a condition to nomination and/or appointment to the Board pursuant to this Agreement, each New Nominee shall have executed an irrevocable letter agreement with the Company in which each such New Nominee shall agree to resign if required in accordance with this clause (b), confirm which form of irrevocable letter agreement is attached hereto as Exhibit C. XXXX shall keep the Company regularly apprised of changes in writing that its then current Net Long Position is of 1% or more of its Net Long Position at least equal such time to 2% the extent it differs from the beneficial ownership position reported on JANA’s publicly filed Schedule 13D or XXXX ceases to report holdings on Schedule 13D and shall immediately notify the Company in the event any of the outstanding Sharesevents contemplated by this clause (b) occur, including XXXX, together with its Affiliates and Associates, ceasing collectively to meet the Minimum Threshold. (c) Within two business days Notwithstanding any other Section in this Agreement and without limiting any other remedies XXXX may have in law or equity, in the event that the Company (or any officer or director of the date of the provision to the Company of documentation regarding its expenses, the Company shall reimburse the Shareholder Group for the documented out-of-pocket expenses (up to Company) commits a maximum of $100,000) incurred by the Shareholder Group in connection with its director nominations, the 2015 Annual Meeting, the negotiation and execution material breach of this Agreement and all related activities and matters. Except as provided in which is not cured within 10 days of written notice from XXXX specifying the preceding sentence, all costs or expenses incurred in connection with this Agreement material breach (which notice shall be paid by the party incurring such cost non-public and made without public disclosure), then XXXX shall not be required to perform or expensefulfill its obligations set forth in Section 5.

Specific Performance; Remedies; Other Matters. (a) The In furtherance and not in limitation of Section 9(b), the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, EACH OF THE PARTIES HERETO AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. (b) Notwithstanding any other Section in this Agreement and without limiting any other remedies the Company may have in law or equity, if at any time after the date hereof, (i) in the Stockholder Group, together with its Affiliates and Associates, ceases collectively to beneficially own, an aggregate Net Long Position event that JCF (or the New Nominee or any Affiliate or Associate of at least 2% JCF) commits a material breach of this Agreement or the outstanding Shares Confidentiality Agreement which is not cured within five (as publicly announced by 5) business days of written notice from the Company from time to time and as adjusted for any stock dividends, combinations, splits, and recapitalizations ) (specifying the “Minimum Threshold”) as of such date, or (ii) any Stockholder breaches in any material respects its obligations under this Agreement and such breach has not been cured within 30 days following written notice of such breach from the Companybreach, then in either case the Company’s obligations set forth in the last sentence of Section 3(c) shall terminate (and, with respect to any Stockholder, such obligations shall cease to apply with respect to such Stockholder if it ceases to be the beneficial owner of any Shares). The Stockholder Group shall promptly inform the Company if its Net Long Position is shall not at least equal be required to 2% of the outstanding Shares (perform or if any Stockholder ceases to be the beneficial owner of Shares) and will, upon reasonable request by the Company in connection with the Company’s discharge of fulfill its obligations set forth in Section 3 (including Section 3(d)) and the last sentence New Nominee shall promptly tender his resignation as a member of the Board and as a member of any Board committees on which he sits, effective immediately upon its acceptance by the Board, (ii) in the event that the New Nominee fails to comply with any of the policies, procedures, processes, codes, rules, standards, guidelines or legal, regulatory or stock exchange requirements applicable to non-management Board members of the Company (including those set forth in Section 3(b)) and the New Nominee is required by the terms thereof (which are applicable to the other non-management Board members of the Company) to tender his resignation as a result of such non-compliance, the New Nominee shall promptly tender his resignation as a member of the Board and as a member of any Board committees on which he sits, effective immediately upon its acceptance by the Board (although the Company shall not be relieved of its obligations hereunder in respect of Section 3(c3(d)), confirm and (iii) in writing the event that its then current Net Long Position is the New Nominee remains on the Board at least equal to 2% the end of the outstanding Shares.Standstill Period, if (A) JCF has submitted a director nomination to the Company that has not been revoked by the end of the Standstill Period or (B) if JCF, its Affiliates or Associates intend to take, or take, any other action that would not be permitted during the Standstill Period, the New Nominee shall promptly tender his resignation as a member of the Board and as a member of any Board committees on which he sits, effective immediately upon its acceptance by the Board. In connection with any such resignation in accordance with this Section 9(c), the New Nominee shall deliver to the Board an executed copy of the form of resignation letter attached hereto as Exhibit C. (c) Within two business days Notwithstanding any other Section in this Agreement and without limiting any other remedies JCF may have in law or equity, in the event that the Company (or any officer or director of the date of the provision to the Company of documentation regarding its expenses, the Company shall reimburse the Shareholder Group for the documented out-of-pocket expenses (up to Company) commits a maximum of $100,000) incurred by the Shareholder Group in connection with its director nominations, the 2015 Annual Meeting, the negotiation and execution material breach of this Agreement and all related activities and matters. Except as provided in which is not cured within five (5) days of written notice from JCF specifying the preceding sentence, all costs or expenses incurred in connection with this Agreement material breach (which notice shall be paid by the party incurring such cost non-public and made without public disclosure), then JCF shall not be required to perform or expensefulfill its obligations set forth in Section 5.