Common use of Submission of Questionnaire Clause in Contracts

Submission of Questionnaire. Representation and Agreement. To be eligible to be a nominee for election or re-election as a director of the Corporation pursuant to Section 2.03(A)(1)(d), a proposed nominee must deliver in writing (in accordance with the time periods prescribed for delivery of notice under this ‎Section 2.03) to the Secretary (1) a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such written request), (2) an irrevocable, contingent resignation to the Board of Directors, in a form acceptable to the Board of Directors, and (3) a written representation and agreement (in the form provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such request) that such person (a) is not and will not become a party to (i) any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Director of the Corporation, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable rules of the exchanges upon which the securities of the Corporation are listed and all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation and (d) in such person’s individual capacity and on behalf of any Holder on whose behalf the nomination is being made, intends to serve a full term if elected as a director of the Corporation.

Submission of Questionnaire. Representation and Agreement. To be eligible to be a nominee for election or re-election as a director of the Corporation pursuant to Section 2.03(A)(1)(d)Corporation, a proposed nominee person must deliver in writing (in accordance with the time periods prescribed for delivery of notice under this ‎Section 2.03Article 3.4(a) of these By-Laws to the Secretary (1) of the Corporation at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such written request), (2) an irrevocable, contingent resignation to the Board of Directors, in a form acceptable to the Board of Directors, and (3) a written representation and agreement (in the form provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such request) that such person proposed nominee satisfies the Applicable Qualification Criteria (aas defined below) and (1) is not and will not become a party to (iA) any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (iiB) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Director director of the Corporation, with such person’s fiduciary duties under applicable law, (b2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporationtherein, and (c3) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply comply, with all applicable rules of the exchanges upon which the securities of the Corporation are listed and all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation and (d) in such person’s individual capacity and on behalf of any Holder on whose behalf the nomination is being made, intends to serve a full term if elected as a director of the Corporation.

Submission of Questionnaire. Representation and Agreement. To be eligible to be a nominee for election or re-election reelection as a director Director of the Corporation pursuant to Section 2.03(A)(1)(d)Company, a proposed nominee person must deliver in writing (in accordance with the time periods prescribed for delivery of notice under Section 5.15 of this ‎Section 2.03Agreement) to the Secretary (1) of the Company at the principal executive offices of the Company a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such written request), (2) an irrevocable, contingent resignation to the Board of Directors, in a form acceptable to the Board of Directors, and (3) a written representation and agreement (in the form provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such request) that such person (ai) is not and will not become a party to (iA) any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director of the CorporationCompany, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation Company or (iiB) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Director of the CorporationCompany, with such person’s fiduciary duties under applicable law, (bii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director Director that has not been disclosed to the Corporationtherein, and (ciii) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director Director of the CorporationCompany, and will comply with all with, applicable rules of the exchanges upon which the securities of the Corporation are listed law and all applicable publicly disclosed corporate governance, conflict of interest, opportunities, confidentiality and stock ownership and trading policies and guidelines of the Corporation and (d) in such person’s individual capacity and on behalf of any Holder on whose behalf the nomination is being made, intends to serve a full term if elected as a director of the CorporationCompany.

Submission of Questionnaire. Representation and Agreement. To be eligible to be a nominee for election or re-election reelection as a director Director of the Corporation pursuant to Section 2.03(A)(1)(d)Company, a proposed nominee person must deliver in writing (in accordance with the time periods prescribed for delivery of notice under Section 5.14 of this ‎Section 2.03Agreement) to the Secretary (1) of the Company at the principal executive offices of the Company a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such written request), (2) an irrevocable, contingent resignation to the Board of Directors, in a form acceptable to the Board of Directors, and (3) a written representation and agreement (in the form provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such request) that such person (ai) is not and will not become a party to (iA) any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director of the CorporationCompany, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation Company or (iiB) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Director of the CorporationCompany, with such person’s fiduciary duties under applicable law, (bii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director Director that has not been disclosed to the Corporationtherein, and (ciii) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director Director of the CorporationCompany, and will comply with all with, applicable rules of the exchanges upon which the securities of the Corporation are listed law and all applicable publicly disclosed corporate governance, conflict of interest, opportunities, confidentiality and stock ownership and trading policies and guidelines of the Corporation and (d) in such person’s individual capacity and on behalf of any Holder on whose behalf the nomination is being made, intends to serve a full term if elected as a director of the CorporationCompany.