Common use of Voting Commitment Clause in Contracts

Voting Commitment. From and after the date hereof and until the Termination Date, the Kanen Group shall, and shall cause each of its Affiliates to, (i) appear in person or by proxy at all annual and special meetings of the Company’s stockholders or in connection with actions taken by written consent or to otherwise cause all shares of Common Stock beneficially owned by the Kanen Group to be counted as present thereat for purposes of establishing a quorum; (ii) vote, or cause to be voted, all shares of Common Stock beneficially owned by the Kanen Group in favor of each of the nominees for election as directors nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board), and, except in connection with any Extraordinary Transaction or Other Voting Recommendation (as defined below), with respect to each of the proposals identified in the Company’s definitive proxy statement or any supplement thereto, in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters that the Board recommends against stockholder approval; provided, however, in the event that either Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co. (“Glass Lewis”) issues a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation of the Board, the Kanen Group shall have the right to vote its shares of Common Stock on the Company’s proxy card or voting instruction form in accordance with either the ISS or Glass Lewis recommendation (the “Other Voting Recommendation”).

Voting Commitment. From and after During the date hereof and until the Termination DateRestricted Period, the Kanen Group shall, and shall cause at each annual or special meeting of its Affiliates to, (i) appear in person or by proxy at all annual and special meetings of the Company’s stockholders (including any adjournments, postponements or in connection with actions taken other delays thereof) or action by written consent or to otherwise consent, the Xxxxxxx Signatories will cause all shares of Common Stock Voting Securities (as defined below) that are beneficially owned by the Kanen Xxxxxxx Group and that the Xxxxxxx Group has the right to vote to be counted as (a) present thereat for quorum purposes of establishing a quorum; (iiif applicable) vote, and (b) voted or cause to be voted, all shares of Common Stock beneficially owned by the Kanen Group consented (i) in favor of the election of each of the nominees for election as directors nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board), and, except in connection with any Extraordinary Transaction or Other Voting Recommendation (as defined below), with respect to each of the proposals identified in the Company’s definitive proxy statement or any supplement thereto, in accordance with the Board’s recommendations, including in favor of all matters person recommended by the Board for stockholder approval election as a director; (ii) against any proposals or resolutions to remove any member of the Board; and against all matters that (iii) in accordance with the recommendation of the Board recommends against on all other proposals or business that may be the subject of stockholder approval; providedaction at such meeting or action by written consent, however, in the event except that either (A) if Institutional Shareholder Services Inc. (“ISS”) or and Glass Lewis & Co. Co., LLC (“Glass Lewis”) issues recommend a vote inconsistent with the recommendation of the Board with respect to any matter proposals or business (other than the election or removal of directors) at such meeting or action by written consent, then each member of the Xxxxxxx Group will be permitted to vote in accordance with such ISS and Glass Lewis recommendation; and (B) each member of the Xxxxxxx Group will be permitted to vote in its sole discretion on any proposal with respect to an Extraordinary Transaction (as defined below). The Xxxxxxx Signatories will use commercially reasonable efforts (including by calling back loaned out shares) to ensure that the election of nominees as directors to Xxxxxxx Group has voting power for any Voting Securities owned by the Board or the removal of directors from the Board) that is different from the recommendation of the Board, the Kanen Xxxxxxx Group shall have the right to vote its shares of Common Stock on the record date for each annual or special meeting of Company’s proxy card stockholders (including any adjournments, postponements or voting instruction form in accordance with either the ISS other delays thereof) or Glass Lewis recommendation (the “Other Voting Recommendation”)action by written consent.

Voting Commitment. From and after During the date hereof and until the Termination DateRestricted Period, the Kanen Group shall, and shall cause at each annual or special meeting of its Affiliates to, (i) appear in person or by proxy at all annual and special meetings of the Company’s stockholders (including any adjournments, postponements or other delays thereof) and in connection with actions taken each action by written consent or to otherwise consent, the members of the Barington Group will cause all shares of Common Stock Voting Securities (as defined below) that are beneficially owned by the Kanen members of the Barington Group, and that the members of the Barington Group have the right to vote as of the record date for such meeting or consent, to be counted (a) present for quorum purposes, if applicable; and (b) voted or consented (i) in favor of the election of each person nominated by the Board for election as present thereat for purposes of establishing a quorumdirector; (ii) vote, against any proposals or cause resolutions to be voted, all shares of Common Stock beneficially owned by the Kanen Group in favor of each remove any member of the nominees for election as directors nominated by the Board Board; and recommended by the Board (and not in favor of any other nominees to serve on the Board), and, except in connection with any Extraordinary Transaction or Other Voting Recommendation (as defined below), with respect to each of the proposals identified in the Company’s definitive proxy statement or any supplement thereto, iii) in accordance with the Board’s recommendations, including in favor recommendation of all matters recommended by the Board for on all other proposals or business that may be the subject of stockholder approval and against all matters that action at such meeting or action by written consent. Notwithstanding the Board recommends against stockholder approval; providedforegoing, however, in the event that either (A) if Institutional Shareholder Services Inc. (“ISS”) or Glass Glass, Lewis & Co. Co., LLC (“Glass Lewis”) issues recommends a recommendation vote inconsistent with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation of the BoardBoard at any annual or special meeting of Company’s stockholders with respect to (1) Company’s “say-on-pay” proposal or (2) any other proposal (other than the election or removal of directors), then the Kanen members of the Barington Group shall have the right will be permitted to vote its shares of Common Stock on the Company’s proxy card or voting instruction form in accordance with either the recommendation of ISS or Glass Lewis recommendation Lewis; and (B) the “Other Voting Recommendation”members of the Barington Group will be permitted to vote in their sole discretion on any proposals related to an Extraordinary Transaction (as defined below).

Voting Commitment. From and after During the date hereof and until the Termination DateRestricted Period, the Kanen Group shall, and shall cause at each of its Affiliates to, (i) appear in person annual or by proxy at all annual and special meetings meeting of the Company’s stockholders (including any adjournments, postponements or other delays thereof), and in connection with actions taken any purported action by written consent or to otherwise in lieu of a meeting, the Scalar Gauge Signatories will cause all shares of Common Stock Voting Securities (as defined below) that are beneficially owned by the Kanen Group any Restricted Person to be counted as (a) present thereat for purposes of establishing a quorumquorum purposes, if applicable; and (iib) vote, voted or cause to be voted, all shares of Common Stock beneficially owned by the Kanen Group consented (i) in favor of the election of each of the nominees for election as directors person nominated by the Board for election as a director; and recommended by the Board (and not in favor of any other nominees to serve on the Board), and, except in connection with any Extraordinary Transaction or Other Voting Recommendation (as defined below), with respect to each of the proposals identified in the Company’s definitive proxy statement or any supplement thereto, ii) in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters recommendation on any proposal or resolutions that the Board recommends against stockholder approvalis not a proposal or resolution to approve or adopt an Extraordinary Transaction (as defined below); provided, however, that in the event that either Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co. Co., LLC (“Glass Lewis”) issues (including any successors thereof) issue a voting recommendation that differs from the voting recommendation of the Board with respect to any matter proposal submitted to shareholders at a shareholder meeting (other than with respect to the election of nominees as directors to the Board or Board, the removal of directors from the Board) that is different from , the recommendation size of the Board or the filling of vacancies on the Board), the Kanen members of the Scalar Gauge Group shall have the right be permitted to vote its shares of Common Stock on the Company’s proxy card or voting instruction form in accordance with either the any such recommendation of ISS or Glass Lewis recommendation Xxxxx Xxxxx (the “Other Voting Recommendation”including any successors thereof).

Voting Commitment. From and after During the date hereof and until the Termination DateStandstill Period (as defined below), the Kanen Group Investors shall, and shall cause each of its Affiliates their Affiliates, Associates and Family Members to, (i) appear in person or by proxy at all annual each Stockholder Meeting and special meetings of the Company’s stockholders or in connection with actions taken by written consent or to otherwise cause vote all shares of Common Stock voting stock of the Company beneficially owned by the Kanen Group to be counted as present thereat for purposes of establishing a quorum; it, him or her and over which it, he or she has voting power (iii) vote, or cause to be voted, all shares of Common Stock beneficially owned by the Kanen Group in favor of the election of each of the Board’s nominees for election to serve as directors nominated by on the Board Board, (ii) against stockholder nominations for directors that are not approved and recommended by the Board for election at any such meeting, (and not in favor iii) against any proposals or resolutions to remove any member of any other nominees to serve on the Board), and, except in connection with any Extraordinary Transaction or Other Voting Recommendation and (as defined below), with respect to each of the proposals identified in the Company’s definitive proxy statement or any supplement thereto, iv) in accordance with the Board’s recommendations, including in favor recommendations on all other proposals or business that may be the subject of all matters recommended by stockholder action at the Board for stockholder approval and against all matters that the Board recommends against stockholder approvalapplicable Stockholder Meeting; provided, however, that in the event that either Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co. Co., LLC (“Glass Lewis”) issues make a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different differs from the recommendation of the BoardBoard with respect to any proposal submitted to the stockholders at any Stockholder Meeting (other than in the election of directors), the Kanen Group shall have the right Investors are permitted to vote its the shares of Common Stock on voting stock of the Company’s proxy card or voting instruction form Company beneficially owned by them at such Stockholder Meeting in accordance with either the ISS or Glass Lewis recommendation for such proposal; provided that the Investors shall be permitted to vote in their sole discretion with respect to any publicly announced proposals relating to (A) a merger, acquisition, disposition of all or substantially all of the “Other Voting Recommendation”assets of the Company involving the Company requiring a vote of stockholders of the Company, (B) any financing, recapitalization, restructuring, share issuance or similar extraordinary transaction, (C) the implementation of takeover defenses not in existence as of the date of this Agreement, in each case of the foregoing clauses (A) through (C), that requires a vote of the Company’s stockholders.

Voting Commitment. From and after (a) Until the date this Agreement terminates or is terminated pursuant to the terms hereof and until (the “Termination Date”), the Kanen Group Investor Parties shall, and or shall cause each of its Affiliates to, their respective Representatives to (i) appear in person or by proxy at all annual each Stockholder Meeting, whether such meeting is held at a physical location or virtually by means of remote communications, and special meetings of the Company’s stockholders or in connection with actions taken by written consent or to otherwise cause all shares of Common Stock beneficially owned by the Kanen Group to be counted as present thereat for purposes of establishing a quorum; (ii) vote, or cause to be voteddeliver consents or consent revocations with respect to, all shares of Common Stock beneficially owned by the Kanen Group in favor of each of the nominees for election as directors nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board), and, except in connection with any Extraordinary Transaction Investor Parties or Other Voting Recommendation (as defined below), with respect to each of the proposals identified in the Company’s definitive proxy statement or any supplement thereto, their Affiliates in accordance with the Board’s recommendationsrecommendations with respect to any and all proposals, including including, but not limited to, proposals related to director elections, removals or replacements, or the issuance of equity in favor of all matters recommended by the Board for stockholder approval and against all matters that the Board recommends against stockholder approvalconnection with employee compensation, submitted to stockholders at such Stockholder Meeting; provided, however, that in the event that either Institutional Shareholder Services Stockholder Services, Inc. (“ISS”) or Glass Lewis Xxxxx, Xxxxx & Co. (“Glass Lewis”) issues publishes a voting recommendation that differs from the Board’s recommendation with respect to any matter proposal (other than proposals related to director elections, removals or replacements, or the issuance of equity in connection with employee compensation) submitted to stockholders at any Stockholder Meeting, the Investor Parties will be permitted to vote, or deliver consents or consent revocations with respect to the election of nominees as directors to the Board to, any shares beneficially owned by such Investor Party or the removal of directors from the Board) that is different from the recommendation of the Board, the Kanen Group shall have the right to vote its shares of Common Stock on the Company’s proxy card or voting instruction form Affiliates in accordance with either the such ISS or Glass Lewis recommendation recommendation; provided, further, that the Investor Parties may vote in their discretion on any proposal involving an Extraordinary Transaction or the implementation of takeover defenses not in existence as of the Effective Date. Each Investor Party shall take all actions necessary (including, but not limited to, by calling back loaned out shares) to ensure that such Investor Party and its Affiliates has voting power for each share beneficially owned by it or its Affiliates on the “Other Voting Recommendation”)record date for each Stockholder Meeting, excluding any options or derivatives held by any Investor Party or its Affiliates as of any such record date.

Voting Commitment. From and after During the date hereof and until the Termination DateRestricted Period, the Kanen Group shall, and shall cause at each annual or special meeting of its Affiliates to, (i) appear in person or by proxy at all annual and special meetings of the Company’s stockholders (including any adjournments, postponements or in connection with actions taken other delays thereof) or action by written consent or to otherwise consent, the Xxxxxx/JEC Signatories will cause all shares of Common Stock Voting Securities (as defined below) that are beneficially owned by the Kanen Xxxxxx/JEC Group to be counted (a) present for quorum purposes and (b) voted or consented (i) in favor of the election of each person nominated by the Board for election as present thereat for purposes of establishing a quorumdirector; (ii) vote, against any proposals or cause resolutions to be voted, all shares of Common Stock beneficially owned by the Kanen Group in favor of each remove any member of the nominees for election as directors nominated by the Board Board; and recommended by the Board (and not in favor of any other nominees to serve on the Board), and, except in connection with any Extraordinary Transaction or Other Voting Recommendation (as defined below), with respect to each of the proposals identified in the Company’s definitive proxy statement or any supplement thereto, iii) in accordance with the Board’s recommendations, including in favor recommendation of all matters recommended by the Board for on all other proposals or business that may be the subject of stockholder approval and against all matters action at such meeting or action by written consent, except that the Board recommends against stockholder approval; provided, however, in the event that either (A) if Institutional Shareholder Services Inc. (“ISS”) or and Glass Lewis & Co. Co., LLC (“Glass Lewis”) issues a recommendation recommend otherwise with respect to any matter proposals or business (other than the election or removal of directors), each member of the Xxxxxx/JEC Group shall be permitted to vote in accordance with such ISS and Glass Lewis recommendation, and (B) each member of the Xxxxxx/JEC Group shall be permitted to vote in its sole discretion on any proposal with respect to an Extraordinary Transaction. Company agrees to use reasonable efforts to provide the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation Xxxxxx/JEC Signatories with at least five Business Days’ written notice of the Boardrecord date for each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) during the Restricted Period (it being understood and agreed that if Company fails to provide such notice, the Kanen obligations set forth in this paragraph 4 shall only apply to Voting Securities which the Xxxxxx/JEC Group shall have the right is entitled to vote its shares as of Common Stock on the Company’s proxy card or voting instruction form in accordance with either the ISS or Glass Lewis recommendation (the “Other Voting Recommendation”record date for such applicable meeting).