Withdrawal of Proxy Contest and Related Matters. Concurrently with and effective as of the Effective Date, the Stockholders (a) hereby irrevocably withdraw the Nomination Notice and any and all related materials or notices submitted to the Company in connection therewith; and (b) shall immediately take necessary actions to cease any and all solicitation and other activities in connection with the 2023 Annual Meeting, other than in support of the Company’s nominations and other Company proposals to be voted on at the 2023 Annual Meeting (it being understood and agreed that the Stockholders shall vote their shares of Common Stock at the 2023 Annual Meeting in accordance with this Agreement).
Withdrawal of Proxy Contest and Related Matters. (a) Concurrently with and effective upon the execution of this Agreement, the JCP Parties shall irrevocably withdraw or cause the irrevocable withdrawal of the Stockholder Nomination and any and all related materials and notices submitted to the Company in connection therewith or related thereto, and shall not take any further action in connection with the solicitation of proxies in connection with the Stockholder Nomination (other than in connection with such withdrawal or Section 10 hereof).
(b) No later than two (2) business days after the Effective Date, each Stockholder Party, solely for and on behalf of itself, agrees to take all necessary actions to irrevocably cease any and all solicitation and other activities in connection with the 2022 Annual Meeting (it being understood and agreed that the Stockholder Parties are required to vote their shares of Common Stock beneficially owned as of the record date with respect to the 2022 Annual Meeting, subject to the provisions of this Agreement).
Withdrawal of Proxy Contest and Related Matters. No later than two (2) business days after the Effective Date, the Driver Parties agree to take all necessary actions to irrevocably:
(a) withdraw the Shareholder Nomination (with this Agreement evidencing such withdrawal) and any and all related materials and notices submitted to the Company in connection therewith or related thereto, and to not take any further action in connection with the solicitation of proxies in connection with the Shareholder Nomination (other than in connection with such withdrawal or Section 11 hereof);
(b) withdraw the Shareholder List Demand and any other demand or request for a copy of the Company’s list of shareholders or its other books and records pursuant to Rule 14a-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or under any statutory or regulatory provisions of Pennsylvania providing for shareholder access to books and records (including, but not limited to, lists of shareholders) of the Company (with this Agreement evidencing such withdrawal);
(c) withdraw or rescind any request under the Freedom of Information Act, 5 U.S.C. § 552, with respect to the Company;
(d) cease any and all solicitation and other activities in connection with the 2022 Annual Meeting (it being understood and agreed that the Driver Parties are required to vote their shares of Common Stock beneficially owned as of the record date with respect to the 2022 Annual Meeting, subject to the provisions of this Agreement); and
(e) modify, disable and not permit to be re-enabled any websites the Driver Parties directly or indirectly maintain with respect to their solicitation and/or campaign directly or indirectly related to the Company, including, but not limited to, the 2022 Annual Meeting.
Withdrawal of Proxy Contest and Related Matters. Simultaneous with the execution and delivery of this Agreement, the Investor Group (i) hereby irrevocably withdraws its Nomination Notice and any related materials, demands or notices submitted to the Company in connection therewith, (ii) shall immediately cease all solicitation efforts relating to the 2023 Annual Meeting concerning the Company and members of the slate of nominees proposed by the Company, namely Xxxx X. Xxxxxxxx, III and Xxxxx X. X. Xxxx (the “Company Nominees”), and (iii) withdraws and terminates all requests for stock list materials and other books and records of the Company under the DGCL or other statutory or regulatory provisions providing for shareholder access to books and records, including the requests sent on March 3, 2023, March 29, 2023 and April 6, 2023.
Withdrawal of Proxy Contest and Related Matters. As of the Effective Date, the Driver Parties hereby irrevocably agree to take all necessary actions to immediately:
(a) withdraw or rescind, as applicable, the 2024 Shareholder Nomination Notice (with this Agreement deemed to evidence such withdrawal or recission) and any and all related materials and notices submitted to AmeriServ in connection therewith or related thereto and any solicitation materials concerning the foregoing or otherwise related to the 2024 Annual Meeting and filed by or on behalf of the Driver Parties with the U.S. Securities and Exchange Commission (the “SEC”) or furnished to shareholders of AmeriServ, and to not take any further action in connection with the solicitation of proxies in connection with the 2024 Shareholder Nomination Notice and/or the Driver Proposals (with this Agreement deemed to evidence such withdrawal);
(b) withdraw any demand or request for a copy of AmeriServ’s list of shareholders or its other books and records pursuant to Rule 14a-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or under any statutory or regulatory provisions of the Commonwealth of Pennsylvania providing for shareholder access to books and records (including, without limitation, lists of shareholders) of AmeriServ (with this Agreement deemed to evidence such withdrawal);
(c) cease any and all solicitation and other activities in connection with the 2024 Annual Meeting;
(d) modify, disable, and not permit to be re-enabled any websites that the Driver Parties directly or indirectly maintain, and delete or disable any other social media posts and accounts over which they have control (including, without limitation, any posts made to any accounts on LinkedIn, Facebook, Instagram, TikTok, Snapchat, X (formerly known as Twitter), and YouTube), in each case with respect to their solicitation efforts and/or campaigns with respect to AmeriServ or the 2024 Annual Meeting.
Withdrawal of Proxy Contest and Related Matters. (a) Concurrently with and effective upon execution of this Agreement, Red Oak shall irrevocably withdraw or cause the irrevocable withdrawal of the Notice (with this Agreement deemed to evidence such withdrawal) and any and all related materials and notices submitted to the Company in connection therewith or related thereto, and shall not take any further action in connection with the solicitation of proxies in connection with the Notice (other than in connection with such withdrawal or Section 11 hereof).
(b) No later than two (2) business days after the Effective Date, Red Oak shall take all necessary actions to cease any and all solicitation and related activities in connection with the 2023 Annual Meeting (it being understood and agreed that Red Oak is required to vote its Voting Securities beneficially owned as of the record date with respect to the 2023 Annual Meeting, subject to the provisions of this Agreement).
Withdrawal of Proxy Contest and Related Matters. Simultaneous with the execution and delivery of this Agreement, the Investor Group (i) hereby irrevocably withdraws its Nomination Notice and any related materials, demands or notices submitted to the Company in connection therewith and (ii) shall immediately cease all efforts, direct or indirect, in furtherance of the Nomination Notice and any related solicitation in connection with the Nomination Notice, including any negative solicitation efforts relating to the 2022 Annual Meeting concerning the Company and members of the slate of nominees proposed by the Company and the Board.
Withdrawal of Proxy Contest and Related Matters. (a) Each of the CSNS Nominating Stockholders and CSNS hereby irrevocably withdraw the Nomination Notices, the Nominations, and its proxy contest supporting the CSNS Candidates in opposition to the Board, each with immediate effect.
(b) CSNS hereby accepts that (i) a quorum was present at the Annual Meeting held on May 11, 2017, (ii) that the Annual Meeting was properly held in accordance with the Company’s certificate of incorporation, bylaws and applicable law, (iii) all business at the Annual Meeting was lawfully conducted, and (iv) it hereby waives any and all claims against or rights to contest the Annual Meeting in any respect, including with respect to the presence of quorum or the validity of election results.
Withdrawal of Proxy Contest and Related Matters. As of the Effective Date, the Lxxxx Parties hereby irrevocably agree to take all necessary actions to immediately:
(a) withdraw or rescind, as applicable, (i) the May 12, 2021 notice by Custodian Ventures of stockholder nominations of four director candidates with respect to the Company’s 2021 annual meeting of stockholders, (ii) the notice dated October 28, 2021 submitted by Custodian Ventures to the Company notifying the Company of Custodian Ventures’ continued intent to bring its nomination of four director candidates before the Company’s stockholders at the 2021 annual meeting, and (iii) any and all related materials and notices submitted to the Company in connection therewith or related thereto and to not take any further action in connection with the solicitation of any proxies in connection with the Company;
(b) withdraw any demand or request for a copy of the Company’s list of stockholders or its other books and records pursuant to Rule 14a-7 under the Exchange Act or under any statutory or regulatory provisions of Delaware providing for stockholder access to books and records (including lists of stockholders) of the Company (with this Settlement Agreement deemed to evidence such withdrawal); and
(c) cease any and all solicitation and other activities in connection with the 2021 annual meeting.
Withdrawal of Proxy Contest and Related Matters. Promptly after the Effective Date, the Driver Parties hereby irrevocably agree to have taken all necessary actions to immediately:
(a) withdraw the Stockholder Nomination (with this Agreement deemed to evidence such withdrawal) and any and all related materials and notices submitted to the Corporation in connection therewith or related thereto, and to not take any further action in connection with the solicitation of proxies in connection with the Stockholder Nomination (other than in connection with such withdrawal or Section 9 hereof); and
(b) cease any and all solicitation and other activities in connection with the 2023 Annual Meeting (it being understood and agreed that the Driver Parties are required to vote their shares of Common Stock beneficially owned as of the record date with respect to the 2023 Annual Meeting, subject to the provisions of this Agreement).
