SEC Document


  10. Private Communications; Confidentiality. Notwithstanding anything to the contrary contained in this Agreement, during the Restricted Period (as defined herein), the Investors and their respective Affiliates may initiate and hold private communications regarding the Company and its Affiliates with the Board as a whole and/or any director without pre-approval or participation of any other director or any other Person, in each case, only so long as such private communications do not violate the terms of this Agreement (including, without limitation, paragraph 12 hereof). Each of the Investors acknowledges and agrees that the directors may engage in discussions with the Investors and their respective Affiliates only subject to, and in accordance with, their respective fiduciary duties and other obligations to the Company and the Company Policies.

 

  11. Press Releases; SEC Filings. Not later than 7:30 am ET on June 28, 2018, the Company shall issue a press release in the form attached hereto as Exhibit C (the “Company Press Release”). Substantially concurrently with the release of the Company Press Release, the Company shall file a Current Report on Form 8-K, which shall be in form and substance reasonably acceptable to the Company and the Investors. Neither of (i) the Company nor any of its Affiliates or Associates nor (ii) the Investors nor any of their Affiliates or Associates shall make any public statement regarding the subject matter of this Agreement or the matters set forth in the Company Press Release prior to the issuance thereof. The Investors shall, and shall cause their respective Affiliates and Associates to, cause any public filings or public announcements that reference this Agreement or the actions contemplated to be taken in connection with this Agreement or are otherwise made in connection therewith to be consistent with the Company Press Release and the terms of this Agreement.

 

  12. Standstill. From the date of this Agreement until the Expiration Date (such period, the “Restricted Period”), the Investors will not, and will cause their respective Affiliates and Associates and their respective principals, directors, general partners, officers, employees, and agents and representatives acting on their behalf (collectively, the “Restricted Persons”) not to, directly or indirectly, alone or in concert with others, absent prior express written invitation or authorization on behalf of the Board:

 

  a. engage in any “solicitation” (as such term is defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of proxies or consents with respect to the election or removal of directors or any other matter or proposal with respect to the Company or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of proxies (including, without limitation, by initiating, encouraging or participating in any “withhold” or similar campaign);

 

  b.

knowingly encourage, advise, knowingly influence or instruct any Third Party or knowingly assist any Person in so encouraging, advising, knowingly influencing or instructing any Third Party with respect to the giving or withholding of any proxy or other authority to vote, the voting or disposition of Voting Securities, or in conducting any type of referendum, binding or non-binding, relating to the Company (other than such

 

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