Common use of Certain Process Matters Clause in Contracts

Certain Process Matters. (a) Subject to and effective upon the execution and delivery of this Agreement, upon a recommendation from the Special Committee, a majority of the members of the Board of Directors has approved in advance, for purposes of Section 23B.19.040(1) of the Washington Business Corporation Act (the “Washington Act”), the formation of a group among the signatories hereto and certain other persons who are not yet members with you of a “group” under Section 13(d)(3) of the Exchange Act (the “Transaction Group”) that may, as a result of the Transaction Group’s “beneficial ownership” (as defined in the Washington Act) of shares of the Company’s common stock constitute an “acquiring person” as defined in the Washington Act. Each of you (i) represents and warrants to the Company that prior to the execution and delivery of this Agreement such person has not taken any actions that, but for the prior approval of the Board, would require approvals under Section 23B.19.040(1)(a)(iii) of the Washington Business Corporation Act and (ii) covenants that such person shall not take any actions that, but for the prior approval of the Board, would require approvals under Section 23B.19.040(1)(a)(iii) of the Washington Business Corporation Act. It is understood and agreed that each of you that is a signatory hereto is executing and delivering this Agreement individually, that no decision has been made by you at this time to form, join or participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than as between the signatories hereto) to vote, acquire or dispose of any securities of the Company or any of its subsidiaries or to act as a partnership, syndicate, or other group for the purpose of acquiring, holding, or dispersing of any securities of the Company or any of its subsidiaries, and that the execution and delivery of this Agreement by all signatories does not, in and of itself, give rise to the formation of such a “group”, partnership, syndicate, or other group. Upon the formation of any partnership, syndicate, or other group within the meaning of Section 23B.19.020(12) of the Washington Act between you and one or more members of the Transaction Group other than the signatories hereto, such other person shall promptly execute and deliver to the Company a joinder to this Agreement agreeing to be bound by your obligations hereunder. Notwithstanding whether any partnership, syndicate, or other group for the purpose of acquiring, holding or dispersing of securities of the Company within the meaning of Section 23B.19.020(12) of the Washington Act has been formed between or among any members of the Transaction Group, the Transaction Group shall automatically, and without any further action by any person, be disbanded on the date that is the earlier of twelve months after the date hereof and the date on which you notify the Company in writing that you have elected to cease participating in the Transaction Group, which disbandment shall be binding upon all members of the Transaction Group. You acknowledge and agree that (a) after the disbandment of the Transaction Group, neither you nor any other members of the Transaction Group shall form another partnership, syndicate, or other group within the meaning of Section 23B.19.020(12) of the Washington Act (whether composed of some or all of the persons who are members of the Transaction Group or some or all of such persons and other persons) that may be considered an “acquiring person” under the Washington Act, and (b) the additional board and shareholder voting requirements set forth in Section 23B.19.040(1)(a)(iii) of the Washington Act will be required with respect to any “significant business transaction” (as defined in the Washington Act) involving any such new partnership, syndicate, or other group (or “affiliates” or “associates” (as such terms are defined in the Washington Act) thereof) and the Company during the five year period following the formation of such new partnership, syndicate, or other group, unless, prior to such formation, the formation of such new partnership, syndicate, or other group is approved by a majority of the Board of Directors consisting of independent and disinterested members of the Board of Directors. This Paragraph 10(a) shall survive the termination of this Agreement. (b) You agree as follows: (i) you shall keep the Special Committee informed on a current basis of the status of discussions with Representatives that are possible financing sources and (ii) following the delivery of any proposal relating to a Possible Transaction submitted by you or your Representatives to the Special Committee, you shall provide the Special Committee with documentation regarding such discussions that is reasonably responsive to requests from the Special Committee. (c) For the avoidance of doubt, Moelis & Company LLC ("Moelis") has been permitted to contact persons until the date hereof for the sole purpose of evaluating their interest in being a source of financing for a Possible Transaction, provided that (i) M▇▇▇▇▇ has not contacted any persons whom M▇▇▇▇▇, you or your other Representatives knew has entered into a confidentiality agreement with the Company, (ii) Moelis, you and your other Representatives have not disclosed any Confidential Information to any such person, which Confidential Information may only be disclosed pursuant to a confidentiality agreement, if any, entered into between the Company and such person, and (iii) no later than the date hereof, you shall have provided the Special Committee with a list of persons contacted by M▇▇▇▇▇, and any persons who contacted Moelis or you, regarding a Possible Transaction and identify any such persons who are interested in being a source of financing for a Possible Transaction.

Certain Process Matters. (a) Subject to and effective upon the execution and delivery of this Agreement, upon a recommendation from the Special Committee, a majority of the members of the Board of Directors has approved in advance, for purposes of Section 23B.19.040(1) of the Washington Business Corporation Act (the “Washington Act”), the formation of a group among the signatories hereto and certain other persons who are not yet members with you of a “group” under Section 13(d)(3) of the Exchange Act (the “Transaction Group”) that may, as a result of the Transaction Group’s “beneficial ownership” (as defined in the Washington Act) of shares of the Company’s common stock constitute an “acquiring person” as defined in the Washington Act. Each of you (i) represents and warrants to the Company that prior to the execution and delivery of this Agreement such person has not taken any actions that, but for the prior approval of the Board, would require approvals under Section 23B.19.040(1)(a)(iii) of the Washington Business Corporation Act and (ii) covenants that such person shall not take any actions that, but for the prior approval of the Board, would require approvals under Section 23B.19.040(1)(a)(iii) of the Washington Business Corporation Act. It is understood and agreed that each of you that is a signatory hereto is executing and delivering this Agreement individually, that no decision has been made by you at this time to form, join or participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than as between the signatories hereto) to vote, acquire or dispose of any securities of the Company or any of its subsidiaries or to act as a partnership, syndicate, or other group for the purpose of acquiring, holding, or dispersing of any securities of the Company or any of its subsidiaries, and that the execution and delivery of this Agreement by all signatories does not, in and of itself, give rise to the formation of such a “group”, partnership, syndicate, or other group. Upon the formation of any partnership, syndicate, or other group within the meaning of Section 23B.19.020(12) of the Washington Act between you and one or more members of the Transaction Group other than the signatories hereto, such other person shall promptly execute and deliver to the Company a joinder to this Agreement agreeing to be bound by your obligations hereunder. Notwithstanding whether any partnership, syndicate, or other group for the purpose of acquiring, holding or dispersing of securities of the Company within the meaning of Section 23B.19.020(12) of the Washington Act has been formed between or among any members of the Transaction Group, the Transaction Group shall automatically, and without any further action by any person, be disbanded on the date that is the earlier of twelve months after the date hereof and the date on which you notify the Company in writing that you have elected to cease participating in the Transaction Group, which disbandment shall be binding upon all members of the Transaction Group. You acknowledge and agree that (a) after the disbandment of the Transaction Group, neither you nor any other members of the Transaction Group shall form another partnership, syndicate, or other group within the meaning of Section 23B.19.020(12) of the Washington Act (whether composed of some or all of the persons who are members of the Transaction Group or some or all of such persons and other persons) that may be considered an “acquiring person” under the Washington Act, and (b) the additional board and shareholder voting requirements set forth in Section 23B.19.040(1)(a)(iii) of the Washington Act will be required with respect to any “significant business transaction” (as defined in the Washington Act) involving any such new partnership, syndicate, or other group (or “affiliates” or “associates” (as such terms are defined in the Washington Act) thereof) and the Company during the five year period following the formation of such new partnership, syndicate, or other group, unless, prior to such formation, the formation of such new partnership, syndicate, or other group is approved by a majority of the Board of Directors consisting of independent and disinterested members of the Board of Directors. This Paragraph 10(a) shall survive the termination of this Agreement. (b) You agree as follows: (i) you shall keep the Special Committee informed on a current basis of the status of discussions with Representatives that are possible financing sources and (ii) following the delivery of any proposal relating to a Possible Transaction submitted by you or your Representatives to the Special Committee, you shall provide the Special Committee with documentation regarding such discussions that is reasonably responsive to requests from the Special Committee. (c) For the avoidance of doubt, Moelis & Company LLC ("“Moelis"”) has been permitted to contact persons until the date hereof for the sole purpose of evaluating their interest in being a source of financing for a Possible Transaction, provided that (i) M▇▇▇▇▇▇ has not contacted any persons whom M▇▇▇▇▇▇, you or your other Representatives knew has entered into a confidentiality agreement with the Company, (ii) Moelis, you and your other Representatives have not disclosed any Confidential Information to any such person, which Confidential Information may only be disclosed pursuant to a confidentiality agreement, if any, entered into between the Company and such person, and (iii) no later than the date hereof, you shall have provided the Special Committee with a list of persons contacted by M▇▇▇▇▇▇, and any persons who contacted Moelis or you, regarding a Possible Transaction and identify any such persons who are interested in being a source of financing for a Possible Transaction.

Certain Process Matters. (a) Subject to and effective upon the execution and delivery of this Agreement, upon a recommendation from the Special Committee, a majority of the members of the Board of Directors has approved in advance, for purposes of Section 23B.19.040(1) of the Washington Business Corporation Act (the “Washington Act”), the formation of a group among the signatories hereto and certain other persons who are not yet members with you of a “group” under Section 13(d)(3) of the Exchange Act (the “Transaction Group”) that may, as a result of the Transaction Group’s “beneficial ownership” (as defined in the Washington Act) of shares of the Company’s common stock constitute an “acquiring person” as defined in the Washington Act. Each of you (i) represents and warrants to the Company that prior to the execution and delivery of this Agreement such person has not taken any actions that, but for the prior approval of the Board, would require approvals under Section 23B.19.040(1)(a)(iii) of the Washington Business Corporation Act and (ii) covenants that such person shall not take any actions that, but for the prior approval of the Board, would require approvals under Section 23B.19.040(1)(a)(iii) of the Washington Business Corporation Act. It is understood and agreed that each of you that is a signatory hereto is executing and delivering this Agreement individually, that no decision has been made by you at this time to form, join or participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than as between the signatories hereto) to vote, acquire or dispose of any securities of the Company or any of its subsidiaries or to act as a partnership, syndicate, or other group for the purpose of acquiring, holding, or dispersing of any securities of the Company or any of its subsidiaries, and that the execution and delivery of this Agreement by all signatories does not, in and of itself, give rise to the formation of such a “group”, partnership, syndicate, or other group. Upon the formation of any partnership, syndicate, or other group within the meaning of Section 23B.19.020(12) of the Washington Act between you and one or more members of the Transaction Group other than the signatories hereto, such other person shall promptly execute and deliver to the Company a joinder to this Agreement agreeing to be bound by your obligations hereunder. Notwithstanding whether any partnership, syndicate, or other group for the purpose of acquiring, holding or dispersing of securities of the Company within the meaning of Section 23B.19.020(12) of the Washington Act has been formed between or among any members of the Transaction Group, the Transaction Group shall automatically, and without any further action by any person, be disbanded on the date that is the earlier of twelve months after the date hereof and the date on which you notify the Company in writing that you have elected to cease participating in the Transaction Group, which disbandment shall be binding upon all members of the Transaction Group. You acknowledge and agree that (a) after the disbandment of the Transaction Group, neither you nor any other members of the Transaction Group shall form another partnership, syndicate, or other group within the meaning of Section 23B.19.020(12) of the Washington Act (whether composed of some or all of the persons who are members of the Transaction Group or some or all of such persons and other persons) that may be considered an “acquiring person” under the Washington Act, and (b) the additional board and shareholder voting requirements set forth in Section 23B.19.040(1)(a)(iii) of the Washington Act will be required with respect to any “significant business transaction” (as defined in the Washington Act) involving any such new partnership, syndicate, or other group (or “affiliates” or “associates” (as such terms are defined in the Washington Act) thereof) and the Company during the five year period following the formation of such new partnership, syndicate, or other group, unless, prior to such formation, the formation of such new partnership, syndicate, or other group is approved by a majority of the Board of Directors consisting of independent and disinterested members of the Board of Directors. This Paragraph 10(a) shall survive the termination of this Agreement. (b) You agree as follows: (i) you shall keep the Special Committee informed on a current basis of the status of discussions with Representatives that are possible financing sources and (ii) following the delivery of any proposal relating to a Possible Transaction submitted by you or your Representatives to the Special Committee, you shall provide the Special Committee with documentation regarding such discussions that is reasonably responsive to requests from the Special Committee. (c) For the avoidance of doubt, Moelis & Company LLC ("“Moelis"”) has been permitted to contact persons until the date hereof for the sole purpose of evaluating their interest in being a source of financing for a Possible Transaction, provided that (i) M▇▇▇▇▇ has not contacted any persons whom M▇▇▇▇▇, you or your other Representatives knew has entered into a confidentiality agreement with the Company, (ii) Moelis, you and your other Representatives have not disclosed any Confidential Information to any such person, which Confidential Information may only be disclosed pursuant to a confidentiality agreement, if any, entered into between the Company and such person, and (iii) no later than the date hereof, you shall have provided the Special Committee with a list of persons contacted by M▇▇▇▇▇, and any persons who contacted Moelis or you, regarding a Possible Transaction and identify any such persons who are interested in being a source of financing for a Possible Transaction.