Common use of Company Proxy Statement Clause in Contracts

Company Proxy Statement. (1) With respect to each Election Meeting, RGGPLS shall have the right to include in the Company Proxy Statement with respect to the Class that is standing for election to the Board of Directors (or, if directors from more than one Class are to be elected, each such Class in which directors are to be elected): (I) if the Percentage Interest of RGGPLS is equal to or greater than 20%, three (3) RGGPLS Nominees for each such Class that is standing for election to the Board of Directors; provided, however, that: (A) prior to the occurrence of a Triggering Event, one (1) of the RGGPLS Nominees in each of Class I, Class II and Class III shall be an Independent Director; and (B) after the occurrence of a Triggering Event, (x) for purposes of each of Class I and Class III, two (2) of such RGGPLS Nominees shall be Independent Directors in each such Class (provided that in the case of this clause (x), after a ▇▇▇▇▇▇▇ Termination Event, only one (1) of the RGGPLS Nominees for Class I shall be an Independent Director) and (y) for purposes of Class II, one (1) such RGGPLS Nominee shall be an Independent Director in such Class; (II) if the Percentage Interest of RGGPLS is less than 20% but greater than or equal to 5%, one (1) RGGPLS Nominee (which not need be an Independent Director) for each of Class I and Class II, and two (2) RGGPLS Nominees (which need not be Independent Directors) for Class III; and (III) if the Percentage Interest of RGGPLS is less than 5%, one (1) RGGPLS Nominee (which need not be an Independent Director) for each Class. (2) With respect to each Election Meeting, ▇▇▇▇▇▇▇ shall have the right to include in the Company Proxy Statement with respect to the Class that is standing for election to the Board of Directors (or, if directors for more than one Class are to be elected, each such Class in which directors are to be elected): (I) if the Percentage Interest of ▇▇▇▇▇▇▇ is greater than or equal to 1%, then one (1) ▇▇▇▇▇▇▇ Nominee (which need not be an Independent Director) in each of Class II and Class III, but no ▇▇▇▇▇▇▇ Nominees in Class I; provided, however, that: (A) after the occurrence of a Triggering Event, the ▇▇▇▇▇▇▇ Nominee in Class II shall be an Independent Director; and (II) if the Percentage Interest of ▇▇▇▇▇▇▇ is less than 1% and a ▇▇▇▇▇▇▇ Termination Event has not occurred, then one (1) ▇▇▇▇▇▇▇ Nominee (which shall be ▇▇▇▇▇▇▇) in Class III, but no ▇▇▇▇▇▇▇ Nominees in either Class I or Class II. (b) With respect to each Election Meeting, the Company shall include the appropriate number of such RGGPLS Nominees and ▇▇▇▇▇▇▇ Nominees in the Company Proxy Statement, in accordance with Section 3.02(a). (c) The Company shall cause each RGGPLS Nominee and ▇▇▇▇▇▇▇ Nominee included in the Company Proxy Statement to be included in management’s slate of nominees for such Election Meeting. (d) Prior to taking office, each RGGPLS Director and ▇▇▇▇▇▇▇ Director that is not an Independent Director shall agree in writing to resign, if requested by the party that had nominated such director, upon the occurrence of a Triggering Event. (e) Prior to the occurrence of a Triggering Event, (i) RGGPLS or ▇▇▇▇▇▇▇ shall be entitled to remove any RGGPLS Director or ▇▇▇▇▇▇▇ Director, respectively (a “Requested Removal”), (ii) the Company shall prepare and file a Company Proxy Statement relating to such Requested Removal and (iii) RGGPLS or ▇▇▇▇▇▇▇ shall be permitted to include in the Company Proxy Statement relating to such Requested Removal a replacement RGGPLS Nominee or ▇▇▇▇▇▇▇ Nominee, respectively.

Company Proxy Statement. (a) (1) With respect to each Election Meeting, RGGPLS shall have the right to include in the Company Proxy Statement with respect to the Class that is standing for election to the Board of Directors (or, if directors from more than one Class are to be elected, each such Class in which directors are to be elected): (I) if the Percentage Interest of RGGPLS is equal to or greater than 20%, three (3) RGGPLS Nominees for each such Class that is standing for election to the Board of Directors; provided, however, that: (A) prior to the occurrence of a Triggering Event, one (1) of the RGGPLS Nominees in each of Class I, Class II and Class III shall be an Independent Director; and (B) after the occurrence of a Triggering Event, (x) for purposes of each of Class I and Class III, two (2) of such RGGPLS Nominees shall be Independent Directors in each such Class (provided that in the case of this clause (x), after a ▇▇▇▇▇▇▇ Termination Event, only one (1) of the RGGPLS Nominees for Class I shall be an Independent Director) and (y) for purposes of Class II, one (1) such RGGPLS Nominee shall be an Independent Director in such Class; (II) if the Percentage Interest of RGGPLS is less than 20% but greater than or equal to 5%, one (1) RGGPLS Nominee (which not need be an Independent Director) for each of Class I and Class II, and two (2) RGGPLS Nominees (which need not be Independent Directors) for Class III; and (III) if the Percentage Interest of RGGPLS is less than 5%, one (1) RGGPLS Nominee (which need not be an Independent Director) for each Class. (2) With respect to each Election Meeting, ▇▇▇▇▇▇▇ shall have the right to include in the Company Proxy Statement with respect to the Class that is standing for election to the Board of Directors (or, if directors for more than one Class are to be elected, each such Class in which directors are to be elected): (I) if the Percentage Interest of ▇▇▇▇▇▇▇ is greater than or equal to 1%, then one (1) ▇▇▇▇▇▇▇ Nominee (which need not be an Independent Director) in each of Class II and Class III, but no ▇▇▇▇▇▇▇ Nominees in Class I; provided, however, that: (A) after the occurrence of a Triggering Event, the ▇▇▇▇▇▇▇ Nominee in Class II shall be an Independent Director; and (II) if the Percentage Interest of ▇▇▇▇▇▇▇ is less than 1% and a ▇▇▇▇▇▇▇ Termination Event has not occurred, then one (1) ▇▇▇▇▇▇▇ Nominee (which shall be ▇▇▇▇▇▇▇) in Class III, but no ▇▇▇▇▇▇▇ Nominees in either Class I or Class II. (b) With respect to each Election Meeting, the Company shall include the appropriate number of such RGGPLS Nominees and ▇▇▇▇▇▇▇ Nominees in the Company Proxy Statement, in accordance with Section 3.02(a). (c) The Company shall cause each RGGPLS Nominee and ▇▇▇▇▇▇▇ Nominee included in the Company Proxy Statement to be included in management’s slate of nominees for such Election Meeting. (d) Prior to taking office, each RGGPLS Director and ▇▇▇▇▇▇▇ Director that is not an Independent Director shall agree in writing to resign, if requested by the party that had nominated such director, upon the occurrence of a Triggering Event. (e) Prior to the occurrence of a Triggering Event, (i) RGGPLS or ▇▇▇▇▇▇▇ shall be entitled to remove any RGGPLS Director or ▇▇▇▇▇▇▇ Director, respectively (a “Requested Removal”), (ii) the Company shall prepare and file a Company Proxy Statement relating to such Requested Removal and (iii) RGGPLS or ▇▇▇▇▇▇▇ shall be permitted to include in the Company Proxy Statement relating to such Requested Removal a replacement RGGPLS Nominee or ▇▇▇▇▇▇▇ Nominee, respectively.