Common use of Declassification Proposal Clause in Contracts

Declassification Proposal. The Board and all applicable committees of the Board shall take all necessary actions to seek the approval of the Company’s stockholders at the 2022 Annual Meeting of an amendment to the Company’s Amended and Restated Certificate of Incorporation (as may be amended from time to time, the “Charter”) and the Board shall take all necessary actions to amend the Company’s Second Amended and Restated By-Laws (as may be amended from time to time, the “Bylaws”) to declassify the structure of the Board (the “Declassification Proposal”) such that directors standing for election at and subsequent to the 2022 Annual Meeting shall stand for election for one-year terms (with it being acknowledged and agreed that if the Declassification Proposal is approved by the Company’s stockholders in accordance with the Charter, Bylaws, and the DGCL, then (i) the Company’s Class II directors will be elected at the 2022 Annual Meeting for terms of office expiring at the Company’s 2023 Annual Meeting, (ii) the Class II and Class III directors will be elected at the 2023 Annual Meeting for terms of office expiring at the Company’s 2024 Annual Meeting, and (iii) the Class I, Class II and Class III directors will be elected at the 2024 Annual Meeting, and each Annual Meeting thereafter, for terms of office expiring at the next Annual Meeting). The Board shall recommend in favor of, and use its reasonable best efforts to solicit stockholder approval of, the Declassification Proposal at the 2022 Annual Meeting, and the Board shall cause all directors and officers of the Company to vote all Voting Securities beneficially owned by them and over which they have voting control in favor of the Declassification Proposal. The Company shall use its reasonable best efforts to obtain the requisite stockholder vote for the Declassification Proposal to pass at the 2022 Annual Meeting. Without limiting the foregoing, the Company agrees to adjourn the 2022 Annual Meeting for up to two (2) weeks (with the length of any such adjournment to be determined by the Company consistent with the desire to approve the Declassification Proposal) to solicit additional stockholder support for the Declassification Proposal if as of immediately prior to the commencement of the 2022 Annual Meeting at least 50.1% of the outstanding Common Stock has not voted in favor of the Declassification Proposal.

Declassification Proposal. (a) The Company agrees that the Board and all applicable committees of the Board shall (i) take all necessary actions to seek a binding stockholder approval at the 2016 Annual Meeting for a proposal to amend the Company’s Articles of Incorporation and Bylaws to declassify the structure of the Board and provide for annual election of all directors (the “Declassification Proposal”) and (ii) if the Declassification Proposal is approved by the Company’s stockholders, amend the Company’s Articles of Incorporation and Bylaws effective promptly following the 2016 Annual Meeting to reflect the approval of such Declassification Proposal. The Board shall recommend in favor of, and solicit stockholder support for, the approval of the Declassification Proposal and all directors and executive officers of the Company shall vote all shares beneficially owned by them or over which they have voting control in favor of the Declassification Proposal. The Board and all applicable committees of the Board shall take all necessary actions to seek the stockholder approval of the Company’s stockholders at the 2022 2016 Annual Meeting of an amendment to the Company’s Amended and Restated Certificate of Incorporation (as may be amended from time to time, the “Charter”) and the Board shall take all necessary actions to amend the Company’s Second Amended and Restated By-Laws (as may be amended from time to time, the “Bylaws”) to declassify the structure of the Board (the “Declassification Proposal”. (b) such that directors standing for election at and subsequent to the 2022 Annual Meeting shall stand for election for one-year terms (with it being acknowledged and agreed that if If the Declassification Proposal is approved by the Company’s stockholders in accordance with at the Charter2016 Annual Meeting, Bylawsthen the first of such annual elections shall take place at the 2017 Annual Meeting, at which directors shall be elected for a one-year term, and the DGCLat all subsequent annual meetings, then (i) the Company’s Class II directors will be elected at to a one-year term. The Declassification Proposal shall not shorten any serving director’s term, including, for the 2022 Annual Meeting for terms avoidance of office expiring at the Company’s 2023 Annual Meetingdoubt, (ii) the Class II and Class III directors will be elected at the 2023 Annual Meeting for terms of office expiring at the Company’s 2024 2016 Annual Meeting, and (iii) the Class I, Class II and Class III directors will be elected at the 2024 Annual Meeting, and each Annual Meeting thereafter, for terms of office expiring at the next Annual Meeting). The Board shall recommend in favor of, and use its reasonable best efforts to solicit stockholder approval of, the Declassification Proposal at the 2022 Annual Meeting, and the Board shall cause all directors and officers of the Company to vote all Voting Securities beneficially owned by them and over which they have voting control in favor of the Declassification Proposal. The Company shall use its reasonable best efforts to obtain the requisite stockholder vote for the Declassification Proposal to pass at the 2022 Annual Meeting. Without limiting the foregoing, the Company agrees to adjourn the 2022 Annual Meeting for up to two (2) weeks (with the length of any such adjournment to be determined by the Company consistent with the desire to approve the Declassification Proposal) to solicit additional stockholder support for the Declassification Proposal if as of immediately prior to the commencement of the 2022 Annual Meeting at least 50.1% of the outstanding Common Stock has not voted in favor of the Declassification Proposal.