Common use of Dilution Below 10% Clause in Contracts

Dilution Below 10%. Within two business days of the first date hereafter on which the Bandera Parties become aware that their beneficial ownership of the Company’s Voting Securities has fallen below 10% of the then outstanding Voting Securities, the Bandera Parties shall (A) provide written notice thereof to the Company and (B) cause both of the Bandera Directors (or the sole remaining Bandera Director, as the case may be) to resign from the Board; provided, that the Nominating and Corporate Governance Committee, by a majority vote of all Committee members other than the Bandera Director appointed to such Committee, shall have the right, in its sole discretion, to waive the resignation requirement set forth in the foregoing clause (B).