Common use of The D Clause in Contracts

The D. ▇. ▇▇▇▇ Entities further agree that they will not engage or in any way participate, directly or indirectly, in any solicitation of proxies with respect to the election of directors or any other matter to be voted on at the 2008 Annual Meeting. The D.▇. ▇▇▇▇ Entities further agree that they will not solicit, or in any way participate directly or indirectly in the solicitation of consents of, stockholders on any matter, including the removal or election of directors, prior to the 2009 Annual Meeting of Stockholders (the “2009 Annual Meeting”) and will not take any action, directly or indirectly, to convene, or participate with or encourage any other stockholder to convene a special meeting of the Company’s stockholders prior to the 2009 Annual Meeting or seek to advise, encourage or influence any person with respect to the voting of shares of the Company’s Common Stock. In the event that the New Director is renominated to the Board in connection with the 2009 Annual Meeting (or in the event that no replacement director with similar qualifications as the New Director is suggested by the D.▇. ▇▇▇▇ Entities after the New Director ceases to serve on the Board), the D.▇. ▇▇▇▇ Entities agree (i) to withdraw any previously submitted notice of intention to nominate directors for election or notice of intention to present new business at the 2009 Annual Meeting, and (ii) not to engage or in any way participate, directly or indirectly, in any solicitation of proxies with respect to the election of directors or any other matter to be voted on at the 2009 Annual Meeting or seek to advise, encourage or influence any person with respect to the voting of shares of the Company’s Common Stock.