Common use of Cooperation Period Clause in Contracts

Cooperation Period. (a) From the date of this Agreement until the earliest of (i) the date that is thirty (30) calendar days prior to any applicable deadline by which a stockholder must give notice to the Company of its intention to nominate a director for election at or bring other business before the 2016 Annual Meeting and (ii) any material breach of this Agreement by the Company (provided that the Company shall have fifteen (15) business days following written notice from Oasis of any such material breach to remedy such material breach if capable of remedy) (such period, the “Cooperation Period”), Oasis will not, and shall cause its affiliates (as such term is defined below) to not, directly or indirectly, without the prior written consent of the Company: (i) sell or otherwise dispose of any shares of Common Stock or Convertible Senior Notes beneficially owned by Oasis if such sale or other disposition would cause Oasis’s aggregate beneficial ownership to decrease below 1,251,606 shares of Common Stock (which, for the avoidance of doubt, represents 5% of the 25,032,131 shares of Common Stock outstanding as of the date hereof (taking into account the 2,339,885 shares of Common Stock issuable upon conversion of the Convertible Senior Notes beneficially owned by Oasis as of the date hereof)); provided, that such number of outstanding shares of Common Stock shall be adjusted to take into account any stock split, stock dividend or distribution, reclassification, restructuring, combination, exchange of shares or similar transaction with respect to the Common Stock (if any) that occurs after the date hereof; or (ii) engage in any short sale of the Common Stock. (b) During the Cooperation Period, Oasis shall cause all Voting Securities (as defined below) that it is entitled to vote at the 2015 Annual Meeting (whether held of record or beneficially) to be present for quorum purposes and to be voted in favor of the election of each of the Board's incumbent nominees and the additional nominee, referred to in paragraph 3(d) hereof, if any is proposed by the Company, for election as a director. (c) During the Cooperation Period, Oasis shall not and shall cause its affiliates, associates and Representatives (as such terms are defined below) not to: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure (collectively, a "Person") to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) to vote any Voting Securities of the Company or consent to any action from any holder of any Voting Securities of the Company or conduct or suggest any binding or nonbinding referendum or resolution or seek to advise, encourage or influence any Person with respect to the voting of or the granting of any consent with respect to any Voting Securities of the Company; provided, however, that the foregoing shall not in any way limit the ability of Oasis, or any of its affiliates, to vote or tender any Voting Securities pursuant to any solicitation by a third party, subject to the provisions of Section 4(b) hereof; (ii) propose (except as permitted by Section 3(b) hereof) or nominate, or cause or encourage any Person to propose or nominate, any candidates to stand for election to the Board, or seek the removal of any member of the Board; (iii) form, join or otherwise participate in any "partnership, limited partnership, syndicate or other group" (other than any group among some or all of the affiliates of Oasis) within the meaning of Section 13(d)(3) of the Exchange Act (as such term is defined below) with respect to the Common Stock, or deposit any shares of Common Stock in a voting trust or similar arrangement, or subject any shares of Common Stock to any voting agreement or pooling arrangement, or grant any proxy with respect to any shares of Common Stock (other than to a designated representative of the Company pursuant to a proxy statement of the Company) or otherwise act in concert with any Person with respect to the Common Stock (other than affiliates of Oasis); (iv) seek to call, or to request the call of, or call a special meeting of the stockholders of the Company, or make a request for a list of the Company's stockholders or other Company records; (v) otherwise publicly act, alone or in concert with others, to control or seek to control, to seek representation on, or to influence or seek to influence, whether through litigation or otherwise, the management, the Board or the policies of the Company; provided, however, that nothing herein shall prohibit Oasis from complying with legal or regulatory requirements, including, without limitation, the filing of any report or schedule required to be filed with the SEC; provided, further, that Oasis, acting alone, may privately communicate its views to members of the Company's management team or to members of the Board; or (vi) otherwise take, or solicit, cause or encourage others to take, any action inconsistent with any of the foregoing. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 4 shall be deemed to in any way restrict or otherwise limit the Nominee from (i) performing his fiduciary duties as a director of the Company, once elected, or (ii) exercising his rights as a director of the Company, once elected, in a manner that is not inconsistent with Section 4(c) hereof.