Common use of Coordinated Activities Clause in Contracts

Coordinated Activities. From and after the Effective Date, the Parties intend to coordinate their activities with each other as relates to the Company and, in furtherance thereof, the Parties shall use their reasonable best efforts to consult with each other in connection with the following matters: (i) the manner, form, content and timing of any communications with the Company or any of its other stockholders, whether written or oral, including (a) the selection of nominees to serve as directors of the Company, (b) making, revising, or withdrawing any proposals to other stockholders of the Company or to the Company, and (c) the conduct of any proxy contest, consent solicitation or similar actions in respect of the Company; (ii) the manner, form, content and timing of any regulatory or public disclosures (including the filing of a Schedule 13D (or any amendment thereof)), public statements or other communications relating to the Company, the Company Securities, this agreement or the activities contemplated by this agreement (except that, if such disclosure, statement or communication is required by law, regulation or fund documentation applicable to a Party, such Party may make such required disclosure, statement or other communication without the agreement of the other Party, provided that such Party has delivered prior notice thereof to the other Party), (iii) any significant decisions in connection with the Company or the activities contemplated by this agreement, (iv) admission of any additional members to any group (within the meaning of Section 13 of the Securities Exchange Act of 1934, as amended) with respect to the Company Securities that includes either Party, whether formed by this agreement or otherwise, and (v) entering into any confidentiality, extension, settlement, cooperation, standstill or other similar agreement with the Company. The Parties retain full discretion with respect to voting of their respective Company Securities.

Appears in 1 contract

Sources: Advocacy Agreement (Sachem Head Capital Management LP)

Coordinated Activities. From and after The following matters shall require the Effective Date, mutual agreement of the Parties intend (which agreement shall not be unreasonably withheld, delayed or conditioned by either of the parties): (i) the selection and nomination of one or more individuals to coordinate their activities with each other serve as relates directors of the Company; (ii) the making, revising or withdrawing of any proposals to the Company andregarding the conduct of its business, in furtherance thereofcorporate governance matters, corporate transactions or otherwise; (iii) seeking to control, advise, change or influence the management, directors, governing instruments, shareholders, policies or affairs of the Company; (iv) the conduct of any proxy contest, consent solicitation or similar actions involving the Company, including, without limitation, the Parties shall use their reasonable best efforts to consult engagement of any advisors with each other in connection with the following matters: respect thereto; (iv) the manner, form, content and timing of any communications with the Company or any of its other stockholders, whether written or oral, including (a) the selection of nominees to serve as directors of the Company, (b) making, revising, or withdrawing any proposals to other stockholders of the Company or to the Company, and (c) the conduct of any proxy contest, consent solicitation or similar actions in respect of the Company; (iivi) the manner, form, content and timing of any regulatory or public disclosures (including the filing of a Schedule 13D (or any amendment thereof))disclosures, public statements or other communications relating to the Company, the Company Securities, this agreement or the activities contemplated by this agreement (except that, if such disclosure, statement or communication is required by law, regulation or fund documentation applicable to a Party, such Party may make such required disclosure, statement or other communication without the agreement of the other Party, provided that such Party has delivered provided prior notice thereof to the other Party), ; (iiivii) any significant decisions in connection with the Company or the activities contemplated by this agreement, (iv) admission of any additional members to any group (within the meaning of Section 13 of the Securities Exchange Act of 1934, as amendedAct(as defined below)) with respect to the Company Securities that includes either Partyand including the Parties, whether formed by this agreement or otherwise, ; and (vviii) entering into any confidentialityagreement, extension, settlement, cooperation, standstill arrangement or understanding with any person (other similar agreement than a Covered Entity) in connection with the Companyholding, voting or disposition of Company Securities. The Parties retain full discretion will consult with respect to each other in connection with voting of their respective any Company Securities.

Appears in 1 contract

Sources: Group Agreement (B. Riley Financial, Inc.)