Common use of Proxy Solicitation Clause in Contracts

Proxy Solicitation. (a) Eminence shall, and shall cause each of its Affiliates to, immediately cease all efforts, direct or indirect, in furtherance of the preliminary solicitation statement filed by Eminence Capital, LLC, Eminence GP, LLC and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ with the Securities and Exchange Commission (the “SEC”) on November 15, 2013 (the “Solicitation Statement”) and any related solicitation of Company shareholders in connection with the Solicitation Statement. (b) Eminence hereby irrevocably withdraws its demands for a Company stockholder list, and other Company materials and books and records pursuant to Section 21.218 of the Texas Business Organizations Code or otherwise, and shall promptly destroy (and, to the extent such materials may be held by parties other than Eminence, shall cause such parties to promptly destroy) all materials and summaries or duplicates thereof that have been delivered to Eminence, any of its Affiliates or their respective representatives on or prior to the date hereof; provided, however, that in the case of any materials contained in any electronic media such destruction shall be by use of reasonable efforts to permanently delete or remove such materials and Eminence and other parties who have properly received such information may retain such documents as necessary to comply with applicable regulations and internal document retention policies as in effect on the date hereof.