Common use of Sell-Down Clause in Contracts

Sell-Down. Within two business days of the first date hereafter on which the Bandera Parties’ beneficial ownership of the Company’s common stock (“Common Stock”) falls below 75% of the aggregate number of shares of Common Stock reported as being beneficially owned by Bandera Partners on the Schedule 13D filed with the SEC on May 5, 2009 (the “Bandera 13D”) as a result of sales or other dispositions of shares by the Bandera Parties, with such aggregate number of shares being subject to adjustment to proportionally account for any stock split, reverse stock split or stock dividend, the Bandera Parties shall (A) provide written notice thereof to the Company and (B) cause both of the Bandera Directors 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 (ii).