Common use of Voting Commitment Clause in Contracts

Voting Commitment. During the Restricted Period, at each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) or action by written consent, the ▇▇▇▇▇▇▇ Signatories will cause all Voting Securities (as defined below) that are beneficially owned by the ▇▇▇▇▇▇▇ Group and that the ▇▇▇▇▇▇▇ Group has the right to vote to be (a) present for quorum purposes (if applicable) and (b) voted or consented (i) in favor of the election of each person recommended by the Board for election as a director; (ii) against any proposals or resolutions to remove any member of the Board; and (iii) in accordance with the recommendation of the Board on all other proposals or business that may be the subject of stockholder action at such meeting or action by written consent, except that (A) if Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recommend a vote inconsistent with the recommendation of the Board with respect to any proposals or business (other than the election or removal of directors) at such meeting or action by written consent, then each member of the ▇▇▇▇▇▇▇ Group will be permitted to vote in accordance with such ISS and Glass Lewis recommendation; and (B) each member of the ▇▇▇▇▇▇▇ Group will be permitted to vote in its sole discretion on any proposal with respect to an Extraordinary Transaction (as defined below). The ▇▇▇▇▇▇▇ Signatories will use commercially reasonable efforts (including by calling back loaned out shares) to ensure that the ▇▇▇▇▇▇▇ Group has voting power for any Voting Securities owned by the ▇▇▇▇▇▇▇ Group on the record date for each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) or action by written consent.

Voting Commitment. During the Restricted Period, at each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) or action by written consent, the ▇▇▇▇▇▇▇ /JEC Signatories will cause all Voting Securities (as defined below) that are beneficially owned by the ▇▇▇▇▇▇▇ /JEC Group and that the ▇▇▇▇▇▇▇ Group has the right to vote to be (a) present for quorum purposes (if applicable) and (b) voted or consented (i) in favor of the election of each person recommended nominated by the Board for election as a director; (ii) against any proposals or resolutions to remove any member of the Board; and (iii) in accordance with the recommendation of the Board on all other proposals or business that may be the subject of stockholder action at such meeting or action by written consent, except that (A) if Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recommend a vote inconsistent with the recommendation of the Board otherwise with respect to any proposals or business (other than the election or removal of directors) at such meeting or action by written consent), then each member of the ▇▇▇▇▇▇▇ /JEC Group will shall be permitted to vote in accordance with such ISS and Glass Lewis recommendation; , and (B) each member of the ▇▇▇▇▇▇▇ /JEC Group will shall be permitted to vote in its sole discretion on any proposal with respect to an Extraordinary Transaction (as defined below)Transaction. The ▇▇▇▇▇▇▇ Signatories will Company agrees to use commercially reasonable efforts (including by calling back loaned out shares) to ensure that provide the ▇▇▇▇▇▇▇ Group has voting power for any Voting Securities owned by the ▇▇▇▇▇▇▇ Group on /JEC Signatories with at least five Business Days’ written notice of the record date for each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) or action by written consentduring the Restricted Period (it being understood and agreed that if Company fails to provide such notice, the obligations set forth in this paragraph 4 shall only apply to Voting Securities which the ▇▇▇▇▇▇/JEC Group is entitled to vote as of the record date for such applicable meeting).

Voting Commitment. During the Restricted Period, at each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) or action by written consent, the ▇▇▇▇▇▇▇ Signatories will cause all Voting Securities Standstill Period (as defined below) that are ), the Investors shall, and shall cause their Affiliates, Associates and Family Members to, appear in person or by proxy at each Stockholder Meeting and to vote all shares of voting stock of the Company beneficially owned by the ▇▇▇▇▇▇▇ Group it, him or her and that the ▇▇▇▇▇▇▇ Group over which it, he or she has the right to vote to be (a) present for quorum purposes (if applicable) and (b) voted or consented voting power (i) in favor of the election of each person of the Board’s nominees to serve as directors on the Board, (ii) against stockholder nominations for directors that are not approved and recommended by the Board for election as a director; at any such meeting, (iiiii) against any proposals or resolutions to remove any member of the Board; , and (iiiiv) in accordance with the recommendation of the Board Board’s recommendations on all other proposals or business that may be the subject of stockholder action at such meeting or action by written consentthe applicable Stockholder Meeting; provided, except however, that (A) if in the event Institutional Shareholder Services Inc. (“ISS”) and or Glass Lewis & Co., LLC (“Glass Lewis”) recommend make a vote inconsistent with recommendation that differs from the recommendation of the Board with respect to any proposals or business proposal submitted to the stockholders at any Stockholder Meeting (other than in the election or removal of directors) ), the Investors are permitted to vote the shares of voting stock of the Company beneficially owned by them at such meeting Stockholder Meeting in accordance with the ISS or action by written consent, then each member of Glass Lewis recommendation for such proposal; provided that the ▇▇▇▇▇▇▇ Group will Investors shall be permitted to vote in accordance their sole discretion with such ISS and Glass Lewis recommendation; and respect to any publicly announced proposals relating to (A) a merger, acquisition, disposition of all or substantially all of the assets of the Company involving the Company requiring a vote of stockholders of the Company, (B) each member any financing, recapitalization, restructuring, share issuance or similar extraordinary transaction, (C) the implementation of takeover defenses not in existence as of the ▇▇▇▇▇▇▇ Group will be permitted to date of this Agreement, in each case of the foregoing clauses (A) through (C), that requires a vote in its sole discretion on any proposal with respect to an Extraordinary Transaction (as defined below). The ▇▇▇▇▇▇▇ Signatories will use commercially reasonable efforts (including by calling back loaned out shares) to ensure that of the ▇▇▇▇▇▇▇ Group has voting power for any Voting Securities owned by the ▇▇▇▇▇▇▇ Group on the record date for each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) or action by written consentstockholders.

Voting Commitment. During the Restricted Period, at each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) or in connection with any action by written consent, the ▇▇▇▇▇▇▇ Signatories will cause all Voting Securities (as defined below) that are beneficially owned by the ▇▇▇▇▇▇▇ Group and that the ▇▇▇▇▇▇▇ Group has the right to vote to be (a) present for quorum purposes (if applicable) and (b) voted or consented (i) in favor of the election of each person recommended by the Board for election as a director; (ii) against any proposals or resolutions to remove any member of the Board; and (iii) in accordance with the recommendation of the Board on all other proposals or business that may be the subject of stockholder action at such meeting or action by written consent, except that (A) if Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recommend a vote inconsistent with the recommendation of the Board with respect to any proposals or business (other than the election or removal of directors) at such meeting or action by written consent, then each member of the ▇▇▇▇▇▇▇ Group will be permitted to vote in accordance with such ISS and Glass Lewis recommendation; and (B) each member of the ▇▇▇▇▇▇▇ Group will be permitted to vote in its sole discretion on any proposal with respect to an Extraordinary Transaction (as defined below). The ▇▇▇▇▇▇▇ Findell Signatories will use commercially reasonable efforts (including by calling back loaned out shares) to ensure that the ▇▇▇▇▇▇▇ Group has voting power for any Voting Securities owned by the ▇▇▇▇▇▇▇ Group on the record date for each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) or action by written consent.

Voting Commitment. During the Restricted Period, at each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) or and in connection with each action by written consent, the ▇▇▇▇▇▇▇ Signatories members of the Barington Group will cause all Voting Securities (as defined below) that are beneficially owned by the ▇▇▇▇▇▇▇ Group members of the Barington Group, and that the ▇▇▇▇▇▇▇ members of the Barington Group has have the right to vote as of the record date for such meeting or consent, to be (a) present for quorum purposes (purposes, if applicable) ; and (b) voted or consented (i) in favor of the election of each person recommended nominated by the Board for election as a director; (ii) against any proposals or resolutions to remove any member of the Board; and (iii) in accordance with the recommendation of the Board on all other proposals or business that may be the subject of stockholder action at such meeting or action by written consent. Notwithstanding the foregoing, except that (A) if Institutional Shareholder Services Inc. (“ISS”) and Glass or Glass, Lewis & Co., LLC (“Glass Lewis”) recommend recommends a vote inconsistent with the recommendation of the Board at any annual or special meeting of Company’s stockholders with respect to (1) Company’s “say-on-pay” proposal or (2) any proposals or business other proposal (other than the election or removal of directors) at such meeting or action by written consent), then each member the members of the ▇▇▇▇▇▇▇ Barington Group will be permitted to vote in accordance with such the recommendation of ISS and or Glass Lewis recommendationLewis; and (B) each member the members of the ▇▇▇▇▇▇▇ Barington Group will be permitted to vote in its their sole discretion on any proposal with respect proposals related to an Extraordinary Transaction (as defined below). The ▇▇▇▇▇▇▇ Signatories will use commercially reasonable efforts (including by calling back loaned out shares) to ensure that the ▇▇▇▇▇▇▇ Group has voting power for any Voting Securities owned by the ▇▇▇▇▇▇▇ Group on the record date for each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) or action by written consent.