Page 9 of 14 – SEC Filing
Under the terms of the Cooperation Agreement, during the period from the date of the Cooperation Agreement until the date that is the earlier of (1) the date that is twenty-five (25) business days prior to the deadline for the submission of stockholder nominations for the Issuer’s 2018 annual meeting of stockholders pursuant to the Issuer’s Amended and Restated By-Laws and (2) the termination of the Cooperation Agreement due to a material breach of the Cooperation Agreement by the Issuer, each of the Investors and the Joyce Trusts agreed, among other things, not to (1) engage in any solicitation of proxies or consents with respect to securities of the Issuer, (2) acquire securities in the Issuer, which would result in the ownership, control or other beneficial ownership interest in more than 9.99% of the then-outstanding shares of the Common Stock, in the aggregate, among the Investors and the Joyce Trusts, (3) seek representation on the Board or (4) make any proposal, affirmatively solicit any third party to make an offer or proposal or, subject to certain exceptions set forth in the Cooperation Agreement, comment on, any proposal regarding any merger, consolidation, acquisition of control, business combination, tender or exchange offer, purchase, sale or transfer of the Issuer or its subsidiaries, businesses, assets or securities, dissolution, liquidation, reorganization, change in capital structure, recapitalization, dividend, share repurchase or other extraordinary transaction.
Each of the parties to the Cooperation Agreement also agreed to mutual non-disparagement obligations. The Issuer also agreed to reimburse the Investors for their reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with or relating to the Cooperation Agreement, up to a maximum of $230,000, in the aggregate.
The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement filed as Exhibit 99.3 hereto, which is incorporated herein by reference.
Subject to certain provisions of the Cooperation Agreement, the Reporting Persons may purchase, sell or transfer Common Stock beneficially owned by them from time to time in public transactions depending on economic considerations and, subject to the below considerations, the results of such communications. Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of the Common Stock by applicable law.
Unless otherwise noted in this Amended Schedule 13D, no Reporting Person has any plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as a group (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise (although they have no present intention of increasing their aggregate holdings above 9.999% of the Issuer’s outstanding Common Stock), (ii) to dispose of all or a portion of the securities of the Issuer owned by them in the open market, in privately negotiated transactions, in one or more registered private offerings or otherwise, or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results referenced in this Item 4.
Follow Schulman A Inc (NASDAQ:SHLM)
Follow Schulman A Inc (NASDAQ:SHLM)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
