Page 4 of 7 – SEC Filing
| director on the Board who must meet certain qualifications as set forth in the Cooperation Agreement, and Fir Tree and the Board will work together to select a mutually agreeable person from such list of candidates nominated by Fir Tree (the “Independent Director“, together with Mr. Lederman, the “New Directors“) to be appointed by the Issuer to the Board. Pursuant to the terms of the Cooperation Agreement, the appointments of the New Directors will be completed on the date that is the earlier of (x) February 28, 2018 and (y) the date on which the Issuer announces its fourth quarter 2017 earnings results. In addition, Fir Tree has, subject to certain conditions, customary replacement rights with respect to each of the New Directors under the Cooperation Agreement. | |
| The Cooperation Agreement also provides for customary standstill provisions during a standstill period (the “Standstill Period“), which is set to terminate: (i) if the Issuer shall have delivered to Fir Tree no later than thirty calendar days prior to the deadline for submission for nominations for election to the Board at the 2019 annual meeting of shareholders a written confirmation that Mr. Lederman and the Independent Director (or their respective replacements or proposed replacements) will be nominated for election to the Board at the 2019 annual meeting of shareholders, the earlier of (a) fifteen calendar days prior to the deadline for submission for nominations for election to the Board at the 2020 annual meeting of shareholders pursuant to the Issuer’s Amended and Restated Bylaw No. 1 and (b) April 19, 2020; or (ii) if the Issuer shall have failed to deliver the written confirmation pursuant to clause (i) of this definition, the earlier of (c) fifteen calendar days prior to the deadline for submission for nominations for election to the Board at the 2019 annual meeting of shareholders and (d) April 19, 2019. | |
| In addition, the Cooperation Agreement provides that Fir Tree will vote its Common Shares in favor of the Issuer’s nominees and other proposals at each annual meeting of shareholders during the Standstill Period, subject to certain limited exceptions. | |
| The foregoing summary of the Cooperation Agreement is not complete and is qualified in its entirety by the full text of the Cooperation Agreement, which is attached as Exhibit 10.1 to the Issuer’s 8-K filed on January 30, 2018 and which is referenced as Exhibit A hereto. |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| The Reporting Person is a party to the Cooperation Agreement, which is incorporated by reference herein. |
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