Page 10 of 25 – SEC Filing
Designee in the form of Exhibit B shall become effective, and the Company shall have no further obligations under this Section 1. Shareholder shall keep the Company regularly apprised of the Beneficial Ownership of Shareholder and the Shareholder Affiliates to the extent that such position differs by 1% or more from the ownership positions publicly reported on Shareholders Schedule 13D and amendments thereto.
(i) If at any time after the date hereof and prior to the expiration or termination of the Standstill Period, Shareholder or any of the Shareholder Affiliates breaches in any material respect any of the terms of this Agreement, the Company in good faith notifies Shareholders or the applicable Shareholder Affiliates of such breach, and Shareholder or such Shareholder Affiliate fails to cure such breach within twenty business days following the receipt of written notice thereof from the Company specifying such breach (it being understood that breaches that by their nature cannot be reversed or undone shall be deemed to have been cured for purposes hereof if the Shareholder or a Shareholder Affiliate has taken commercially reasonable actions to reduce the adverse impact of such breach), the Resignation Letter previously provided by the Shareholder Designee shall become effective, and the Company shall have no further obligations under this Section 1.
(j) The Company promptly after the date hereof shall take all necessary action to cause the obligations of its insurers providing directors and officers insurance to be primary to any (1) directors and officers insurance policy issued to Shareholder or a Shareholder Affiliate, and (2) advancement or indemnification rights provided by Shareholder or a Shareholder Affiliate.
2. Standstill and Voting Obligations.
(a) Shareholder agrees that, from the date of this Agreement until the earlier of (1) the date that is twenty business days following written notice from Shareholder to the Company of a material breach by the Company of this Agreement if the Company has not cured such breach by the twentieth business day following such notice (it being understood that breaches that by their nature cannot be reversed or undone shall be deemed to have been cured for purposes hereof if the Company has taken commercially reasonable actions to reduce the adverse impact of such breach) and (2) the later of (x) the completion of the 2019 Annual Meeting (including any postponements, adjournments and continuations thereof) and (y) 15 days after the date that the Shareholder Designee (including any Replacement) ceases to serve as a director (the Standstill Period), no member of Shareholder shall, directly or indirectly, and each member of Shareholder shall cause each Shareholder Affiliate not to, directly or indirectly (it being understood and agreed that the following restrictions shall not apply to the Shareholder Designees boardroom discussions conducted in such persons capacity as a director of the Company, or other actions taken in his or her capacity as a director, including his or her responsibilities as a member of a board committee):
3
