13D Filing: Strategic Value Partners, LLC and Penn Virginia Corp (PVAC)

 

(i)                                     engage in a solicitation of proxies (as such terms are defined under the Exchange Act) or written consents of stockholders with respect to, or from the holders of, the Voting Securities (other than any Shareholder Affiliate), for the election of individuals to the Board or to approve stockholder proposals, or become a participant (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any contested solicitation for the election of directors with respect to the Company (as such terms are defined under the Exchange Act) (other than a solicitation or acting as a participant in support of the nominees of the Board at any stockholder meeting or voting its shares at any such meeting in its sole discretion, or providing such encouragement, advice or influence that is consistent with Company managements recommendation in connection with such director nominees);

 

(ii)           form or join a group as defined under Section 13(d) of the Exchange Act with respect to the Voting Securities (excluding, for the avoidance of doubt, any group composed solely of Shareholder and Shareholder Affiliates);

 

(iii)          support or participate in any effort by any person or entity not a party to this Agreement (a Third Party) with respect to the matters set forth in Section 2(a)(i) of this Agreement;

 

(iv)                              present at any annual meeting or any special meeting of the Companys stockholders or through action by written consent any proposal for consideration for action by stockholders or seek the removal of any member of the Board or propose any nominee for election to the Board or seek representation on the Board except as set forth herein;

 

(v)                                 solely with respect to matters set forth in Section 2(a)(i) of this Agreement, grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Companys proxy card for any annual meeting or special meeting of stockholders) or deposit any Voting Securities of the Company in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual or special meeting or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like); or

 

(vi)                              request, directly or indirectly, any amendment or waiver of the foregoing in a manner that would be reasonably likely to require public disclosure by Shareholder or the Company.

 

(b)                                 Until the end of the Standstill Period, Shareholder and the Shareholder Affiliates shall cause all Voting Securities owned by them directly or indirectly, whether owned of record or Beneficially Owned, as of the record date for any annual or special meeting of stockholders or in connection with any solicitation of shareholder action by written consent (each a Shareholders Meeting) within the

 

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