WITH RESPECT TO THE VOTING SHARES OF THE HUGHES
PARTIES;
(B) THEY HAVE ALL REQUISITE POWER AND AUTHORITY TO EXECUTE, DELIVER
AND PERFORM THIS AGREEMENT; (C) THIS AGREEMENT CONSTITUTES A VALID AND BINDING
OBLIGATION OF THE COMPANY AND THE HUGHES PARTIES, ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS; (D) NO CONSENT, APPROVAL, WAIVER, AUTHORIZATION OR FILING, WHICH HAS
NOT ALREADY BEEN OBTAINED OR IS OTHERWISE CONTEMPLATED BY THIS AGREEMENT, IS
NECESSARY FOR THE EXECUTION, DELIVERY AND PERFORMANCE BY THE COMPANY OR THE
HUGHES PARTIES OF THIS AGREEMENT.
12.
ADDITIONAL COVENANTS.
UNTIL THE VOTING
TERMINATION DATE, THE COMPANY SHALL AND THE SHAREHOLDER AND THE HUGHES PARTIES
SHALL CAUSE THE COMPANY TO:
12.1
PROPOSE TO BE ELECTED AT THE NEXT ANNUAL MEETING
ALL DIRECTORS IDENTIFIED ON EXHIBIT C, EXCEPT TO THE EXTENT ANY SUCH DIRECTOR
PRIOR THERETO SHALL HAVE RESIGNED, BEEN REMOVED AS A DIRECTOR OR OTHERWISE SHALL
HAVE REFUSED TO STAND FOR ELECTION AT THE NEXT ANNUAL MEETING;
12.2
TAKE ALL REASONABLE ACTIONS NECESSARY TO CAUSE
THE TERMS OF THE DIRECTORS ASSIGNED TO CLASS I, CLASS II AND CLASS III AS
SPECIFIED ON EXHIBIT C TO TERMINATE ONLY AS ALSO SPECIFIED ON EXHIBIT C; AND
12.3
REFRAIN FROM INCREASING OR DECREASING THE SIZE OF
THE BOARD FROM EIGHT MEMBERS.
13.
MISCELLANEOUS PROVISIONS.
THE FOLLOWING
PROVISIONS ARE ALSO AN INTEGRAL PART OF THIS AGREEMENT:
13.1
PUBLIC DISCLOSURES.
ON OR BEFORE THE DATE UPON
WHICH THE COMPANY SHALL BE REQUIRED TO FILE WITH THE SEC A CURRENT REPORT ON
FORM 8-K WITH RESPECT TO THIS AGREEMENT AND THE COMPANY ACTIONS CONTEMPLATED
HEREIN, THE COMPANY SHALL ISSUE A PRESS RELEASE IN A FORM PROVIDED TO THE HUGHES
PARTIES AND THE SHAREHOLDER PRIOR TO SUCH ISSUANCE.
EXCEPT AS SET FORTH IN THIS
AGREEMENT, NONE OF THE COMPANY, THE SHAREHOLDER OR THE HUGHES PARTIES SHALL MAKE
ANY PUBLIC ANNOUNCEMENT OR STATEMENT CONCERNING THIS AGREEMENT OR PUBLIC COMMENT
ON THIS AGREEMENT; PROVIDED, HOWEVER, THAT ANY PARTY MAY MAKE SUCH ANNOUNCEMENT,
STATEMENT OR COMMENT CONCERNING THIS AGREEMENT AS IS REQUIRED BY LAW, INCLUDING,
WITHOUT LIMITATION, ANY FILING REQUIRED BY APPLICABLE RULES OR REGULATIONS OF
THE SEC, OR THE RULES OF ANY STOCK EXCHANGE; PROVIDED, FURTHER, THAT THE COMPANY
MAY RESPOND TO SHAREHOLDER, ANALYST AND MEDIA INQUIRIES REGARDING THE TERMS OF
THE AGREEMENT.
THE COMPANY SHALL DISCLOSE THIS AGREEMENT IN A CURRENT REPORT ON
FORM 8-K FILED WITH THE SEC IN THE TIME PERIOD REQUIRED BY APPLICABLE LAW AND
FILE THIS AGREEMENT AS AN EXHIBIT TO SUCH FORM 8-K.
13.2
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL
BIND AND BENEFIT THE PARTIES' RESPECTIVE HEIRS, SUCCESSORS, ASSIGNS, AFFILIATES,
OFFICERS, DIRECTORS, AGENTS, SERVANTS, EMPLOYEES AND ATTORNEYS.
NO PARTY SHALL
ASSIGN THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS
6
HEREUNDER WITHOUT, WITH RESPECT TO THE SHAREHOLDER, THE PRIOR WRITTEN CONSENT OF
THE COMPANY, AND WITH RESPECT TO THE COMPANY AND THE HUGHES PARTIES, THE PRIOR
WRITTEN CONSENT OF THE SHAREHOLDER.
13.3
No Assignment of Claims.
The parties represent
that they have not assigned or otherwise transferred any interests, rights,
causes of action, or