TO THE BOARD
OF DIRECTORS.
(F)
SUBJECT TO APPLICABLE LAW AND STOCK
EXCHANGE REQUIREMENTS, UNLESS AND UNTIL THE UNICREDIT PARTIES AND THEIR
AFFILIATES BENEFICIALLY OWN, IN THE AGGREGATE, LESS THAN 10% OF THE COMMON STOCK
OF NEW PARENT THROUGHOUT ANY CONSECUTIVE NINETY (90) DAY PERIOD FOLLOWING THE
CLOSING, NEW PARENT SHALL USE REASONABLE BEST EFFORTS TO CAUSE THE BOARD
DESIGNEE TO BE A MEMBER OF EACH COMMITTEE OF THE BOARD OF DIRECTORS OF NEW
PARENT.
(G)
IN CONNECTION WITH THE CLOSING OF THE
TRANSACTIONS PURSUANT TO THE TRANSACTION AGREEMENT, BA ALPINE HOLDINGS INC.
SHALL, UPON REQUEST BY NEW PARENT, NOTIFY NEW PARENT AT LEAST TEN DAYS PRIOR TO
THE INITIAL FILING OF THE PROXY STATEMENT TO BE SUBMITTED TO THE STOCKHOLDERS OF
COWEN IN CONNECTION WITH THE TRANSACTIONS, THE NAME OF
17
ITS INITIAL DESIGNEE TO THE BOARD OF DIRECTORS OF NEW PARENT.
SUCH INDIVIDUAL
SHALL BECOME A DIRECTOR OF NEW PARENT, EFFECTIVE THE BUSINESS DAY AFTER THE
CLOSING.
(H)
FOR SO LONG AS THERE IS A BOARD DESIGNEE ON
THE BOARD OF DIRECTORS OF NEW PARENT, IN THE EVENT THAT TRANSFEROR INTENDS TO
SELL OR TRANSFER ALL OR A PART OF THE EXCHANGE CONSIDERATION IN ACCORDANCE WITH
THIS SECTION 8.1, SUCH SALE OR TRANSFER MUST BE MADE IN ACCORDANCE WITH THE
INSIDER TRADING POLICY OF NEW PARENT ATTACHED HERETO AS EXHIBIT E, INCLUDING,
WITHOUT LIMITATION, LIMITATIONS ON SALES DURING ANY "BLACKOUT PERIODS."
(I)
FOR SO LONG AS BA ALPINE HOLDINGS HAS
THE RIGHT TO A BOARD DESIGNEE, NEW PARENT SHALL NOT AMEND ITS INSIDER TRADING
POLICY (I) IN ANY MATERIAL RESPECT OR (II) IN ANY MANNER WHICH WOULD IN ITS
PRACTICAL APPLICATION DISCRIMINATORILY AFFECT ONLY THE UNICREDIT PARTIES AND
THEIR AFFILIATES AND WHICH IS NOT REASONABLY SUPPORTED BY RATIONAL LEGAL OR
BUSINESS PURPOSE UNRELATED TO THE UNICREDIT PARTIES' OR THEIR AFFILIATES'
INVESTMENT IN COMMON STOCK (OTHER THAN DISCRIMINATORY TREATMENT OF THE UNICREDIT
PARTIES AND THEIR AFFILIATES), IN EACH CASE WITHOUT THE PRIOR WRITTEN CONSENT OF
TRANSFEROR, OTHER THAN ANY CHANGES THAT ARE REQUIRED BY LAW.
NEW PARENT WILL
USE COMMERCIALLY REASONABLE EFFORTS TO RESPOND AS PROMPTLY AS REASONABLY
PRACTICABLE TO ANY REQUEST FOR PRE-APPROVAL UNDER THE INSIDER TRADING POLICY
MADE BY THE UNICREDIT PARTIES OR THEIR AFFILIATES.
SECTION 8.2.
ACKNOWLEDGEMENTS.
TRANSFEROR
ACKNOWLEDGES THAT ANYTHING IN THE JV LLC AGREEMENT TO THE CONTRARY
NOTWITHSTANDING, (I) THE JV NEED NOT MAKE ANY FURTHER DISTRIBUTIONS TO ANY
MEMBER OF THE JV UNTIL THIS AGREEMENT IS TERMINATED; PROVIDED, THAT THE (X) JV
MAY MAKE DISTRIBUTIONS OF UP TO $5,000,000 IN THE AGGREGATE TO RAMIUS AND
(Y) RAMIUS SHALL CAUSE JV TO MAKE PAYMENTS OF THE RETAINED FEE STREAM IN
ACCORDANCE WITH SECTION 10.1(A) AND THE JV LLC AGREEMENT AND (II) THE JV'S OR
RAMIUS'S ENTERING INTO AN AGREEMENT TO CONSUMMATE ANY TRANSACTION, WHICH
CONSUMMATION IS SUBJECT TO (AND DOES NOT OCCUR PRIOR TO) THE OCCURRENCE OF THE
CLOSING, SHALL NOT BE DEEMED TO VIOLATE THE JV LLC AGREEMENT.
SECTION 8.3.
ACTIONS OF COWEN AND RAMIUS.
EACH
OF COWEN AND RAMIUS SHALL TAKE