ANY
WRITTEN CONSENTS REQUIRED TO PERFORM THE OBLIGATIONS UNDER SECTIONS 2.1 AND 2.2
OF THIS AGREEMENT, AND THE COMPANY AGREES AT THE REQUEST OF ANY PARTY ENTITLED
TO DESIGNATE DIRECTORS TO CALL A SPECIAL MEETING OF SHAREHOLDERS FOR THE PURPOSE
OF ELECTING DIRECTORS.
SECTION 2.4
NO LIABILITY FOR ELECTION OR APPOINTMENT OF RECOMMENDED
DIRECTORS.
NO PARTY, NOR ANY AFFILIATE OF ANY SUCH PARTY, SHALL HAVE ANY
LIABILITY AS A RESULT OF DESIGNATING A PERSON FOR ELECTION OR APPOINTMENT AS A
BOARD MEMBER OR COMMITTEE MEMBER FOR ANY ACT OR OMISSION BY SUCH DESIGNATED
PERSON IN HIS OR HER CAPACITY AS A BOARD MEMBER OR COMMITTEE MEMBER, AS
APPLICABLE, NOR SHALL ANY PARTY HAVE ANY LIABILITY AS A RESULT OF VOTING FOR ANY
SUCH DESIGNEE IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.
SECTION 2.5
COMPENSATION OF BOARD.
UPON AND FOLLOWING THE EFFECTIVE
DATE, THE COMPANY AGREES TO REIMBURSE ALL MEMBERS OF THE BOARD FOR THEIR ACTUAL
AND REASONABLE OUT-OF-POCKET EXPENSES INCURRED IN ATTENDING MEETINGS OF THE
BOARD AND ALL COMMITTEES THEREOF, AND OTHERWISE INCURRED IN FULFILLING THEIR
DUTIES AS BOARD MEMBERS OR COMMITTEE MEMBERS, AS APPLICABLE, AND PAY SUCH
REASONABLE COMPENSATION TO MEMBERS OF THE BOARD AS THE BOARD SHALL FROM TIME TO
TIME DETERMINE.
SECTION 2.6
NO OTHER ESOP OBLIGATIONS.
FOR THE AVOIDANCE OF DOUBT,
NOTHING IN THIS ARTICLE II SHALL REQUIRE THE ESOP OR ITS PARTICIPANTS TO VOTE IN
ANY MANNER ON MATTERS OTHER THAN THE ELECTION OF DIRECTORS.
6
SECTION 2.7
TERMINATION.
SUBJECT TO ARTICLE IX, THE RIGHTS OF
EGI-TRB UNDER SECTIONS 2.1 AND 2.2 SHALL CONTINUE FOR SO LONG AS EGI-TRB AND ITS
PERMITTED TRANSFEREES HOLD IN THE AGGREGATE AT LEAST TEN PERCENT (10%) OF THE
OUTSTANDING SHARES (INCLUDING FOR PURPOSES OF THIS SECTION 2.7, SHARES SUBJECT
TO THE WARRANT) ON A FULLY DILUTED BASIS.
ARTICLE III
TRANSFERS
SECTION 3.1
TRANSFER OF SHARES.
SUBJECT TO ARTICLE VI, UPON AND
FOLLOWING THE EFFECTIVE DATE, NO SHAREHOLDER SHALL TRANSFER ITS SHARES, EXCEPT
(A) PURSUANT TO THE PROVISIONS OF SECTION 3.2, (B) PURSUANT TO A TRANSFER OF NOT
MORE THAN TWO PERCENT (2%) OF THE OUTSTANDING COMMON STOCK (ON A FULLY DILUTED
BASIS) TO ANY TRANSFEREE OR (C) TO A PERMITTED TRANSFEREE; PROVIDED THAT IN NO
EVENT SHALL ANY TRANSFER OF SHARES PURSUANT TO SECTION 3.2 BE MADE FOR ANY
CONSIDERATION OTHER THAN CASH PAYABLE UPON CONSUMMATION OF SUCH TRANSFER OR IN
INSTALLMENTS OVER TIME AND NO SHARES MAY BE PLEDGED (EXCEPT FOR A PLEDGE OF
SHARES BY A TRANSFEREE TO SECURE INDEBTEDNESS TO THE TRANSFEROR THEREOF
HEREUNDER).
IN CONNECTION WITH ANY TRANSFER PURSUANT TO SECTION 3.2, NO
SHAREHOLDER SHALL CONSUMMATE ANY TRANSFER UNTIL THIRTY (30) CALENDAR DAYS AFTER
DELIVERY TO THE COMPANY AND THE OTHER SHAREHOLDERS OF SUCH SHAREHOLDER'S SALE
NOTICE, UNLESS THE PARTIES TO THE TRANSFER HAVE BEEN FINALLY DETERMINED PURSUANT
TO THIS ARTICLE III PRIOR TO THE EXPIRATION OF SUCH THIRTY (30) CALENDAR DAY
PERIOD.
SECTION 3.2
CO-SALE RIGHTS.
SUBJECT TO SECTION 3.1, UPON AND
FOLLOWING THE EFFECTIVE DATE, AT LEAST THIRTY (30) CALENDAR DAYS