Provide a continuation starting with 'section 4. Representations of the Valu ... ', given this agreement: COOPERATION AGREEMENT
This Cooperation Agreement (this "Agreement") dated December 12, 2014, is by and among the persons and entities listed on Schedule A (collectively, the "ValueAct Group", and individually a "member" of the ValueAct Group), Allison Transmission Holdings, Inc. (the "Company") and Gregory P. Spivy, in his individual capacity and as a member of the ValueAct Group (the "ValueAct Designee").
WHEREAS, the ValueAct Group currently beneficially owns 19,125,204 shares of the common stock, par value $0.01 per share, of the Company (the "Common Stock"), which represents approximately 10.77% of the issued and outstanding shares of Common Stock.
WHEREAS, the Nominating and Governance Committee of the Board (the "Nominating Committee") and the Company's Board of Directors (the "Board") have considered the qualifications of the ValueAct Designee and conducted such review as they have deemed appropriate.
WHEREAS, the Board has determined that it is in the best interests of the Company to appoint the ValueAct Designee on the terms set forth in this Agreement.
NOW, THEREFORE, In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Board Nomination.
(a) Subject to the satisfactory completion of the Company's customary background check, the Board shall appoint the ValueAct Designee to serve as a director beginning within ten (10) calendar days following receipt of the ValueAct Group's written request to the Company to have the ValueAct Designee appointed to the Board; provided that, at such time, the Board does not conclude in good faith and based on the written opinion of outside legal counsel that such appointment would constitute a breach of the directors' fiduciary duties. If the ValueAct Designee is appointed to the Board pursuant to this Section 1(a), the Company shall include the ValueAct Designee as a Class I Director, which term expires at the Company's 2016 annual meeting of stockholders.
(b) As a condition to the ValueAct Designee's appointment to the Board, the ValueAct Group, including the ValueAct Designee, agrees to provide to the Company information required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations, and such other information as reasonably requested by the Company from time to time with respect to the ValueAct Group and the ValueAct Designee.
(c) The ValueAct Designee agrees that, at all times while serving as a member of the Board, he will (i) meet all director independence and other standards of the Company, the New York Stock Exchange and the Securities and Exchange Commission ("SEC") and applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, including Rule 10A- 3; and (ii) be qualified to serve as a director under the Delaware General Corporation Law (the "DGCL") (clauses (i) and (ii), the "Conditions"). The ValueAct Designee will promptly advise the Nominating Committee if he ceases to satisfy any of the Conditions.