Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Agreement, the Company has agreed to, among other things,
appoint Mr.
With respect to any annual or special meeting of the Company's shareholders during the term of the Agreement, Hudson has agreed to vote the shares of the Company's common stock then held by it in accordance with the Board's recommendations on director election proposals and any other proposals submitted by the Company or a shareholder, except that Hudson may vote in its discretion on Extraordinary Transactions (as defined in the Agreement).
Hudson has also agreed to certain customary standstill provisions prohibiting it from, among other things, (i) soliciting proxies, (ii) acquiring, in the aggregate, beneficial ownership of more than 14.9% of the outstanding shares of the Company's common stock, (iii) selling securities of the Company resulting in any third party owning more than 4.9% of the outstanding shares of the Company's common stock, (iv) taking actions publicly to change or influence the Board or management, and (v) exercising certain shareholder rights. The restrictions set forth in the standstill provisions shall apply from and after the date of the Agreement until the later of (i) the Expiration Date (as defined below) and (ii) if the observer (or any successor observer) has been appointed to the Board as a director, the date that such person no longer serves on the Board as a director.
The Agreement also includes provisions related to mutual non-disparagement obligations and expense reimbursement.
The Agreement will terminate on the earlier of (i)
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
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Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit Description Number 10.1 Cooperation Agreement datedJanuary 20, 2023 , by and betweenViewRay, Inc. andHudson Executive Capital LP , on behalf of itself and certain of its affiliates 99.1 Press Release datedJanuary 20, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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