Common use of Market Standoff Agreements Clause in Contracts

Market Standoff Agreements. In connection with the underwritten public -------------------------- offering by Efficient of at least 1,000,000 shares for its own account or $50,000,000, whichever is lesser, Cabletron agrees that, upon the request of Efficient or the underwriters managing any underwritten offering of Efficient's Securities, Cabletron shall agree in writing (the "Cabletron Public Offering Lock-Up") that neither Cabletron (nor any director, executive officer or Controlled Affiliate of Cabletron) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any Securities of Efficient (other than those included in such registration statement, if any) now or hereafter acquired by Cabletron (or any director, executive officer or Controlled Affiliate of Cabletron) or with respect to which Cabletron (or any director, executive officer or Controlled Affiliate of Cabletron) has or hereafter acquires the power of disposition without the prior written consent of Efficient and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by Efficient and the underwriters provided that (i) the directors, executive officers (ii) all holders of more than five percent (5%) of Efficient's Voting Securities which are an "affiliate" of Efficient for purposes of the accounting rules governing pooling of interest transactions and (iii) any Investor or other Person participating in such offering enter into a public offering lock-up containing the same terms as the Cabletron Public Offering Lock-Up; provided, however, that neither Cabletron (nor any director, executive officer or Controlled Affiliate of Cabletron) shall be bound by such Cabletron Public Offering Lock-Up more than once during any twelve month period. Furthermore, Cabletron agrees that, at the request of Efficient, Cabletron shall agree in writing (the "Cabletron Pooling Transaction Lock-Up") that neither Cabletron (nor any director, executive officer or Controlled Affiliate of Cabletron) shall, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, pledge or grant any options or rights with respect to, any Securities of Efficient now or hereafter acquired directly by Cabletron (or any director, executive officer or Controlled Affiliate of Cabletron) or with respect to which Cabletron (or any director, executive officer or Controlled Affiliate of Cabletron) has or hereafter acquires the power of disposition without the prior written consent of Efficient for such period of time as shall be necessary for Efficient to complete any business combination transaction in the form of a pooling of interests; provided that Efficient's independent accountants shall have reasonably concluded, after reasonable inquiry, that, at the relevant time with respect to such proposed pooling of interests transaction, Cabletron is or was an "affiliate" of Efficient for purposes of the accounting rules governing pooling of interests transactions. Cabletron agrees that Efficient may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of the Cabletron Public Offering Lock-Up and the Cabletron Pooling Transaction Lock-Up contained in this Section 4.9(a).

Market Standoff Agreements. (a) In connection with the underwritten public -------------------------- offering by Efficient Micron of at least 1,000,000 shares for any of its own account or $50,000,000securities, whichever is lesser, Cabletron Intel Capital agrees that, upon the request of Efficient or the underwriters managing any underwritten offering of Efficient's SecuritiesMicron securities, Cabletron Intel Capital shall agree in writing (the "Cabletron “Intel Capital Public Offering Lock-Up"”) that neither Cabletron Intel Capital (nor any director, executive officer or Controlled Affiliate of CabletronIntel Capital) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any Securities securities of Efficient Micron (other than those included in such registration statement, if any) now or hereafter acquired by Cabletron Intel Capital (or any director, executive officer or Controlled Affiliate of CabletronIntel Capital) or with respect to which Cabletron Intel Capital (or any director, executive officer or Controlled Affiliate of CabletronIntel Capital) has or hereafter acquires the power of disposition without the prior written consent of Efficient Micron) and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by Efficient Micron and the underwriters provided underwriters, except that (i) the directors, executive officers (ii) all holders of more than five percent (5%) of Efficient's Voting Securities which are an "affiliate" of Efficient for purposes of the accounting rules governing pooling of interest transactions Intel Capital and (iii) any Investor or other Person participating in such offering its Affiliates shall be permitted to enter into a public offering locktransactions that have the effect of maintaining or continuing pre-up containing the same terms as the Cabletron Public Offering Lock-Upexisting Hedging Transaction positions by continuing, renewing or replacing any such positions on substantially equivalent terms; provided, however, that neither Cabletron in no event shall Intel Capital (nor or any director, executive officer or Controlled Affiliate of CabletronIntel Capital) shall be bound by required to enter into such Cabletron Public Offering Lock-Up an agreement more than once during any twelve (12) month period. Furthermore, Cabletron agrees that, at the request of Efficient, Cabletron shall agree in writing (the "Cabletron Pooling Transaction Lock-Up") that neither Cabletron (nor any director, executive officer or Controlled Affiliate of Cabletron) shall, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, pledge or grant any options or rights with respect to, any Securities of Efficient now or hereafter acquired directly by Cabletron (or any director, executive officer or Controlled Affiliate of Cabletron) or with respect to which Cabletron (or any director, executive officer or Controlled Affiliate of Cabletron) has or hereafter acquires the power of disposition without the prior written consent of Efficient for such period of time as shall be necessary for Efficient to complete any business combination transaction in the form of a pooling of interests; provided that Efficient's independent accountants shall have reasonably concluded, after reasonable inquiry, that, at the relevant time with respect to such proposed pooling of interests transaction, Cabletron is or was an "affiliate" of Efficient for purposes of the accounting rules governing pooling of interests transactions. Cabletron Intel Capital agrees that Efficient Micron may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of the Cabletron Intel Capital Public Offering Lock-Up and the Cabletron Pooling Transaction Lock-Up contained in this Section 4.9(a).

Market Standoff Agreements. (a) In connection with the underwritten public -------------------------- offering by Efficient Micron of at least 1,000,000 shares for any of its own account or $50,000,000securities, whichever is lesser, Cabletron Intel agrees that, upon the request of Efficient or the underwriters managing any underwritten offering of EfficientMicron's Securitiessecurities, Cabletron Intel shall agree in writing (the "Cabletron Public Offering LockINTEL PUBLIC OFFERING LOCK-UpUP") that neither Cabletron Intel (nor any director, executive officer or Controlled Affiliate of CabletronIntel) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any Securities securities of Efficient Micron (other than those included in such registration statement, if any) now or hereafter acquired by Cabletron Intel (or any director, executive officer or Controlled Affiliate of CabletronIntel) or with respect to which Cabletron Intel (or any director, executive officer or Controlled Affiliate of CabletronIntel) has or hereafter acquires the power of disposition without the prior written consent of Efficient Micron and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by Efficient Micron and the underwriters provided underwriters, except that (i) the directors, executive officers (ii) all holders of more than five percent (5%) of Efficient's Voting Securities which are an "affiliate" of Efficient for purposes of the accounting rules governing pooling of interest transactions Intel and (iii) any Investor or other Person participating in such offering its Affiliates shall be permitted to enter into a public offering locktransactions that have the effect of maintaining or continuing pre-up containing the same terms as the Cabletron Public Offering Lock-Upexisting Hedging Transaction positions by continuing, renewing or replacing any such positions on substantially equivalent terms; provided, however, that neither Cabletron in no event shall Intel (nor or any director, executive officer or Controlled Affiliate of CabletronIntel) shall be bound by required to enter into such Cabletron Public Offering Lock-Up an agreement more than once during any twelve (12) month period. Furthermore, Cabletron if Intel is an Affiliate of Micron, Intel agrees that, at the request of EfficientMicron, Cabletron Intel shall agree in writing (the "Cabletron Pooling Transaction LockINTEL POOLING TRANSACTION LOCK-UpUP") that, except for transactions that have the effect of maintaining or continuing pre-existing Hedging Transactions positions which transactions Micron's independent accountants determine (which determination shall be conclusive) may be permitted without affecting the accounting of a proposed business combination as a pooling of interests, neither Cabletron Intel (nor any director, executive officer or Controlled Affiliate of CabletronIntel) shall, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, pledge or grant any options or rights with respect to, any Securities securities of Efficient Micron now or hereafter acquired directly by Cabletron Intel (or any director, executive officer or Controlled Affiliate of CabletronIntel) or with respect to which Cabletron Intel (or any director, executive officer or Controlled Affiliate of CabletronIntel) has or hereafter acquires the power of disposition without the prior written consent of Efficient Micron for such period of time as shall be necessary for Efficient Micron to complete any business combination transaction in the form of a pooling of interests; provided that EfficientMicron's independent accountants shall have reasonably concluded, after reasonable inquiry, that, at the relevant time with respect to such proposed pooling of interests transaction, Cabletron Intel is or was an "affiliate" of Efficient Micron for purposes of the accounting rules governing pooling of interests transactions. Cabletron Intel agrees that Efficient Micron may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of the Cabletron Intel Public Offering Lock-Up and the Cabletron Intel Pooling Transaction Lock-Up contained in this Section 4.9(a).

Market Standoff Agreements. (a) In connection with the underwritten public -------------------------- offering by Efficient Micron of at least 1,000,000 shares for any of its own account or $50,000,000securities, whichever is lesser, Cabletron Intel agrees that, upon the request of Efficient or the underwriters managing any underwritten offering of EfficientMicron's Securitiessecurities, Cabletron Intel shall agree in writing (the "Cabletron Intel Public Offering Lock-Up") that neither Cabletron Intel (nor any director, executive officer or Controlled Affiliate of CabletronIntel) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any Securities securities of Efficient Micron (other than those included in such registration statement, if any) now or hereafter acquired by Cabletron Intel (or any director, executive officer or Controlled Affiliate of CabletronIntel) or with respect to which Cabletron Intel (or any director, executive officer or Controlled Affiliate of CabletronIntel) has or hereafter acquires the power of disposition without the prior written consent of Efficient Micron and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by Efficient Micron and the underwriters provided underwriters, except that (i) the directors, executive officers (ii) all holders of more than five percent (5%) of Efficient's Voting Securities which are an "affiliate" of Efficient for purposes of the accounting rules governing pooling of interest transactions Intel and (iii) any Investor or other Person participating in such offering its Affiliates shall be permitted to enter into a public offering locktransactions that have the effect of maintaining or continuing pre-up containing the same terms as the Cabletron Public Offering Lock-Upexisting Hedging Transaction positions by continuing, renewing or replacing any such positions on substantially equivalent terms; provided, however, that neither Cabletron in no event shall Intel (nor or any director, executive officer or Controlled Affiliate of CabletronIntel) shall be bound by required to enter into such Cabletron Public Offering Lock-Up an agreement more than once during any twelve (12) month period. Furthermore, Cabletron if Intel is an Affiliate of Micron, Intel agrees that, at the request of EfficientMicron, Cabletron Intel shall agree in writing (the "Cabletron Intel Pooling Transaction Lock-Up") that, except for transactions that have the effect of maintaining or continuing pre-existing Hedging Transactions positions which transactions Micron's independent accountants determine (which determination shall be conclusive) may be permitted without affecting the accounting of a proposed business combination as a pooling of interests, neither Cabletron Intel (nor any director, executive officer or Controlled Affiliate of CabletronIntel) shall, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, pledge or grant any options or rights with respect to, any Securities securities of Efficient Micron now or hereafter acquired directly by Cabletron Intel (or any director, executive officer or Controlled Affiliate of CabletronIntel) or with respect to which Cabletron Intel (or any director, executive officer or Controlled Affiliate of CabletronIntel) has or hereafter acquires the power of disposition without the prior written consent of Efficient Micron for such period of time as shall be necessary for Efficient Micron to complete any business combination transaction in the form of a pooling of interests; provided that EfficientMicron's independent accountants shall have reasonably concluded, after reasonable inquiry, that, at the relevant time with respect to such proposed pooling of interests transaction, Cabletron Intel is or was an "affiliate" of Efficient Micron for purposes of the accounting rules governing pooling of interests transactions. Cabletron Intel agrees that Efficient Micron may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of the Cabletron Intel Public Offering Lock-Up and the Cabletron Intel Pooling Transaction Lock-Up contained in this Section 4.9(a).

Market Standoff Agreements. (a) In connection with the underwritten public -------------------------- offering by Efficient Micron of at least 1,000,000 shares for any of its own account or $50,000,000securities, whichever is lesser, Cabletron TI agrees that, upon the request of Efficient Micron or the underwriters managing any underwritten offering of EfficientMicron's Securitiessecurities, Cabletron TI shall agree in writing (the "Cabletron TI Public Offering Lock-Up") that neither Cabletron TI (nor any director, executive officer or Controlled Affiliate of CabletronTI) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any Securities securities of Efficient Micron (other than those included in such registration statement, if any) now or hereafter acquired by Cabletron TI (or any director, executive officer or Controlled Affiliate of CabletronTI) or with respect to which Cabletron TI (or any director, executive officer or Controlled Affiliate of CabletronTI) has or hereafter acquires the power of disposition without the prior written consent of Efficient Micron and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by Efficient Micron and the underwriters provided that (i) the directors, executive officers (ii) all holders of more than five percent (5%) of Efficient's Voting Securities which are an "affiliate" of Efficient for purposes of the accounting rules governing pooling of interest transactions and (iii) any Investor or other Person participating in such offering enter into a public offering lock-up containing the same terms as the Cabletron Public Offering Lock-Upunderwriters; provided, however, that neither Cabletron TI (nor any director, executive officer or Controlled Affiliate of CabletronTI) shall be bound by such Cabletron TI Public Offering Lock-Up more than once during any twelve month period. Furthermore, Cabletron TI agrees that, at the request of EfficientMicron, Cabletron TI shall agree in writing (the "Cabletron TI Pooling Transaction Lock-Up") that neither Cabletron TI (nor any director, executive officer or Controlled Affiliate of CabletronTI) shall, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, pledge or grant any options or rights with respect to, any Securities securities of Efficient Micron now or hereafter acquired directly by Cabletron TI (or any director, executive officer or Controlled Affiliate of CabletronTI) or with respect to which Cabletron TI (or any director, executive officer or Controlled Affiliate of CabletronTI) has or hereafter acquires the power of disposition without the prior written consent of Efficient Micron for such period of time as shall be necessary for Efficient Micron to complete any business combination transaction in the form of a pooling of interests; provided that EfficientMicron's independent accountants shall have reasonably concluded, after reasonable inquiry, that, at the relevant time with respect to such proposed pooling of interests transaction, Cabletron TI is or was an "affiliate" of Efficient Micron for purposes of the accounting rules governing pooling of interests transactions. Cabletron TI agrees that Efficient Micron may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of the Cabletron TI Public Offering Lock-Up and the Cabletron TI Pooling Transaction Lock-Up contained in this Section 4.9(a).

Market Standoff Agreements. (a) In connection with the underwritten public -------------------------- offering by Efficient Micron of at least 1,000,000 shares for any of its own account or $50,000,000securities, whichever is lesser, Cabletron TI agrees that, upon the request of Efficient Micron or the underwriters managing any underwritten offering of EfficientMicron's Securitiessecurities, Cabletron TI shall agree in writing (the "Cabletron Public Offering LockTI PUBLIC OFFERING LOCK-UpUP") that neither Cabletron TI (nor any director, executive officer or Controlled Affiliate of CabletronTI) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any Securities securities of Efficient Micron (other than those included in such registration statement, if any) now or hereafter acquired by Cabletron TI (or any director, executive officer or Controlled Affiliate of CabletronTI) or with respect to which Cabletron TI (or any director, executive officer or Controlled Affiliate of CabletronTI) has or hereafter acquires the power of disposition without the prior written consent of Efficient Micron and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by Efficient Micron and the underwriters provided that (i) the directors, executive officers (ii) all holders of more than five percent (5%) of Efficient's Voting Securities which are an "affiliate" of Efficient for purposes of the accounting rules governing pooling of interest transactions and (iii) any Investor or other Person participating in such offering enter into a public offering lock-up containing the same terms as the Cabletron Public Offering Lock-Upunderwriters; provided, however, that neither Cabletron TI (nor any director, executive officer or Controlled Affiliate of CabletronTI) shall be bound by such Cabletron TI Public Offering Lock-Up more than once during any twelve month period. Furthermore, Cabletron TI agrees that, at the request of EfficientMicron, Cabletron TI shall agree in writing (the "Cabletron Pooling Transaction Lock-UpTI POOLING TRANSACTION LOCK- UP") that neither Cabletron TI (nor any director, executive officer or Controlled Affiliate of CabletronTI) shall, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, pledge or grant any options or rights with respect to, any Securities securities of Efficient Micron now or hereafter acquired directly by Cabletron TI (or any director, executive officer or Controlled Affiliate of CabletronTI) or with respect to which Cabletron TI (or any director, executive officer or Controlled Affiliate of CabletronTI) has or hereafter acquires the power of disposition without the prior written consent of Efficient Micron for such period of time as shall be necessary for Efficient Micron to complete any business combination transaction in the form of a pooling of interests; provided that EfficientMicron's independent accountants shall have reasonably concluded, after reasonable inquiry, that, at the relevant time with respect to such proposed pooling of interests transaction, Cabletron TI is or was an "affiliate" of Efficient Micron for purposes of the accounting rules governing pooling of interests transactions. Cabletron TI agrees that Efficient Micron may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of the Cabletron TI Public Offering Lock-Up and the Cabletron TI Pooling Transaction Lock-Up contained in this Section 4.9(a).