Common use of Standstill Obligations Clause in Contracts

Standstill Obligations. ▇▇▇▇▇▇ ▇▇▇▇▇▇ hereby agrees that, until the date on which it ceases to have a nominee serving on the Board and unless (x) specifically approved in writing by the Board or (y) if it holds outstanding Series A Convertible Preferred Stock and the Company has materially breached its obligations or any the terms or conditions of the Articles Supplementary in respect of the rights, privileges and preferences of the Series A Convertible Preferred Stock, ▇▇▇▇▇▇ ▇▇▇▇▇▇ will not in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any tender or exchange offer, merger or other business combination involving the Company or any of its subsidiaries, or assets of the Company or its subsidiaries constituting a significant portion of the consolidated assets of the Company and its subsidiaries, (ii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company, (b) deposit any voting securities of the Company in a voting trust or subject voting securities of the Company to a voting agreement or any other arrangement or understanding with respect to the voting of such securities; (c) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any person in respect of any such securities; (d) call, or propose to call, a meeting of the shareholders of the Company or initiate any shareholder proposal for action by shareholders of the Company, or propose the removal of any director from the Board or, except as permitted by and in accordance with Article 3, propose or nominate any individual to serve as a director on the Board (e) otherwise act, alone or in concert with others, to propose to control or knowingly influence, in any manner, the management or the Board or the policies of the Company or (f) disclose or direct any person to disclose, any intention, plan or arrangement inconsistent with the foregoing.

Standstill Obligations. ▇(a) M▇▇▇▇▇ ▇▇▇▇▇▇ hereby agrees that, until the date on which it ceases to have a nominee M▇▇▇▇▇ ▇▇▇▇▇▇ Director serving on the Board and unless (x) specifically approved in writing by the Board or (y) if it holds outstanding shares of Series A C Convertible Preferred Stock and the Company has materially breached its obligations or any the terms or conditions of the Articles Supplementary in respect of the rights, privileges and preferences of the Series A C Convertible Preferred Stock, ▇M▇▇▇▇▇ ▇▇▇▇▇▇ will not in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any tender or exchange offer, merger or other business combination involving the Company or any of its subsidiaries, or assets of the Company or its subsidiaries constituting a significant portion of the consolidated assets of the Company and its subsidiaries, (ii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company, (b) deposit any voting securities of the Company in a voting trust or subject voting securities of the Company to a voting agreement or any other arrangement or understanding with respect to the voting of such securities; (c) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any person in respect of any such securities; (d) call, or propose to call, a special meeting of the shareholders stockholders of the Company or initiate any shareholder stockholder proposal for action by shareholders stockholders of the Company, or propose the removal of any director from the Board or, except as permitted by and in accordance with Article 3III, propose or nominate any individual to serve as a director on the Board (e) otherwise act, alone or in concert with others, to propose to control or knowingly influence, in any manner, the management or the Board or the policies of the Company or (f) disclose or direct any person to disclose, any intention, plan or arrangement inconsistent with the foregoing. (b) M▇▇▇▇▇ ▇▇▇▇▇▇ hereby agrees that, until the date on which a M▇▇▇▇▇ ▇▇▇▇▇▇ Director ceases to serve on the Board, unless the Board has provided its prior written consent, M▇▇▇▇▇ ▇▇▇▇▇▇ shall not, and shall cause its Affiliates not to, directly or indirectly, enter into any short sale, “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act), equity swap, total return swap, or any other hedging, derivative or similar transaction that is designed to, or could reasonably be expected to, result in the sale, transfer or other disposition, in whole or in part, of any of the economic consequences of ownership of the equity securities of the Company, whether such transaction is settled by delivery of Common Stock or other securities, in cash, or otherwise.

Standstill Obligations. ▇(a) M▇▇▇▇▇ ▇▇▇▇▇▇ hereby agrees that, until the date on which it ceases to have a nominee M▇▇▇▇▇ ▇▇▇▇▇▇ Director serving on the Board and unless (x) specifically approved in writing by the Board or (y) if it holds outstanding shares of Series A C Convertible Preferred Stock and the Company has materially breached its obligations or any the terms or conditions of the Articles Supplementary in respect of the rights, privileges and preferences of the Series A C Convertible Preferred Stock, ▇M▇▇▇▇▇ ▇▇▇▇▇▇ will not in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any tender or exchange offer, merger or other business combination involving the Company or any of its subsidiaries, or assets of the Company or its subsidiaries constituting a significant portion of the consolidated assets of the Company and its subsidiaries, (ii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company, (b) deposit any voting securities of the Company in a voting trust or subject voting securities of the Company to a voting agreement or any other arrangement or understanding with respect to the voting of such securities; (c) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any person in respect of any such securities; (d) call, or propose to call, a special meeting of the shareholders stockholders of the Company or initiate any shareholder stockholder proposal for action by shareholders stockholders of the Company, or propose the removal of any director from the Board or, except as permitted by and in accordance with Article 3VIII, propose or nominate any individual to serve as a director on the Board (e) otherwise act, alone or in concert with others, to propose to control or knowingly influence, in any manner, the management or the Board or the policies of the Company or (f) disclose or direct any person to disclose, any intention, plan or arrangement inconsistent with the foregoing. M▇▇▇▇▇ ▇▇▇▇▇▇ hereby agrees that, until the date on which a M▇▇▇▇▇ ▇▇▇▇▇▇ Director ceases to serve on the Board, unless the Board has provided its prior written consent, M▇▇▇▇▇ ▇▇▇▇▇▇ shall not, and shall cause its Affiliates not to, directly or indirectly, enter into any short sale, “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act), equity swap, total return swap, or any other hedging, derivative or similar transaction that is designed to, or could reasonably be expected to, result in the sale, transfer or other disposition, in whole or in part, of any of the economic consequences of ownership of the equity securities of the Company, whether such transaction is settled by delivery of Common Stock or other securities, in cash, or otherwise.

Standstill Obligations. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Each MWTG Party hereby agrees with the Company that, until during the period commencing on the date on which it ceases to have a nominee serving hereof and ending on the Board and unless day following the Company’s Special Meeting of Stockholders described in the Proxy Statement (xthe “Standstill Period”), none of the MWTG Parties or their affiliates or associates (A) specifically approved in writing by the Board will directly or indirectly or (yB) if it holds outstanding Series A Convertible Preferred Stock and the Company has materially breached its obligations or any the terms or conditions of the Articles Supplementary in respect of the rights, privileges and preferences of the Series A Convertible Preferred Stock, ▇▇▇▇▇▇ ▇▇▇▇▇▇ will not in any manner, directly or indirectly: (a) effect or seekindirectly solicit, offer or propose (whether publicly or otherwise) to effectrequest, or announce any intention to effect or cause or participate in or in any way assistadvise, facilitate aid, assist or encourage any other person or entity to: (a) except solely with other MWTG Parties (and then only to effect the extent and in a manner specifically permitted by this Agreement): (i) form, join in or seekin any other way participate in a “partnership, offer limited partnership, syndicate, or propose other group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (whether publicly the “1934 Act”); (ii) permit any other person to join a group of which one or otherwisemore of the MWTG Parties or any of their affiliates or associates is a member; or (iii) otherwise act in concert with any person, in each case either (a) for the purpose of violating or circumventing the provisions of this Agreement or (b) for the purpose of acquiring, holding, voting, or disposing of Company Stock (as hereinafter defined). For purposes of this Agreement, Company Stock means shares of any voting securities, or any securities convertible into or exchangeable for any voting securities, or options, warrants, contractual rights or other rights of any kind to effect acquire or vote any voting securities or any securities convertible into or exchangeable for any voting securities, of the Company; (b) solicit proxies or written consents of stockholders with respect to Company Stock under any circumstances, or make, or in any way participate in, directly or indirectly, any “solicitation” of any “proxy” to vote any shares of Company Stock, or become a “participant” in any “solicitation” (ias such terms are used or defined in Regulation 14A promulgated under the General Rules and Regulations under the 1934 Act) whether or not relating to the election or removal of directors of the Company, or otherwise act in concert with others to seek to control or influence in any manner the management, the Board (including the composition thereof) or the business, operations or affairs of the Company (it being understood that the foregoing shall not prevent communications with the Company’s management or Board of Directors by MWTG Parties which communications are not otherwise prohibited by this Agreement); (c) seek to call, or to request the call of, a special meeting of stockholders of the Company; (d) submit or propose for consideration at any meeting of the Company’s stockholders one or more stockholder proposals, as described in Rule 14a-8 under the 1934 Act or otherwise; (e) in any manner acquire, agree to acquire, make any proposal to acquire or announce or disclose any intention to make a proposal to acquire, directly or indirectly, whether by purchase, tender or exchange offer, merger through the acquisition of control of another person, by joining a “partnership, limited partnership, syndicate, or other group” (within the meaning of Section 13(d)(3) of the 1934 Act) or otherwise (i) any substantial portion of the assets of the Company or (ii) any Company Stock; (f) make a proposal or bid with respect to, announce or disclose any intention to propose to enter into, publicly make or disclose, cause to be made or disclosed publicly or facilitate the making public or public disclosure of any proposal or bid with respect to, any merger, consolidation, other business combination combination, restructuring, recapitalization or other extraordinary transaction involving the Company or any of its subsidiaries; (g) file with or send to the SEC any amendment (including exhibits) to M▇▇▇▇▇▇▇-▇▇▇▇▇▇ Technology Group’s Schedule 13D under the 1934 Act with respect to Company Stock, or assets except amendments necessary solely (i) to disclose the execution of the Company or its subsidiaries constituting a significant portion of the consolidated assets of the Company and its subsidiariesthis Agreement, (ii) any recapitalizationto disclose acquisitions of Common Stock permitted by this Agreement (and the financing thereof to the extent required to be disclosed by Item 3 of Schedule 13D), restructuring(iii) to disclose dispositions of Common Stock, liquidation(iv) to disclose changes in the identity and background of the reporting and other persons (to the extent such changes are permitted by this Agreement and are required to be disclosed by Item 2 of Schedule 13D), dissolution (v) to disclose contracts, arrangements, understandings or other extraordinary transaction relationships (legal or otherwise) among the persons named in Item 2 of Schedule 13D with respect to any securities of the Company (to the extent such contracts, arrangements, understandings or relationships are permitted by this Agreement and are required to be disclosed by Item 6 of Schedule 13D), (vi) to file any exhibits to M▇▇▇▇▇▇▇-▇▇▇▇▇▇ Technology Group’s Schedule 13D to the extent such exhibits are required to be filed by Item 7 of Schedule 13D solely as a result of the foregoing changes, and (vii) to comply with the requirements of Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder (or any successor provisions thereto) (it being understood that nothing contained in this Section 2.2(g) shall be deemed to permit any action or disclosure which is otherwise prohibited by this Agreement). Such permitted amendments and additional exhibits to M▇▇▇▇▇▇▇-▇▇▇▇▇▇ Technology Group’s Schedule 13D are referred to herein as the “Permitted Schedule 13D Amendments”; (h) take any action or form any intention which would require an amendment to M▇▇▇▇▇▇▇-▇▇▇▇▇▇ Technology Group’s Schedule 13D (other than Permitted Schedule 13D Amendments); (i) institute any claim, action, cause of action, suit, administrative action or proceeding of any kind, including, without limitation, any federal, state or other governmental proceeding of any kind, against the Company or any of its subsidiariesformer, present or future directors, officers, employees, representatives or agents (hereinafter collectively referred to as a “Cause of Action”), or solicit, advise, encourage, aid or assist, directly or indirectly, any person or entity in bringing any such Cause of Action; or (iiij) make public, or cause or assist any other person to make public (including by disclosure to any journalist, other representative of the media or securities analyst) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) request for any waiver or consents to vote any voting securities of the Company, (b) deposit any voting securities of the Company in a voting trust or subject voting securities of the Company to a voting agreement or any other arrangement or understanding with respect to the voting of such securities; (c) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any person in respect amendment of any such securities; (d) callprovision of this Agreement, or propose to call, a meeting of the shareholders of the Company or initiate any shareholder proposal for action by shareholders of the Company, or propose the removal taking of any director from the Board or, except as permitted by and in accordance with Article 3, propose or nominate any individual to serve as a director on the Board (e) otherwise act, alone or in concert with others, to propose to control or knowingly influence, in any manner, the management or the Board or the policies of the Company or (f) disclose or direct any person to disclose, any intention, plan or arrangement inconsistent with the foregoingaction restricted hereby.