Common use of Standstill Obligations Clause in Contracts

Standstill Obligations. Each Criterion Party hereby agrees with the Company that, during the period commencing on the date hereof and ending on the first anniversary of the 2005 Annual Meeting of Stockholders of the Company (the "Standstill Period"), none of the Criterion Parties or their affiliates or associates (A) will directly or indirectly or (B) will directly or indirectly solicit, request, advise, aid, assist or encourage any other person or entity to: (a) solicit proxies or written consents of stockholders with respect to Common 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 Common Stock, or become a "participant" in any "solicitation" (as such terms are used or defined in Regulation 14 promulgated under the General Rules and Regulations under the ▇▇▇▇ ▇▇▇) whether or not relating to the election or removal of directors of the Company except as may be required by Section 2.2 hereof; (b) seek to call, or to request the call of, a special meeting of stockholders of the Company or demand to inspect any records of the Company pursuant to Section 220 of the DGCL; provided, however, that the restrictions on action set forth in this Subsection 2.3(b) shall not limit, impair or otherwise affect the right of Marwell to take action solely in his capacity as a Director of the Company; (c) 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; or (d) 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 request for any waiver or amendment of any provision of this Agreement, or the taking of any action restricted hereby.

Standstill Obligations. Each Criterion Party hereby agrees with the Company that, during the period commencing on the date hereof and ending on the first anniversary of the 2005 Annual Meeting of Stockholders of the Company (the "“Standstill Period"”), none of the Criterion Parties or their affiliates or associates (A) will directly or indirectly or (B) will directly or indirectly solicit, request, advise, aid, assist or encourage any other person or entity to: (a) solicit proxies or written consents of stockholders with respect to Common 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 Common Stock, or become a "“participant" ” in any "“solicitation" ” (as such terms are used or defined in Regulation 14 promulgated under the General Rules and Regulations under the ▇▇▇▇ ▇▇▇) whether or not relating to the election or removal of directors of the Company except as may be required by Section 2.2 hereof; (b) seek to call, or to request the call of, a special meeting of stockholders of the Company or demand to inspect any records of the Company pursuant to Section 220 of the DGCL; provided, however, that the restrictions on action set forth in this Subsection 2.3(b) shall not limit, impair or otherwise affect the right of Marwell to take action solely in his capacity as a Director of the Company; (c) submit or propose for consideration at any meeting of the Company's ’s stockholders one or more stockholder proposals, as described in Rule 14a-8 under the 1934 Act or otherwise; or (d) 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 request for any waiver or amendment of any provision of this Agreement, or the taking of any action restricted hereby.