Common use of Standstill Obligations Clause in Contracts

Standstill Obligations. (1) The Buyer hereby agrees with the Company and covenants that until the first anniversary of the Closing Date (except with respect to clause "f." which shall continue until the second anniversary of the Closing Date), so long as it is the record or beneficial owner of any Preferred Shares (subject to adjustments upon stock splits, dividends and recapitalizations), without the prior written consent of the Company, it will not directly or indirectly: a. make, or in any way participate in, alone or in concert with others, any "solicitation" of "proxies" or "consents" (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the ▇▇▇▇ ▇▇▇) to vote for the election or removal of directors of the Company (except to the extent otherwise permitted pursuant to Section 5(k)(x)(2) below); b. otherwise seek to nominate, alone or in concert with others, any person for election as a director of the Company who is not nominated by the then incumbent directors (except to the extent otherwise permitted pursuant to Section 5(k)(x)(2) below); c. vote (whether at a meeting of stockholders, by written consent without a meeting or otherwise), alone or in concert with others, any or all of the Shares beneficially owned by the Buyer in favor of the election as a director of the Company of any nominee that has not been nominated or recommended for election as a director of the Company by the then incumbent directors (except to the extent otherwise permitted pursuant to Section 5(k)(x)(2) below); d. vote (whether at a meeting of stockholders, by written consent without a meeting or otherwise), alone or in concert with others, any or all of the Shares beneficially owned by the Buyer in favor of any proposal to remove as a director of the Company of any director that has not been made, sponsored and submitted by, or at the direction of, the then incumbent directors (except to the extent otherwise permitted pursuant to Section 5(k)(x)(2) below); ▇. ▇▇▇▇▇ to any Person any proxy or power of attorney that would or could enable such Person to vote, alone or in concert with others, or otherwise transfer or assign to any Person the power to vote (whether at a meeting of stockholders, by written consent without a meeting or otherwise), any or all of the Shares beneficially owned by the Buyer in a manner that would violate the provisions of clauses "c." and/or "d." above or the foregoing prohibition on the granting of proxies and powers of attorney; f. acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, directly or indirectly, alone or in concert with others, by purchase or otherwise, any direct or indirect "beneficial ownership" (such term, for purposes of this Agreement, shall have the meaning provided therefor under the rules and regulations promulgated by the SEC under Section 13(d) of the 1934) in any voting securities or any direct or indirect beneficial ownership in any rights, warrants or options to acquire, or in any securities convertible into or exchangeable for, any voting securities of the Company (other than as set forth in Section 5(k)(x)(3) and as contemplated by the Transaction Documents); or g. otherwise act, directly or indirectly, alone or in concert with others to propose to the Company's stockholders any merger, business combination, restructuring, recapitalization or other transaction that, in each case, would involve or result in a change of control of the Company (it being understood that nothing in this clause "g." shall prevent any Person who is elected to the Board of Directors of the Company by the holders of the Preferred Stock pursuant to Section 12(c)(1) of the Certificate of Designations, in such Person's capacity as a member of the Board of Directors and consistent with his or her fiduciary duties, from individually proposing, supporting or voting in favor of such a transaction (whether or not such transaction was proposed by such Person or another member of the Board of Directors)). (2) Notwithstanding anything expressed or implied in this Section 5(k)(x) to the contrary, the provisions of this Section 5(k)(x) shall not apply to, or restrict or otherwise limit in any way, (A) any right of any Person who is elected to the Board of Directors of the Company by the holders of the Preferred Stock pursuant to Section 12(c)(1) of the Certificate of Designations, in such Person's capacity as a member of the Board of Directors, to participate in the Board of Director's process to nominate directors for future elections in accordance with the Company's Certificate of Incorporation

Standstill Obligations. (1) The Buyer hereby agrees with the Company and covenants that until the first anniversary of the Closing Date (except with respect to clause "f." which shall continue until the second anniversary of the Closing Date), so long as it is the record or beneficial owner of any Preferred Shares (subject to adjustments upon stock splits, dividends and recapitalizations), without the prior written consent of the Company, it will not directly or indirectly: a. make, or in any way participate in, alone or in concert with others, any "solicitation" of "proxies" or "consents" (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the ▇▇▇▇ ▇▇▇) to vote for the election or removal of directors of the Company (except to the extent otherwise permitted pursuant to Section 5(k)(x)(2) below); b. otherwise seek to nominate, alone or in concert with others, any person for election as a director of the Company who is not nominated by the then incumbent directors (except to the extent otherwise permitted pursuant to Section 5(k)(x)(2) below); c. vote (whether at a meeting of stockholders, by written consent without a meeting or otherwise), alone or in concert with others, any or all of the Shares beneficially owned by the Buyer in favor of the election as a director of the Company of any nominee that has not been nominated or recommended for election as a director of the Company by the then incumbent directors (except to the extent otherwise permitted pursuant to Section 5(k)(x)(2) below); d. vote (whether at a meeting of stockholders, by written consent without a meeting or otherwise), alone or in concert with others, any or all of the Shares beneficially owned by the Buyer in favor of any proposal to remove as a director of the Company of any director that has not been made, sponsored and submitted by, or at the direction of, the then incumbent directors (except to the extent otherwise permitted pursuant to Section 5(k)(x)(2) below); ▇. ▇▇▇▇▇ to any Person any proxy or power of attorney that would or could enable such Person to vote, alone or in concert with others, or otherwise transfer or assign to any Person the power to vote (whether at a meeting of stockholders, by written consent without a meeting or otherwise), any or all of the Shares beneficially owned by the Buyer in a manner that would violate the provisions of clauses "c." and/or "d." above or the foregoing prohibition on the granting of proxies and powers of attorney; f. acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, directly or indirectly, alone or in concert with others, by purchase or otherwise, any direct or indirect "beneficial ownership" (such term, for purposes of this Agreement, shall have the meaning provided therefor under the rules and regulations promulgated by the SEC under Section 13(d) of the 1934) in any voting securities or any direct or indirect beneficial ownership in any rights, warrants or options to acquire, or in any securities convertible into or exchangeable for, any voting securities of the Company (other than as set forth in Section 5(k)(x)(3) and as contemplated by the Transaction Documents); or g. otherwise act, directly or indirectly, alone or in concert with others to propose to the Company's stockholders any merger, business combination, restructuring, recapitalization or other transaction that, in each case, would involve or result in a change of control of the Company (it being understood that nothing in this clause "g." shall prevent any Person who is elected to the Board of Directors of the Company by the holders of the Preferred Stock pursuant to Section 12(c)(1) of the Certificate of Designations, in such Person's capacity as a member of the Board of Directors and consistent with his or her fiduciary duties, from individually proposing, supporting or voting in favor of such a transaction (whether or not such transaction was proposed by such Person or another member of the Board of Directors)). (2) Notwithstanding anything expressed or implied in this Section 5(k)(x) to the contrary, the provisions of this Section 5(k)(x) shall not apply to, or restrict or otherwise limit in any way, (A) any right of any Person who is elected to the Board of Directors of the Company by the holders of the Preferred Stock pursuant to Section 12(c)(1) of the Certificate of Designations, in such Person's capacity as a member of the Board of Directors, to participate in the Board of Director's process to nominate directors for future elections in accordance with the Company's Certificate of IncorporationIncorporation or (B) any right that the Buyer may have pursuant to Section 12(c)(1) of the Certificate of Designations to: (i) "solicit" "proxies" or "consents" (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the ▇▇▇▇ ▇▇▇) to vote for the election or removal of any director who is elected to the Board of Directors of the Company by the holders of the Preferred Stock pursuant to Section 12(c)(1) of the Certificate of Designations, (ii) nominate any Person for election as a director who will be elected to the Board of Directors of the Company by the holders of the Preferred Stock pursuant to Section 12(c)(1) of the Certificate of Designations, or (iii) vote for the election or removal of any director who is elected to the Board of Directors of the Company by the holders of the Preferred Stock pursuant to Section 12(c)(1) of the Certificate of Designations.