Common use of Standstill Provisions Clause in Contracts

Standstill Provisions. Provided that the Company is not in material default under this Agreement, the Participating Stockholders agree, jointly and severally, through the conclusion of the 2007 annual meeting of the Company and for a period of one year thereafter, provided that the provisions of this paragraph 6 and paragraph 8 below shall not apply to the 2008 regular annual meeting of the Company (the “Standstill Period”), none of the Participating Stockholders nor any of their affiliates, associates or representatives shall, other than as a duly elected member of the Board, in any manner, directly or indirectly, unless such shall have been specifically invited in writing by the Company: (a) Seek, offer or propose (whether publicly or otherwise) to effect or participate in, or, in any way, assist any other person to 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 affiliates, (ii) any recapitalization, restructuring, liquidation, dissolution or other material transaction outside the scope of the Company’s traditional business operations with respect to the Company or any of its affiliates or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission); (b) Otherwise act, alone or in concert with others, to seek to control the management, the Board or the policies of the Company, including without limitation, by (i) initiating or instituting a stockholder solicitation for any such purpose, or (ii) nominating or causing others to nominate, or otherwise seeking to elect directors of the Company other than those nominated by the Board; or (c) Enter into any discussions or arrangements with any third party with respect to any of the foregoing. Notwithstanding anything to the contrary in Section 4, the mere act of purchasing or selling any capital stock of the Company beneficially owned by any of the Participating Stockholders shall not by itself be deemed to constitute the participation in, or assistance by, any of the Participating Stockholders with respect to any of the foregoing.

Standstill Provisions. Provided that During the Company is not in material default under this Agreement, eighteen month period commencing on the Participating Stockholders agree, jointly and severally, through the conclusion of the 2007 annual meeting of the Company and for a period of one year thereafter, provided that the provisions date of this paragraph 6 and paragraph 8 below shall not apply to the 2008 regular annual meeting of the Company letter agreement (the “Standstill Period”), none of the Participating Stockholders nor any of their affiliates, associates or representatives shall, other than as a duly elected member of the BoardRecipient will not, in any manner, directly or indirectly, unless such shall have been specifically invited in writing by the Company: (a) Seekmake, offer or propose (whether publicly or otherwise) to effect or participate ineffect, orinitiate, in any way, assist any other person to seek, offer or propose (whether publicly or otherwise) to effect cause or participate in (i) any tender or exchange offer, merger or other business combination involving acquisition of beneficial ownership of any securities of the Company or any securities of affiliatesany subsidiary or other affiliate of the Company, (ii) any acquisition of any assets of the Company or any assets of any subsidiary or other affiliate of the Company, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or other material extraordinary transaction outside involving the scope Company, or involving any securities or assets of the Company’s traditional business operations with respect to the Company or any of its affiliates , or (iiiiv) any “solicitation” of “proxies” (as such those terms are used in the proxy rules of the Securities and Exchange Commission)) or consents with respect to any securities of the Company; (b) Otherwise form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of the Company; (c) act, alone or in concert with others, to seek to control or influence the management, the Board board of directors or the policies of the Company, including without limitation, by ; (id) initiating or instituting a stockholder solicitation for take any such purpose, or (ii) nominating or causing others to nominate, or otherwise seeking to elect directors of action that might require the Company other than those nominated by the Board; or (c) Enter into any discussions or arrangements with any third party with respect to make a public announcement regarding any of the foregoing. Notwithstanding anything types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the contrary taking of, any action referred to in Section 4clause “(a)”, the mere act “(b)”, “(c)” or “(d)” of purchasing this sentence; (f) assist, induce or selling encourage any capital stock other Person to take any action of the Company beneficially owned by any of the Participating Stockholders shall not by itself be deemed type referred to constitute the participation inin clause “(a)”, “(b)”, “(c)”, “(d)” or assistance by, any of the Participating Stockholders with respect to any of the foregoing.“

Standstill Provisions. 5.1. Provided that the Company is not in material default under this Agreement, the Participating Stockholders agree, jointly and severally, through that prior to the conclusion expiration of the 2007 annual meeting of the Company and for a period of one year thereafter, provided that the provisions of this paragraph 6 and paragraph 8 below shall not apply to the 2008 regular annual meeting of the Company (the “Standstill Period”), none of the Participating Stockholders nor any of their affiliates, associates or representatives shall, other than as a duly elected member of the Board, in any manner, directly or indirectlyTerm, unless such shall have been specifically invited in writing by the Company, none of the Stockholders nor any of their Affiliates, Associates or Representatives shall in any manner, directly or indirectly: (a) Seekeffect or seek, offer or propose (whether publicly or otherwise) to effect effect, or cause or participate in, or, in or in any way, way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition, issuance or disposition of any securities (or beneficial ownership thereof) or assets of the Company or any of its subsidiaries (except as otherwise expressly provided by Section 6.4), (ii) any tender or exchange offer, merger or other business combination involving the Company or any of affiliatesits subsidiaries, (iiiii) any recapitalization, restructuring, liquidation, dissolution or other material extraordinary transaction outside the scope of the Company’s traditional business operations with respect to the Company or any of its affiliates subsidiaries, (iv) any acquisition of the securities or assets of any other business enterprise by the Company or any of its subsidiaries, or (iiiv) any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules of the Securities and Exchange CommissionSEC); (b) Otherwise form, join or in any way participate in a "group" (as defined under the ▇▇▇▇ ▇▇▇) with respect to the Company (other than with any other Stockholder); (c) otherwise act, alone or in concert with others, to seek to control the management, the Company Board or the policies of the Company, including including, without limitation, by (i) initiating or instituting a stockholder solicitation for any such purpose, or (ii) nominating or causing others to nominate, nominate or otherwise seeking to elect directors of the Company other than those nominated by the Board; or; (cd) Enter take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in 5(a) above; (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (f) request the Company to amend, waive or terminate any provision of this Agreement (including this sentence). 5.2. Notwithstanding anything to the contrary in Section 4, 5.1: (a) the mere act of purchasing or selling any capital stock of the Company Voting Securities beneficially owned by any of the Participating Stockholders shall not by itself be deemed to constitute the participation in, in or assistance by, by any of the Participating Stockholders with respect to any of the foregoingforegoing provided such act is consistent with Section 6.5; (b) ▇▇. ▇▇▇▇'▇ exercise of his rights, or fulfillment of his obligations, as a member of the Company Board while he is serving thereon shall not be a violation of Section 5.1; and (c) ▇▇. ▇▇▇▇ may make a proposal that would otherwise be prohibited by Section 5.1 provided it is made confidentially to the Company Board.

Standstill Provisions. Provided 5.1 Each of the Committee Parties agrees that during the Company is not in material default under this AgreementTerm, and with respect solely to ▇▇. ▇▇▇▇, Pembridge Value, Pembridge Capital, PVA, Whitehall and E2 (collectively, the Participating Stockholders agree, jointly and severally, through the conclusion of the 2007 annual meeting of the Company and for a period of one year thereafter, provided that the provisions of this paragraph 6 and paragraph 8 below shall not apply to the 2008 regular annual meeting of the Company (the “Standstill Period”"Brog Entities"), none of during the Participating Stockholders nor any of their affiliates, associates or representatives shall, other than as a duly elected member of the Board, in any manner, directly or indirectlyExtended Term, unless such shall have been specifically invited in writing by the Company, and except as otherwise provided in Section 5.2, none of the Committee Parties nor any of their Affiliates, Associates or Representatives shall in any manner, directly or indirectly: (a) Seekeffect or seek, offer or propose (whether publicly or otherwise) to effect effect, or cause or participate in, or, in or in any way, way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition, issuance or disposition of any securities (or Beneficial ownership thereof) or assets of the Company or any of its subsidiaries (except as otherwise expressly provided by Section 6.4 or Section 6.5), (ii) any tender or exchange offer, merger or other business combination involving the Company or any of affiliatesits subsidiaries, (iiiii) any recapitalization, restructuring, liquidation, dissolution or other material extraordinary transaction outside the scope of the Company’s traditional business operations with respect to the Company or any of its affiliates subsidiaries, (iv) any acquisition of the securities or assets of any other business enterprise by the Company or any of its subsidiaries, or (iiiv) any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules of the Securities and Exchange Commission)SEC) or written consent of the stockholders; provided, however, that the foregoing subparagraph (a) shall not prevent ▇▇. ▇▇▇▇, acting in his capacity as a member of the Company Board, from promptly presenting to the Company Board any unsolicited proposals with respect to any of clauses (i) -(iv) he personally receives from any third person, so long as neither he nor any of the Committee Parties or their respective Affiliates, Associates or Representatives instigated, knowingly encouraged, proposed, participated in or otherwise has any interest in any such unsolicited proposal; (b) Otherwise form, join or in any way participate in a "group" (as defined under the ▇▇▇▇ ▇▇▇) with respect to the Company, or enter into negotiations, arrangements or understandings with any third parties in connection with becoming a "group"; (c) otherwise act, alone or in concert with others, to seek to control the management, the Company Board or the policies of the Company, including including, without limitation, by (i) initiating or instituting a stockholder solicitation for any such purpose, or (ii) nominating or causing others to nominate, nominate or otherwise seeking to elect directors of the Company other than those nominated by the Board; (d) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in this Section 5.1; (e) initiate or propose or otherwise solicit or participate in the solicitation of stockholders for the approval of one or more stockholder proposals relating to the Company (whether pursuant to Rule 14a-8 under the 1934 Act or otherwise); (f) initiate, participate in or encourage the calling of a special meeting of stockholders of the Company; or (cg) Enter knowingly instigate or encourage any third party (including any members or former members of the Committee) to take any of the actions enumerated in this Section 5 or announce an intention to, or enter into any discussions discussion, negotiations, arrangements or arrangements understandings with any third party with respect to any of the foregoing. actions enumerated in this Section 5. 5.2 Notwithstanding anything to the contrary in Section 4, 5.1: (a) the mere act of purchasing tendering or selling or (except as expressly restricted by Section 6) voting any capital stock of the Company beneficially Voting Securities Beneficially owned by any of the Participating Stockholders Committee Parties shall not by itself be deemed to constitute the participation in, in or assistance by, by any of the Participating Stockholders Committee Parties with respect to any of the foregoingforegoing provided such act is consistent with Section 6.5; (b) ▇▇. ▇▇▇▇'▇ exercise of his rights, or fulfillment of his obligations, as a member of the Company Board while he is serving thereon shall not be a violation of Section 5.1; and (c) ▇▇. ▇▇▇▇ may make a proposal that would otherwise be prohibited by Section 5.1 provided it is made confidentially to the Company Board.

Standstill Provisions. Provided that During the Company is not in material default under this AgreementStandstill Period, the Participating Stockholders agreeInvestors and EBF shall not, jointly and severally, through the conclusion of the 2007 annual meeting of the Company and for a period of one year thereafter, provided that the provisions of this paragraph 6 and paragraph 8 below shall not apply to the 2008 regular annual meeting of the Company (the “Standstill Period”), none of the Participating Stockholders nor permit any of their affiliates, associates or representatives shall, other than as a duly elected member of the Board, in any mannerInvestment Fund, directly or indirectly, unless such shall have been specifically invited in writing by to, without the Company’s prior written consent: (a) Seekacquire or agree to acquire any additional Common Shares, offer or any other securities or assets of the Company; (b) form a Group or deposit the Acquired Shares in a voting trust; (c) grant any proxy to vote any Acquired Shares to any Person or Group, other than the Company or a Person specified by the Company in a proxy card provided to all shareholders of the Company on or on behalf of the Company; (d) propose (whether publicly or otherwise) to effect or participate in, or, in any way, assist any other person to seek, offer or propose (whether publicly or otherwise) to effect or participate in (iA) any tender or exchange offermerger, merger consolidation or other business combination involving with the Company, (B) any purchase of all or substantially all of the assets of the Company or any of affiliatesits subsidiaries, (iiC) any recapitalization, restructuring, liquidation, or dissolution or other material transaction outside the scope of the Company’s traditional business operations Company or (D) any other extraordinary transaction with respect to the Company or any of its affiliates subsidiaries (each of the foregoing, an “Extraordinary Transaction”); (e) make a tender or exchange offer for any securities of the Company or any of its subsidiaries; (iiif) participate in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission)) to vote, or knowingly seek to advise or influence any Person with respect to the voting of, any voting securities of the Company; (bg) Otherwise call, or seek to call, a meeting of the shareholders of the Company or initiate any shareholder proposal for action by shareholders of the Company, seek Board representation other than as provided for in this Agreement or seek the removal of any member of the Board; (h) otherwise act, alone or in concert with others, to seek to control Control or influence the management, the Board management or the policies of the Company, including without limitation, by ; (i) initiating publicly disclose any intention, plan or instituting a stockholder solicitation for arrangement prohibited by this Section 2.2, other than Nonpublic Communication; (j) knowingly advise, assist or encourage any such purpose, or (ii) nominating or causing others to nominate, or otherwise seeking to elect directors Persons engaged in any of the activities prohibited by this Section 2.2; (k) request the Company other than those nominated by the Board; to waive any provision of this Section 2.2, or (cl) Enter into take any discussions or arrangements with any third party with respect to any of the foregoing. Notwithstanding anything to the contrary in Section 4, the mere act of purchasing or selling any capital stock of other action that such Person reasonably believes will require the Company beneficially owned by any to make a public announcement regarding the possibility of the Participating Stockholders shall not by itself be deemed to constitute the participation ina business combination, merger or assistance by, any of the Participating Stockholders with respect to any of the foregoingother type or transaction described in this Section 2.2.

Standstill Provisions. Provided that During the Standstill Period, each of the Investor Parties, the Company is not Nominees, and the Other Directors agrees that, except as otherwise provided in material default under this Agreement, during the Participating Stockholders agree, jointly and severally, through the conclusion of the 2007 annual meeting of the Company and for a period of one year thereafter, provided that the provisions of this paragraph 6 and paragraph 8 below shall not apply to the 2008 regular annual meeting of the Company (the “Standstill Period”), none he or it will not, and he or it will cause each of the Participating Stockholders nor any of their affiliateshis or its Affiliates and Associates, associates agents or representatives shall, other than as a duly elected member of the Board, in any manner, directly persons acting on his or indirectly, unless such shall have been specifically invited in writing by the Companyits behalf not to: (a) Seeksolicit proxies, agent designations or written consents of stockholders, or otherwise conduct any nonbinding referendum with respect to the Common Stock, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act, to vote, or advise, encourage or influence any person with respect to voting, any shares of the Common Stock with respect to any matter, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act and the rules promulgated by the SEC thereunder), other than a “solicitation” or acting as a “participant” in support of (i) the election of all of the Company Nominees and Investor Nominees at the 2013 Annual Meeting and (ii) the Other Company Proposals; (b) seek to call, or to request the call of, a special meeting of the stockholders of the Company, or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company or make a request for a list of the Company’s stockholders (or otherwise induce, encourage or assist any other person to initiate or pursue such a proposal or request); (c) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect effect, or cause or participate in, or, or in any way, way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or cause or participate in (i) any tender offer or exchange offer, merger or other business combination offer involving the Company or its securities; (d) publicly disclose, or cause or facilitate the public disclosure (including, without limitation, the filing of any of affiliatesdocument or report with the SEC or any other governmental agency or any disclosure to any journalist, (ii) any recapitalization, restructuring, liquidation, dissolution or other material transaction outside the scope member of the Company’s traditional business operations media or securities analyst) regarding any intent, purpose, plan, action or proposal with respect to the Company Board, the Company, its management, strategies, policies or affairs or any of its affiliates securities or (iii) assets or this Agreement that is inconsistent with the provisions of this Agreement, including any “solicitation” intent, purpose, plan, action or proposal that is conditioned on, or would require waiver, amendment, or consent under, any provision of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission)this Agreement; (be) Otherwise actseek election or appointment to, alone or in concert with othersrepresentation on, or nominate or propose the nomination of any candidate to the Board; or seek to control the management, the Board or the policies removal of any member of the CompanyBoard, including without limitationin each case other than as set forth in this Agreement; (f) enter into any arrangements, by understandings or agreements (iwhether written or oral) initiating or instituting a stockholder solicitation for any such purposewith, or (ii) nominating advise, finance, assist or causing others to nominateencourage, any other person that engages, or otherwise seeking offers or proposes to elect directors engage, in any of the Company other than those nominated by the Boardforegoing; or (cg) Enter into take or cause or induce or assist others to take any discussions or arrangements action inconsistent with any third party with respect to any of the foregoing. Notwithstanding anything to the contrary Nothing in this Section 4, the mere act of purchasing or selling any capital stock of the Company beneficially owned by any of the Participating Stockholders 2.7 shall not by itself be deemed to constitute the participation in, or assistance by, prohibit any Investor Party from engaging in any lawful act consistent with his fiduciary duties solely in his capacity as a director of the Participating Stockholders with respect to any of the foregoingCompany.

Standstill Provisions. Provided that the Company is not Subject to Section 5.2, and except as otherwise expressly permitted by this Agreement (including Transfers made in material default under this Agreement, the Participating Stockholders agree, jointly and severally, through the conclusion of the 2007 annual meeting of the Company and for a period of one year thereafter, provided that compliance with the provisions of this paragraph 6 and paragraph 8 below shall not apply to Article IV) each Investor agrees that, so long as the 2008 regular annual meeting other Investor Beneficially Owns shares of Common Stock representing 20% or more of the Company outstanding shares of Common Stock, it shall not, and will cause each of its Affiliates not to, either alone or as part of a "group" (as such term is used in Section 13d-5 (as such rule is currently in effect) of the “Standstill Period”Exchange Act), none and such Investor will not, and will cause each of the Participating Stockholders nor any of their affiliatesits Affiliates not to, associates advise, assist or representatives shall, other than as a duly elected member of the Board, in any mannerencourage others to, directly or indirectly, unless such shall have been specifically invited in writing by without the Companyprior written consent of the other Investor: (a) Seekacquire, or offer or propose agree to acquire, or become the Beneficial Owner of or obtain rights in respect of any shares of Common Stock, other equity securities of the Company or other securities convertible or exchangeable into equity securities of the Company; (whether publicly b) solicit proxies or otherwiseconsents or become a "participant" in a "solicitation" (as such terms are defined or used in Regulation 14A under the Exchange Act) of proxies or consents with respect to effect any voting securities of the Company or participate in, or, initiate or become a participant in any waystockholder proposal or "election contest" with respect to the Company or induce others to initiate the same, assist or otherwise seek to advise or influence any other person Person with respect to seekthe voting of any voting securities of the Company in connection with the election of Directors or with respect to an amendment to the Certificate of Incorporation or By-laws that would increase or decrease the number of Directors on the Board of Directors; (c) form, offer or propose (whether publicly or otherwise) to effect encourage or participate in a "person" within the meaning of Section 13(d)(3) of the Exchange Act for the purpose of taking any actions described in this Section 5.1; (id) initiate any tender or exchange stockholder proposals for submission to a vote of stockholders, with respect to the Company; or (e) offer, merger seek, or propose to enter into any merger, acquisition, tender offer, sale transaction involving a substantial portion of the Company's assets or other business combination involving the Company or any of affiliates, (ii) any recapitalization, restructuring, liquidation, dissolution or other material transaction outside the scope of the Company’s traditional business operations with respect to the Company or any of its affiliates or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission); (b) Otherwise act, alone or in concert with others, to seek to control the management, the Board or the policies of the Company, including without limitation, by (i) initiating or instituting a stockholder solicitation for any such purpose, or (ii) nominating or causing others to nominate, or otherwise seeking to elect directors of the Company other than those nominated by the Board; or (c) Enter into any discussions or arrangements with any third party with respect to any of the foregoing. Notwithstanding anything to the contrary in Section 4, the mere act of purchasing or selling any capital stock of the Company beneficially owned by any of the Participating Stockholders shall not by itself be deemed to constitute the participation in, or assistance by, any of the Participating Stockholders with respect to any of the foregoing.

Standstill Provisions. Provided that the Company is not Subject to Section 5.2, and except as otherwise expressly permitted by this Agreement (including Transfers made in material default under this Agreement, the Participating Stockholders agree, jointly and severally, through the conclusion of the 2007 annual meeting of the Company and for a period of one year thereafter, provided that compliance with the provisions of this paragraph 6 and paragraph 8 below shall not apply to Article IV) each Investor agrees that, so long as the 2008 regular annual meeting other Investor Beneficially Owns shares of Common Stock representing 20% or more of the Company outstanding shares of Common Stock, it shall not, and will cause each of its Affiliates not to, either alone or as part of a “group” (as such term is used in Section 13d-5 (as such rule is currently in effect) of the “Standstill Period”Exchange Act), none and such Investor will not, and will cause each of the Participating Stockholders nor any of their affiliatesits Affiliates not to, associates advise, assist or representatives shall, other than as a duly elected member of the Board, in any mannerencourage others to, directly or indirectly, unless such shall have been specifically invited in writing by without the Companyprior written consent of the other Investor: (a) Seekacquire, or offer or propose agree to acquire, or become the Beneficial Owner of or obtain rights in respect of any shares of Common Stock, other equity securities of the Company or other securities convertible or exchangeable into equity securities of the Company; (whether publicly b) solicit proxies or otherwiseconsents or become a “participant” in a “solicitation” (as such terms are defined or used in Regulation 14A under the Exchange Act) of proxies or consents with respect to effect any voting securities of the Company or participate in, or, initiate or become a participant in any waystockholder proposal or “election contest” with respect to the Company or induce others to initiate the same, assist or otherwise seek to advise or influence any other person Person with respect to seekthe voting of any voting securities of the Company in connection with the election of Directors or with respect to an amendment to the Certificate of Incorporation or By-laws that would increase or decrease the number of Directors on the Board of Directors; (c) form, offer or propose (whether publicly or otherwise) to effect encourage or participate in a “person” within the meaning of Section 13(d)(3) of the Exchange Act for the purpose of taking any actions described in this Section 5.1; (id) initiate any tender or exchange stockholder proposals for submission to a vote of stockholders, with respect to the Company; or (e) offer, merger seek, or propose to enter into any merger, acquisition, tender offer, sale transaction involving a substantial portion of the Company’s assets or other business combination involving the Company or any of affiliates, (ii) any recapitalization, restructuring, liquidation, dissolution or other material transaction outside the scope of the Company’s traditional business operations with respect to the Company or any of its affiliates or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission); (b) Otherwise act, alone or in concert with others, to seek to control the management, the Board or the policies of the Company, including without limitation, by (i) initiating or instituting a stockholder solicitation for any such purpose, or (ii) nominating or causing others to nominate, or otherwise seeking to elect directors of the Company other than those nominated by the Board; or (c) Enter into any discussions or arrangements with any third party with respect to any of the foregoing. Notwithstanding anything to the contrary in Section 4, the mere act of purchasing or selling any capital stock of the Company beneficially owned by any of the Participating Stockholders shall not by itself be deemed to constitute the participation in, or assistance by, any of the Participating Stockholders with respect to any of the foregoing.

Standstill Provisions. Provided that During the Company is not in material default under five-year period commencing on the date of this Agreement, neither the Participating Stockholders agree, jointly and severally, through the conclusion of the 2007 annual meeting of the Company and for a period of one year thereafter, provided that the provisions of this paragraph 6 and paragraph 8 below shall not apply to the 2008 regular annual meeting of the Company (the “Standstill Period”), none of the Participating Stockholders Stockholder nor any of their affiliates, associates or representatives shall, other than as a duly elected member the Stockholder’s affiliates (within the meaning of the BoardSecurities Act of 1933 and the rules promulgated thereunder) will, in any manner, directly or indirectly, unless such shall have been specifically invited in writing by the Company: (a) Seekmake, offer or propose (whether publicly or otherwise) to effect or participate ineffect, orinitiate, in any way, assist any other person to seek, offer or propose (whether publicly or otherwise) to effect cause or participate in (i) any tender or exchange offer, merger or other business combination involving acquisition of beneficial ownership of any securities of the Company or any securities of affiliatesany subsidiary or other affiliate of the Company, (ii) any acquisition of any assets of the Company or any assets of any subsidiary or other affiliate of the Company, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or other material extraordinary transaction outside the scope of the Company’s traditional business operations with respect to involving the Company or any subsidiary or other affiliate of its affiliates the Company, or involving any securities or assets of the Company or any securities or assets of any subsidiary or other affiliate of the Company, or (iiiiv) any “solicitation” of “proxies” (as such those terms are used in the proxy rules of the Securities and Exchange Commission)) or consents with respect to any securities of the Company; (b) Otherwise form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of the Company; (c) act, alone or in concert with others, to seek to control or influence the management, the Board board of directors or the policies of the Company, including without limitation, by ; (id) initiating take any action that might require the Company to make a public announcement regarding any of the types of matters set forth in clause (a) of this sentence; (e) agree or instituting a stockholder solicitation for any such purposeoffer to take, or encourage or propose (iipublicly or otherwise) nominating or causing others the taking of, any action referred to nominatein clause (a), or otherwise seeking to elect directors of the Company other than those nominated by the Board; or (b), (c) Enter or (d) of this sentence; (f) assist, induce or encourage any other person or entity to take any action of the type referred to in clause (a), (b), (c), (d) or (e) of this sentence; (g) enter into any discussions discussions, negotiations, arrangement or arrangements agreement with any third party with respect other person or entity relating to any of the foregoing. Notwithstanding anything to the contrary in Section 4, the mere act of purchasing ; or (h) request or selling any capital stock of propose that the Company beneficially owned by or any of the Participating Stockholders shall not by itself be deemed to constitute Company’s Representatives amend, waive or consider the participation in, amendment or assistance by, waiver of any of the Participating Stockholders with respect to any of the foregoingprovision set forth in this Section 5.1.