Standstill Restriction Sample Clauses

Standstill Restriction. During the Standstill Period, (x) the Investor Stockholder shall not, directly or indirectly, and (y) the Investor Stockholder shall cause its Standstill Parties directly or indirectly not to, in each case without the prior written consent of, or waiver by, the Company: (i) subject to Section 3(b), acquire, offer or seek to acquire or agree to acquire, by purchase or otherwise, any Company Shares or direct or indirect rights to acquire any Company Shares or any securities convertible into, or exercisable or exchangeable for, Company Shares (unless such transaction is approved or affirmatively recommended by the Board); (ii) offer, or seek to acquire, or participate in any acquisition of assets or business of the Company and its subsidiaries; (iii) make any public announcement or public offer with respect to any acquisition, merger, business combination, recapitalization, reorganization or other similar extraordinary transaction involving the Company or any of its subsidiaries (unless such transaction is approved or affirmatively recommended by the Board); (iv) conduct, fund or otherwise become a participant in any “tender offer” (as such term is used in Regulation 14D under the Exchange Act) involving Company Shares or any securities convertible into, or exercisable or exchangeable for, Company Shares, in each case not approved by the Board; (v) otherwise act in concert with others to seek to control or influence the management or policies of the Company or its subsidiaries; provided that nothing in this Section 3(a) shall restrict the Investor Stockholder from voting (including by written consent) in accordance with Section 4 (including voting on any Excluded Matter in its sole discretion); (vi) make or participate in (or knowingly encourage) any “solicitation” of “proxies” (as such terms are defined in Regulation 14A as promulgated by the SEC), or otherwise knowingly advise or influence any Person with respect to the voting of any securities of the Company or its subsidiaries; (vii) call or seek to call a meeting of stockholders of the Company or initiate a stockholder proposal or meeting agenda item for action of the Company’s stockholders, or seek election or appointment to or to place a representative on the Board or seek the removal of any Director from the Board; (viii) form, join, become a member or otherwise participate in a Group (other than with any of its Group Members) with respect to the voting securities of the Company or any of its subsidia...