Common use of Standstill Restrictions Clause in Contracts

Standstill Restrictions. Until the earlier of (a) the time that the Investor’s Ownership Percentage is less than five percent (5%) and (b) the third anniversary of the date hereof, the Investor shall not, and shall cause its Affiliates (including commonly controlled or managed investment funds) not to, without the prior consent of the Board, (i) directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity or debt securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities representing in the aggregate more than one percent (1%) of the total voting power of the Company’s outstanding securities, in addition to the Series A Preferred Stock, Common Stock acquired upon conversion of the Series A Preferred Stock, and any shares paid as dividends thereon, (ii) make, or in any way participate or engage in, directly or indirectly, any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules of the Commission), or seek to advise or influence any person with respect to the voting of, any voting securities of the Company (other than in connection with the election of the Series A Director (as defined in the Series A Certificate of Designation)), (iii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 14, or seek a release of such restrictions, or (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company except for any group comprised solely of the Investor and its Affiliates; provided, however, that the foregoing shall not restrict the ability of any directors appointed or elected to the Board pursuant to the terms of Section 8 of the Series A Certificate of Designation from exercising his or her fiduciary duties. The foregoing provisions of this Section 14 will terminate and will be of no further force or effect if:

Standstill Restrictions. Until the earlier of (a) Until the time that when the Investor’s Ownership Percentage is Investor owns less than five percent (5%) and (b) the third anniversary 2% of the date hereofCompany's outstanding Common Stock on a fully-diluted basis and calculated assuming full exercise of the Warrant, neither the Investor nor any Affiliate of the Investor shall not, and shall cause its Affiliates (including commonly controlled or managed investment funds) not to, without the prior consent of the Board, (i) directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity or debt securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities representing in the aggregate more than one percent (1%) of the total voting power of the Company’s outstanding securities, in addition other than the shares of Common Stock issued pursuant to this Agreement or the Series A Preferred Stock, Common Stock acquired upon conversion exercise of the Series A Preferred Stock, and any shares paid Warrant or as dividends thereonotherwise would not increase the Investor's beneficial ownership of the Company's Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6.7, or seek a release of such restrictions, (iii) deposit any Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investor or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any “solicitation” solicitation of “proxies” proxies to vote (as such terms are used in the proxy rules of the Commission)vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company (other than in connection with the election or any of Subsidiary of the Series A Director (as defined in the Series A Certificate of Designation))Company, (iii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 14, or seek a release of such restrictions, or (ivv) form, join or in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group comprised constituting solely of the Investor and its Affiliatesany Affiliate of Investor, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 6.5, (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict the Investor from complying with applicable law or the ability of any directors appointed or elected to the Board pursuant to the terms of Section 8 of the Series A Certificate of Designation Investor Designee from exercising his or her fiduciary duties. The foregoing provisions of this Section 14 will terminate and will be of no further force duties or effect if:powers as directors.

Standstill Restrictions. 6.1 Until the earlier later of (ax) the time that the Investor’s Investors’ Ownership Percentage is less than five percent (5%) 3% and (by) the third anniversary June 23, 2012, each of the date hereof, the Investor shall not, Investors and shall cause its their respective Affiliates (including commonly controlled or managed investment funds) shall not to, without the prior consent of the Board, (i) directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity or debt securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities representing in the aggregate more than one percent (1%) of the total voting power of the Company’s outstanding securities, in addition to other the Series A Preferred StockShares, Common Stock acquired upon conversion of the Series A such Preferred Stock, Shares and any shares Preferred Shares or Common Stock paid as dividends or as an increase of the accrued liquidation payment amount or distributions thereon, (ii) directly or indirectly enter into or agree to enter into any merger, business combination, recapitalization, restructuring, change of control transaction or other extraordinary transaction involving the Company or any of its Subsidiaries, (iii) make, or in any way participate or engage in, directly or indirectly, any “solicitation” solicitation of “proxies” proxies to vote (as such terms are used in the proxy rules of the Commission)vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company (other than in connection with the election or any of Subsidiary of the Series A Director (as defined in the Series A Certificate of Designation))Company, (iiiiv) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 146, or seek a release of such restrictions, or (ivv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group comprised constituting solely of the Investors and their respective Affiliates, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.5(b) and the Series A Certificate of Designations and the Series B Certificate of Designations, (vii) propose or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other person regarding any possible purchase or sale of any securities or assets of the Company or any Subsidiary of the Company (other than securities owned by the Investors), (viii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (ix) deposit any Preferred Shares or Common Stock in a voting trust or similar arrangement or subject any Preferred Shares or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Shares or Common Stock to any person not affiliated with the Investor and its Affiliatesor Company management; (x) enter into any swap or any other agreement, transaction or series of transactions that xxxxxx or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Preferred Shares or the Common Stock, whether any such transaction, swap or series of transactions is to be settled by delivery of securities, in cash or otherwise; (xi) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (xii) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of any Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict the ability of any the Investor Designees or other directors appointed or elected to the Board pursuant to the terms of Section 8 of the Series A Certificate of Designation Designations and the Series B Certificate of Designations from exercising his or her their fiduciary duties. The foregoing provisions of this Section 14 will terminate and will be of no further force or effect if:.

Standstill Restrictions. Until Provided that the Company is not in material breach of this Agreement (which breach, if curable, has not been cured within thirty (30) days following the date of notice of such breach, it being understood that a breach of Section 2 shall be deemed material and uncurable), until the earlier of (ax) the time that the Investor’s Ownership Percentage beneficial ownership of the Common Stock (calculated on an As-Converted Basis) is less than five percent (5%) % and (by) the third anniversary of the date hereofEffective Date, the Investor and its affiliates acting at its direction shall not, and shall cause its Affiliates (including commonly controlled or managed investment funds) not to, without the prior consent of the Board, (i) directly or indirectly acquire, or agree to acquire, or offer to acquire, beneficial ownership of any equity or debt securities of the Company, any warrant other than the Securities or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities representing in as otherwise would not increase the aggregate more than one percent (1%) Investor’s beneficial ownership of the total voting power of the Company’s outstanding securities, in addition to the Series A Preferred Stock, Common Stock acquired upon conversion of (calculated on an As-Converted Basis) to greater than 40.00% (it being understood that nothing in this Section 8 shall restrict the Series A Preferred Stock, and any shares paid as dividends thereonInvestor from exercising its rights under Section 9 hereof), (ii) deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any shares of Common Stock to any person not affiliated with the Investor or Company management; (iii) make, or in any way participate or engage in, directly or indirectly, any “solicitation” solicitation of “proxies” proxies to vote (as such terms are used in the proxy rules of the Commission)vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company (other than in connection with the election or any Subsidiary of the Series A Director (as defined in the Series A Certificate of Designation))Company, (iii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 14, or seek a release of such restrictions, or (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company except for any group comprised constituting solely of the Investor and its AffiliatesPermitted Holders or a group with beneficial ownership under the maximum threshold set forth in subclause (i) above, (v) seek the removal of any directors from the Board other than Investor Designees, (vi) call, or request the calling of, a special meeting of the stockholders of the Company or (vii) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of the Investor to take an action that would be prohibited by the foregoing; provided, howeverthat nothing in this Agreement shall restrict (1) the consummation of the Transactions (as defined in the Investment Agreement), (2) the Investor or any of its Representatives from making private proposals to the Board, (3) the Investor or any of its Representatives from complying with applicable law, including making any disclosure that the foregoing shall not restrict may become required by applicable law or (4) the ability of any directors appointed or elected to the Board pursuant to the terms of Section 8 of the Series A Certificate of Designation Investor Designees from exercising his their fiduciary duties or her fiduciary duties. The foregoing provisions of this Section 14 will terminate and will be of no further force or effect if:powers as directors.

Standstill Restrictions. Section 6.1 Until the earlier later of (ax) the time that the Investor’s 's Ownership Percentage is less than five percent (5%) 25% of the Common Stock on an as-converted basis and (by) the third anniversary of the date hereofhereof (and, in the case of (iv) - (vii), only for so long as the designees of Investor under section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither the Investor nor any Investor Affiliate shall not, and shall cause its Affiliates (including commonly controlled or managed investment funds) not to, without the prior consent of the Board, (i) directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity or debt securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities representing in the aggregate more than one percent (1%) of the total voting power of the Company’s outstanding securities, in addition to other than the Series A Preferred StockShares, Warrant, Common Stock acquired upon conversion of such Preferred Shares and exercise of the Series A Preferred Stock, Warrant and any shares Preferred Shares or Common Stock paid as dividends thereonor as an increase of the accrued liquidation payment amount or distributions thereon or as otherwise would not increase the Investor's beneficial ownership of the Company's Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit any Preferred Shares or Common Stock in a voting trust or similar arrangement or subject any Preferred Shares or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Shares or Common Stock to any person not affiliated with the Investor or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any “solicitation” solicitation of “proxies” proxies to vote (as such terms are used in the proxy rules of the Commission)vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company (other than in connection with the election or any of Subsidiary of the Series A Director (as defined in the Series A Certificate of Designation))Company, (iii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 14, or seek a release of such restrictions, or (ivv) form, join or in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group comprised constituting solely of the Investor and its Investor Affiliates, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b) and the Series A Certificate of Designations, (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict the Investor from complying with applicable law or the ability of any the Investor Designees or other directors appointed or elected to the Board pursuant to the terms of Section 8 of the Series A Certificate of Designation Designations from exercising his their fiduciary duties or her fiduciary duties. The foregoing provisions of this Section 14 will terminate and will be of no further force or effect if:powers as directors.

Standstill Restrictions. Until Subject to Section 3.2, until the earlier of (a) the time that the Investor’s Ownership Percentage is less than five percent (5%) and (b) the third twentieth anniversary of the date hereofClosing, the Investor members of the Shareholder Group shall not, and shall cause its each of their respective Affiliates (including commonly controlled or managed investment funds) not to, without directly or indirectly: (a) acquire, offer to acquire or agree to acquire Beneficial Ownership of any Voting Securities, except pursuant to stock splits, reverse stock splits, stock dividends or distributions, or combinations or any similar recapitalization, on or after the prior consent date hereof; (b) acquire, offer to acquire or agree to acquire any business or material assets of the BoardCompany or any of its Subsidiaries; (c) initiate or propose any offer by any third party to acquire Beneficial Ownership of Voting Securities, other than an acquisition of Shareholder Group Shares permitted in accordance with Section 4.1; (id) directly initiate or indirectly acquirepropose any merger, agree tender offer, business combination or other extraordinary transaction involving the Company or any of its Subsidiaries; (e) act, alone or in concert with others, to acquire, seek to affect or offer to acquire, beneficial ownership influence the control of any equity the Board or debt securities the management of the Company, or the business, operations, affairs or policies of the B-4 <PAGE> Company; PROVIDED that this subsection shall not be deemed to restrict the Shareholder Group Directors from participating as members of the Board in their capacity as such; (f) deposit any warrant Voting Securities in a voting trust or option subject any Voting Securities to purchase such securitiesany proxy, any security convertible into any such securities, arrangement or any other right agreement with respect to acquire the voting of such securities representing or other agreement having a similar effect, except as provided in the aggregate more than one percent Section 3.3; (1%g) of the total voting power of the Company’s outstanding securities, in addition to the Series A Preferred Stock, Common Stock acquired upon conversion of the Series A Preferred Stock, and initiate or propose any shares paid as dividends thereon, (ii) stockholder proposal or make, or in any way participate or engage in, directly or indirectly, any “"solicitation” " of “"proxies” " to vote (as such terms are used in the proxy rules of the Commission)vote, or seek to advise or influence any person Person with respect to the voting of, any voting securities of the Company (other than Voting Securities, or become a "participant" in connection with the election of the Series A Director a "solicitation" (as such terms are defined in Regulation 14A under the Series A Certificate of Designation)), Exchange Act) with respect to Voting Securities; (iii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 14, or seek a release of such restrictions, or (ivh) form, join or in any way participate in a “group” group (other than a group comprised exclusively of the members of the Shareholder Group) of Persons acquiring, holding, voting or disposing of any Voting Securities which would be required under Section 13(d) of the Exchange Act and the rules and regulations thereunder to file a statement on Schedule 13D with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange ActAct (or any successor statute or regulation); (i) propose, or agree to, or enter into any discussions, negotiations or arrangements with, or provide any confidential information to, any third party with respect to any voting securities of the Company except for foregoing; (j) make any group comprised solely statement or disclosure inconsistent with the foregoing; or (k) propose or seek an amendment or waiver of any of the Investor and its Affiliates; provided, however, that the foregoing shall not restrict the ability of any directors appointed or elected to the Board pursuant to the terms of Section 8 of the Series A Certificate of Designation from exercising his or her fiduciary duties. The foregoing provisions of this Section 14 will terminate and will be of no further force or effect if:3.1. Section 3.2

Standstill Restrictions. Until Commencing upon the earlier execution and delivery of this letter agreement and continuing until 11:59 p.m. (aCalifornia time) the time that the Investor’s Ownership Percentage is less than five percent (5%) and (b) the third anniversary of on the date hereofthat is seventy-five (75) calendar days from the date hereof (the "Standstill Period"), the Investor neither Jewelcor nor Hxxxxxxx (nor any of their directors, officers, employees, controlling persons and other affiliates, nor their agents or other representatives under their control or direction) shall not, and shall cause its Affiliates (including commonly controlled or managed investment funds) not to, without the prior consent of the Board, (i) directly acquire or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity or debt securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities representing in the aggregate more than one percent (1%) of the total voting power of the Company’s outstanding securities, in addition to the Series A Preferred Stock, Common Stock acquired upon conversion of the Series A Preferred Stock, and any shares paid as dividends thereon, (ii) make, or in any way participate or engage in, directly or indirectly, any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules of the Commission), or seek to advise or influence any person with respect to the voting of, any voting securities stock of the Company (other than unless and to the extent approved in connection with advance by the election of the Series A Director (as defined in the Series A Certificate of Designation)), (iii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 14, or seek a release of such restrictions, or (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company except for any group comprised solely of the Investor and its AffiliatesBoard; provided, however, that the foregoing restriction shall not restrict or otherwise limit the ability right of any directors appointed Mx. Xxxxxxxx to acquire shares of Company common stock (or elected options to the Board acquire shares of Company common stock) pursuant to the terms of Section 8 compensation arrangements provided to directors of the Series A Certificate Company in their capacity as directors of Designation from exercising his the Company, (ii) join a group of persons who are unaffiliated with Jewelcor in any manner that would be required to be disclosed under Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to the Company, (iii) submit any stockholder proposals for inclusion in the Company's proxy materials relating to any special or her fiduciary duties. The annual meeting of stockholders of the Company, call a meeting of stockholders of the Company or otherwise solicit proxies in favor of proposals, or encourage any other party to do so, in any such case other than as approved in advance by the Board, (iv) engage in, offer, solicit or otherwise facilitate any proposal to acquire the Company, whether by merger, consolidation or other business combination transaction, recapitalization, purchase of securities or assets, or otherwise, or encourage any other party to do so, in any case other than as approved in advance by the Board, (v) assist or act in concert with any third party with respect to the actions set forth in the foregoing provisions clauses (i) through (iv) other than as approved in advance by the Board, or (vi) request or seek a waiver of any provision of this Section 14 will terminate and will paragraph 3 in any manner that would require public disclosure; provided, however, that none of the foregoing restrictions shall be deemed to (A) require Jewelcor or Hxxxxxxx to vote, or refrain from voting, on any matter as they may deem appropriate, or (B) restrict Jewelcor or Hxxxxxxx from soliciting proxies from the stockholders of no further force the Company (or effect if:tender any of its or his shares of the Company's common stock to a third party) in opposition to a merger, consolidation or other business combination transaction or any purchase of the Company's securities or assets, or any other similar transaction, that is proposed by the Board during the Standstill Period.

Standstill Restrictions. Until Commencing from the earlier of date hereof until June 1, 2012 (a) the time that the Investor’s Ownership Percentage is less than five percent (5%) and (b) the third anniversary “Standstill Termination Date”), each of the date hereof, the Investor Shareholders shall not, and shall cause its respective Affiliates (including commonly controlled or managed investment funds) not to, without the prior consent unless consented to or requested by Insmed, as a director of the Board, Insmed or as otherwise permitted hereby: (i) directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity or debt securities of the CompanyInsmed, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities representing in the aggregate more than one percent (1%) of the total voting power of the Company’s outstanding securities, in addition to other than the Series A Preferred Stock, Insmed Common Stock acquired received upon conversion of the Series A shares of Insmed Preferred Stock, Stock and any shares of Insmed Preferred Stock or Insmed Common Stock paid as dividends thereondividends, (ii) enter into or agree to enter into any merger, business combination, recapitalization, restructuring, change of control transaction or other extraordinary transaction involving Insmed or any of its Subsidiaries, other than in connection with a third party tender or exchange offer or other transaction approved by Insmed, (iii) make, or in any way participate or engage in, directly or indirectly, any “solicitation” solicitation of “proxies” proxies to vote (as such terms are used in the proxy rules of the Commission)vote, or seek to advise or influence any person Person with respect to the voting of, any voting securities of the Company (other than in connection with the election of the Series A Director (as defined in the Series A Certificate of Designation))Insmed, (iiiiv) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 144, or seek a release of such restrictions, or (ivv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company except for Insmed or any Subsidiary of Insmed (including, without limitation, any group comprised solely constituting of Shareholders and their respective Affiliates) (other than to nominate and vote for a Designee following a breach by Insmed of its covenants in Section 2 hereof), (vi) propose or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any possible purchase of any securities or assets of Insmed, (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Investor and shareholders of Insmed, (viii) grant any proxy with respect to any shares of Insmed Common Stock, Insmed Preferred Stock or Insmed Common Stock issuable upon conversion of the Insmed Preferred Stock to any Person not affiliated with the Shareholder or Insmed (other than in connection with the granting of a proxy to vote for a Designee following a breach of Insmed of its Affiliatescovenants in Section 2 hereof); or (x) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; provided, however, that the foregoing shall not restrict the ability of any the Designees or other directors appointed or elected to the Board pursuant to the terms of Section 8 of the Series A Certificate of Designation this Agreement from exercising his or her their fiduciary duties. The foregoing provisions of this Section 14 will terminate and will be of no further force or effect if:.