Common use of Standstill Restrictions Clause in Contracts

Standstill Restrictions. During the Lock-up Period, except as specifically permitted under an executed definitive agreement entered into between Shareholder and the Company, Shareholder will not, and will cause each of his affiliates and his and their respective representatives and any other agents acting on its or their behalf, or other persons or entities acting in concert with Shareholder or his affiliates, not to, directly or indirectly, (i) make, effect or commence any tender or exchange offer, merger or other business combination involving the Company, (ii) commence or complete, or propose to commence or complete, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, (iii) make, or in any way participate in, any “solicitation” of proxies to vote or consent, or seek to advise or influence any person with respect to the voting of, any securities of the Company (all within the meaning of Section 14 of the Exchange Act), (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, or otherwise act in concert with any person in respect of, any securities of the Company, (v) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, the Board of Directors of the Company or policies of the Company, (vi) negotiate with or provide any information to any person with respect to, or make any statement or proposal to any person with respect to, or make any public announcement or proposal or offer whatsoever with respect to, or act as a financing source for or otherwise invest in any other persons in connection with, or otherwise solicit, seek or offer to effect any transactions or actions described in the foregoing clauses (i) through (vi), or make any other proposal inconsistent with the terms of this Agreement or that otherwise could reasonably be expected to result in a public announcement regarding any such transactions or actions, (vii) advise, assist, or encourage any other persons in connection with any of the foregoing; or (viii) make any statement or proposal to the Board of Directors of the Company, any of the Company’s representatives or any of the Company’s stockholders regarding, or make any public announcement, proposal or offer, with respect to, or otherwise solicit, seek or offer to effect, any request or proposal to waive, terminate or amend the provisions of this Agreement, unless and until, in the case of each of the foregoing clauses (i) through (viii), Shareholder has received the prior written invitation or approval of the Board of Directors of the Company to do so or the transaction or action falls within the scope of one of the exceptions to the Lock-Up provided for in Section 2 above.

Standstill Restrictions. During Commencing at the Lock-up PeriodEffective Time and continuing until the fifth anniversary of the Closing, except as specifically permitted under an executed definitive agreement entered into between Shareholder and each of the Company, Shareholder will Preferred Stockholders shall not, and will shall cause each of his affiliates and his and their its respective representatives and any other agents acting on its Affiliates (including commonly controlled or their behalf, or other persons or entities acting in concert with Shareholder or his affiliates, managed investment funds) not to, directly or indirectly, (i) makedirectly or indirectly acquire, effect agree to acquire, or commence offer to acquire, beneficial ownership of any tender equity or exchange offer, merger or other business combination involving 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, other than the Company Common Stock received, upon conversion of shares of Company Preferred Stock and any shares of Company Preferred Stock or Company Common Stock paid as dividends, (ii) commence directly or completeindirectly enter into or agree to enter into any merger, or propose to commence or completebusiness combination, any recapitalization, restructuring, liquidation, dissolution change of control transaction or other extraordinary transaction involving the Company or any of its Subsidiaries, other than in connection with respect to a third party tender or exchange offer or other transaction approved by the Company, (iii) make, or in any way participate or engage in, directly or indirectly, any “solicitation” solicitation of proxies to vote or consentvote, or seek to advise or influence any person Person with respect to the voting of, any voting securities of the Company (all within the meaning of Section 14 or any Subsidiary of the Exchange Act)Company, (iv) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 4, or seek a release of such restrictions, (v) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect toto any voting securities of the Company or any Subsidiary of the Company (including, without limitation, any group constituting of Preferred Stockholders and their respective Affiliates), (vi) seek the removal of any directors from the Board or otherwise act a change in concert the size or composition of the Board, (vii) propose or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any person in respect of, other Person regarding any possible purchase of any securities or assets of the Company or any Subsidiary of the Company, (vviii) call, request the calling of, or otherwise act, alone seek or assist in concert with others, to seek representation on or to control or influence the management, the Board calling of Directors a special meeting of the Company or policies stockholders of the Company, (viix) negotiate grant any proxy with or provide any information respect to any person shares of Company Preferred Stock or Company Common Stock issuable upon conversion of the Company Preferred Stock to any Person not affiliated with respect tothe Preferred Stockholder or the Company; or (x) disclose any intention, plan or arrangement prohibited by, or make any statement or proposal to any person with respect to, or make any public announcement or proposal or offer whatsoever with respect to, or act as a financing source for or otherwise invest in any other persons in connection inconsistent with, or otherwise solicitthe foregoing; provided, seek or offer to effect any transactions or actions described in however, that the foregoing clauses (i) through (vi), shall not restrict the ability of the Designees or make any other proposal inconsistent with directors appointed or elected to the Board pursuant to the terms of this Agreement or that otherwise could reasonably be expected to result in a public announcement regarding any such transactions or actions, (vii) advise, assist, or encourage any other persons in connection with any of the foregoing; or (viii) make any statement or proposal to the Board of Directors of the Company, any of the Company’s representatives or any of the Company’s stockholders regarding, or make any public announcement, proposal or offer, with respect to, or otherwise solicit, seek or offer to effect, any request or proposal to waive, terminate or amend the provisions of this Agreement, unless and until, in the case of each of the foregoing clauses (i) through (viii), Shareholder has received the prior written invitation or approval of the Board of Directors of the Company to do so or the transaction or action falls within the scope of one of the exceptions to the Lock-Up provided for in Section 2 abovefrom exercising their fiduciary duties.

Standstill Restrictions. During Until the Lock-up Periodearlier 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, except as specifically permitted under an executed definitive agreement entered into between Shareholder and the Company, Shareholder will Investor shall not, and will shall cause each of his affiliates and his and their respective representatives and any other agents acting on its Affiliates (including commonly controlled or their behalf, or other persons or entities acting in concert with Shareholder or his affiliates, managed investment funds) not to, directly or indirectlywithout the prior consent of the Board, (i) makedirectly or indirectly acquire, effect agree to acquire, or commence offer to acquire, beneficial ownership of any tender equity or exchange offer, merger or other business combination involving 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) commence or complete, or propose to commence or complete, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, (iii) make, or in any way participate or engage in, directly or indirectly, any “solicitation” of proxies “proxies” to vote or consent(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 (all within other than in connection with the meaning of Section 14 election of the Exchange ActSeries 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, or otherwise act in concert with to any person in respect of, any voting securities of the CompanyCompany except for any group comprised solely of the Investor and its Affiliates; provided, (v) otherwise acthowever, alone that the foregoing shall not restrict the ability of any directors appointed or in concert with others, elected to seek representation on or to control or influence the management, the Board of Directors of the Company or policies of the Company, (vi) negotiate with or provide any information pursuant to any person with respect to, or make any statement or proposal to any person with respect to, or make any public announcement or proposal or offer whatsoever with respect to, or act as a financing source for or otherwise invest in any other persons in connection with, or otherwise solicit, seek or offer to effect any transactions or actions described in the foregoing clauses (i) through (vi), or make any other proposal inconsistent with the terms of this Agreement or that otherwise could reasonably be expected to result in a public announcement regarding any such transactions or actions, (vii) advise, assist, or encourage any other persons in connection with any Section 8 of the foregoing; Series A Certificate of Designation from exercising his or (viii) make any statement or proposal to the Board of Directors of the Company, any of the Company’s representatives or any of the Company’s stockholders regarding, or make any public announcement, proposal or offer, with respect to, or otherwise solicit, seek or offer to effect, any request or proposal to waive, terminate or amend the her fiduciary duties. The foregoing provisions of this Agreement, unless Section 14 will terminate and until, in the case will be of each of the foregoing clauses (i) through (viii), Shareholder has received the prior written invitation no further force or approval of the Board of Directors of the Company to do so or the transaction or action falls within the scope of one of the exceptions to the Lock-Up provided for in Section 2 above.effect if:

Standstill Restrictions. During For a period of one year from the Lock-up Termination Date (Restricted Period), except as specifically requested in writing by the Corporation, the Executive, singly or with any other person or directly or indirectly, shall not propose, enter into, or agree to enter into, or encourage any other person to propose, enter into, or agree to enter into (i) any form of business combination, acquisition or other transaction relating to the Corporation or (ii) any form of restructuring, recapitalization or similar transaction with respect to the Corporation. Furthermore, during the Restricted Period, except as specifically permitted under an executed definitive agreement entered into between Shareholder and requested in writing by the CompanyCorporation, Shareholder will the Executive shall not, and will cause each of his affiliates and his and their respective representatives and singly or with any other agents acting on its person or their behalf, or other persons or entities acting in concert with Shareholder or his affiliates, not to, directly or indirectly, (i1) makeacquire, effect or commence any tender or exchange offer, merger propose or other business combination involving agree to acquire, by tender offer, purchase or otherwise, any voting securities of the CompanyCorporation except through the exercise of stock options or incentive warrants held or acquired during his employment, (ii) commence or complete, or propose to commence or complete, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, (iii2) make, or in any way participate in, any “solicitation” solicitation of proxies or written consents with respect to vote voting securities of the Corporation (it being understood that the mere execution of a proxy or consentwritten shareholder consent relating to the shares owned by the Executive shall not be treated as constituting participation in such a solicitation), or (3) become a participant in any election contest with respect to the Corporation, (4) seek to advise or influence any person with respect to the voting of, or disposition of any voting securities of the Company Corporation, (all within the meaning of Section 14 5) demand a copy of the Exchange Act)Corporation's list of stockholders or its other books and records, (iv6) form, join or in any way participate in a “group” (within or encourage the meaning formation of Section 13(d)(3) any partnership, syndicate or other group that owns or seeks or offers to acquire beneficial ownership of the Exchange Act) with respect to, or otherwise act in concert with any person in respect of, any voting securities of the CompanyCorporation or that seeks to affect control of the Corporation or for the purpose of circumventing any provision of this Agreement, (v7) otherwise actpropose or support any director or slate of directors for nomination, alone appointment or in concert with others, to seek representation on or to control or influence the management, the Board of Directors of the Company or policies of the Company, (vi) negotiate with or provide any information to any person with respect to, or make any statement or proposal to any person with respect to, or make any public announcement or proposal or offer whatsoever with respect to, or act as a financing source for or otherwise invest in any other persons in connection with, or otherwise solicit, seek or offer to effect any transactions or actions described in the foregoing clauses (i) through (vi), or make any other proposal inconsistent with the terms of this Agreement or that otherwise could reasonably be expected to result in a public announcement regarding any such transactions or actions, (vii) advise, assist, or encourage any other persons in connection with any of the foregoing; or (viii) make any statement or proposal election to the Board of Directors of the CompanyCorporation (it being understood that the mere execution of a proxy or written shareholder consent relating to the shares owned by the Executive shall not be treated as constituting such support), or (8) otherwise act to seek or to offer to control or influence, in any manner, the management, Board of Directors or policies of the Corporation. Furthermore, during the Restricted Period, the Executive shall not directly or indirectly (i) solicit for employment any of the Company’s representatives current directors, officers or any managers of the Company’s stockholders regardingCorporation or (ii) induce any such directors, officers or make any public announcementmanagers to terminate his or her employment with the Corporation, proposal or offer, with respect to, or otherwise solicit, seek or offer to effect, any request or proposal to waive, terminate or amend the provisions of this Agreement, unless and until, in the case of each of the foregoing except that immediately preceding clauses (i) through and (viii), Shareholder has received ii) do not apply to Executive's secretary or to the prior written invitation or approval Senior Vice President/General Counsel of the Board of Directors of the Company to do so or the transaction or action falls within the scope of one of the exceptions to the Lock-Up provided for in Section 2 aboveCorporation.

Standstill Restrictions. During For a period of 24 months from the Lock-up Resignation Date (the “Standstill Period”), except as specifically requested in writing by the Company, the Executive, singly or with any other person, directly or indirectly, shall not propose, enter into or agree to enter into, or encourage any other person to propose, enter into or agree to enter into (a) any form of business combination, acquisition or other transaction relating to the Company and/or any subsidiary or affiliate thereof or (b) any form of restructuring, recapitalization or similar transaction with respect to the Company. Furthermore, during the Standstill Period, except as specifically permitted under an executed definitive agreement entered into between Shareholder and requested in writing by the CompanyCompany and/or any subsidiary or affiliate thereof, Shareholder will the Executive shall not, and will cause each of his affiliates and his and their respective representatives and singly or with any other agents acting on its or their behalf, or other persons or entities acting in concert with Shareholder or his affiliates, not toperson, directly or indirectly, (i1) makeacquire, effect or commence any tender or exchange offer, merger propose or other business combination involving agree to acquire, by tender offer, purchase or otherwise, any voting securities of the Company except through the exercise of options granted to the Executive by the Company, (ii) commence or complete, or propose to commence or complete, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, (iii2) make, or in any way participate in, any “solicitation” solicitation of proxies or written consents with respect to vote voting securities of the Company (it being understood that the mere execution of a proxy for his own securities beneficially owned by the Executive shall not be treated as constituting participation in such a solicitation), (3) become a participant in any election contest with respect to the Company or consenta nominee to the Board or a member of the Board, or (4) seek to advise or influence any person with respect to the voting of, or disposition of any securities of the Company (all within the meaning of Section 14 of the Exchange Act), (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, or otherwise act in concert with any person in respect of, any voting securities of the Company, (v5) demand a copy of the Company’s list of stockholders or its other books and records, (6) participate in or encourage the formation of any partnership, syndicate or other group that owns or seeks or offers to acquire beneficial ownership of any voting securities of the Company or that seeks to affect control of the Company or for the purpose of circumventing any provision of this Agreement, (7) propose or support any director or slate of directors for nomination, appointment or election to the Board (it being understood that the mere execution of a proxy for his own securities beneficially owned by the Executive shall not be treated as constituting such support), (8) otherwise act, alone or in concert with others, act to seek representation on or to offer to control or influence influence, in any manner, the management, the Board of Directors of the Company or policies of the Company, (vi) negotiate with Company and/or any subsidiary or provide any information to any person with respect toaffiliate thereof, or make any statement (9) seek to amend or proposal to any person with respect to, or make any public announcement or proposal or offer whatsoever with respect to, or act as a financing source for or otherwise invest in any other persons in connection with, or otherwise solicit, seek or offer to effect any transactions or actions described in the foregoing clauses (i) through (vi), or make any other proposal inconsistent with the terms of change this Agreement or that otherwise could reasonably be expected to result in a public announcement regarding any such transactions or actions, (vii) advise, assist, or encourage any other persons in connection with any of the foregoing; or (viii) make any statement or proposal to the Board of Directors of the Company, any of the Company’s representatives or any of the Company’s stockholders regarding, or make any public announcement, proposal or offer, with respect to, or otherwise solicit, seek or offer to effect, any request or proposal to waive, terminate or amend the provisions of this Agreement, unless and until, in the case of each of the foregoing clauses (i) through (viii), Shareholder has received the prior written invitation or approval of the Board of Directors of the Company to do so or the transaction or action falls within the scope of one of the exceptions to the Lock-Up provided for in Section 2 above5.

Standstill Restrictions. During Each of Xxxxxx Xxxxxxxxx and DW Lips covenants and agrees with the Lock-up Period, except as specifically permitted under an executed definitive agreement entered into between Shareholder and the Company, Shareholder will Company that they shall not, and will shall cause each of his affiliates and his and their respective representatives and any other agents acting on its or their behalf, or other persons or entities acting in concert with Shareholder or his affiliates, Xxxxxxxxx Party not to, prior to the earlier of (i) the fifth anniversary of the date of this Agreement and (ii) the KG Termination Date, directly or indirectly, alone or in concert with others, unless specifically requested in writing by a Principal Holder or by a resolution of a majority of the Directors or pursuant to a transaction (ix) makein which the Company has entered into a definitive agreement or (y) the Board has recommended in favor of, effect take any of the actions set forth below (or commence take any action that would require the Company to make an announcement regarding any of the following): effect, seek, offer, engage in, propose (whether publicly or otherwise) or cause or participate in, or assist any other Person to effect, seek, engage in, offer or propose (whether publicly or otherwise) or participate in: any tender or exchange offer, merger or other merger, consolidation, share exchange, business combination involving the Companycombination, (ii) commence or complete, or propose to commence or complete, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to involving the Company, (iii) make, Company or in any way participate in, of its subsidiaries or any material portion of its or their business or any purchase of all or any substantial part of the assets of the Company or any of its subsidiaries or any material portion of its or their business; or any “solicitation” of proxies “proxies” (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Section 14a-1(1)(2)(iv) from the definition of “solicitation”) with respect to the Company or any of its Affiliates or any action resulting in Xxxxxx Xxxxxxxxx, DW Lips, any Affiliate of Xxxxxx Xxxxxxxxx or DW Lips or such other Person becoming a “participant” in any “election contest” (as such terms are used in the proxy rules of the SEC) with respect to the Company or any of its subsidiaries; propose any matter for submission to a vote of stockholders of the Company or consent, call or seek to advise call a meeting of the stockholders of the Company; seek election to, seek to place a representative on or influence seek the removal of any person Director; provided, however, that nothing in this Section 2.01(c) shall restrict the manner in which a Xxxxxxxxx Party may vote its shares of Common Stock (if any); grant any proxy with respect to any Common Stock (other than to a Principal Holder, the Chief Executive Officer of the Company or a bona fide financial institution in connection with a bona fide recourse borrowing); execute any written consent with respect to any Common Stock other than at the request of a Principal Holder or the Chief Executive Officer of the Company; form, join or participate in a Group with respect to any Common Stock or deposit any Common Stock in a voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of, of such Common Stock or other agreement having similar effect (in each case except with the Class B Holders); take any securities other action to seek to affect the control of the Company (all within the meaning of Section 14 of the Exchange Act), (iv) form, join management or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to, or otherwise act in concert with any person in respect of, any securities of the Company, (v) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, the Board of Directors of the Company or policies any of the Companyits Affiliates, (vi) negotiate with including publicly suggesting or provide any information announcing its willingness to any person with respect to, engage in or make any statement or proposal to any person with respect to, or make any public announcement or proposal or offer whatsoever with respect to, or act as have another Person engage in a financing source for or otherwise invest in any other persons in connection with, or otherwise solicit, seek or offer to effect any transactions or actions described in the foregoing clauses (i) through (vi), or make any other proposal inconsistent with the terms of this Agreement or transaction that otherwise could reasonably be expected to result in a public announcement regarding transaction of the type described in Section 2.01(a)(i); provided, however, that nothing in this Section 2.01(g) shall restrict the manner in which a Xxxxxxxxx Party may vote its shares of Common Stock (if any); enter into any such transactions discussions, negotiations, arrangements or actionsunderstandings with any Person with respect to any of the foregoing, (vii) or advise, assist, encourage or encourage seek to persuade others to take any other persons in connection action with respect to any of the foregoingforegoing (in each case except with the Class B Holders); disclose to any Person, or (viii) make any statement otherwise induce, encourage, discuss or proposal to the Board of Directors of the Companyfacilitate, any of intention, plan or arrangement inconsistent with the Company’s representatives foregoing or which would result in the Company or any of its Affiliates or any Class B Holder or any Affiliates of any Class B Holder being required to make any such disclosure in any filing with a governmental entity or being required to make a public announcement with respect thereto; bring any action or otherwise act to contest the Company’s stockholders regardingvalidity of this Article II (including this Section 2.01) or seek a release from the restrictions contained in this Article II; or request the Company or any of its Affiliates, directors, officers, employees, representatives, advisors or agents, or make any public announcementparty hereto, proposal directly or offerindirectly, with respect toto amend or waive this Article II, the Charter or otherwise solicit, seek the By-laws (or offer to effect, any request or proposal to waive, terminate or amend the provisions of this Agreement, unless and until, in the case of each of the foregoing clauses (isimilar constituent documents) through (viii), Shareholder has received the prior written invitation or approval of the Board of Directors of the Company to do so or the transaction or action falls within the scope any of one of the exceptions to the Lock-Up provided for in Section 2 aboveits Affiliates.