Common use of Further Restrictions on Conduct Clause in Contracts

Further Restrictions on Conduct. The VU Parties covenant and agree that until the Standstill Termination Date: (a) except by virtue of VU's representation on the Board of Directors of the Company and as otherwise contemplated under this Agreement and the other agreements contemplated by the Transaction Agreement or as otherwise permitted by the Board of Directors of the Company or the CEO so long as Mr. Diller is CEO, neither the VU Parties nor any Affiliatx xxxxxxx will otherwise act, alone or in concert with others, to seek to affect or influence the control of the management or Board of Directors of the Company or the business, operations or policies of the Company (it being agreed that this paragraph shall not prohibit the VU Parties, their Affiliates and their respective employees from engaging in ordinary course business activities with the Company); (b) other than to a Permitted Transferee, pursuant to the Transaction Agreement or the Amended and Restated Stockholders Agreement, neither the VU Parties nor any Affiliate thereof shall deposit any Equity Securities in a voting trust or subject any Equity Securities to any proxy, arrangement or agreement with respect to the voting of such securities or other agreement having similar effect; (c) neither the VU Parties nor any Affiliate thereof shall propose any merger, tender offer or other business combination involving the Company or any of its Affiliates; PROVIDED, that discussions relating to the possibility of such a proposal in which Mr. Diller participates shall not be deemed to be a breach xx xxxx xovenant; (d) neither the VU Parties nor any Affiliate thereof shall initiate or propose any stockholder proposal or make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" to vote, or seek to influence any Person with respect to the voting of, any Equity Securities, or became a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of the majority of the directors of the Company with respect to any matter, except in response to a solicitation by a third party; (e) other than as is contemplated by this Agreement, the Transaction Agreement, the Amended and Restated Stockholders Agreement and the other agreements contemplated by the Transaction Agreement, neither the VU Parties nor any Affiliate thereof shall join a partnership, limited partnership, syndicate or other group, or otherwise act in concert with any other Person (other than a Permitted Transferee), for the purpose of acquiring, holding, voting or disposing of Equity Securities, or otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act; and (f) neither the VU Parties nor any Affiliate thereof shall, directly or indirectly, request that the Company or its Board of Directors amend or waive any of the provisions of this Section 1.02.

Further Restrictions on Conduct. The VU Parties Parent and the Stockholder, as applicable, covenant and agree that until the Standstill Termination Date: (a) except by virtue of VUthe Stockholder's representation on the Board of Directors of the Company and as otherwise contemplated under this Company, if any, in connection with the performance of the Alliance Agreement and the other subsequent negotiations and agreements contemplated by the Transaction Agreement or as otherwise permitted by the Board of Directors of the Company or the CEO so long as Mr. Diller is CEOthereby, neither the VU Parties Parent, the Stockholder nor any Affiliatx xxxxxxx of their respective Affiliates will otherwise act, alone or in concert with others, to seek to affect or influence the Board of Directors or the control of the management or Board of Directors of the Company or the businessbusinesses, operations operations, affairs, financial matters or policies of the Company (it being agreed that this paragraph shall not prohibit the VU PartiesParent and its Subsidiaries, their Affiliates and their respective employees from engaging in ordinary course business activities with the Company); (b) other than to a Permitted Transfereein connection with the deposit of the Shares and other Voting Securities into the Voting Trust as required by Section 1.03, pursuant to the Transaction Agreement or the Amended and Restated Stockholders Agreement, neither the VU Parties nor any Affiliate thereof Stockholder shall not deposit any Equity Voting Securities in a into any voting trust or subject any Equity Voting Securities to any proxyproxy (other than any revocable proxy to vote the Shares in a manner consistent with Sections 1.03 and 2.01 hereof), arrangement or agreement with respect to the voting of or consenting with respect to such securities Voting Securities or other agreement having similar effect; (c) neither the VU Parties Parent, the Stockholder nor any Affiliate thereof shall propose any merger, tender offer or other business combination involving the Company or any of its Affiliates; PROVIDED, that discussions relating to the possibility of such a proposal in which Mr. Diller participates shall not be deemed to be a breach xx xxxx xovenant; (d) neither the VU Parties nor any Affiliate thereof their respective Affiliates shall initiate or propose any stockholder proposal or action or make, or in any way participate inin or encourage, directly or indirectly, any "solicitation" of "proxies" to votevote or written consents, or seek to influence any Person with respect to the voting ofof or consenting with respect to, any Equity Voting Securities, or became become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in any election contest with respect to the election or removal of the Independent Directors or in opposition to the recommendation of the majority of the directors of the Company with respect to any other matter, except in response to a solicitation by a third party; (e) other than as is contemplated by this Agreement, the Transaction Agreement, the Amended and Restated Stockholders Agreement and the other agreements contemplated by the Transaction Agreement, neither the VU Parties nor any Affiliate thereof shall join a partnership, limited partnership, syndicate or other group, or otherwise act in concert with any other Person (other than a Permitted Transferee), for the purpose of acquiring, holding, voting or disposing of Equity Securities, or otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act; and (f) neither the VU Parties nor any Affiliate thereof shall, directly or indirectly, request that the Company or its Board of Directors amend or waive any of the provisions of this Section 1.02.

Further Restrictions on Conduct. The VU Parties covenant Unless waived or approved in advance in accordance with Section 2(c) hereof, and agree except for a Business Combination Proposal made by a Stockholder in conformity with the requirements of Section 1(a)(i)(2) hereof and any action taken by such Stockholder that is reasonably connected therewith, each Stockholder covenants and agrees that, until the Standstill Termination Date: (a) except by virtue of VU's representation on the Board of Directors of the Company and as otherwise contemplated under this Agreement and the other agreements contemplated by the Transaction Agreement or as otherwise permitted by the Board of Directors of the Company or the CEO so long as Mr. Diller is CEO, neither the VU Parties nor any Affiliatx xxxxxxx will otherwise act, alone or in concert with others, to seek to affect or influence the control of the management or Board of Directors of the Company or the business, operations or policies of the Company (it being agreed that this paragraph shall not prohibit the VU Parties, their Affiliates and their respective employees from engaging in ordinary course business activities with the Company); (b) other than to a Permitted Transferee, pursuant to the Transaction Agreement or the Amended and Restated Stockholders Agreement, neither the VU Parties Stockholder nor any Affiliate or Associate thereof shall deposit any Equity Securities in a voting trust or subject any Equity Securities to any proxyshall: i. initiate, arrangement or agreement with respect to the voting of such securities or other agreement having similar effect; (c) neither the VU Parties nor any Affiliate thereof shall propose any mergerpropose, tender offer or other business combination involving the Company or any of its Affiliates; PROVIDED, that discussions relating to the possibility of such a proposal in which Mr. Diller participates shall not be deemed to be a breach xx xxxx xovenant; (d) neither the VU Parties nor any Affiliate thereof shall initiate or propose any stockholder proposal or make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" to vote, or seek to influence any Person with respect to the voting of, any Equity Voting Securities, or became become a "participant" in a "solicitation" or "election contest" (as such terms are defined or used in Regulation 14A under the Exchange Act) , as in opposition to effect on the recommendation of the majority of the directors of the Company date hereof), in any election contest with respect to the election or removal of any matterdirector whose name appears in Exhibit 2 hereof or any replacement thereof, except any director of the Board proposed by the specified committee in response to a solicitation by a third partyaccordance with Section 2 (other than any individual whose name appears on exhibit 1 hereof or any replacement thereof) or the Molex Director; (e) other than as is contemplated by this Agreementii. solicit, the Transaction Agreementoffer, the Amended and Restated Stockholders Agreement and the other agreements contemplated by the Transaction Agreement, neither the VU Parties nor any Affiliate thereof shall join a partnership, limited partnership, syndicate seek or other group, or otherwise act in concert with propose to any other Person (other than a Permitted Transferee)including without limitation the Company) any form of merger with, tender or exchange offer for the purpose securities of, sale or liquidation of acquiring, holding, voting or disposing of Equity Securitiesassets of, or otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act; and (f) neither the VU Parties nor any Affiliate thereof shall, directly similar business combination transaction with or indirectly, request that involving the Company or its Board of Directors amend Affiliates or waive Associates; provided, however, that the foregoing shall not restrict any such action relating to a merger or similar business combination with the purpose and effect of the provisions Company or its Affiliates and Associates acquiring the business, voting securities or assets of another Person; or iii. take any other action inconsistent with the foregoing or this Agreement; provided, however, that nothing in this Section 1.021(c) shall inhibit the free exercise of judgment by any member of the Board in his capacity as such.

Further Restrictions on Conduct. The VU Parties covenant and Apollo-Related Stockholders agree that until the Standstill Termination Datethat: (a) except by virtue Neither the Apollo-Related Stockholders nor any of VU's representation on their Affiliates shall seek or propose to influence or control (whether through a 13D Group or otherwise) the management, Board of Directors Directors, policies or affairs of the Company and as otherwise contemplated under this Agreement and the other agreements contemplated by the Transaction Agreement or as otherwise permitted by the Board of Directors of the Company or the CEO so long as Mr. Diller is CEO, neither the VU Parties nor any Affiliatx xxxxxxx will otherwise act, alone or in concert with others, to seek to affect or influence the control of the management or Board of Directors of the Company or the business, operations or policies of the Company (it being agreed that this paragraph shall not prohibit the VU Parties, their Affiliates and their respective employees from engaging in ordinary course business activities with the Company); (b) other than to a Permitted Transferee, pursuant to the Transaction Agreement or the Amended and Restated Stockholders Agreement, neither the VU Parties nor any Affiliate thereof shall deposit any Equity Securities in a voting trust or subject any Equity Securities to any proxy, arrangement or agreement with respect to the voting of such securities or other agreement having similar effect; (c) neither the VU Parties nor any Affiliate thereof shall propose any merger, tender offer or other business combination involving the Company Huntsman or any of its Affiliates; PROVIDED, that discussions relating to the possibility of such a proposal in which Mr. Diller participates Subsidiaries and shall not be deemed to be a breach xx xxxx xovenant; (d) neither the VU Parties nor any Affiliate thereof shall initiate or propose any stockholder proposal or make, action or in make any way participate in, directly or indirectly, any "“solicitation" ” of "“proxies" to vote, or seek to influence any Person with respect to the voting of, any Equity Securities, or became a "participant" in a "solicitation" ” (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) with respect to the voting of or consenting with respect to, any Voting Securities, or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in any election contest with respect to the election or removal of any director of Huntsman or in opposition to the publicly disclosed recommendation of the majority of the directors of the Company Huntsman with respect to any matter, except other matter relating to the management and affairs of Huntsman or make any public statement (or take any action which would reasonably be expected to require or result in response to a solicitation by a third partydisclosure publicly of their position) regarding any of the foregoing; (eb) other than as is contemplated by this Agreement, Neither the Transaction Agreement, the Amended and Restated Apollo-Related Stockholders Agreement and the other agreements contemplated by the Transaction Agreement, neither the VU Parties nor any Affiliate thereof of their Affiliates shall join a partnershipinitiate (or solicit other Persons to initiate) or make any public statement regarding, limited partnership, syndicate any tender or exchange offer for Voting Securities or other groupsecurities of Huntsman or any of its Subsidiaries, or otherwise act any Business Combination or recapitalization, restructuring, liquidation or dissolution involving Huntsman or any of its Subsidiaries; (c) Neither the Apollo-Related Stockholders nor any of their Affiliates shall form, join or participate in concert with any other Person 13D Group (other than a Permitted Transferee), for the purpose of among themselves) with respect to acquiring, holding, disposing or voting or disposing of Equity Voting Securities, or otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act; and; (fd) neither Neither the VU Parties Apollo-Related Stockholders nor any Affiliate thereof shallof their Affiliates shall request Huntsman (or any of its directors, officers, employees or agents), directly or indirectly, request that the Company or its Board of Directors to amend or waive any of the provisions of this Agreement (except in a manner that does not require or result in disclosure publicly or to third parties); (e) Neither the Apollo Related Stockholders nor any of their Affiliates shall engage in any short sales or other derivative or hedging activities with respect to the Convertible Notes or the Common Stock; (f) The Apollo-Related Stockholders and each of their Affiliates shall not disclose any intention, plan or arrangement inconsistent with any of the foregoing; and (g) Neither the Apollo-Related Stockholders nor any of their Affiliates shall advise, assist or knowingly encourage any other Persons to do any of the foregoing; provided, however, that this Section 1.021.2(g) shall not limit or preclude ordinary course of business commercial dealings of any Portfolio Company.

Further Restrictions on Conduct. The VU Parties covenant Universal covenants and agree agrees that until the Standstill CEO Termination DateDate or such time as Mr. Xxxxxx xxxomes Disabled: (a) except by virtue of VUUniversal's representation on the Board of Directors of the Company and as otherwise contemplated under this Agreement and the other agreements contemplated by the Transaction Agreement or as otherwise permitted by the Board of Directors of the Company or the CEO so long as Mr. Diller is Xxxxxx xx CEO, neither the VU Parties Universal nor any Affiliatx xxxxxxx Affiliate thereof will otherwise act, alone or in concert with others, to seek to affect or influence the control of the management or Board of Directors of the Company or the business, operations or policies of the Company (it being agreed that this paragraph shall not prohibit the VU PartiesUniversal, their its Affiliates and their respective employees from engaging in ordinary course business activities with the Company); (b) other than to a Permitted Transferee, pursuant to the Transaction Agreement or the Amended and Restated Stockholders Agreement, neither the VU Parties Universal nor any Affiliate thereof shall deposit any Equity Securities or LLC Shares in a voting trust or subject any Equity Securities or LLC Shares to any proxy, arrangement or agreement with respect to the voting of such securities or other agreement having similar effect, except for agreements or arrangements with a Permitted Designee reasonably acceptable to the other Stockholders and not inconsistent with or for the purpose of evading the terms of this Agreement or the Stockholders Agreement; (c) other than as is permitted by this Agreement, neither the VU Parties Universal nor any Affiliate thereof shall propose any merger, tender offer or other business combination involving the Company or any of its AffiliatesAffiliates (including the LLC); PROVIDEDprovided, that discussions discus- sions relating to the possibility of such a proposal in which Mr. Diller Xxxxxx participates shall not be deemed to be a breach xx xxxx xovenantof this covenant; (d) neither the VU Parties Universal nor any Affiliate thereof shall initiate or propose any stockholder proposal or make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" to vote, or seek to influence any Person with respect to the voting of, any Equity Securities, or became a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of the majority of the directors of the Company with respect to any matter, matter except (i) in response to a solicitation by a third partyparty and (ii) to facilitate a tender or exchange offer by Universal or an Affiliate permitted under Section 1.01(g)(ii) of this Agreement; (e) other than as is contemplated by this Agreement, the Transaction Agreement, the Amended and Restated Stockholders Agreement and the other agreements contemplated by the Transaction Agreement, neither the VU Parties Universal nor any Affiliate thereof shall join a partnership, limited partnership, syndicate or other group, or otherwise act in concert with any other Person (other than a Permitted Transferee), for the purpose of acquiring, holding, voting or disposing of Equity SecuritiesSecurities or LLC Shares, or otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act; and (f) neither the VU Parties Universal nor any Affiliate thereof shall, directly or indirectly, request that the Company or its Board of Directors amend or waive any of the provisions of this Section 1.021.03.

Further Restrictions on Conduct. The VU Parties covenant Universal covenants and agree agrees that until the Standstill CEO Termination Date: Date or such time as Mr. Xxxxxx xxxomes Disabled: (a) except by virtue of VUUniversal's representation on the Board of Directors of the Company and as otherwise contemplated under this Agreement and the other agreements contemplated by the Transaction Agreement or as otherwise permitted by the Board of Directors of the Company or the CEO so long as Mr. Diller is Xxxxxx xx CEO, neither the VU Parties Universal nor any Affiliatx xxxxxxx Affiliate thereof will otherwise act, alone or in concert with others, to seek to affect or influence the control of the management or Board of Directors of the Company or the business, operations or policies of the Company (it being agreed that this paragraph shall not prohibit the VU PartiesUniversal, their its Affiliates and their respective employees from engaging in ordinary course business activities with the Company); ; (b) other than to a Permitted Transferee, pursuant to the Transaction Agreement or the Amended and Restated Stockholders Agreement, neither the VU Parties Universal nor any Affiliate thereof shall deposit any Equity Securities or LLC Shares in a voting trust or subject any Equity Securities or LLC Shares to any proxy, arrangement or agreement with respect to the voting of such securities or other agreement having similar effect; , except for agreements or arrangements with a Permitted Designee reasonably acceptable to the other Stockholders and not inconsistent with or for the purpose of evading the terms of this Agreement or the Stockholders Agreement; (c) other than as is permitted by this Agreement, neither the VU Parties Universal nor any Affiliate thereof shall propose any merger, tender offer or other business combination involving the Company or any of its AffiliatesAffiliates (including the LLC); PROVIDEDprovided, that discussions relating to the possibility of such a proposal in which Mr. Diller participates Xxxxxx xxxticipates shall not be deemed to be a breach xx xxxx xovenant; of this covenant; (d) neither the VU Parties Universal nor any Affiliate thereof shall initiate or propose any stockholder proposal or make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" to vote, or seek to influence any Person with respect to the voting of, any Equity Securities, or became a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of the majority of the directors of the Company with respect to any matter, matter except (i) in response to a solicitation by a third party; party and (ii) to facilitate a tender or exchange offer by Universal or an Affiliate permitted under Section 1.01(g)(ii) of this Agreement; (e) other than as is contemplated by this Agreement, the Transaction Agreement, the Amended and Restated Stockholders Agreement and the other agreements contemplated by the Transaction Agreement, neither the VU Parties Universal nor any Affiliate thereof shall join a partnership, limited partnership, syndicate or other group, or otherwise act in concert with any other Person (other than a Permitted Transferee), for the purpose of acquiring, holding, voting or disposing of Equity SecuritiesSecurities or LLC Shares, or otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act; and and (f) neither the VU Parties Universal nor any Affiliate thereof shall, directly or indirectly, request that the Company or its Board of Directors amend or waive any of the provisions of this Section 1.021.03.

Further Restrictions on Conduct. The VU Parties Parent and the Stockholder, as applicable, covenant and agree that until the Standstill Termination Date: (a) except by virtue of VU's representation on in connection with the Board of Directors performance of the Company and as otherwise contemplated under this Alliance Agreement and the other subsequent negotiations and agreements contemplated by the Transaction Agreement or as otherwise permitted by the Board of Directors of the Company or the CEO so long as Mr. Diller is CEOthereby, neither the VU Parties Parent, the Stockholder nor any Affiliatx xxxxxxx of their respective Affiliates will otherwise act, alone or in concert with others, to seek to affect or influence the Board of Directors or the control of the management or Board of Directors of the Company or the businessbusinesses, operations operations, affairs, financial matters or policies of the Company (it being agreed that this paragraph shall not prohibit the VU PartiesParent and its Subsidiaries, their Affiliates and their respective employees directors, officers and employees, from engaging in ordinary course business activities with the Company or having periodic discussions with directors, officers and employees of the Company regarding the Company's business, it being understood that such matters shall not include matters that, under applicable antitrust laws, could not be discussed among competitors); (b) other than to a Permitted Transfereein connection with the deposit of the Shares and other Voting Securities into the Voting Trust as required by Section 1.03, pursuant to the Transaction Agreement or the Amended and Restated Stockholders Agreement, neither the VU Parties nor any Affiliate thereof Stockholder shall not deposit any Equity Voting Securities in a into any voting trust or subject any Equity Voting Securities to any proxyproxy (other than any revocable proxy to vote the Shares in a manner consistent with Sections 1.03 and 2.01 hereof), arrangement or agreement with respect to the voting of or consenting with respect to such securities Voting Securities or other agreement having similar effect; (c) neither the VU Parties Parent, the Stockholder nor any Affiliate thereof shall propose any merger, tender offer or other business combination involving the Company or any of its Affiliates; PROVIDED, that discussions relating to the possibility of such a proposal in which Mr. Diller participates shall not be deemed to be a breach xx xxxx xovenant; (d) neither the VU Parties nor any Affiliate thereof their respective Affiliates shall initiate or propose any stockholder proposal or action or make, or in any way participate inin or encourage, directly or indirectly, any "solicitation" of "proxies" to votevote or written consents, or seek to influence any Person with respect to the voting ofof or consenting with respect to, any Equity Voting Securities, or became become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in any election contest with respect to the election or removal of the Independent Directors or in opposition to the recommendation of the majority of the directors of the Company with respect to any other matter, except in response to a solicitation by a third party; (e) other than as is contemplated by this Agreement, the Transaction Agreement, the Amended and Restated Stockholders Agreement and the other agreements contemplated by the Transaction Agreement, neither the VU Parties nor any Affiliate thereof shall join a partnership, limited partnership, syndicate or other group, or otherwise act in concert with any other Person (other than a Permitted Transferee), for the purpose of acquiring, holding, voting or disposing of Equity Securities, or otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act; and (f) neither the VU Parties nor any Affiliate thereof shall, directly or indirectly, request that the Company or its Board of Directors amend or waive any of the provisions of this Section 1.02.