Common use of Further Restrictions on Conduct Clause in Contracts

Further Restrictions on Conduct. (a) Unless waived or approved in advance in accordance with Section 5.02(b) hereof, each of the LIH Entities severally covenants and agrees that until the Standstill Termination Date, neither it nor any of its Affiliates or Associates shall: (i) initiate, propose, 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 Voting Securities, or 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 effect on the date hereof), in any election contest with respect to the election or removal of the Independent Directors proposed by the specified committees in accordance with Article II; (ii) other than as contemplated by Section 1.01(a) solicit, offer, seek or propose to any other Person (including without limitation the Company) any form of merger with, tender or exchange offer for securities of, sale or liquidation of assets of, or similar business combination transaction with or involving the Company or its Affiliates or Associates; provided, however, the foregoing shall not restrict any such action relating to a merger or similar business combination with the purpose and effect of the Company or its Affiliates and Associates acquiring the business, voting securities or assets of another Person; or

Further Restrictions on Conduct. (a) Unless waived or approved in advance in accordance with Section 5.02(b) hereof, each of the LIH Entities severally Stockholder covenants and agrees that until the Standstill Termination Date, neither it the Stockholder nor any of its Affiliates Affiliate or Associates Associate thereof shall: (i) initiate, propose, 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 Voting Securities, or 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 effect on the date hereof), in any election contest with respect to the election or removal of the Independent Directors proposed by the specified committees in accordance with Article II; (ii) other than as contemplated by Section 1.01(a) solicit, offer, seek or propose to any other Person (including without limitation the Company) any form of merger with, tender or exchange offer for securities of, sale or liquidation of assets of, or similar business combination transaction with or involving the Company or its Affiliates or Associates; provided, however, the foregoing shall not restrict any such action relating to a merger or similar business combination with the purpose and effect of the 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.

Further Restrictions on Conduct. (a) Unless waived or approved in advance in accordance with Section 5.02(b) hereof, each of the LIH Entities severally The Investor covenants and agrees that until with the Standstill Termination DateCompany that, for so long as Xxxxxx Xxxxxx is the Chief Executive Officer of the Company, neither it nor any of its Affiliates or Associates shall: (ia) initiate, commence or propose, 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 Voting Company Securities, or become a "participant" in connection with a "solicitation" or "election contest" (as such terms are defined or used 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 proposed by members of the specified committees Board. Notwithstanding the foregoing, or any other provision of this Agreement, nothing in accordance this Agreement shall prevent the Investor from voting the Investor Shares in connection with Article IIany matter (including the election or removal of members of the Board) however the Investor decides to vote such Investor Shares; (iib) other than as contemplated a transaction permitted by Section 1.01(a1.4(b)(iii) hereof, solicit, offer, seek or propose to any other Person (including without limitation the Company) any form acquire shares of merger with, tender or exchange offer for securities of, sale or liquidation of assets of, or similar business combination transaction with or involving the Company or its Affiliates or Associates; provided, however, the foregoing shall not restrict any such action relating to a merger or similar business combination with the purpose and effect Securities in excess of the Company number of shares permitted by this Agreement, whether directly or its Affiliates and Associates acquiring the businessindirectly through a tender offer, voting securities proxy or assets of another Personconsent solicitation, exchange offer, merger proposal or otherwise; or (c) become a member of a "group" within the meaning of Section 13(d)(3) of the Exchange Act with any person other than the Investor and its Affiliates.

Further Restrictions on Conduct. (a) Unless waived or approved in advance in accordance with Section 5.02(b) hereof, each of the LIH Entities and LIH II severally covenants and agrees that until the Standstill Termination Date, neither it nor any of its Affiliates or Associates shall: (i) initiate, propose, 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 Voting Securities, or 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 effect on the date hereof), in any election contest with respect to the election or removal of the Independent Directors proposed by the specified committees in accordance with Article II; (ii) other than as contemplated by Section 1.01(a) solicit, offer, seek or propose to any other Person (including without limitation the Company) any form of merger with, tender or exchange offer for securities of, sale or liquidation of assets of, or similar business combination transaction with or involving the Company or its Affiliates or Associates; provided, . however, the foregoing shall not restrict any such action relating to a merger or similar business combination with the purpose and effect of the 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.

Further Restrictions on Conduct. (a) Unless waived or approved in advance in accordance with Section 5.02(b) hereof, each of the LIH Entities severally Stockholder covenants and agrees that until the Standstill Termination Date, neither it the Stockholder nor any of its Affiliates Affiliate or Associates Associate thereof shall: (i) initiate, propose, 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 Voting Securities, or 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 effect on the date hereof), in any election contest with respect to the election or removal of the Independent Directors proposed by the specified committees in accordance with Article II; (ii) other than as contemplated by Section 1.01(a) solicit, offer, seek or propose to any other Person (including without limitation the Company) any form of merger with, tender or exchange offer for securities of, sale or liquidation of assets of, or similar business combination transaction with or involving the Company or its Affiliates or Associates; provided, however, the foregoing -------- shall not restrict any such action relating to a merger or similar business combination with the purpose and effect of the 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.

Further Restrictions on Conduct. (a) Unless waived or approved in advance in accordance with Section 5.02(b) hereof, each of the LIH Entities severally covenants and agrees that until the Standstill Termination Date, neither it nor any of its Affiliates or Associates shall: (i) initiate, propose, 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 Voting Securities, or 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 effect on the date hereof), in any election contest with respect to the election or removal of the Independent Directors proposed by the specified committees in accordance with Article II; (ii) other than as contemplated by Section 1.01(a) solicit, offer, seek or propose to any other Person (including without limitation the Company) any form of merger with, tender or exchange offer for securities of, sale or liquidation of assets of, or similar business combination transaction with or involving the Company or its Affiliates or Associates; provided, however, the foregoing shall not restrict any such action relating to a merger or similar business combination with the purpose and effect of the 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.

Further Restrictions on Conduct. (a) Unless waived or approved in advance in accordance with Section 5.02(b) hereof, each of the LIH Entities severally The Investor covenants and agrees with the Company that until the Standstill Termination Date, neither it nor any of its Affiliates or Associates shall: (ia) initiate, propose, 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 Voting Securities, or 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 effect on the date hereof), in any election contest with respect to the election or removal of the Independent Directors proposed by members of the specified committees Board, except for any of the foregoing actions taken in accordance with Article IIsupport of any recommendation of the Board; (iib) other than as contemplated a transaction permitted by Section 1.01(a3.1 (b) (iv) hereof, solicit, offer, seek or propose to any other Person (including without limitation acquire shares of Common Stock in excess of the Company) any form number of shares permitted by this Agreement, whether directly or indirectly through a tender offer, proxy or consent solicitation, exchange offer, merger with, tender proposal or exchange offer for securities of, sale or liquidation of assets of, or similar business combination transaction with or involving the Company or its Affiliates or Associatesotherwise; provided, however, the foregoing that this provision shall not restrict prohibit the Investor from making any such action relating proposals to the Board subject to the provisions of Section 4.3 hereof. (c) become a merger or similar business combination with member of a "group" within the purpose and effect meaning of Section 13(d)(3) of the Company or Exchange Act with any person other than the Investor and its Affiliates and Associates acquiring Affiliates. Notwithstanding anything herein to the businesscontrary, voting securities or assets for purposes of another Person; orthis Section 2.3, CIBC Fiduciary Shares shall not be treated as being Beneficially Owned by an Affiliate of the Investor.