Common use of Other Restrictions Clause in Contracts

Other Restrictions. Each of the Investors shall not, and will cause its controlled Affiliates not to, directly or indirectly, alone or in concert with others, unless specifically requested in writing by the Chief Executive Officer of the Company or by a resolution of the Company Board, take any of the actions set forth below (or take any action that would require the Company to make an announcement regarding any of the following: (a) 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, cause, propose (whether publicly or otherwise) or participate in: (i) any acquisition of beneficial ownership of Voting Securities of the Company which would result in a breach of Section 6.1 of this Agreement; (ii) any tender or exchange offer, merger, consolidation, share exchange, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company or any material portion of its business or any purchase of all or any substantial part of the assets of the Company or any material portion of its business; provided that, if such transaction is being conducted by a third-party unaffiliated with such Investor, the foregoing shall not prevent such Investor from tendering, exchanging, exercising voting rights in respect of, or otherwise exercising rights in respect of and opting to receive the benefit of such transactions in the same manner as offered to other holders of the Company’s Common Stock not participating in the “group” (as such term is used in Section 13(d)(3) of the Exchange Act) conducting such transaction; or (iii) any “solicitation” of “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(l)(2)(iv) from the definition of “solicitation”) with respect to the Company or any of its Affiliates or any action resulting in the Stockholder, or any of its controlled Affiliates, 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. (b) propose any matter for submission to a vote of stockholders of the Company or any of its Affiliates; (c) seek election to, seek to place a representative on, or seek the removal of, any director of the Company or any of its Affiliates; (d) except as contemplated by this Agreement and except for proxies granted to Affiliates of the Stockholder (and their respective employees, attorneys and agents (other than Persons who are attorneys and agents solely as a result of the granting of such proxy), grant any proxy with respect to any Capital Stock of the Company; (e) form, join or participate in a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with respect to any Capital Stock of the Company, or deposit any Capital Stock of the Company in a voting trust or, except as contemplated by this Agreement, subject any Capital Stock of the Company to any arrangement or agreement with respect to the voting of such Capital Stock or other agreement having similar effect; (f) take any other actions to seek to affect the control of the Company Board or the management of the Company or any of its Affiliates, including publicly suggesting or announcing its willingness to engage in or have another Person engage in a transaction that could reasonably be expected to result in a business combination or to increase the percentage of Capital Stock owned by the Investor; provided that from and after the first anniversary of this Agreement, each Investor and its Affiliates shall not be prohibited by this clause (g) from acquiring Capital Stock of the Company; (g) enter into any discussions, negotiations, arrangements or understandings with any Persons with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; or (h) disclose to any Person (other than an Affiliate) or otherwise induce, encourage, discuss or facilitate, any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article II or form any such intention which would result in the Company or any of its Affiliates or any Investor or any of its Affiliates being required to make any such disclosure in any filing with a Governmental Authority or being required to make a public announcement with respect thereto; provided, however, that notwithstanding the foregoing restrictions, each Investor shall be entitled to make any disclosure required by securities or similar disclosure laws, as advised in writing by outside counsel reasonably familiar with such matters; provided, further that the Stockholder shall not be prohibited from requesting that the Company Board consider nominating a designee of the Stockholder for election to the Company Board and, if so elected, from assisting such designee in the conduct of such designee’s office and the fulfillment of such designee’s fiduciary duties in such office. Subject to Section 7.1, nothing in this Agreement, including this Section 6.2, will prohibit, limit, condition or delay each Investor’s ability (i) to vote (including by proxy) or consent with respect to any matter properly brought before stockholders of the Company for a vote or consent, or (ii) to tender or exchange its shares); provided, further, that the Stockholder shall not be required to take any such action as a result of the request of the Company or a resolution of the Company Board, but, if so requested, prior to receipt of written notice from the Company to the contrary, the Stockholder may continue to take such actions that are reasonably related to the matters addressed in, reasonably in furtherance of, and not in conflict with, such request or resolution and, if available, the publicly stated position of the Company with respect to the matters addressed therein.

Other Restrictions. Each Except as otherwise specifically authorized in advance by the Board, during the term of this Agreement, each Shareholder agrees that it will not, for the purpose of proposing or acting upon a proposal regarding acquisition of control of the Investors shall not, and will cause its controlled Affiliates not toCompany, directly or indirectly, alone or in concert with others, unless specifically requested in writing by the Chief Executive Officer of the Company or by a resolution of the Company Board, take any of the actions set forth below (or take any action that would require the Company to make an announcement regarding any of the following: (a) effectinitiate, seek, offer, engage in, propose (whether publicly or otherwise) or cause or in any way participate in, or assist any other Person to effect, seek, engage in, offer, cause, propose (whether publicly or otherwise) or participate in: (i) any acquisition of beneficial ownership of Voting Securities of the Company which would result in a breach of Section 6.1 of this Agreement; (ii) any tender or exchange offer, merger, consolidation, share exchange, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company or any material portion of its business or any purchase of all or any substantial part of the assets of the Company or any material portion of its business; provided that, if such transaction is being conducted by a third-party unaffiliated with such Investor, the foregoing shall not prevent such Investor from tendering, exchanging, exercising voting rights in respect of, or otherwise exercising rights in respect of and opting to receive the benefit of such transactions in the same manner as offered to other holders of the Company’s Common Stock not participating in the “group” (as such term is used in Section 13(d)(3) of the Exchange Act) conducting such transaction; or (iii) any “solicitation” of “proxies” to vote (as such terms are used defined in Rule 14a-1 under the proxy rules of the SECExchange Act), but without regard solicit any consent or communicate with or seek to the exclusion set forth in Section 14a-1(l)(2)(iv) from the definition of “solicitation”) advise or influence any Person with respect to the voting of any equity securities of the Company or any of its Affiliates or any action resulting in the Stockholder, or any of its controlled Affiliates, or such other Person becoming become a “participant” in any “election contest” with respect to the Company; (b) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal (as such terms are used described in Rule 14a-8 under the proxy rules of the SECExchange Act or otherwise) with respect to the Company or any of its Subsidiaries. (b) propose any matter for submission to a vote of stockholders of the Company or any of its AffiliatesCompany; (c) seek election to, seek to place nominate a representative oncandidate for, or seek the removal of any member of, any director of the Company or any of its AffiliatesBoard; (d) except as contemplated by this Agreement and except for proxies granted call or seek to Affiliates have called any meeting of the Stockholder (and their respective employees, attorneys and agents (other than Persons who are attorneys and agents solely as a result of the granting of such proxy), grant any proxy with respect to any Capital Stock shareholders of the Company; (e) form, join or in any way participate in a or assist in the formation of any “group” (as such term is used in within the meaning of Section 13(d)(3) of the Exchange Act) Act with respect to any Capital Stock equity securities of the Company; provided, or that this Section 3.5 shall not prohibit any such arrangement among each Shareholder and any of their respective Affiliates; (f) deposit any Capital Stock equity securities of the Company in into a voting trust or, except as contemplated by this Agreement, or subject any Capital Stock of the Company equity securities to any arrangement or agreement with respect to the voting of thereof (other than this Agreement); provided, that this Section 3.5 shall not prohibit any such Capital Stock or other agreement having similar effect; (f) take any other actions to seek to affect the control of the Company Board or the management of the Company or arrangement among each Shareholder and any of its their respective Affiliates, including publicly suggesting or announcing its willingness to engage in or have another Person engage in a transaction that could reasonably be expected to result in a business combination or to increase the percentage of Capital Stock owned by the Investor; provided that from and after the first anniversary of this Agreement, each Investor and its Affiliates shall not be prohibited by this clause (g) from acquiring Capital Stock of the Company; (g) enter into make any discussions, negotiations, arrangements public statement or understandings with any Persons proposal whatsoever with respect to any business combination transaction involving the Company, including, without limitation, a merger, exchange offer or liquidation of the foregoingCompany’s assets, or adviseany restructuring, assist, encourage recapitalization or seek to persuade others to take any action similar transaction with respect to any of the foregoingCompany; or (h) disclose propose to any Person (other than an Affiliate) amend or modify, or otherwise induceact, encouragealone or in concert with others, discuss in a manner designed or facilitatehaving the deliberate effect of circumventing, any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article II or form any such intention which would result in the Company or any of its Affiliates or any Investor or any of its Affiliates being required to make any such disclosure in any filing with a Governmental Authority or being required to make a public announcement with respect thereto; provided, however, that notwithstanding the foregoing restrictions, each Investor shall be entitled to make any disclosure required by securities or similar disclosure laws, as advised in writing by outside counsel reasonably familiar with such matters; provided, further provided that the Stockholder shall not be prohibited from requesting that the Company Board consider nominating a designee of the Stockholder for election to the Company Board and, if so elected, from assisting such designee in the conduct of such designee’s office and the fulfillment of such designee’s fiduciary duties in such office. Subject to Section 7.1, nothing in this Agreement, including this Section 6.2, will prohibit, limit, condition or delay each Investor’s ability (i) to vote (including by proxy) or consent with respect to 3.5 shall prohibit any matter properly brought before stockholders individual who is serving as a director of the Company for a vote Company, solely in his or consenther capacity as such director, from taking any action or (ii) to tender or exchange its shares); providedmaking any statement which, furtherin such director’s best judgment, that is in the Stockholder shall not be required to take any such action as a result best interests of the request of the Company or a resolution of the Company Board, but, if so requested, prior to receipt of written notice from the Company to the contrary, the Stockholder may continue to take such actions that are reasonably related to the matters addressed in, reasonably in furtherance of, and not in conflict with, such request or resolution and, if available, the publicly stated position of the Company with respect to the matters addressed thereinCompany’s shareholders.

Other Restrictions. Each of Except as expressly set forth in Article II, each Shareholder covenants and agrees with the Investors Company that such Shareholder shall not, and it will cause its controlled Affiliates not to, directly or indirectly, alone or in concert with others, unless specifically requested in writing by the Chief Executive Officer of the Company or by a resolution of a majority of the Company BoardDirectors of the Company, take any of the actions set forth below (or take any action that would require the Company to make an announcement regarding any of the following:): (a) 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, cause, offer or propose (whether publicly or otherwise) or participate in:in (other than through the making of any Transfer permitted by the terms of this Agreement): (i) any acquisition of beneficial ownership Beneficial Ownership of Voting Securities of the Company Shares which would result in a breach of Section 6.1 4.01 of this Agreement; (ii) any tender or exchange offer, merger, consolidation, share exchange, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company or any material portion of its business or any purchase of all or any substantial part of the assets of the Company or any material portion of its business; provided that, if such transaction is being conducted by a third-party unaffiliated with such Investor, the foregoing shall not prevent such Investor from tendering, exchanging, exercising voting rights in respect of, or otherwise exercising rights in respect of and opting to receive the benefit of such transactions in the same manner as offered to other holders of the Company’s Common Stock not participating in the “group” (as such term is used in Section 13(d)(3) of the Exchange Act) conducting such transaction; or (iii) any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules of the SEC, SEC but without regard to the exclusion set forth in Section 14a-1(l)(2)(iv14a-1(1)(2)(iv) from the definition of “"solicitation”") with respect to the Company or any of its Affiliates or any action resulting in the Stockholderany Shareholder, or any Affiliates of its controlled Affiliatesany Shareholder, or such other Person becoming a “"participant” " in any “"election contest” " (as such terms are used in 26 22 the proxy rules of the SEC) with respect to the Company or any of its Subsidiaries.; (b) propose any matter for submission to a vote of stockholders shareholders of the Company or any of its Affiliates; (c) seek election to, seek to place a representative (other than the Family Designees) on, or seek the removal of, any director of the Company or any of its AffiliatesDirector, except pursuant to Section 2.01; (d) except as contemplated by this Agreement and except for proxies granted to Affiliates of the Stockholder (and their respective employees, attorneys and agents (other than Persons who are attorneys and agents solely as a result of the granting of such proxy), grant any proxy with respect to any Capital Stock Voting Shares (other than to a Shareholder, its Affiliates or the Chief Executive Officer of the Company); (e) except as contemplated by this Agreement, execute any written consent with respect to any Voting Shares; (f) form, join or participate in a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) Group with respect to any Capital Stock of the Company, Voting Shares or deposit any Capital Stock of the Company Voting Shares in a voting trust or, except as contemplated by this Agreement, or subject any Capital Stock of the Company Voting Shares to any arrangement or agreement with respect to the voting of such Capital Stock Voting Shares or other agreement having similar effecteffect (in each case except among Shareholders, Permitted Transferees and their respective Affiliates); (fg) take any other actions action to seek to affect the control of the Company management or Board or the management of the Company or any of its Affiliates, including publicly suggesting or announcing its willingness to engage in or have another Person engage in a transaction that could reasonably be expected to result in a business combination or to increase the ownership percentage of Capital Stock owned by the InvestorShareholders; provided that from and after nothing in this Section 4.02(g) shall restrict the first anniversary manner in which (A) a Shareholder, a Permitted Transferee or any of this Agreementtheir respective Affiliates may vote its shares or (B) a Family Designee, each Investor and its Affiliates shall not be prohibited by this clause Shareholder or Affiliate thereof, may (gi) from acquiring Capital Stock vote on any matter submitted to the Board or (ii) participate in deliberations or discussions of the CompanyBoard or take any other action in his or her capacity as a Director or officer of the Company (so long as such actions do not otherwise violate any other provision of Section 4.01 or Section 4.02); (gh) enter into any discussions, negotiations, arrangements or understandings with any Persons Person with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; orforegoing (in each case except among Shareholders, Permitted Transferees and their respective Affiliates); (hi) disclose to any Person (other than an Affiliate) a Shareholder, Permitted Transferee or their respective Affiliates), or otherwise induce, encourage, discuss or facilitate, any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article II III or form any such intention which would result in the Company or any of its Affiliates or any Investor Shareholder or any Affiliates of its Affiliates any Shareholder being required to make any such disclosure in any filing with a Governmental Authority Entity (as defined in the Merger Agreement) or being required to make a public announcement with respect thereto; provided, however, that notwithstanding the foregoing restrictions, each Investor shall be entitled to make any disclosure required by securities or similar disclosure laws, as advised in writing by outside counsel reasonably familiar with such matters; provided, further that the Stockholder shall not be prohibited from requesting that or (j) request the Company Board consider nominating a designee or any of the Stockholder for election its Affiliates, directors, officers, employees, representatives, advisors or agents, directly or indirectly, to the Company Board and, if so elected, from assisting such designee in the conduct of such designee’s office and the fulfillment of such designee’s fiduciary duties in such office. Subject to Section 7.1, nothing in amend or waive this Agreement, Agreement (including this Section 6.2, will prohibit, limit, condition or delay each Investor’s ability (i) to vote (including by proxy4.02) or consent with respect to any matter properly brought before stockholders of the Company for a vote statutes or consent, by-laws (or (iisimilar constituent documents) to tender or exchange its shares); provided, further, that the Stockholder shall not be required to take any such action as a result of the request of the Company or a resolution any of the Company Board, but, if so requested, prior to receipt of written notice from the Company to the contrary, the Stockholder may continue to take such actions that are reasonably related to the matters addressed in, reasonably in furtherance of, and not in conflict with, such request or resolution and, if available, the publicly stated position of the Company with respect to the matters addressed thereinits Affiliates.

Other Restrictions. Each of Except as expressly set forth in Article II, Stockholder covenants and agrees with the Investors Company that Stockholder shall not, and it will cause its controlled Affiliates Subsidiaries not to, directly or indirectly, alone or in concert with others, unless specifically 17 7 13 requested in writing by the Chief Executive Officer of the Company or by a resolution of a majority of the Company BoardDirectors of the Company, take any of the actions set forth below (or take any action that would require the Company to make an announcement regarding any of the following); provided, however, that Stockholder shall not be required to take any such action as a result of the request of the Company: (a) 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, cause, offer or propose (whether publicly or otherwise) or participate in: (i) any acquisition of beneficial ownership Beneficial Ownership of Voting Securities of the Company Shares which would result in a breach of Section 6.1 4.1 of this Agreement; (ii) any tender or exchange offer, merger, consolidation, share exchange, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company or any material portion of its business or any purchase of all or any substantial part of the assets of the Company or any material portion of its business; provided that, if such transaction is being conducted by a third-party unaffiliated with such Investor, the foregoing shall not prevent such Investor from tendering, exchanging, exercising voting rights in respect of, or otherwise exercising rights in respect of and opting to receive the benefit of such transactions in the same manner as offered to other holders of the Company’s Common Stock not participating in the “group” (as such term is used in Section 13(d)(3) of the Exchange Act) conducting such transaction; or (iii) any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules of the SEC, SEC but without regard to the exclusion set forth in Section 14a-1(l)(2)(iv14a- 1(1)(2)(iv) from the definition of “"solicitation”") with respect to the Company or any of its Affiliates or any action resulting in the Stockholder, or any of its controlled AffiliatesSubsidiaries, 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. (b) propose any matter for submission to a vote of stockholders shareholders of the Company or any of its Affiliates; (c) seek election to, seek to place a representative (other than the Designee) on, or seek the removal of, any director of the Company or any of its AffiliatesDirector, except pursuant to Section 2.1; (d) except as contemplated by this Agreement and except for proxies granted to Affiliates of the Stockholder (and their respective employees, attorneys and agents (other than Persons who are attorneys and agents solely as a result of the granting of such proxy)Agreement, grant any proxy with respect to any Capital Stock of the CompanyVoting Shares; (e) except as contemplated by this Agreement, execute any written consent with respect to any Voting Shares; (f) form, join or participate in a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) Group with respect to any Capital Stock of the Company, Voting Shares or deposit any Capital Stock of the Company Voting Shares in a voting trust or, except as contemplated by this Agreement, or subject any Capital Stock of the Company Voting Shares to any arrangement or agreement with respect to the voting of such Capital Stock Voting Shares or other agreement having similar effect; (fg) take any other actions action to seek to affect the control of the Company management or Board or the management of the Company or any of its Affiliates, including publicly suggesting or announcing its willingness to engage in or have another Person engage in a transaction that could reasonably 18 14 be expected to result in a business combination or to increase the ownership percentage of Capital Stock owned by the InvestorStockholder; provided that from and after nothing in this Section 4.2(g) shall restrict the first anniversary of this Agreement, each Investor and its Affiliates shall not be prohibited by this clause manner in which the Designee may (gi) from acquiring Capital Stock vote on any matter submitted to the Board or (ii) participate in deliberations or discussions of the CompanyBoard (so long as such actions do not otherwise violate any other provision of Section 4.1 or Section 4.2) in his or her capacity as a Director so long as such action is required by the Designee's fiduciary duty to the Company or its shareholders or by securities or similar laws, in each case as advised by outside counsel to the Designee (to the extent practicable under the then-existing circumstances); (gh) enter into any discussions, negotiations, arrangements or understandings with any Persons Person with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; or; (hi) disclose to any Person (other than an Affiliate) ), or otherwise induce, encourage, discuss or facilitate, any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article II III or form any such intention which would result in the Company or any of its Affiliates or any Investor Stockholder or any of its Affiliates being required to make any such disclosure in any filing with a Governmental Authority or being required to make a public announcement with respect thereto; or (j) request the Company or any of its Affiliates, directors, officers, employees, representatives, advisors or agents, directly or indirectly, to amend or waive this Agreement (including this Section 4.2) or the articles of amalgamation or bylaws (or similar constituent documents) of the Company or any of its Affiliates; provided, however, that notwithstanding the foregoing restrictions, each Investor Stockholder shall be entitled to make any disclosure required by securities or similar disclosure laws, as advised in writing by outside counsel reasonably familiar with such matters; provided, further that the Stockholder shall not be prohibited from requesting that the Company Board consider nominating a designee of the Stockholder for election satisfactory to the Company Board and, if so elected, from assisting such designee in the conduct of such designee’s office and the fulfillment of such designee’s fiduciary duties in such office. Subject to Section 7.1, nothing in this Agreement, including this Section 6.2, will prohibit, limit, condition or delay each Investor’s ability (i) to vote (including by proxy) or consent with respect to any matter properly brought before stockholders of the Company for a vote or consent, or (ii) to tender or exchange its shares); provided, further, that the Stockholder shall not be required to take any such action as a result of the request of the Company or a resolution of the Company Board, but, if so requested, prior to receipt of written notice from the Company to the contrary, the Stockholder may continue to take such actions that are reasonably related to the matters addressed in, reasonably in furtherance of, and not in conflict with, such request or resolution and, if available, the publicly stated position of the Company with respect to the matters addressed thereinCompany.

Other Restrictions. Each of During the Investors shall notStandstill Period and subject to Section 4.01(c), neither Parent nor the Investor shall, and will neither Parent nor the Investor shall cause their respective Affiliates to, except through any actions of any of its controlled Affiliates not toInvestor Designees in their capacities as Directors, directly or indirectly, alone or in concert with others, unless specifically requested in writing by the Chief Executive Officer of the Company or by a resolution of the Company Board, take any of the actions set forth below (or take any action that would require the Company to make an announcement regarding any of the following:): (ai) except as expressly permitted by Section 3.02(a) in connection with a Qualified Transfer, effect, seek, offer, engage in, propose (whether publicly or otherwise) or cause or participate in, or assist any other Person to effect, seek, offer, engage in, offer, cause, propose (whether publicly or otherwise) or participate in: (i) , or solicit, initiate, encourage or facilitate any acquisition offer or proposal for, or any indication of beneficial ownership of Voting Securities of the Company which would result in a breach of Section 6.1 of this Agreement; (ii) interest in, any tender or exchange offer, merger, consolidation, share exchange, business combination, recapitalization, restructuring, liquidation, dissolution dissolution, share exchange, sale, disposition, purchase, acquisition or other extraordinary transaction involving the Company Company, any of its Subsidiaries or any material portion of any of their respective businesses or assets; provided that Parent or the Investor may make a proposal privately to the Board (which proposal (A) shall not be publicly disclosed by Parent or the Investor and (B) the Board can accept or reject in its business sole discretion) in a manner that is not intended to and would not reasonably be likely to result in the Company being required to make any public disclosure or other public announcement related to such proposal; (ii) arrange, or in any way participate in, any financing for the purchase of any Voting Securities or any purchase of all securities convertible or exchangeable or exercisable for any substantial part Voting Securities or assets of the Company, except for such Voting Securities or assets of as are then being offered for sale by the Company or any material portion of its business; provided that, if such transaction is being conducted by a third-party unaffiliated with such Investor, the foregoing shall not prevent such Investor from tendering, exchanging, exercising voting rights in respect of, or otherwise exercising rights in respect of and opting to receive the benefit of such transactions in the same manner as offered to other holders of the Company’s Common Stock not participating in the “group” (as such term is used in Section 13(d)(3) of the Exchange Act) conducting such transaction; orSubsidiaries; (iii) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC, SEC but without regard to the exclusion set forth in Section 14a-1(l)(2)(ivRule 14a‑1(l)(2)(iv) under the Exchange Act from the definition of “solicitation”) to vote or deliver a written consent with respect to, or seek to advise or influence in any manner whatsoever any Person with respect to the Company voting of, any Voting Securities on any matter (whether or not relating to the election or removal of Directors) or agree or announce its intention to vote with any of its Affiliates Person undertaking a “solicitation,” except to the extent required by applicable Law; (iv) take or propose to take any action resulting in to seek or propose (whether through public announcement, filings with any Governmental Authority or otherwise) to control, change or influence the Stockholdermanagement, Board or any policies of its controlled Affiliates, 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.; (bv) propose seek, alone or in concert with any matter for submission other Person, (A) to call a vote meeting of the stockholders of the Company or initiate any of its Affiliates; (c) seek election to, seek to place a representative on, or seek the removal of, any director stockholder proposal for action by stockholders of the Company Company, (B) additional representation on the Board or nominate or remove any of its Affiliates; person as a Director, (dC) except as contemplated by this Agreement and except for proxies granted to Affiliates a change in the composition or size of the Stockholder Board or (and their respective employees, attorneys and agents (D) to propose any other than Persons who are attorneys and agents solely as a result of matter to be voted upon by the granting of such proxy), grant any proxy with respect to any Capital Stock stockholders of the Company; (evi) form, join or participate in a “group” (as such term is used in Section 13(d)(3) deposit any securities of the Exchange Act) Company into a voting trust or subject any Voting Securities to any agreement or arrangement (including by granting any proxies with respect to any Capital Stock of the Company, or deposit any Capital Stock of the Company in a voting trust or, except as contemplated by this Agreement, subject any Capital Stock of the Company Voting Securities to any arrangement or agreement third party with respect to the voting of such Capital Stock Voting Securities with any third party, other than pursuant to any agreement or other agreement having similar effectarrangement of the Investor set forth in the organizational or governance documents of the Investor existing on the date hereof; (fvii) form, join or in any way participate in a 13D Group with respect to any Voting Securities (other than a 13D Group composed of the Investor); (viii) seek to amend or waive any provision of this Section 4.01, provided that Parent or the Investor may make a proposal privately to the Board (which the Board can accept or reject in its sole discretion) in a manner that is not intended to and would not reasonably be likely to result in the Company being required to make any public disclosure or other public announcement related to such proposal; (ix) take any action, make any statement or publicly disclose any intention, plan, arrangement or other actions to seek to affect the control contract that is prohibited by, or inconsistent with, any of the Company Board or the management of the Company or any of its Affiliates, including publicly suggesting or announcing its willingness to engage in or have another Person engage in a transaction that could reasonably be expected to result in a business combination or to increase the percentage of Capital Stock owned by the Investorforegoing; provided that from and after the first anniversary of this Agreement, each Investor and its Affiliates shall not be prohibited by this clause (g) from acquiring Capital Stock of the Company;or (gx) enter into any discussions, negotiations, arrangements or understandings with any Persons Person inconsistent with respect to any of the foregoing, or advise, assist, assist or encourage or seek to persuade others to take any action Person in connection with respect to any of the foregoing; or (h) disclose to any Person (other than an Affiliate) or otherwise induce, encourage, discuss or facilitate, any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article II or form any such intention which would result in the Company or any of its Affiliates or any Investor or any of its Affiliates being required to make any such disclosure in any filing with a Governmental Authority or being required to make a public announcement with respect thereto; provided, however, that notwithstanding the foregoing restrictions, each Investor shall be entitled to make any disclosure required by securities or similar disclosure laws, as advised in writing by outside counsel reasonably familiar with such matters; provided, further that the Stockholder shall not be prohibited from requesting that the Company Board consider nominating a designee of the Stockholder for election to the Company Board and, if so elected, from assisting such designee in the conduct of such designee’s office and the fulfillment of such designee’s fiduciary duties in such office. Subject to Section 7.1, nothing in this Agreement, including this Section 6.2, will prohibit, limit, condition or delay each Investor’s ability (i) to vote (including by proxy) or consent with respect to any matter properly brought before stockholders of the Company for a vote or consent, or (ii) to tender or exchange its shares); provided, further, that the Stockholder shall not be required to take any such action as a result of the request of the Company or a resolution of the Company Board, but, if so requested, prior to receipt of written notice from the Company to the contrary, the Stockholder may continue to take such actions that are reasonably related to the matters addressed in, reasonably in furtherance of, and not in conflict with, such request or resolution and, if available, the publicly stated position of the Company with respect to the matters addressed therein.

Other Restrictions. Each of Xxxx Xxxxx and each Vulcan Stockholder covenants and agrees with the Investors Company that they shall not, and will shall cause its controlled each of their Affiliates (other than any such Affiliate that is listed on a national securities exchange) not to, and each of Xxxxxx Xxxxxxxxx and DW Lips covenants and agrees with the Company that they shall not, and shall cause each 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 the Chief Executive Officer of the Company a Principal Holder or by a resolution of a majority of the Directors or pursuant to a transaction (x) in which the Company Boardhas entered into a definitive agreement or (y) the Board has recommended in favor of, take any of the actions set forth below (or take any action that would require the Company to make an announcement regarding any of the following:): (a) 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, cause, offer or propose (whether publicly or otherwise) or participate in: (i) any acquisition of beneficial ownership of Voting Securities of the Company which would result in a breach of Section 6.1 of this Agreement; (ii) any tender or exchange offer, merger, consolidation, share exchange, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company or any 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; provided that, if such transaction is being conducted by a third-party unaffiliated with such Investor, the foregoing shall not prevent such Investor from tendering, exchanging, exercising voting rights in respect of, or otherwise exercising rights in respect of and opting to receive the benefit of such transactions in the same manner as offered to other holders of the Company’s Common Stock not participating in the “group” (as such term is used in Section 13(d)(3) of the Exchange Act) conducting such transaction; or (iiiii) any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules of the SEC, SEC but without regard to the exclusion set forth in Section 14a-1(l)(2)(iv14a-1(1)(2)(iv) from the definition of “"solicitation”") with respect to the Company or any of its Affiliates or any action resulting in the StockholderXxxx Xxxxx, Vulcan, any Affiliate of Xxxx Xxxxx or any of its controlled Affiliates, Vulcan 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.subsidiaries; (b) propose any matter for submission to a vote of stockholders of the Company or any call or seek to call a meeting of its Affiliatesthe stockholders of the Company; (c) seek election to, seek to place a representative on, on or seek the removal ofof any Director, any director except the Class C Director pursuant to the Charter; provided, however, that nothing in this Section 4.02(c) shall restrict the manner in which a Vulcan Stockholder may vote its shares of the Company or any of its AffiliatesCommon Stock; (d) except as contemplated by this Agreement and except for proxies granted to Affiliates of the Stockholder (and their respective employees, attorneys and agents (other than Persons who are attorneys and agents solely as a result of the granting of such proxy), grant any proxy with respect to any Capital 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); (e) execute any written consent with respect to any Common Stock other than in respect of the election or removal of the Class C Director or at the request of a Principal Holder or the Chief Executive Officer of the Company; (ef) form, join or participate in a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) Group with respect to any Capital Common Stock of the Company, or deposit any Capital Common Stock of the Company in a voting trust or, except as contemplated by this Agreement, or subject any Capital Common Stock of the Company to any arrangement or agreement with respect to the voting of such Capital Common Stock or other agreement having similar effecteffect (in each case except with the Class B Holders); (fg) except pursuant to the Charter as it relates to the Class C Director, take any other actions action to seek to affect the control of the Company management or Board or the management of the Company or any of its Affiliates, including publicly suggesting or announcing its willingness to engage in or have another Person engage in a transaction that could reasonably be expected to result in a business combination or to increase the percentage of Capital Stock owned by the Investor; provided that from and after the first anniversary of this Agreement, each Investor and its Affiliates shall not be prohibited by this clause (g) from acquiring Capital Stock transaction of the Companytype described in Section 4.02(a)(i); provided, however, that nothing in this Section 4.02(g) shall restrict the manner in which a Vulcan Stockholder may vote its shares of Common Stock; (gh) enter into any discussions, negotiations, arrangements or understandings with any Persons Person with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; orforegoing (in each case except with the Class B Holders); (hi) disclose to any Person (other than an Affiliate) Person, or otherwise induce, encourage, discuss or facilitate, any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article II III or form any such intention which would result in the Company or any of its Affiliates or any Investor Class B Holder or any Affiliates of its Affiliates any Class B Holder being required to make any such disclosure in any filing with a Governmental Authority governmental entity or being required to make a public announcement with respect thereto; (j) bring any action or otherwise act to contest the validity of this Article IV (including this Section 4.02) or seek a release from the restrictions contained in this Article IV; providedor (k) request the Company or any of its Affiliates, howeverdirectors, that notwithstanding officers, employees, representatives, advisors or agents, or any party hereto, directly or indirectly, to amend or waive this Article IV, the foregoing restrictions, each Investor shall be entitled to make any disclosure required by securities Charter or the Restated By-laws (or similar disclosure lawsconstituent documents) of the Company or any of its Affiliates (except for such amendments and waivers relating to the rights, powers or preferences of the Class C Stock or the Class C Director). Each of Xxxx Xxxxx and each Vulcan Stockholder covenants and agrees with the Company that they shall not cause any of their respective Affiliates that are listed on a national securities exchange to take any of the actions prohibited by this Section 4.02 and will not vote any securities of any such Affiliate in favor of the taking of such actions (in each case, as advised in writing by outside counsel reasonably familiar with if this Section 4.01 applied to such matters; provided, further that Affiliates). Notwithstanding the Stockholder shall not be prohibited from requesting that the Company Board consider nominating a designee of the Stockholder for election to the Company Board and, if so elected, from assisting such designee in the conduct of such designee’s office and the fulfillment of such designee’s fiduciary duties in such office. Subject to Section 7.1foregoing, nothing in this AgreementSection 4.02 shall in any way restrict the Class C Director, including this Section 6.2in his capacity as a Director or Board committee member, will prohibit, limit, condition from exercising his or delay each Investor’s ability (i) to vote her fiduciary duties and taking any action in such capacity (including by proxyvoting in his capacity as a Director or Board committee member) or consent with respect that he deems to any matter properly brought before stockholders be in the best interest of the Company for a vote or consent, or (ii) to tender or exchange its shares); provided, further, that the Stockholder shall not be required to take any such action as a result of the request of the Company or a resolution of the Company Board, but, if so requested, prior to receipt of written notice from the Company to the contrary, the Stockholder may continue to take such actions that are reasonably related to the matters addressed in, reasonably in furtherance of, and not in conflict with, such request or resolution and, if available, the publicly stated position of the Company with respect to the matters addressed thereinCompany.

Other Restrictions. Each The Stockholder represents, covenants and agrees that, except as contemplated by this Agreement: (i) the Stockholder shall not grant any proxy or power of attorney, or deposit any Shares into a voting trust or enter into a voting agreement or other arrangement, with respect to the voting of Shares (each a “Voting Proxy”) except as provided by this Agreement; and (ii) except for the Voting Agreement, which shall remain in full force and effect in accordance with its terms (as amended from time to time hereafter), the Stockholder has not granted, entered into or otherwise created any Voting Proxy which is currently (or which will hereafter become) effective, and if any Voting Proxy other than the Voting Agreement has been created, such Voting Proxy is hereby revoked. The Stockholder hereby covenants and agrees that during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 below, that it shall not take any of the Investors shall not, and will cause its controlled Affiliates not to, directly or indirectly, alone or in concert with othersfollowing actions, unless otherwise specifically requested invited in writing by the Chief Executive Officer of the Company or by a resolution of the Company Board, take any of the actions set forth below (or take any action that would require the Company to make an announcement regarding any of the following: : (a) effect, effect or seek, offer, engage in, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate inin or in any way assist, facilitate or assist encourage any other Person person to effect, effect or seek, engage in, offer, cause, offer or propose (whether publicly or otherwise) to effect or participate in: , (i) any acquisition of beneficial ownership of Voting Securities any assets, indebtedness or businesses of the Company which would result in a breach or any of Section 6.1 of this Agreement; its subsidiaries or affiliates, (ii) any tender or exchange offer, mergermerger or other business combination involving the Company, consolidationany of the subsidiaries or affiliates or assets of the Company or the subsidiaries or affiliates constituting a significant portion of the consolidated assets of the Company and its subsidiaries or affiliates, share exchange, business combination, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving with respect to the Company or any material portion of its business subsidiaries or any purchase of all or any substantial part of the assets of the Company or any material portion of its business; provided that, if such transaction is being conducted by a third-party unaffiliated with such Investor, the foregoing shall not prevent such Investor from tendering, exchanging, exercising voting rights in respect ofaffiliates, or otherwise exercising rights in respect of and opting to receive the benefit of such transactions in the same manner as offered to other holders of the Company’s Common Stock not participating in the “group” (as such term is used in Section 13(d)(3) of the Exchange Act) conducting such transaction; or (iiiiv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SECSecurities and Exchange Commission) or consents to vote any voting securities of the Company or any of its affiliates; (b) form, but without regard to join or in any way participate in a “group” (as defined under the exclusion set forth in Section 14a-1(l)(2)(iv1934 Act) from the definition of (any such group, a “solicitationGroup”) with respect to the Company or otherwise act in concert with any person in respect of its Affiliates any such Securities; (c) otherwise act, alone or any action resulting in concert with others, to seek representation on or to control or influence the Stockholdermanagement, Board of Directors or any of its controlled Affiliates, 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. (b) propose any matter for submission to a vote of stockholders policies of the Company or any to obtain representation on the Board of its Affiliates; (c) seek election to, seek to place a representative on, or seek the removal of, any director Directors of the Company or any of its Affiliates; Company; (d) except as contemplated by this Agreement and except for proxies granted to Affiliates of the Stockholder (and their respective employees, attorneys and agents (other than Persons who are attorneys and agents solely as a result of the granting of such proxy), grant any proxy with respect to any Capital Stock of the Company; (e) form, join or participate in a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with respect to any Capital Stock of the Company, or deposit any Capital Stock of the Company in a voting trust or, except as contemplated by this Agreement, subject any Capital Stock of the Company to any arrangement or agreement with respect to the voting of such Capital Stock or other agreement having similar effect; (f) take any other actions to seek to affect the control of the Company Board action which would or the management of the Company or any of its Affiliates, including publicly suggesting or announcing its willingness to engage in or have another Person engage in a transaction that could would reasonably be expected to result force the Company to make a public announcement regarding any of the types of matters set forth in a business combination or to increase the percentage of Capital Stock owned by the Investor; provided that from and after the first anniversary of this Agreement, each Investor and its Affiliates shall not be prohibited by this clause (ga) from acquiring Capital Stock of the Company; above; or (ge) enter into any discussions, negotiations, discussions or arrangements or understandings with any Persons third party with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; or (h) disclose to any Person (other than an Affiliate) or otherwise induce, encourage, discuss or facilitate, any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article II or form any such intention which would result in the Company or any of its Affiliates or any Investor or any of its Affiliates being required to make any such disclosure in any filing with a Governmental Authority or being required to make a public announcement with respect thereto; provided, however, that notwithstanding the foregoing restrictions, each Investor shall be entitled to make any disclosure required by securities or similar disclosure laws, as advised in writing by outside counsel reasonably familiar with such matters; provided, further that the Stockholder shall not be prohibited from requesting that the Company Board consider nominating a designee of the Stockholder for election to the Company Board and, if so elected, from assisting such designee in the conduct of such designee’s office and the fulfillment of such designee’s fiduciary duties in such office. Subject to Section 7.1, nothing in this Agreement, including this Section 6.2, will prohibit, limit, condition or delay each Investor’s ability (i) to vote (including by proxy) or consent with respect to any matter properly brought before stockholders of the Company for a vote or consent, or (ii) to tender or exchange its shares); provided, further, that the Stockholder shall not be required to take any such action as a result of the request of the Company or a resolution of the Company Board, but, if so requested, prior to receipt of written notice from the Company to the contrary, the Stockholder may continue to take such actions that are reasonably related to the matters addressed in, reasonably in furtherance of, and not in conflict with, such request or resolution and, if available, the publicly stated position of the Company with respect to the matters addressed therein.

Other Restrictions. Each Stockholder covenants and agrees, severally and not jointly with any other Stockholder, with the Company that, until the earlier of the Investors fifty-four (54) month anniversary of the Closing Date and the first date upon which such Stockholder, together with its Counted Permitted Transferees, beneficially owns Voting Securities that represent in the aggregate less than 5% of the Total Voting Power, such Stockholder shall not, and will shall not cause any of its controlled Affiliates not to, directly or indirectly, alone or in concert with others, unless specifically requested in writing by the Chief Executive Officer of the Company or by a resolution of the Company Board, take any of the actions set forth below (or take any action that would require the Company to make an announcement regarding any of the following:): (ai) except as expressly permitted by Sections 2.02(a) or 2.02(b), 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, cause, offer or propose (whether publicly or otherwise) or participate in: (i) any acquisition of beneficial ownership of Voting Securities of the Company which would result in a breach of Section 6.1 of this Agreement; (ii) any tender or exchange offer, merger, consolidation, share exchange, business combination, recapitalization, restructuring, liquidation, dissolution dissolution, share exchange or other extraordinary transaction involving the Company or any material portion of its business or any purchase of all or any substantial part of the assets of the Company or any material portion of its business; provided that, if such transaction is business (it being conducted by a third-party unaffiliated with such Investor, the foregoing understood that this clause (i) of this Section 3.01(b) shall not prevent such Investor restrict a Stockholder from tenderingTransferring any of its shares of Company Common Stock to the extent expressly permitted by Sections 2.02(a) or 2.02(b), exchangingincluding pursuant to a Qualified Transfer); (ii) take or propose to take any action to seek to affect the control of the management of the Company or any of the businesses, exercising voting rights in respect of, operations or otherwise exercising rights in respect of and opting to receive the benefit of such transactions in the same manner as offered to other holders policies of the Company’s Common Stock not participating in the “group” , including through (as such term is used in Section 13(d)(3) of the Exchange Act) conducting such transaction; or (iiiA) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC, SEC but without regard to the exclusion set forth in Section 14a-1(l)(2)(iv) from the definition of “solicitation”) with respect to vote any securities of the Company or any of its Affiliates or consents to any action resulting in from any holder of any Voting Securities, (B) publicly announcing its desire to affect the Stockholder, or any of its controlled Affiliates, or such other Person becoming a “participant” in any “election contest” (as such terms are used in the proxy rules control of the SEC) with respect to management or policies of the Company or (C) any of its Subsidiaries.filings with any government or judicial authority; (biii) propose any matter for submission call or seek to call a vote special meeting of the stockholders of the Company or nominate any of its Affiliates; (c) seek election to, seek to place a representative on, or seek the removal of, any director of the Company or any of its Affiliates; (d) except as contemplated by this Agreement and except for proxies granted to Affiliates of the Stockholder (and their respective employees, attorneys and agents (other than Persons who are attorneys and agents solely person as a result of Director or propose any matter to be voted upon by the granting of such proxy), grant any proxy with respect to any Capital Stock stockholders of the Company; (eiv) form, join or participate in a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with respect to any Capital Stock of the Company, or deposit any Capital Stock securities of the Company in into a voting trust or, except as contemplated by this Agreement, or subject any Capital Stock securities of the Company to any agreement or arrangement or agreement with respect to the voting of such Capital Stock securities with any third party , other than any agreement or other agreement having similar effectarrangement set forth in the organizational documents of such Stockholder; (fv) seek to amend or waive any provision of Section 3.01 (other than a proposal made privately to the Board in a manner that is not intended to result in the Company being required to make any public disclosure or other public announcement related to such proposal); (vi) take any other actions action, make any statement, or disclose any intention, that to seek to affect the control such Stockholder’s knowledge is inconsistent with any of the Company Board or the management of the Company or any of its Affiliates, including publicly suggesting or announcing its willingness to engage in or have another Person engage in a transaction that could reasonably be expected to result in a business combination or to increase the percentage of Capital Stock owned by the Investorforegoing; provided that from and after the first anniversary of this Agreement, each Investor and its Affiliates shall not be prohibited by this clause (g) from acquiring Capital Stock of the Company;or (gvii) enter into any discussions, negotiations, arrangements or understandings with any Persons Person inconsistent with respect to any of the foregoing, or advise, assist, assist or encourage or seek to persuade others to take any action Person in connection with respect to any of the foregoing; or (h) disclose to any Person (other than an Affiliate) or otherwise induce, encourage, discuss or facilitate, any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article II or form any such intention which would result in the Company or any of its Affiliates or any Investor or any of its Affiliates being required to make any such disclosure in any filing with a Governmental Authority or being required to make a public announcement with respect thereto; provided, however, that notwithstanding the foregoing restrictions, each Investor shall be entitled to make any disclosure required by securities or similar disclosure laws, as advised in writing by outside counsel reasonably familiar with such matters; provided, further that the Stockholder shall not be prohibited from requesting that the Company Board consider nominating a designee of the Stockholder for election to the Company Board and, if so elected, from assisting such designee in the conduct of such designee’s office and the fulfillment of such designee’s fiduciary duties in such office. Subject to Section 7.1, nothing in this Agreement, including this Section 6.2, will prohibit, limit, condition or delay each Investor’s ability (i) to vote (including by proxy) or consent with respect to any matter properly brought before stockholders of the Company for a vote or consent, or (ii) to tender or exchange its shares); provided, further, that the Stockholder shall not be required to take any such action as a result of the request of the Company or a resolution of the Company Board, but, if so requested, prior to receipt of written notice from the Company to the contrary, the Stockholder may continue to take such actions that are reasonably related to the matters addressed in, reasonably in furtherance of, and not in conflict with, such request or resolution and, if available, the publicly stated position of the Company with respect to the matters addressed therein.

Other Restrictions. Each of During the Investors shall notStandstill Period and subject to Section 4.01(c), neither Parent nor the Investor shall, and will neither Parent nor the Investor shall cause their respective Affiliates to, except through any actions of any of its controlled Affiliates not toInvestor Designees in their capacities as Directors, directly or indirectly, alone or in concert with others, unless specifically requested in writing by the Chief Executive Officer of the Company or by a resolution of the Company Board, take any of the actions set forth below (or take any action that would require the Company to make an announcement regarding any of the following:): (ai) except as expressly permitted by Section 3.02(a) in connection with a Qualified Transfer, effect, seek, offer, engage in, propose (whether publicly or otherwise) or cause or participate in, or assist any other Person to effect, seek, offer, engage in, offer, cause, propose (whether publicly or otherwise) or participate in: (i) , or solicit, initiate, encourage or facilitate any acquisition offer or proposal for, or any indication of beneficial ownership of Voting Securities of the Company which would result in a breach of Section 6.1 of this Agreement; (ii) interest in, any tender or exchange offer, merger, consolidation, share exchange, business combination, recapitalization, restructuring, liquidation, dissolution dissolution, share exchange, sale, disposition, purchase, acquisition or other extraordinary transaction involving the Company Company, any of its Subsidiaries or any material portion of any of their respective businesses or assets; provided that Parent or the Investor may make a proposal privately to the Board (which proposal (A) shall not be publicly disclosed by Parent or the Investor and (B) the Board can accept or reject in its business sole discretion) in a manner that is not intended to and would not reasonably be likely to result in the Company being required to make any public disclosure or other public announcement related to such proposal; (ii) arrange, or in any way participate in, any financing for the purchase of any Voting Securities or any purchase of all securities convertible or exchangeable or exercisable for any substantial part Voting Securities or assets of the Company, except for such Voting Securities or assets of as are then being offered for sale by the Company or any material portion of its business; provided that, if such transaction is being conducted by a third-party unaffiliated with such Investor, the foregoing shall not prevent such Investor from tendering, exchanging, exercising voting rights in respect of, or otherwise exercising rights in respect of and opting to receive the benefit of such transactions in the same manner as offered to other holders of the Company’s Common Stock not participating in the “group” (as such term is used in Section 13(d)(3) of the Exchange Act) conducting such transaction; orSubsidiaries; (iii) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC, SEC but without regard to the exclusion set forth in Section Rule 14a-1(l)(2)(iv) under the Exchange Act from the definition of “solicitation”) to vote or deliver a written consent with respect to, or seek to advise or influence in any manner whatsoever any Person with respect to the Company voting of, any Voting Securities on any matter (whether or not relating to the election or removal of Directors) or agree or announce its intention to vote with any of its Affiliates Person undertaking a “solicitation,” except to the extent required by applicable Law; (iv) take or propose to take any action resulting in to seek or propose (whether through public announcement, filings with any Governmental Authority or otherwise) to control, change or influence the Stockholdermanagement, Board or any policies of its controlled Affiliates, 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.; (bv) propose seek, alone or in concert with any matter for submission other Person, (A) to call a vote meeting of the stockholders of the Company or initiate any of its Affiliates; (c) seek election to, seek to place a representative on, or seek the removal of, any director stockholder proposal for action by stockholders of the Company Company, (B) additional representation on the Board or nominate or remove any of its Affiliates; person as a Director, (dC) except as contemplated by this Agreement and except for proxies granted to Affiliates a change in the composition or size of the Stockholder Board or (and their respective employees, attorneys and agents (D) to propose any other than Persons who are attorneys and agents solely as a result of matter to be voted upon by the granting of such proxy), grant any proxy with respect to any Capital Stock stockholders of the Company; (evi) form, join or participate in a “group” (as such term is used in Section 13(d)(3) deposit any securities of the Exchange Act) Company into a voting trust or subject any Voting Securities to any agreement or arrangement (including by granting any proxies with respect to any Capital Stock of the Company, or deposit any Capital Stock of the Company in a voting trust or, except as contemplated by this Agreement, subject any Capital Stock of the Company Voting Securities to any arrangement or agreement third party with respect to the voting of such Capital Stock Voting Securities with any third party, other than pursuant to any agreement or other agreement having similar effectarrangement of the Investor set forth in the organizational or governance documents of the Investor existing on the date hereof; (fvii) form, join or in any way participate in a 13D Group with respect to any Voting Securities (other than a 13D Group composed of the Investor); (viii) seek to amend or waive any provision of this Section 4.01, provided that Parent or the Investor may make a proposal privately to the Board (which the Board can accept or reject in its sole discretion) in a manner that is not intended to and would not reasonably be likely to result in the Company being required to make any public disclosure or other public announcement related to such proposal; (ix) take any action, make any statement or publicly disclose any intention, plan, arrangement or other actions to seek to affect the control contract that is prohibited by, or inconsistent with, any of the Company Board or the management of the Company or any of its Affiliates, including publicly suggesting or announcing its willingness to engage in or have another Person engage in a transaction that could reasonably be expected to result in a business combination or to increase the percentage of Capital Stock owned by the Investorforegoing; provided that from and after the first anniversary of this Agreement, each Investor and its Affiliates shall not be prohibited by this clause (g) from acquiring Capital Stock of the Company;or (gx) enter into any discussions, negotiations, arrangements or understandings with any Persons Person inconsistent with respect to any of the foregoing, or advise, assist, assist or encourage or seek to persuade others to take any action Person in connection with respect to any of the foregoing; or (h) disclose to any Person (other than an Affiliate) or otherwise induce, encourage, discuss or facilitate, any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article II or form any such intention which would result in the Company or any of its Affiliates or any Investor or any of its Affiliates being required to make any such disclosure in any filing with a Governmental Authority or being required to make a public announcement with respect thereto; provided, however, that notwithstanding the foregoing restrictions, each Investor shall be entitled to make any disclosure required by securities or similar disclosure laws, as advised in writing by outside counsel reasonably familiar with such matters; provided, further that the Stockholder shall not be prohibited from requesting that the Company Board consider nominating a designee of the Stockholder for election to the Company Board and, if so elected, from assisting such designee in the conduct of such designee’s office and the fulfillment of such designee’s fiduciary duties in such office. Subject to Section 7.1, nothing in this Agreement, including this Section 6.2, will prohibit, limit, condition or delay each Investor’s ability (i) to vote (including by proxy) or consent with respect to any matter properly brought before stockholders of the Company for a vote or consent, or (ii) to tender or exchange its shares); provided, further, that the Stockholder shall not be required to take any such action as a result of the request of the Company or a resolution of the Company Board, but, if so requested, prior to receipt of written notice from the Company to the contrary, the Stockholder may continue to take such actions that are reasonably related to the matters addressed in, reasonably in furtherance of, and not in conflict with, such request or resolution and, if available, the publicly stated position of the Company with respect to the matters addressed therein.

Other Restrictions. Each of Xxxx Xxxxx and each Vulcan Stockholder covenants and agrees with the Investors Company that they (x) shall not, (y) shall cause each of their respective Affiliates Controlled By any of them (other than any such Affiliate that is listed on a national securities exchange) not to and will (z) shall use their reasonable best efforts to cause its controlled each of their respective Affiliates not Controlled By any of them (other than any such Affiliate that is listed on a national securities exchange) not to, in each case, 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 the Chief Executive Officer of the Company a Principal Holder or by a resolution of a majority of the Directors or pursuant to a transaction (x) in which the Company Boardhas entered into a definitive agreement or (y) the Board has recommended in favor of, take any of the actions set forth below (or take any action that would require the Company to make an announcement regarding any of the following: (a) ): 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, cause, offer or propose (whether publicly or otherwise) or participate in: (i) any acquisition of beneficial ownership of Voting Securities of the Company which would result in a breach of Section 6.1 of this Agreement; (ii) : any tender or exchange offer, merger, consolidation, share exchange, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company or any 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; provided that, if such transaction is being conducted by a third-party unaffiliated with such Investor, the foregoing shall not prevent such Investor from tendering, exchanging, exercising voting rights in respect of, or otherwise exercising rights in respect of and opting to receive the benefit of such transactions in the same manner as offered to other holders of the Company’s Common Stock not participating in the “group” (as such term is used in Section 13(d)(3) of the Exchange Act) conducting such transaction; or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC, SEC but without regard to the exclusion set forth in Section 14a-1(l)(2)(iv14a-1(1)(2)(iv) from the definition of “solicitation”) with respect to the Company or any of its Affiliates or any action resulting in the StockholderXxxx Xxxxx, DWI II, any Affiliate of Xxxx Xxxxx or any of its controlled Affiliates, DWI II 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. (b) subsidiaries; propose any matter for submission to a vote of stockholders of the Company or any call or seek to call a meeting of its Affiliates; (c) the stockholders of the Company; seek election to, seek to place a representative on, on or seek the removal ofof any Director, any director except the Class C Director pursuant to the Charter; provided, however, that nothing in this Section 4.02(c) shall restrict the manner in which a Vulcan Stockholder may vote its shares of the Company or any of its Affiliates; (d) except as contemplated by this Agreement and except for proxies granted to Affiliates of the Stockholder (and their respective employees, attorneys and agents (other than Persons who are attorneys and agents solely as a result of the granting of such proxy), Common Stock; grant any proxy with respect to any Capital 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 in respect of the election or removal of the Class C Director or at the request of a Principal Holder or the Chief Executive Officer of the Company; (e) ; form, join or participate in a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) Group with respect to any Capital Common Stock of the Company, or deposit any Capital Common Stock of the Company in a voting trust or, except as contemplated by this Agreement, or subject any Capital Common Stock of the Company to any arrangement or agreement with respect to the voting of such Capital Common Stock or other agreement having similar effect; effect (f) in each case except with the Class B Holders); except pursuant to the Charter as it relates to the Class C Director, take any other actions action to seek to affect the control of the Company management or Board or the management of the Company or any of its Affiliates, including publicly suggesting or announcing its willingness to engage in or have another Person engage in a transaction that could reasonably be expected to result in a business combination or to increase the percentage of Capital Stock owned by the Investor; provided that from and after the first anniversary of this Agreement, each Investor and its Affiliates shall not be prohibited by this clause (g) from acquiring Capital Stock transaction of the Company; (gtype described in Section 4.02(a)(i); provided, however, that nothing in this Section 4.02(g) shall restrict the manner in which a Vulcan Stockholder may vote its shares of Common Stock; enter into any discussions, negotiations, arrangements or understandings with any Persons Person with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoingforegoing (in each case except with the Class B Holders); or (h) disclose to any Person (other than an Affiliate) Person, or otherwise induce, encourage, discuss or facilitate, any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article II III or form any such intention which would result in the Company or any of its Affiliates or any Investor Class B Holder or any Affiliates of its Affiliates any Class B Holder being required to make any such disclosure in any filing with a Governmental Authority governmental entity or being required to make a public announcement with respect thereto; provided, however, that notwithstanding bring any action or otherwise act to contest the foregoing restrictions, each Investor shall be entitled to make any disclosure required by securities or similar disclosure laws, as advised in writing by outside counsel reasonably familiar with such matters; provided, further that the Stockholder shall not be prohibited from requesting that the Company Board consider nominating a designee validity of the Stockholder for election to the Company Board and, if so elected, from assisting such designee in the conduct of such designee’s office and the fulfillment of such designee’s fiduciary duties in such office. Subject to Section 7.1, nothing in this Agreement, Article IV (including this Section 6.2, will prohibit, limit, condition or delay each Investor’s ability (i) to vote (including by proxy4.02) or consent with respect to any matter properly brought before stockholders of seek a release from the restrictions contained in this Article IV; or request the Company for a vote or consentany of its Affiliates, directors, officers, employees, representatives, advisors or agents, or any party hereto, directly or indirectly, to amend or waive this Article IV, the Charter or the Restated By-laws (iior similar constituent documents) to tender or exchange its shares); provided, further, that the Stockholder shall not be required to take any such action as a result of the request of the Company or a resolution any of its Affiliates (except for such amendments and waivers relating to the rights, powers or preferences of the Company Board, but, if so requested, prior to receipt Class C Stock or the Class C Director). Each of written notice from Xxxx Xxxxx and each Vulcan Stockholder covenants and agrees with the Company to the contrary, the Stockholder may continue that they shall not cause any of their respective Affiliates that are listed on a national securities exchange to take any of the actions prohibited by this Section 4.02 and will not vote any securities of any such Affiliate in favor of the taking of such actions that are reasonably related (in each case, as if this Section 4.01 applied to the matters addressed in, reasonably in furtherance of, and not in conflict with, such request or resolution and, if available, the publicly stated position of the Company with respect to the matters addressed thereinAffiliates).

Other Restrictions. Each of Paul Allen and each Vulcan Stockholder covenants and agrees with the Investors Xxxxxxx xhat they (x) shall not, (y) shall cause each of their respective Affiliates Controlled By any of them (other than any such Affiliate that is listed on a national securities exchange) not to and will (z) shall use their reasonable best efforts to cause its controlled each of their respective Affiliates not Controlled By any of them (other than any such Affiliate that is listed on a national securities exchange) not to, in each case, 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 the Chief Executive Officer of the Company a Principal Holder or by a resolution of a majority of the Directors or pursuant to a transaction (x) in which the Company Boardhas entered into a definitive agreement or (y) the Board has recommended in favor of, take any of the actions set forth below (or take any action that would require the Company to make an announcement regarding any of the following:): (a) 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, cause, offer or propose (whether publicly or otherwise) or participate in: (i) any acquisition of beneficial ownership of Voting Securities of the Company which would result in a breach of Section 6.1 of this Agreement; (ii) any tender or exchange offer, merger, consolidation, share exchange, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company or any 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; provided that, if such transaction is being conducted by a third-party unaffiliated with such Investor, the foregoing shall not prevent such Investor from tendering, exchanging, exercising voting rights in respect of, or otherwise exercising rights in respect of and opting to receive the benefit of such transactions in the same manner as offered to other holders of the Company’s Common Stock not participating in the “group” (as such term is used in Section 13(d)(3) of the Exchange Act) conducting such transaction; or (iiiii) any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules of the SEC, SEC but without regard to the exclusion set forth in Section 14a-1(l)(2)(iv14a-1(1)(2)(iv) from the definition of “"solicitation”") with respect to the Company or any of its Affiliates or any action resulting in the StockholderPaul Allen, DWI II, any Affiliate of Paul Allen or any of its controlled Affiliates, DWI II or such other otxxx Person becoming a “participant” in any “"participxxx" xx xxy "election contest” " (as such terms are used in the proxy rules of the SEC) with respect to the Company or any of its Subsidiaries.subsidiaries; (b) propose any matter for submission to a vote of stockholders of the Company or any call or seek to call a meeting of its Affiliatesthe stockholders of the Company; (c) seek election to, seek to place a representative on, on or seek the removal ofof any Director, any director except the Class C Director pursuant to the Charter; provided, however, that nothing in this Section 4.02(c) shall restrict the manner in which a Vulcan Stockholder may vote its shares of the Company or any of its AffiliatesCommon Stock; (d) except as contemplated by this Agreement and except for proxies granted to Affiliates of the Stockholder (and their respective employees, attorneys and agents (other than Persons who are attorneys and agents solely as a result of the granting of such proxy), grant any proxy with respect to any Capital 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); (e) execute any written consent with respect to any Common Stock other than in respect of the election or removal of the Class C Director or at the request of a Principal Holder or the Chief Executive Officer of the Company; (ef) form, join or participate in a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) Group with respect to any Capital Common Stock of the Company, or deposit any Capital Common Stock of the Company in a voting trust or, except as contemplated by this Agreement, or subject any Capital Common Stock of the Company to any arrangement or agreement with respect to the voting of such Capital Common Stock or other agreement having similar effecteffect (in each case except with the Class B Holders); (fg) except pursuant to the Charter as it relates to the Class C Director, take any other actions action to seek to affect the control of the Company management or Board or the management of the Company or any of its Affiliates, including publicly suggesting or announcing its willingness to engage in or have another Person engage in a transaction that could reasonably be expected to result in a business combination or to increase the percentage of Capital Stock owned by the Investor; provided that from and after the first anniversary of this Agreement, each Investor and its Affiliates shall not be prohibited by this clause (g) from acquiring Capital Stock transaction of the Companytype described in Section 4.02(a)(i); provided, however, that nothing in this Section 4.02(g) shall restrict the manner in which a Vulcan Stockholder may vote its shares of Common Stock; (gh) enter into any discussions, negotiations, arrangements or understandings with any Persons Person with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; orforegoing (in each case except with the Class B Holders); (hi) disclose to any Person (other than an Affiliate) Person, or otherwise induce, encourage, discuss or facilitate, any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article II III or form any such intention which would result in the Company or any of its Affiliates or any Investor Class B Holder or any Affiliates of its Affiliates any Class B Holder being required to make any such disclosure in any filing with a Governmental Authority governmental entity or being required to make a public announcement with respect thereto; (j) bring any action or otherwise act to contest the validity of this Article IV (including this Section 4.02) or seek a release from the restrictions contained in this Article IV; providedor (k) request the Company or any of its Affiliates, howeverdirectors, that notwithstanding officers, employees, representatives, advisors or agents, or any party hereto, directly or indirectly, to amend or waive this Article IV, the foregoing restrictions, each Investor shall be entitled to make any disclosure required by securities Charter or the Restated By-laws (or similar disclosure lawsconstituent documents) of the Company or any of its Affiliates (except for such amendments and waivers relating to the rights, powers or preferences of the Class C Stock or the Class C Director). Each of Paul Allen and each Vulcan Stockholder covenants and agrees with the Xxxxxxx xhat they shall not cause any of their respective Affiliates that are listed on a national securities exchange to take any of the actions prohibited by this Section 4.02 and will not vote any securities of any such Affiliate in favor of the taking of such actions (in each case, as advised if this Section 4.01 applied to such Affiliates). Notwithstanding anything herein to the contrary, nothing in writing by outside counsel reasonably familiar with such matters; providedSection 4.01 or this Section 4.02 shall in any way restrict Paul Allen or any Vulcan Stockholder or the Class C Director, further that the Stockholder shall not be prohibited from requesting that in thexx xxxxxxxy as a director or board committee member of the Company Board consider nominating a designee of the Stockholder for election to the Company Board and, if so electedor any non-wholly owned Affiliate, from assisting such designee in the conduct of such designee’s office and the fulfillment of such designee’s exercising their fiduciary duties in such office. Subject to Section 7.1, nothing in this Agreement, including this Section 6.2, will prohibit, limit, condition or delay each Investor’s ability (i) to vote capacity (including by proxy) or consent with respect to any matter properly brought before stockholders of the Company for a vote or consent, or (ii) to tender or exchange its shares); provided, further, that the Stockholder shall not be required to take any such action voting in their capacity as a result of director or board committee member) as they deem to be in the request best interest of the Company or a resolution such non-wholly owned Affiliate, as applicable. For purposes hereof, the term "non-wholly owned Affiliate" shall mean an Affiliate of Paul Allen or any Vulcan Stockholder any portion of the Company Boardequity of whxxx xx xxxed by a Person that is not (1) a Vulcan Party or (2) an officer, butdirector, if so requested, prior to receipt employee or other representative of written notice from the Company to the contrary, the Stockholder may continue to take such actions that are reasonably related to the matters addressed in, reasonably in furtherance of, and not in conflict with, such request or resolution and, if available, the publicly stated position of the Company with respect to the matters addressed thereina Vulcan Party.

Other Restrictions. Each Stockholder covenants and agrees, severally and not jointly with any other Stockholder, with the Company that, until the earlier of the Investors fifth anniversary of the Closing Date and the first date upon which such Stockholder, together with its Counted Permitted Transferees, beneficially owns Voting Securities that represent in the aggregate less than 5% of the Total Voting Power, such Stockholder shall not, and will shall not cause any of its controlled Affiliates not to, directly or indirectly, alone or in concert with others, unless specifically requested in writing by the Chief Executive Officer of the Company or by a resolution of the Company Board, take any of the actions set forth below (or take any action that would require the Company to make an announcement regarding any of the following:): (ai) except as expressly permitted by Sections 2.02(a) or 2.02(b), 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, cause, offer or propose (whether publicly or otherwise) or participate in: (i) any acquisition of beneficial ownership of Voting Securities of the Company which would result in a breach of Section 6.1 of this Agreement; (ii) any tender or exchange offer, merger, consolidation, share exchange, business combination, recapitalization, restructuring, liquidation, dissolution dissolution, share exchange or other extraordinary transaction involving the Company or any material portion of its business or any purchase of all or any substantial part of the assets of the Company or any material portion of its business; provided that; (ii) take or propose to take any action to seek to affect the control of the management of the Company or any of the businesses, if such transaction is being conducted by a third-party unaffiliated with such Investor, the foregoing shall not prevent such Investor from tendering, exchanging, exercising voting rights in respect of, operations or otherwise exercising rights in respect of and opting to receive the benefit of such transactions in the same manner as offered to other holders policies of the Company’s Common Stock not participating in the “group” , including through (as such term is used in Section 13(d)(3) of the Exchange Act) conducting such transaction; or (iiiA) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC, SEC but without regard to the exclusion set forth in Section 14a-1(l)(2)(iv) from the definition of “solicitation”) with respect to vote any securities of the Company or any of its Affiliates or consents to any action resulting in from any holder of any Voting Securities, (B) publicly announcing its desire to affect the Stockholder, or any of its controlled Affiliates, or such other Person becoming a “participant” in any “election contest” (as such terms are used in the proxy rules control of the SEC) with respect to management or policies of the Company or (C) any of its Subsidiaries.filings with any government or judicial authority; (biii) propose any matter for submission call or seek to call a vote special meeting of the stockholders of the Company or nominate any of its Affiliates; (c) seek election to, seek to place a representative on, or seek the removal of, any director of the Company or any of its Affiliates; (d) except as contemplated by this Agreement and except for proxies granted to Affiliates of the Stockholder (and their respective employees, attorneys and agents (other than Persons who are attorneys and agents solely person as a result of Director or propose any matter to be voted upon by the granting of such proxy), grant any proxy with respect to any Capital Stock stockholders of the Company; (eiv) form, join or participate in a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with respect to any Capital Stock of the Company, or deposit any Capital Stock securities of the Company in into a voting trust or, except as contemplated by this Agreement, or subject any Capital Stock securities of the Company to any agreement or arrangement or agreement with respect to the voting of such Capital Stock securities with any third party , other than any agreement or other agreement having similar effectarrangement set forth in the organizational documents of such Stockholder; (fv) seek to amend or waive any provision of Section 3.01 (other than a proposal made privately to the Board in a manner that is not intended to result in the Company being required to make any public disclosure or other public announcement related to such proposal); (vi) take any other actions action, make any statement, or disclose any intention, that to seek to affect the control such Stockholder’s knowledge is inconsistent with any of the Company Board or the management of the Company or any of its Affiliates, including publicly suggesting or announcing its willingness to engage in or have another Person engage in a transaction that could reasonably be expected to result in a business combination or to increase the percentage of Capital Stock owned by the Investorforegoing; provided that from and after the first anniversary of this Agreement, each Investor and its Affiliates shall not be prohibited by this clause (g) from acquiring Capital Stock of the Company;or (gvii) enter into any discussions, negotiations, arrangements or understandings with any Persons Person inconsistent with respect to any of the foregoing, or advise, assist, assist or encourage or seek to persuade others to take any action Person in connection with respect to any of the foregoing; or (h) disclose to any Person (other than an Affiliate) or otherwise induce, encourage, discuss or facilitate, any intention, plan or arrangement inconsistent with the foregoing or with the restrictions on transfer set forth in Article II or form any such intention which would result in the Company or any of its Affiliates or any Investor or any of its Affiliates being required to make any such disclosure in any filing with a Governmental Authority or being required to make a public announcement with respect thereto; provided, however, that notwithstanding the foregoing restrictions, each Investor shall be entitled to make any disclosure required by securities or similar disclosure laws, as advised in writing by outside counsel reasonably familiar with such matters; provided, further that the Stockholder shall not be prohibited from requesting that the Company Board consider nominating a designee of the Stockholder for election to the Company Board and, if so elected, from assisting such designee in the conduct of such designee’s office and the fulfillment of such designee’s fiduciary duties in such office. Subject to Section 7.1, nothing in this Agreement, including this Section 6.2, will prohibit, limit, condition or delay each Investor’s ability (i) to vote (including by proxy) or consent with respect to any matter properly brought before stockholders of the Company for a vote or consent, or (ii) to tender or exchange its shares); provided, further, that the Stockholder shall not be required to take any such action as a result of the request of the Company or a resolution of the Company Board, but, if so requested, prior to receipt of written notice from the Company to the contrary, the Stockholder may continue to take such actions that are reasonably related to the matters addressed in, reasonably in furtherance of, and not in conflict with, such request or resolution and, if available, the publicly stated position of the Company with respect to the matters addressed therein.