Common use of Proxy Matters; Standstill Clause in Contracts

Proxy Matters; Standstill. Purchaser hereby agrees that during the ------------------------- Standstill Period, without the approval of the Board of Directors of the Company or as set forth herein, it will not, nor will it permit any member of the Purchaser Group, to, directly or indirectly, alone or in concert with any other Person: (a) acquire, offer to acquire, seek to acquire or agree to acquire, including, by joining a partnership, limited partnership, syndicate or other "group" (as such term is used in Section 13(d)(3) of the Exchange Act, hereinafter referred to as "13D Group") any securities of the Company entitled to vote generally in the election of directors, or securities convertible into or exercisable or exchangeable for such securities other than (i) Series A Participating Preferred Stock acquired pursuant to the terms of the Rights Agreement and the Common Stock received on conversion thereof; (ii) the Common Stock received on conversion and exercise of the Securities; and (iii) capital stock acquired in connection with a stock split, stock dividend or similar recapitalization by the Company (collectively, "Restricted Securities"); --------------------- (b) make a tender offer, exchange offer or other offer for voting securities of the Company (other than through open market purchases after termination of the restrictions in paragraph (a) above), or otherwise make, or in any way participate in, directly or indirectly, any "solicitation" of "Proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act, but whether or not such solicitation is exempt under Rule 14a-2 under the Exchange Act) with respect to the Company, or initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to the Company or induce or attempt to induce any other person to initiate or propose any stockholder proposal, or seek to advise, encourage or influence any Person with respect to the voting of any securities of the Company; or

Proxy Matters; Standstill. Purchaser (a) Each of the Purchasers hereby agrees that during the ------------------------- Standstill Period, without the approval of the Board of Directors of the Company or as set forth herein, Period (hereinafter defined) it will not, nor will it permit any member of the its Affiliates (any such Purchaser together with its Affiliates being hereinafter referred to as a "Purchaser Group, ") to, directly or indirectly, alone or unless in concert with any other Personsuch case specifically requested in advance to do so by the Board of Directors of the Company: (ai) acquire, offer to acquire, seek to acquire or agree to acquire, includingacquire by purchase, by joining a partnership, limited partnership, syndicate or other "group" (as such term is used in Section 13(d)(3) of the Exchange Act, hereinafter referred to as "13D Group") ), any securities of the Company entitled to vote generally in the election of directors, or securities convertible into or exercisable or exchangeable for such securities other than (icollectively, "Restricted Securities") Series A Participating Preferred Stock or any material portion of the assets or businesses of the Company and its Subsidiaries if and to the extent that (a) such action would trigger a Change of Control provision in one of the contracts described in Section 5.01(c)(iv), (b) such action would trigger indemnity by the Company under its Tax Sharing Agreement or (c) such action has not received any requisite approval from governmental authorities; provided, however, that nothing contained herein shall prohibit any member of a Purchaser Group from acquiring any Restricted Securities (w) upon conversion of convertible securities of the Company acquired pursuant to the terms this Agreement or otherwise contemplated hereby, (x) as a result of the Rights Agreement and the Common Stock received on conversion thereof; (ii) the Common Stock received on conversion and exercise of the Securities; and (iii) capital stock acquired in connection with a stock split, stock dividend or similar recapitalization by the Company Company, (collectivelyy) upon the execution of unsolicited buy orders by any member of a Purchaser Group which is a registered broker-dealer for the bona fide accounts of its brokerage customers unaffiliated and not acting in concert with any member of such Purchaser, or (z) pursuant to the exercise of any warrant, option or other right to acquire Restricted Securities ("Restricted SecuritiesRights"); ---------------------, which it receives directly from the Company. Prior to acquiring any shares of capital stock of the Company, other than upon exercise of its rights under the Agreement, the Related Agreements and the Securities, the Purchasers will give written notice of their intent to do so to the Company. If within ten (10) days after receipt of such notice, the Company advises the Purchasers in writing that, based on the advice of its advisors, it believes that the proposed acquisition would be prohibited by this paragraph, the parties shall thereafter discuss in good faith whether such acquisition would in fact be so prohibited; (bii) make a tender offerparticipate in, exchange offer or other offer for voting securities encourage, the formation of the Company (other than through open market purchases after termination of the restrictions in paragraph (a) above)any 13D Group which owns or seeks to acquire beneficial ownership of, or otherwise acts in respect of, Restricted Securities, other than any 13D Group which is comprised exclusively of the Purchaser or a Purchaser Group and any other permitted transferee or transferees of securities from a Purchaser in accordance with Section 5.03; (iii) make, or in any way participate in, directly or indirectly, any "solicitation" of "Proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act, but whether or not such solicitation is exempt under Rule 14a-2 under the Exchange Act) with respect to the Company, or initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to the Company or induce or attempt to induce any other person to initiate or propose any stockholder proposal, or seek provided, however, that the limitation contained in this clause (iii) shall not apply to advise, encourage or influence any Person with respect to (y) the voting election of any securities directors to be elected by the holders of Securities or (z) any matter to be voted on by the Company's stockholders that is not initiated or proposed by any member of a Purchaser Group or any Affiliate thereof; or

Proxy Matters; Standstill. (a) The Purchaser hereby agrees that during the ------------------------- Standstill Period, without the approval of the Board of Directors of the Company or as set forth herein, Period (hereinafter defined) it will not, nor will it permit any member of its Affiliates (the Purchaser together with its Affiliates being hereinafter referred to as a "Purchaser Group, ") to, directly or indirectly, alone or unless in concert with any other Personsuch case specifically authorized in advance to do so by the Board of Directors of the Company: (ai) acquire, offer to acquire, seek to acquire or agree to acquire, includingacquire by purchase, by joining a partnership, limited partnership, syndicate or other "group" (as such term is used in Section 13(d)(3) of the Exchange Act, hereinafter referred to as "13D Group") ), any securities of the Company entitled to vote generally in the election of directors, or securities convertible into or exercisable or exchangeable for such securities other than (icollectively, "Restricted Shares") Series A Participating Preferred Stock or any material portion of the assets or businesses of the Company and its Subsidiaries if and to the extent that (a) such action would trigger a Change of Control or (b) such action has not received any requisite approval from governmental authorities; provided, however, that nothing contained herein shall prohibit any member of a Purchaser Group from acquiring any Restricted Shares acquired pursuant to the terms this 20 26 Agreement or otherwise contemplated hereby, including Section 2.07 hereof, (x) as a result of the Rights Agreement and the Common Stock received on conversion thereof; (ii) the Common Stock received on conversion and exercise of the Securities; and (iii) capital stock acquired in connection with a stock split, stock dividend or similar recapitalization by the Company or (collectivelyy) upon the execution of unsolicited buy orders by any member of a Purchaser Group which is a registered broker-dealer for the bona fide accounts of its brokerage customers unaffiliated and not acting in concert with any member of such Purchaser. Prior to acquiring any shares of capital stock of the Company, "Restricted Securities"); ---------------------other than upon exercise of its rights under the Agreement and the Shares, the Purchaser will give written notice of their intent to do so to the Company. If within ten (10) days after receipt of such notice, the Company advises the Purchaser in writing that, based on the advice of its advisors, it believes that the proposed acquisition would be prohibited by this paragraph, the parties shall thereafter discuss in good faith whether such acquisition would in fact be so prohibited; (bii) make a tender offerparticipate in, exchange offer or other offer for voting securities encourage, the formation of the Company (other than through open market purchases after termination of the restrictions in paragraph (a) above)any 13D Group which owns or seeks to acquire beneficial ownership of, or otherwise acts in respect of, Restricted Shares, other than any 13D Group which is comprised exclusively of the Purchaser or a Purchaser Group and any other permitted transferee or transferees of securities from the Purchaser in accordance with Section 5.03; (iii) make, or in any way participate in, directly or indirectly, any "solicitation" of "Proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act, but whether or not such solicitation is exempt under Rule 14a-2 under the Exchange Act) with respect to the Company, or initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to the Company or induce or attempt to induce any other person to initiate or propose any stockholder proposal, or seek provided, however, that the limitation contained in this clause (iii) shall not apply to advise, encourage or influence any Person with respect to (y) the voting election of any securities directors to be elected by the holders of Shares or (z) any matter to be voted on by the Company's stockholders that is not initiated or proposed by any member of a Purchaser Group or any Affiliate thereof; or

Proxy Matters; Standstill. (a) The Purchaser hereby agrees that during the ------------------------- Standstill Period, without the approval of the Board of Directors of the Company or as set forth herein, Period (hereinafter defined) it will not, nor will it permit any member of the its Affiliates (any such Purchaser together with its Affiliates being hereinafter referred to as a "Purchaser Group, ") to, directly or indirectly, alone or unless in concert with any other Personsuch case specifically authorized in advance to do so by the Board of Directors of the Company: (ai) acquire, offer to acquire, seek to acquire or agree to acquire, includingacquire by purchase, by joining a partnership, limited partnership, syndicate or other "group" (as such term is used in Section 13(d)(3) of the Exchange Act, hereinafter referred to as "13D Group") ), any securities of the Company entitled to vote generally in the election of directors, or securities convertible into or exercisable or exchangeable for such securities other than (icollectively, "Restricted Shares") Series A Participating Preferred Stock or any material portion of the assets or businesses of the Company and its Subsidiaries if and to the extent that such action would trigger a Change of Control or such action has not received any requisite approval from governmental authorities; provided, however, that nothing contained herein shall prohibit any member of a Purchaser Group from acquiring any Restricted Shares acquired (x) pursuant to the terms this Agreement or otherwise contemplated hereby, (y) as a result of the Rights Agreement and the Common Stock received on conversion thereof; (ii) the Common Stock received on conversion and exercise of the Securities; and (iii) capital stock acquired in connection with a stock split, stock dividend or similar recapitalization by other distribution of Restricted Sharesby the Company to an existing holder of Restricted Shares or (collectivelyz) upon the execution of unsolicited buy orders by any member of a Purchaser Group which is a registered broker-dealer for the bona fide accounts of its brokerage customers unaffiliated and not acting in concert with any member of such Purchaser. Prior to acquiring any shares of capital stock of the Company, "Restricted Securities"); ---------------------other than upon exercise of its rights under this Agreement, the Purchaser will give written notice of its intent to do so to the Company. If within ten (10) days after receipt of such notice, the Company advises the Purchaser in writing that, based on the advice of its advisors, it believes that the proposed acquisition would be prohibited by this paragraph, the parties shall thereafter discuss in good faith whether such acquisition would in fact be so prohibited; (bii) make a tender offerparticipate in, exchange offer or other offer for voting securities encourage, the formation of the Company (other than through open market purchases after termination of the restrictions in paragraph (a) above)any 13D Group which owns or seeks to acquire beneficial ownership of, or otherwise acts in respect of, Restricted Shares, other than any 13D Group which is comprised exclusively of the Purchaser or a Purchaser Group permitted; (iii) make, or in any way participate in, directly or indirectly, any "solicitation" of "Proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act, but whether or not such solicitation is exempt under Rule 14a-2 under the Exchange Act) with respect to the Company, or initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to the Company or induce or attempt to induce any other person to initiate or propose any stockholder proposal, or seek provided, however, that the limitation contained in this clause (iii) shall not apply to advise, encourage or influence any Person with respect to (y) the voting election of any securities directors to be elected by the holders of Shares or (z) any matter to be voted on by the Company's stockholders that is not initiated or proposed by any member of a Purchaser Group or any Affiliate thereof; or