Common use of Restrictions of Certain Actions by Shareholder Clause in Contracts

Restrictions of Certain Actions by Shareholder. During the Standstill Period, Shareholder agrees that none of Shareholder, any of its Controlled Affiliates, or any Group of which Shareholder or any such Controlled Affiliate is a member, will in any manner, directly or indirectly, effect or seek, initiate or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way induce, assist or encourage any other Person to effect, seek, offer, initiate or propose (whether publicly or otherwise) to effect or participate in, any Takeover Proposal, or including without limitation any action described in (a) through (c) below, unless in any such case invited in writing to do so by the Board of Directors as specifically expressed in a resolution adopted by a majority of the Continuing Directors who are not Shareholder Designees: (a) acquire, offer or propose to acquire, or agree to acquire, whether by purchase, tender or exchange offer, gift or otherwise (any such act, to "acquire"), beneficial ownership of any Voting Securities or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities except for (x) the acquisition of Voting Securities (provided that there is not a Designated Shareholder Breach in existence at the time of such acquisition) which would not, after giving effect to such acquisition, result in beneficial ownership of Voting Securities representing Voting Power in excess of 19.95% of the Total Voting Power of the Company, (y) pursuant to a stock split, stock dividend, rights offering, recapitalization, reclassification or similar transaction made available to holders of any Voting Securities generally or (z) upon conversion of the Preferred Shares in accordance with their terms; provided, that any such Voting Securities shall be subject to the restrictions of this Agreement (it being understood that if Shareholder beneficially owns or acquires any Voting Securities in violation of this Agreement, such Voting Securities shall immediately be disposed of to Persons who are not Affiliates thereof but only in compliance with the provisions of this Agreement; provided however, that the Company may also pursue any other available remedy to which it may be entitled as a result of such violation); provided further that the provisions of this Section 3.1(a) shall not prohibit any Shareholder Designee from acquiring Voting Securities pursuant to any Company restricted stock plan, option plan or similar plan available to directors of the Company, (b) form, join, participate in or encourage the formation of, any Group with respect to any Voting Securities or deposit any Voting Securities into a voting trust or subject any such Voting Securities to a voting agreement or any other arrangement or agreement with respect to the voting thereof; provided however that, subject to Section 4.1 hereof, Shareholder may enter into one or more bona fide pledges of Voting Securities with major brokerage firms and financial institutions; or (c) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement (including this paragraph); Notwithstanding the foregoing, Shareholder's ability to vote its shares shall be governed exclusively by the provisions of Section 3.3 hereof and the provisions of this Agreement shall not restrict the Shareholder Designees from acting in their capacity as directors of the Company.

Restrictions of Certain Actions by Shareholder. During the Standstill PeriodParent will not, Shareholder agrees that none of Shareholder, any and will cause each of its Controlled AffiliatesAffiliates not to, singly or any Group as part of which Shareholder a partnership, limited partnership, syndicate or any such Controlled Affiliate is a member, will other group (as those terms are defined in any mannerSection 13(d)(3) of the 1934 Act), directly or indirectly, effect or seek, initiate or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way induce, assist or encourage any other Person to effect, seek, offer, initiate or propose (whether publicly or otherwise) to effect or participate in, any Takeover Proposal, or including without limitation any action described in (a) through (c) below, unless in any such case invited in writing to do so by the Board of Directors as specifically expressed in a resolution adopted by a majority of the Continuing Directors who are not Shareholder Designees: (a) except as permitted under Section 6.01, acquire, offer or propose to acquire, or agree to acquire, whether by purchase, tender or exchange offer, gift or otherwise (any such actotherwise, to "acquire"), beneficial ownership of any Voting Securities or any rights to acquire (whether currentlySecurities, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities except for (x) the acquisition of Voting Securities (provided that there is not a Designated Shareholder Breach in existence at the time of such acquisition) which would not, after giving effect to such acquisition, result in beneficial ownership of Voting Securities representing Voting Power in excess of 19.95% of the Total Voting Power of the Company, (y) pursuant to a stock split, stock dividend, rights offering, recapitalization, reclassification or similar transaction made available transaction; (b) make, or in any way participate in any "solicitation" of "proxies" to holders vote (as such terms are defined in Rule 14a-1 under the 1934 Act), solicit any consent or communicate with or seek to advise or influence any person or entity with respect to the voting of any Voting Securities generally or become a "participant" in any "election contest" (zas such terms are defined or used in Rule 14a-11 under the 1934 Xxx) upon conversion xxth respect to the Company; (c) form, join, encourage or in any way participate in the formation of, any "person" within the meaning of Section 13(d)(3) of the Preferred Shares in accordance 1934 Act with their termsrespect to any Voting Securities; provided, provided that this Section 3.01(c) shall not prohibit any such arrangement solely among Parent and any of its wholly-owned subsidiaries; (d) deposit any Voting Securities into a voting trust or subject any such Voting Securities shall be subject to any arrangement or agreement with respect to the restrictions voting thereof; provided that this Section 3.01(d) shall not prohibit any such arrangement solely among Parent and any of this Agreement its wholly-owned subsidiaries; (it being understood e) initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to the Company as described in Rule 14a-8 under the 1934 Act, or induce or attempt to induce any other person to initiate any stockholder proposal; (f) except in accordance with and pursuant to Section 3.02, seek election to or seek to place a representative on the Board of Directors of the Company or, except with the approval of management of the Company, seek the removal of any member of the Board of Directors of the Company; (g) except with the approval of management of the Company, call or seek to have called any meeting of the stockholders of the Company; (h) except through its representative on the Board of Directors of the Company, otherwise act to seek to control, disrupt or influence the management, business, operations, policies or affairs of the Company except with the approval of management of the Company; (i) (A) solicit, seek to effect, negotiate with or provide any information to any other party with respect to, (B) make any statement or proposal, whether written or oral, to the Board of Directors of the Company or any director or officer of the Company with respect to, or (C) otherwise make any public announcement or proposal whatsoever with respect to, any form of business combination transaction involving the Company, including, without limitation, a merger, exchange offer or liquidation of the Company's assets, or any restructuring, recapitalization or similar transaction with respect to the Company; provided that if the foregoing shall not (x) apply to discussions between officers, employees or agents of Parent or Shareholder beneficially and the representative of Shareholder on the Board of Directors of the Company or (y) in the case of clause (B) above, be interpreted to limit the ability of such representative to make any such statement or proposal or to discuss any such proposal with any officer, director or advisor to the Company or the Board of Directors of the Company in connection with the performance by such representative of his duty as a director; (j) disclose or announce any intention, plan or arrangement inconsistent with the foregoing; or (k) advise, assist, instigate or encourage any third party to do any of the foregoing (except, for purposes of clause (a) above, in connection with any transfer of Voting Securities permitted under Section 4.02). If Parent or any of its Affiliates owns or acquires any Voting Securities in violation of this Agreement, such Voting Securities shall immediately be disposed of to Persons persons who are not Affiliates thereof but only in compliance with the provisions of this Agreement; provided however, that the Company may also pursue any other available remedy to which it may be entitled as a result of such violation); provided further that the provisions of this Section 3.1(a) shall not prohibit any Shareholder Designee from acquiring Voting Securities pursuant to any Company restricted stock plan, option plan or similar plan available to directors of the Company, (b) form, join, participate in or encourage the formation of, any Group with respect to any Voting Securities or deposit any Voting Securities into a voting trust or subject any such Voting Securities to a voting agreement or any other arrangement or agreement with respect to the voting thereof; provided however that, subject to Section 4.1 hereof, Shareholder may enter into one or more bona fide pledges of Voting Securities with major brokerage firms and financial institutions; or (c) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement (including this paragraph); Notwithstanding the foregoing, Shareholder's ability to vote its shares shall be governed exclusively by the provisions of Section 3.3 hereof and the provisions of this Agreement shall not restrict the Shareholder Designees from acting in their capacity as directors of the Company.

Restrictions of Certain Actions by Shareholder. During the Standstill PeriodParent will not, Shareholder agrees that none of Shareholder, any and will cause each of its Controlled AffiliatesAffiliates not to, singly or any Group as part of which Shareholder a partnership, limited partnership, syndicate or any such Controlled Affiliate is a member, will other group (as those terms are defined in any mannerSection 13(d)(3) of the 1934 Act), directly or indirectly, effect or seek, initiate or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way induce, assist or encourage any other Person to effect, seek, offer, initiate or propose (whether publicly or otherwise) to effect or participate in, any Takeover Proposal, or including without limitation any action described in (a) through (c) below, unless in any such case invited in writing to do so by the Board of Directors as specifically expressed in a resolution adopted by a majority of the Continuing Directors who are not Shareholder Designees: (a) except as permitted under Section 6.1, acquire, offer or propose to acquire, or agree to acquire, whether by purchase, tender or exchange offer, gift or otherwise (any such actotherwise, to "acquire"), beneficial ownership of any Voting Securities or any rights to acquire (whether currentlySecurities, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities except for (x) the acquisition of Voting Securities (provided that there is not a Designated Shareholder Breach in existence at the time of such acquisition) which would not, after giving effect to such acquisition, result in beneficial ownership of Voting Securities representing Voting Power in excess of 19.95% of the Total Voting Power of the Company, (y) pursuant to a stock split, stock dividend, rights offering, recapitalization, reclassification or similar transaction made available transaction; (b) make, or in any way participate in any "solicitation" of "proxies" to holders vote (as such terms are defined in Rule 14a-1 under the 1934 Act), solicit any consent or communicate with or seek to advise or influence any person or entity with respect to the voting of any Voting Securities generally or become a "participant" in any "election contest" (zas such terms are defined or used in Rule 14a-11 under the 1934 Act) upon conversion with respect to the Company; (c) form, xxxx, xncourage or in any way participate in the formation of, any "person" within the meaning of Section 13(d)(3) of the Preferred Shares in accordance 1934 Act with their termsrespect to any Voting Securities; provided, provided that this Section 3.1(c) shall not prohibit any such arrangement solely among Parent and any of its wholly-owned subsidiaries; (d) deposit any Voting Securities into a voting trust or subject any such Voting Securities shall be subject to any arrangement or agreement with respect to the restrictions voting thereof; provided that this Section 3.1(d) shall not prohibit any such arrangement solely among Parent and any of this Agreement its wholly-owned subsidiaries; (it being understood e) initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to the Company as described in Rule 14a-8 under the 1934 Act, or induce or attempt to induce any other person to initiate any stockholder proposal; (f) except in accordance with and pursuant to Section 3.2, seek election to or seek to place a representative on the Board of Directors of the Company or, except with the approval of management of the Company, seek the removal of any member of the Board of Directors of the Company; (g) except with the approval of management of the Company, call or seek to have called any meeting of the stockholders of the Company; (h) except through its representative on the Board of Directors of the Company, otherwise act to seek to control, disrupt or influence the management, business, operations, policies or affairs of the Company except with the approval of management of the Company; (i) (A) solicit, seek to effect, negotiate with or provide any information to any other party with respect to, (B) make any statement or proposal, whether written or oral, to the Board of Directors of the Company or any director or officer of the Company with respect to, or (C) otherwise make any public announcement or proposal whatsoever with respect to, any form of business combination transaction involving the Company, including, without limitation, a merger, exchange offer or liquidation of the Company's assets, or any restructuring, recapitalization or similar transaction with respect to the Company; provided that if the foregoing shall not (x) apply to discussions between officers, employees or agents of Parent or Shareholder beneficially and the representative of Shareholder on the Board of Directors of the Company or (y) in the case of clause (B) above, be interpreted to limit the ability of such representative to make any such statement or proposal or to discuss any such proposal with any officer, director or advisor to the Company or the Board of Directors of the Company in connection with the performance by such representative of his duty as a director; (j) disclose or announce any intention, plan or arrangement inconsistent with the foregoing; or (k) advise, assist, instigate or encourage any third party to do any of the foregoing (except, for purposes of clause (a) above, in connection with any transfer of Voting Securities permitted under Section 4.2). If Parent or any of its Affiliates owns or acquires any Voting Securities in violation of this Agreement, such Voting Securities shall immediately be disposed of to Persons persons who are not Affiliates thereof but only in compliance with the provisions of this Agreement; provided however, that the Company may also pursue any other available remedy to which it may be entitled as a result of such violation); provided further that the provisions of this Section 3.1(a) shall not prohibit any Shareholder Designee from acquiring Voting Securities pursuant to any Company restricted stock plan, option plan or similar plan available to directors of the Company, (b) form, join, participate in or encourage the formation of, any Group with respect to any Voting Securities or deposit any Voting Securities into a voting trust or subject any such Voting Securities to a voting agreement or any other arrangement or agreement with respect to the voting thereof; provided however that, subject to Section 4.1 hereof, Shareholder may enter into one or more bona fide pledges of Voting Securities with major brokerage firms and financial institutions; or (c) request the Company (or its directors, officers, employees or agents) to amend or waive any provision of this Agreement (including this paragraph); Notwithstanding the foregoing, Shareholder's ability to vote its shares shall be governed exclusively by the provisions of Section 3.3 hereof and the provisions of this Agreement shall not restrict the Shareholder Designees from acting in their capacity as directors of the Company.