Common use of Stand Still Clause in Contracts

Stand Still. Each party agrees that, until one year from the date of this Agreement, such party and its Representatives and its “Affiliates” as defined in the Securities Exchange Act of 1934, as amended (the “1934 Act”), will not in any manner, directly or indirectly, without the prior written invitation or approval of the Board of Directors of the other party (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way knowingly assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or a material portion of the assets of the other party or any of its subsidiaries; (ii) any tender or exchange offer, merger or other business combination involving the other party or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other party or any of its subsidiaries; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of the other party or otherwise seek to advise or influence any person with respect to the voting of any securities of the other party; (b) form, join or in any way participate) in a “group” (as defined under the 0000 Xxx) in connection with any securities of the other party; (c) otherwise act, alone or in concert with others, or seek to control or influence the Board of Directors or policies of the other party; (d) disclose any intention, plan or arrangement inconsistent with the foregoing; (e) take any action which might force the other party to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) enter into any discussions or arrangements with any third party with respect to any of the foregoing; provided, however, that the foregoing obligations shall terminate as to a party if the other party publicly discloses that (a) it has entered into a merger agreement or an agreement for the sale of all or substantially all of that party’s assets with a third party which would result in that party’s stockholders receiving cash or stock of such third party in exchange for their shares or (b) the other party has endorsed or otherwise agreed to support the tender offer of a third party which if successful would result in the third party owning a majority of its outstanding stock. Except as provided above, each party also agrees not to request the other party (or its Representatives) to amend or waive any provision of this paragraph. Notwithstanding the foregoing, (1) the Representative of party that is an investment banking., law, or independent accounting firm may after the termination of this Agreement request that the other party consent that such firm may advise a third party with respect to the other party and not be in violation of this Section 9 and the other party agrees in good faith to consider such request and (2) either party may vote shares of the other party acquired after the date of this Agreement with the approval of the other party.

Stand Still. Each party agrees that, until one year For a period of 24 months from the date of this Agreement, such party and its Representatives and its “Affiliates” as defined unless Employee shall have been specifically invited in writing by the Securities Exchange Act Company, neither Employee nor any person acting on behalf of 1934, as amended (the “1934 Act”), or in concert with Employee will not in any manner, directly or indirectly, without the prior written invitation or approval of the Board of Directors of the other party (a) effect or seek, offer or propose (whether publicly or otherwise) or enter into an agreement to effect, or cause or participate in or in any way knowingly assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or a material portion of the assets of the other party Company or any of its subsidiaries; , (ii) any tender or exchange offer, merger or other business combination involving the other party Company or any of its subsidiaries; , (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other party Company or any of its subsidiaries; , or (iv) 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 other party or otherwise seek to advise or influence any person with respect to the voting of any securities of the other party; Company, (b) form, join or in any way participate) participate in a “group” (as defined under the 0000 Xxx1934 Act) in connection with any securities respect to more than 5% of the other party; securitiex xx xxx Company, (c) otherwise act, alone or in concert with others, or to seek to control or influence the Board of Directors management, board, or policies of the other party; Company, (d) disclose any intention, plan or arrangement inconsistent with the foregoing; (e) take any action which might force the other party Company to make a public announcement regarding any of the types of matters set forth in (a) above; , or (fe) enter into any discussions or arrangements with any third party with respect to any of the foregoing; provided, however, that the foregoing obligations shall terminate as to a party if the other party publicly discloses that (a) it has entered into a merger agreement or an agreement for the sale of all or substantially all of that party’s assets with a third party which would result in that party’s stockholders receiving cash or stock of such third party in exchange for their shares or (b) the other party has endorsed or otherwise agreed to support the tender offer of a third party which if successful would result in the third party owning a majority of its outstanding stock. Except as provided above, each party Employee also agrees during such period not to request the other party Company (or its Representatives) directors, officers, employees, advisors or agents), directly or indirectly, to amend or waive any provision of this paragraph. Notwithstanding the foregoing, paragraph (1) the Representative of party that is an investment bankingincluding this sentence)., law, or independent accounting firm may after the termination of this Agreement request that the other party consent that such firm may advise a third party with respect to the other party and not be in violation of this Section 9 and the other party agrees in good faith to consider such request and (2) either party may vote shares of the other party acquired after the date of this Agreement with the approval of the other party.

Stand Still. Each party agrees that, until one year from From the date of this Agreement until the Effective Time or the termination of this Agreement pursuant to the terms of this Agreement, such party except as provided herein, the Acquiror shall not and shall not permit any of its Representatives and its “Affiliates” as defined in the Securities Exchange Act of 1934, as amended (the “1934 Act”), will not in any mannerRepresentatives, directly or indirectly, without the prior written invitation to: (i) acquire or approval of the Board of Directors of the other party (a) effect or seekagree, offer offer, seek or propose (whether publicly or otherwise) to effectacquire, or cause to be acquired, directly or participate in or in any way knowingly assist any other person to effect or seekindirectly, offer or propose (whether publicly by purchase or otherwise, ownership (including, without limitation, beneficial ownership as defined in Rule 13d-3 of the Exchange Act) to effect or participate in, (i) any acquisition of any voting securities (or beneficial ownership thereof) direct or a material portion of the assets of the other party indirect rights or any of its subsidiaries; (ii) any tender or exchange offer, merger or other business combination involving the other party or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect options to the other party or any of its subsidiaries; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote acquire any voting securities of the Company or any Subsidiary thereof, or of any successor to or person in control of the Company, any of the assets or businesses of the Company or any Subsidiary or division thereof or of any such successor or controlling person or any bank debt, claims or other party obligations of the Company or otherwise any rights or options to acquire (other than those currently owned) such ownership (including from a third party); (ii) seek or propose to advise influence or influence control the management or policies of the Company or to obtain representation on the Company's Board of Directors, or solicit, or participate in the solicitation of, any person proxies or consents with respect to the voting of any securities of the other party; (b) formCompany, join or in make any way participate) in a “group” (as defined under the 0000 Xxx) in connection public announcement with respect to any securities of the other party; (c) otherwise act, alone foregoing or in concert with others, or seek request permission to control or influence the Board do any of Directors or policies of the other party; (d) disclose any intention, plan or arrangement inconsistent with the foregoing; (eiii) take make any action which might force the other party to make a public announcement regarding with respect to, or submit a proposal for, or offer of (with or without conditions) any of extraordinary transaction involving the types of matters set forth in Company or its securities or assets; (a) above; or (fiv) enter into any discussions discussions, negotiations, arrangements or arrangements understandings with any third party with respect to any of the foregoing, or otherwise form, join or in any way participate in a "group" (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing; provided, however, that (v) seek or request permission or participate in any effort to do any of the foregoing obligations shall terminate as or make or seek permission to a party if make any public announcement with respect to the other party publicly discloses that (a) it has entered into a merger agreement or an agreement for the sale of all or substantially all of that party’s assets with a third party which would result in that party’s stockholders receiving cash or stock of such third party in exchange for their shares foregoing; or (bvi) request the other party has endorsed Company or otherwise agreed to support the tender offer of a third party which if successful would result in the third party owning a majority any of its outstanding stock. Except as provided aboveRepresentatives, each party also agrees not to request the other party (directly or its Representatives) indirectly, to amend or waive any provision of this paragraph. Notwithstanding Acquiror shall promptly advise the foregoing, (1) the Representative Company of party that is an investment banking., law, any inquiry or independent accounting firm may after the termination of this Agreement request that the other party consent that such firm may advise a third party proposal made to it with respect to the other party and not be in violation of this Section 9 and the other party agrees in good faith to consider such request and (2) either party may vote shares any of the other party acquired after the date of this Agreement with the approval of the other partyforegoing.

Stand Still. Each party (a) Subject to the other provisions of this Section 3.2, each Holder agrees that, until one year for a period of twenty-four (24) months from the date of this AgreementEffective Date, such party Holder and its Representatives and its “Affiliates” as defined in the Securities Exchange Act of 1934, as amended (the “1934 Act”), Affiliates will not in any manner, directly or indirectlynot, without the prior written invitation consent of the Company or the approval of the Company’s Board of Directors of (the other party “Board”), directly or indirectly: (a1) effect or seekmake, offer or propose (whether publicly or otherwise) to effect, or initiate, cause or participate in or in any way knowingly assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, in (i) any acquisition of beneficial ownership of any securities (or beneficial ownership thereof) or a material portion of the assets Company or any securities of any subsidiary or other affiliate of the other party or any of its subsidiaries; Company, (ii) any tender acquisition of any assets of the Company or exchange offer, merger any assets of any subsidiary or other business combination involving affiliate of the other party Company, or any of its subsidiaries; (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to involving the other party Company or any subsidiary or other affiliate of its subsidiaries; the Company, or involving any securities or assets of the Company or any securities or assets of any subsidiary or other affiliate of the Company; (iv2) seek or propose to influence or control the management or policies of the Company (other than as provided for herein), make, effect, initiate, cause or in any way participate in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SECCommission) or consents to vote any voting securities of the other party Company or otherwise any subsidiary thereof, or seek to advise or influence any person Person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (3) make any public announcement with respect to, or submit a proposal for or offer of (with or without conditions), any merger, recapitalization, reorganization, business combination or other party; extraordinary transaction involving the Company or any subsidiary thereof or any of their securities or assets; (b4) enter into any arrangements or understandings with any third party with respect to any of the foregoing, or otherwise form, join or in any way participate) in participate in, a “group” (as defined under within the 0000 Xxxmeaning of Section 13(d)(3) of the Exchange Act, in connection with any securities of the other party; foregoing, and (c) otherwise act, alone or in concert with others, or seek to control or influence the Board of Directors or policies of the other party; (d) disclose any intention, plan or arrangement inconsistent with the foregoing; (e5) take any action which that might force require the other party Company to make a public announcement regarding any of the types of matters set forth in clause (a1), (2), or (3) above; ; (6) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause (1), (2), (3), (4) or (f5) above; (7) assist, induce or encourage any other Person to take any action of the type referred to in clause (1), (2), (3), (4), (5) or (6) above; (8) enter into any discussions arrangement or arrangements agreement with any third party with respect other Person relating to any of the foregoing; or (9) request the Company or any of its Affiliates to amend or waive or consider the amendment or waiver of any provision of this Section 3.2; provided, however, that the foregoing obligations shall terminate as Holders may make any such request if, and only if, such request is made on a strictly confidential basis and does not require (in the opinion of counsel to a party if the other party publicly discloses that (aCompany) it has entered into a merger agreement the Company or an agreement for the sale of all or substantially all of that party’s assets with a any third party which would result in that party’s stockholders receiving cash to make public disclosure of the same under applicable law or stock the rules and regulations of such third party in exchange for their shares or Nasdaq and the Commission. (b) Notwithstanding anything to the other party has endorsed or otherwise agreed contrary in this Section 3.2, nothing in this Section 3.2 shall prevent Holder from purchasing up to support the tender offer such number of a third party which if successful would result shares of Common Stock in the third party owning a majority of open market as would be required to enable Holder to maintain its outstanding stockpercentage ownership in the Company equal to Holder’s Effective Date Percentage. Except as provided above, each party also agrees not to request the other party (or its Representatives) to amend or waive any provision For purposes of this paragraph. Notwithstanding Agreement, the foregoing, (1) the Representative of party that is an investment banking., law, or independent accounting firm may after the termination of this Agreement request that the other party consent that such firm may advise a third party “Effective Date Percentage” with respect to Holder shall mean the other party and not be in violation quotient obtained by dividing (x) the number of this Section 9 and the other party agrees in good faith to consider such request and (2) either party may vote shares of Common Stock held by Holder as of the other party acquired Effective Date as listed under the column entitled “Total Shares” on Schedule A attached hereto by (y) the total number of shares of Common Stock outstanding as of the Effective Date (for the avoidance of doubt, after giving effect to the transactions contemplated by the Purchase Agreement and that certain Common Stock Purchase Agreement by and among the Company Ram Max Group Limited and Shah Capital Management, dated as of the date of this Agreement with the approval of the other partyhereof).

Stand Still. Each party (a) Subject to the other provisions of this Section 3.2, each Holder agrees that, until one year for a period of twenty-four (24) months from the date of this AgreementEffective Date, such party Holder and its Representatives and its “Affiliates” as defined in the Securities Exchange Act of 1934, as amended (the “1934 Act”), Affiliates will not in any manner, directly or indirectlynot, without the prior written invitation consent of the Company or the approval of the Company’s Board of Directors of (the other party “Board”), directly or indirectly: (a1) effect or seekmake, offer or propose (whether publicly or otherwise) to effect, or initiate, cause or participate in or in any way knowingly assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, in (i) any acquisition of beneficial ownership of any securities (or beneficial ownership thereof) or a material portion of the assets Company or any securities of any subsidiary or other affiliate of the other party or any of its subsidiaries; Company, (ii) any tender acquisition of any assets of the Company or exchange offer, merger any assets of any subsidiary or other business combination involving affiliate of the other party Company, or any of its subsidiaries; (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to involving the other party Company or any subsidiary or other affiliate of its subsidiaries; the Company, or involving any securities or assets of the Company or any securities or assets of any subsidiary or other affiliate of the Company; (iv2) seek or propose to influence or control the management or policies of the Company (other than as provided for herein), make, effect, initiate, cause or in any way participate in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SECCommission) or consents to vote any voting securities of the other party Company or otherwise any subsidiary thereof, or seek to advise or influence any person Person with respect to the voting of any voting securities of the other party; Company or any subsidiary thereof; (b3) form, join or in make any way participate) in a “group” (as defined under the 0000 Xxx) in connection public announcement with any securities of the other party; (c) otherwise act, alone or in concert with othersrespect to, or seek to control submit a proposal for or influence offer of (with or without conditions), any merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Board of Directors Company or policies of the other party; (d) disclose any intention, plan subsidiary thereof or arrangement inconsistent with the foregoing; (e) take any action which might force the other party to make a public announcement regarding any of the types of matters set forth in their securities or assets; (a) above; or (f4) enter into any discussions discussions, negotiations, arrangements or arrangements understandings with any third party with respect to any of the foregoing; provided, however, that the foregoing obligations shall terminate as to a party if the other party publicly discloses that (a) it has entered into a merger agreement or an agreement for the sale of all or substantially all of that party’s assets with a third party which would result in that party’s stockholders receiving cash or stock of such third party in exchange for their shares or (b) the other party has endorsed or otherwise agreed form, join or in any way engage in discussions relating to support the tender offer of a third party which if successful would result in the third party owning a majority of its outstanding stock. Except as provided above, each party also agrees not to request the other party (or its Representatives) to amend or waive any provision of this paragraph. Notwithstanding the foregoing, (1) the Representative of party that is an investment banking., lawformation of, or independent accounting firm may after the termination of this Agreement request that the other party consent that such firm may advise a third party with respect to the other party and not be in violation of this Section 9 and the other party agrees in good faith to consider such request and (2) either party may vote shares of the other party acquired after the date of this Agreement with the approval of the other party.participate in, a

Stand Still. Each party agrees that, until one year 11.1 Until the earliest of (i) the receipt by the Offeror of the prior written consent of the Company or (ii) the expiration of a period of twelve (12) months from the date of this Agreement, the Offeror shall not (whether alone or in concert with others, or in one or a series of transactions), and shall cause its affiliates and associates (as such party and its Representatives and its “Affiliates” as terms are defined in Rule 12b-2 of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”), will ) not in any manner, directly or indirectly, without the prior written invitation or approval of the Board of Directors of the other party to: (a) purchase or effect any transaction in the securities or seekassets of the Company or any warranty, offer option or propose other right to acquire such securities or assets or entice any person to do so; (b) do or omit to do any act as a result of which the Offeror (whether publicly alone or otherwisein concert with others) to effectpurchases any interests in the securities of the Company; (c) make, or cause procure or participate induce any other person to make, any offer for all or any of the securities of the Company or do or omit to do any act as a result of which the Offeror (whether alone or in concert with others) may become obliged to make an offer for all or any of the securities in the Company; (d) enter, agree to enter, propose, seek or offer to enter into or facilitate, advise or assist any person in examining or effecting, any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company or any subsidiary of the Company; (e) obtain any direct or indirect interest in such securities; (f) make, or in any way knowingly assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition solicitation of any securities (or beneficial ownership thereof) or a material portion of the assets of the other party or any of its subsidiaries; (ii) any tender or exchange offer, merger or other business combination involving the other party or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect voting rights attaching to the other party or any of its subsidiaries; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of the other party Company, or otherwise vote, or seek to advise or to influence any person with respect to the voting of any of, the securities of the other party; Company; (bg) form, join or in any way participate) participate in a “group” (as defined under within the 0000 Xxxmeaning of Section 13(d)(3) in connection of the Exchange Act) with respect to any voting securities of the other party; Company; (ch) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company; (i) otherwise act, alone act to seek control over or in concert with others, or seek to control or influence the Board of Directors or the policies of the other partyCompany; (d) disclose publicly any intention, plan or arrangement inconsistent with the foregoing; (e) take any action which might force the other party to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) enter into any discussions or arrangements with any third party with respect to undertake any of the foregoing; provided, or (j) advise, assist or knowingly encourage any other person in connection with, or enter into an agreement to undertake, any of the foregoing. For the avoidance of doubt, the Offeror may, however, that the foregoing obligations shall terminate as to always make a party if the other party publicly discloses that (a) it has entered into a merger agreement or an agreement for the sale of all or substantially all of that party’s assets with a third party which would result in that party’s stockholders receiving cash or stock of such third party in exchange for their shares or (b) the other party has endorsed or otherwise agreed to support the tender offer for all the securities of a third party which the Company if successful would result such tender offer is supported by the Board of Directors of the Company. 11.2 The Offeror shall not (and will ensure that its affiliates and associates and any person acting on behalf of or in concert with the third party owning a majority Offeror or any of its outstanding stock. Except as provided aboveaffiliates or associates will not) directly or indirectly without the prior written consent of the Company (x) make any request, each party also agrees not to request the other party (directly or its Representatives) indirectly, to amend or waive any provision of this paragraphSection 11 or (y) take any action that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other type of transaction described in this Section 11 with the Offeror or any of its affiliates or associates; provided that the foregoing shall not prevent the Offeror from submitting a private, confidential proposal to the Company’s Board of Directors. To the extent that the Offeror (whether alone or in concert with others) purchases an interest in securities of the Company in breach of this Agreement, the Offeror must immediately dispose or procure the disposal of such interest (including holdings of any parties acting in concert with the Offeror to the extent within the control of the Offeror) to independent third parties. Pending such disposal, the Offeror shall not, and shall procure that any other party acting in concert with it (to the extent within the control of the Offeror) shall not, exercise any rights attached to any such interest in securities. The aforementioned shall not affect or limit any other remedies available for such breach. 11.3 Notwithstanding the foregoingabove, the standstill restrictions contained in this Section 11 shall terminate immediately in the event that: (i) any third party unaffiliated with the Offeror announces a tender offer or exchange offer for the securities of the Company and, within the time periods required under applicable law, the Company’s Board of Directors has not publicly recommended that the shareholders of the Company reject such offer, (1ii) the Representative Company enters into and announces an agreement with respect to a tender offer or exchange offer for the securities of party that is an investment banking., law, or independent accounting firm may after the termination of this Agreement request that the other party consent that such firm may advise Company with a third party offeror; or (iii) the Company enters into and announces an agreement to combine or merge with, or sell or dispose of 50% or more of its assets or equity securities (however structured), to any party not affiliated with respect the Offeror or any of its affiliates. 11.4 For the sake of clarity, the expiry of the obligations of the Offeror or any of its Representatives under this Section 11 shall in no manner affect the obligations of the Offeror or any of its Representatives set out in Section 10 above or any other obligation or requirement following from laws or regulations relating to the other party and not be in violation possession of this Section 9 and the other party agrees in good faith to consider such request and (2) either party may vote shares of the other party acquired after the date of this Agreement with the approval of the other partyinside information or otherwise.