Common use of Standstill Agreement Clause in Contracts

Standstill Agreement. (a) Each of the Stockholders hereby covenants and agrees that, from and after the date hereof and at all times through and including August 31, 2003, unless this Agreement shall be earlier terminated in accordance with the provisions of Paragraph 10 hereof, they, and each of them, will not, nor will they permit their respective Affiliates to, directly or indirectly, in any manner acquire, or agree to acquire, any beneficial interest in any equity securities of the Company, to the extent that the acquisition of such equity securities would increase the beneficial ownership of the Stockholders and their Affiliates to more than 33% of the aggregate voting power of the Company's equity securities then outstanding, calculated on a fully diluted basis. (b) Each of the Stockholders hereby covenants and agrees that, from and after the date hereof and at all times through and including August 31, 2003, unless this Agreement shall be earlier terminated in accordance with the provisions of Paragraph 10 hereof, they, and each of them, will not, nor will they permit their respective Affiliates, to make or in any way participate in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the United States Securities and Exchange Commission) to vote any voting securities of the Company ("Company Voting Stock") in connection with the election of the directors of the Company (other than proxies to vote Company securities beneficially owned by any one or more of the Stockholders and/or their respective Affiliates, which proxies shall be voted in accordance with Paragraph 6, hereof), or otherwise seek to alter the composition of the Company's Board of Directors. (c) Each of the Stockholders hereby covenants and agrees that, from and after the date hereof and at all times through and including August 31, 2001, unless this Agreement shall be earlier terminated in accordance with the provisions of Paragraph 10 hereof, they, and each of them, will not, nor will they permit their Affiliates to make or in any way participate in any way in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the United States Securities and Exchange Commission) to vote Company Voting Stock, with respect to any matter, other than the election of directors of the Company, which is governed by Paragraph 4(b) hereof (a "Non-Election Issue"), which may be submitted to a vote of the stockholders of the Company, other than proxies to vote Company Voting Stock beneficially owned by any one or more of the Stockholders and/or their respective Affiliates with respect to any such Non- Election Issue. (d) Notwithstanding anything to the contrary contained in Paragraphs 4(a) through 4(c) hereof, nothing contained in this Agreement shall be construed to prevent any of the Stockholders or any of their respective Affiliates from: (i) making a tender offer for all of the outstanding Company Common Stock so long as such tender offer is made on an any and all basis; or (ii) communicating with any other holder or holders of the Company's outstanding securities, including, without limitation, the expression of the opinion of the Stockholders with respect to any third-party solicitation of proxies, provided that such Stockholder does not (A) provide to any security holder of the Company a form of proxy or other authorization permitting the Stockholder (or its designee) to vote any equity security of the Company on such security holder's behalf or (B) accept from any security holder of the Company a proxy or other authorization permitting the Stockholder (or its designee) to vote any equity security of the Company on such security holder's behalf, provided that clauses (A) and (B), above, shall not be deemed to prevent the solicitation of proxies to vote Company securities beneficially owned by such Stockholders, as contemplated by Paragraphs 4(b) and 4(c) above.

Standstill Agreement. (a) Each Other than shares of Series E Stock, which it is purchasing pursuant to this Agreement, and the Stockholders Common Stock issued upon conversion thereof, [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. BD hereby covenants and agrees that, from and after the date hereof and at all times through and including August 31, 2003, unless this Agreement shall be earlier terminated in accordance with the provisions of Paragraph 10 hereof, they, and each of them, that it will not, nor will they it permit their respective Affiliates toany of its direct or indirect majority-owned subsidiaries, to purchase or otherwise acquire, directly or indirectly, in any manner acquire, or agree to acquire, any beneficial interest in any equity securities of the Company (or rights or options to purchase such securities) without the prior written approval of the Company. This provision shall terminate and be of no further force or effect five years from the date hereof or such earlier date as shall be agreed to by the Company; provided, to the extent that the acquisition undertaking of such equity securities would increase this Section 6.3 shall automatically terminate upon the beneficial ownership occurrence of any of the Stockholders and their Affiliates to following events: (a) the filing with the SEC of a Schedule 13D by any person or entity indicating that a person or entity has acquired (x) more than 3320% of the aggregate voting power any class of the Company's voting equity securities, or (y) has acquired at least 5% of any class of the Company's voting equity securities then outstandingwhich Schedule 13D expresses the filing party's intention to assume control of the Company, calculated on a fully diluted basis. whether by tender offer, merger, proxy contest or otherwise; (b) Each the commencement of the Stockholders hereby covenants and agrees that, from and after the date hereof and at all times through and including August 31, 2003, unless this Agreement shall be earlier terminated in accordance with the provisions of Paragraph 10 hereof, they, and each of them, will not, nor will they permit their respective Affiliates, to make or in any way participate in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the United States Securities and Exchange Commission) to vote any voting securities of the Company ("Company Voting Stock") in connection with the election of the directors of the Company (other than proxies to vote Company securities beneficially owned a tender offer by any one person or entity to acquire 20% or more of the Stockholders and/or their respective AffiliatesCompany's outstanding voting equity securities; or (c) the solicitation of proxies by any party other than the Company to which Rule 14a-11 of the rules and regulations under the Securities and Exchange Act of 1934, which proxies shall be voted as amended, applies and is intended to effect a change in accordance with Paragraph 6, hereof), or otherwise seek to alter the composition majority of members of the Company's Board of Directors. (c) Each of the Stockholders hereby covenants and agrees that, from and after the date hereof and at all times through and including August 31, 2001, unless this Agreement shall be earlier terminated in accordance with the provisions of Paragraph 10 hereof, they, and each of them, will not, nor will they permit their Affiliates to make or in any way participate in any way in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the United States Securities and Exchange Commission) to vote Company Voting Stock, with respect to any matter, other than the election of directors of the Company, which is governed by Paragraph 4(b) hereof (a "Non-Election Issue"), which may be submitted to a vote of the stockholders of the Company, other than proxies to vote Company Voting Stock beneficially owned by any one or more of the Stockholders and/or their respective Affiliates with respect to any such Non- Election Issue. (d) Notwithstanding anything to the contrary contained in Paragraphs 4(a) through 4(c) hereof, nothing contained in this Agreement shall be construed to prevent any of the Stockholders or any of their respective Affiliates from: (i) making a tender offer for all of the outstanding Company Common Stock so long as such tender offer is made on an any and all basis; or (ii) communicating with any other holder or holders of the Company's outstanding securities, including, without limitation, the expression of the opinion of the Stockholders with respect to any third-party solicitation of proxies, provided that such Stockholder does not (A) provide to any security holder of the Company a form of proxy or other authorization permitting the Stockholder (or its designee) to vote any equity security of the Company on such security holder's behalf or (B) accept from any security holder of the Company a proxy or other authorization permitting the Stockholder (or its designee) to vote any equity security of the Company on such security holder's behalf, provided that clauses (A) and (B), above, shall not be deemed to prevent the solicitation of proxies to vote Company securities beneficially owned by such Stockholders, as contemplated by Paragraphs 4(b) and 4(c) above.

Standstill Agreement. (a) Each of the Stockholders hereby covenants and agrees that, from and after the date hereof and at all times through and including August 31, 2003, unless this Agreement shall be earlier terminated in accordance with the provisions of Paragraph 10 hereof, they, and each of them, will not, nor will they permit their respective Affiliates to, directly or indirectly, in any manner acquire, or agree to acquire, any beneficial interest in any equity securities of the Company, to the extent that the acquisition of such equity securities would increase the beneficial ownership of the Stockholders and their Affiliates to more than 33% of the aggregate voting power of the Company's equity securities then outstanding, calculated on a fully diluted basis. (b) Each of the Stockholders hereby covenants and agrees that, from and after the date hereof and at all times through and including August 31, 2003, unless this Agreement shall be earlier terminated in accordance with the provisions of Paragraph 10 hereof, they, and each of them, will not, nor will they permit their respective Affiliates, to make or in any way participate in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the United States Securities and Exchange Commission) to vote any voting securities of the Company ("Company Voting Stock") in connection with the election of the directors of the Company (other than proxies to vote Company securities beneficially owned by any one or more of the Stockholders and/or their respective Affiliates, which proxies shall be voted in accordance with Paragraph 6, hereof), or otherwise seek to alter the composition of the Company's Board of Directors. (c) Each of the Stockholders hereby covenants and agrees that, from and after the date hereof and at all times through and including August 31, 2001, unless this Agreement shall be earlier terminated in accordance with the provisions of Paragraph 10 hereof, they, and each of them, will not, nor will they permit their Affiliates to make or in any way participate in any way in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the United States Securities and Exchange Commission) to vote Company Voting Stock, with respect to any matter, other than the election of directors of the Company, which is governed by Paragraph 4(b) hereof (a "Non-Election Issue"), which may be submitted to a vote of the stockholders of the Company, other than proxies to vote Company Voting Stock beneficially owned by any one or more of the Stockholders and/or their respective Affiliates with respect to any such Non- Non-Election Issue. (d) Notwithstanding anything to the contrary contained in Paragraphs 4(a) through 4(c) hereof, nothing contained in this Agreement shall be construed to prevent any of the Stockholders or any of their respective Affiliates from: (i) making a tender offer for all of the outstanding Company Common Stock so long as such tender offer is made on an any and all basis; or (ii) communicating with any other holder or holders of the Company's outstanding securities, including, without limitation, the expression of the opinion of the Stockholders with respect to any third-party solicitation of proxies, provided that such Stockholder does not (A) provide to any security holder of the Company a form of proxy or other authorization permitting the Stockholder (or its designee) to vote any equity security of the Company on such security holder's behalf or (B) accept from any security holder of the Company a proxy or other authorization permitting the Stockholder (or its designee) to vote any equity security of the Company on such security holder's behalf, provided that clauses (A) and (B), above, shall not be deemed to prevent the solicitation of proxies to vote Company securities beneficially owned by such Stockholders, as contemplated by Paragraphs 4(b) and 4(c) above.

Standstill Agreement. 5.1 Applicability of Article 5. Except as otherwise provided in Section 5.1, this Article 5 shall become binding on the CMRT and NL and their respective affiliates (aas defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) Each (the "NL parties") on the occurrence of the Stockholders hereby covenants Escrow Release Date (as defined in the Escrow Agreement). (i) Between the date of this Agreement and agrees thatthe Escrow Release Date, all provisions of this Article 5 shall be binding on the NL parties; provided, however, that (x) the CMRT and NL shall be entitled to vote their MAXXAM Shares as each may see fit with respect to any matter brought to a vote of security holders; and (y) if the Release Deadline Date or the Declination Date (as each are defined in the Escrow Agreement) occurs and MAXXAM, NL and the CRMT have not agreed to amend the Escrow Agreement, no part of this Article 5 shall be binding on the NL parties from and after the date hereof and at all times through and including August 31, 2003, unless this Agreement shall be earlier terminated in accordance with the provisions of Paragraph 10 hereof, they, and each of them, will not, nor will they permit their respective Affiliates to, directly or indirectly, in any manner acquire, or agree to acquire, any beneficial interest in any equity securities of the Company, to the extent that the acquisition of such equity securities would increase the beneficial ownership of the Stockholders and their Affiliates to more than 33% of the aggregate voting power of the Company's equity securities then outstanding, calculated on a fully diluted basisdate. (bii) Each On the occurrence of the Stockholders hereby covenants and agrees thatEscrow Release Date (if it occurs), all provisions of this Article 5 shall be binding on the NL parties from and after such date. If following the date hereof Escrow Release Date, however, an Event of Default (as defined in either or both of the Notes) shall have occurred and at all times through and including August 31be continuing, 2003, unless then no part of this Agreement Article 5 shall be earlier terminated binding on the NL parties from and after such date or until such date that such Event of Default shall no longer be continuing and the Obligations (as defined in accordance with either or both of the provisions Pledge and Custody Agreements) are satisfied in full. (iii) For purposes of Paragraph 10 hereof, they, this Article 5 and each of them, will not, nor will they permit their respective Affiliates, without prejudice to make the determination as to whether any person or in any way participate in any entity constitutes an NL party: (w) Harold C. Simmons shall be dexxxx xx "solicitationxxxxxxxxe" of "proxies" NL; (x) no person serving as such terms are used in the proxy rules an officer or director of any of the United States Securities and Exchange Commission) to vote any voting securities of the Company ("Company Voting Stock") in connection with the election of the directors of the Company NL parties (other than proxies to vote Company securities beneficially owned Mr. Simmons) shall be dexxxx xx xx xx xxfiliate of any of the NL parties solely by any reason of his or her status as such unless such person is directly or indirectly acting in concert with, on behalf of, or at the request of, one or more of the Stockholders and/or their respective Affiliates, which proxies shall be voted in accordance with Paragraph 6, hereof), or otherwise seek to alter the composition of the Company's Board of Directors. (c) Each of the Stockholders hereby covenants and agrees that, from and after the date hereof and at all times through and including August 31, 2001, unless this Agreement shall be earlier terminated in accordance with the provisions of Paragraph 10 hereof, they, and each of them, will not, nor will they permit their Affiliates to make or in any way participate in any way in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the United States Securities and Exchange Commission) to vote Company Voting Stock, NL parties with respect to any matter, other than the election of directors securities of the Company, which is governed by Paragraph 4(b) hereof issuers identified on Schedule B (a the "Non-Election IssueMAXXAM Entities"); provided, which however, that during the period of five years from the date of this Agreement such persons as a group may be submitted to a vote not acquire and hold ownership (as defined in Section 5.2(i)) of more than 2% of any class of the stockholders outstanding securities of any MAXXAM Entity; (y) except as provided in the Companyfollowing clause (z), other than proxies to vote Company Voting Stock beneficially owned no employee benefit plan maintained by any one or more of the Stockholders and/or their respective Affiliates with respect to any such Non- Election Issue. (d) Notwithstanding anything to the contrary contained in Paragraphs 4(a) through 4(c) hereof, nothing contained in this Agreement NL parties shall be construed to prevent any deemed an affiliate of the Stockholders or any NL parties, provided that the investment decisions made on behalf of their respective Affiliates from: (i) making a tender offer for such benefit plans are made solely by persons independent of each and all of the outstanding Company Common Stock so long as such tender offer is made on an any and all basisNL parties; or (ii) communicating with any other holder or holders of the Company's outstanding securities, including, without limitation, the expression of the opinion of the Stockholders with respect to any third-party solicitation of proxies, provided that such Stockholder does not (A) provide to any security holder of the Company a form of proxy or other authorization permitting the Stockholder (or its designee) to vote any equity security of the Company on such security holder's behalf or (B) accept from any security holder of the Company a proxy or other authorization permitting the Stockholder (or its designee) to vote any equity security of the Company on such security holder's behalf, provided that clauses (A) and (B), above, z) investment managers who Mr. Simmons individually has xxx xxxxx xo appoint or terminate the engagement of shall not be deemed NL parties, and any such investment manager shall be instructed by Mr. Simmons not to prevent the solicitation purchase axx xxxxxxxxes of proxies to vote Company securities beneficially owned by such Stockholders, as contemplated by Paragraphs 4(b) and 4(c) aboveany MAXXAM Entity.

Standstill Agreement. (a) Each In consideration of the Stockholders hereby covenants Company’s agreement set forth herein, so long as the Company has complied and agrees is complying with its obligations under the first and second paragraphs of Section 1(a), Sections 1(b), 1(c) and 1(d), and Section 6, and has otherwise materially complied and is materially complying with its other obligations set forth in this Agreement, the Icahn Parties agree that, from and the date hereof until the later to occur of (i) the first date after the date hereof on which no Icahn Designee is a member of the Board and at all times through (ii) the earlier of (x) the completion of the 2017 Annual Meeting and including August (y) May 31, 20032017, unless this Agreement the Icahn Parties shall be earlier terminated in accordance with the provisions of Paragraph 10 hereof, theynot, and each of them, will not, nor will they permit shall cause their respective directors, officers, partners, members, employees, agents (acting in such capacity) and controlled Affiliates (collectively, “Representatives”) not to, directly or indirectly, without the prior written consent of either the Chief Executive Officer or the Board (which prior written consent of the Board shall require the approval of a majority of the members of the Board who are not 2017 Board Nominees or a Replacement): (a) except in any manner connection with a Competing Offer (as defined below), acquire, seek to acquire or agree to acquireacquire (whether by market purchases, private purchases or otherwise) any beneficial interest in common shares of the Company (or Beneficial Ownership thereof) or any equity securities convertible or exchangeable into or exercisable for any common shares of the Company (or Beneficial Ownership thereof) (including any derivative securities or instruments having the right to acquire common shares of the Company) if after the consummation of any such acquisition, to the extent that the acquisition of such equity securities Icahn Parties would increase the beneficial ownership of the Stockholders and their Affiliates to Beneficially Own more than 3334.99% of the aggregate Company’s then outstanding common shares or voting power of the Company in the aggregate, other than securities issued pursuant to a stock split, stock dividend or similar corporate action initiated by the Company or taken by the Company's equity ’s shareholders with respect to any securities Beneficially Owned by the Icahn Parties; provided that if the Icahn Parties, at any time, Beneficially Own more than 34.99% of the Company’s then outstandingoutstanding common shares or voting power of the Company in the aggregate, due solely to a reduction in the outstanding common shares of the Company (whether or not the Icahn Parties were aware of such a reduction in the outstanding common shares of the Company), the Icahn Parties shall not have, and shall not be deemed to have, violated this clause (a); it being understood that for purposes of this Section 2(a), the 34.99% shall be calculated on using the number of the Company’s outstanding common shares as most recently disclosed by the Company in a fully diluted basisForm 10-K, Form 10-Q or Form 8-K, as filed with the SEC. (b) Each (A) other than in connection with a Permitted Opposition (as defined below), encourage, advise or influence any other Person or assist any third party in so encouraging, assisting or influencing any other Person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any type of referendum (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter) or (B) advise, influence or encourage any Person (other than the Stockholders hereby covenants Icahn Parties and agrees thattheir Representatives) or effect or seek to effect, from whether alone or in concert with others, the election or nomination of a director other than as permitted in this Agreement or (C) advise, influence or encourage any Person, other than the Icahn Parties and after the date hereof and at all times through and including August 31their Representatives, 2003to commence a tender offer; provided, unless however, that neither this clause (b) nor any other provision in this Agreement shall be earlier terminated in accordance with restrict or otherwise limit the provisions of Paragraph 10 hereof, they, and each of them, will not, nor will they permit their respective Affiliates, to make or in any way participate in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the United States Securities and Exchange Commission) Icahn Parties’ from being able to vote any voting securities of the Company in favor of or against any proposal, action or transaction; provided, further, that in the event of a third party tender or exchange offer for securities of the Company that has been commenced and not withdrawn by a Person other than the Icahn Parties or any Affiliate of an Icahn Party ("a “Third Party Offer”), the Icahn Parties shall be permitted to commence, and if successful, consummate, a competing tender or exchange offer for any and all of the outstanding voting securities of the Company Voting Stock"that would, if consummated, result in the Icahn Parties owning at least a majority of the then outstanding common shares or voting power of the Company in the aggregate, which tender offer will be conditioned on such purchases in the tender offer, when added to number of common shares Beneficially Owned by the Icahn Parties’ immediately prior to the tender offer, equaling at least such majority of common shares (a “Competing Offer”); (c) other than in connection with a Permitted Opposition, solicit proxies or written consents of shareholders or conduct any other type of referendum (binding or non-binding) with respect to the election common shares of the directors Company, or from the holders of the common shares of the Company, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any third party in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any common shares of the Company (other than proxies to vote any encouragement, advice or influence that is consistent with Company securities beneficially owned by management’s recommendation in connection with such matter); provided that except as expressly agreed in Section 3, the Icahn Parties shall not be restricted from voting any one or more common shares of the Stockholders and/or their respective Affiliates, Company in favor of or against any proposal or other action for which proxies shall be voted such solicitation is being made; (d) form or join in accordance with Paragraph 6, hereofa “group” (within the meaning of Section 13(d)(3) of the Exchange Act), or otherwise seek to alter for the composition avoidance of doubt, other than a group comprised solely of the Company's Board of Directors. (c) Each of the Stockholders hereby covenants Icahn Parties and agrees that, from and after the date hereof and at all times through and including August 31, 2001, unless this Agreement shall be earlier terminated in accordance with the provisions of Paragraph 10 hereof, they, and each of them, will not, nor will they permit their Affiliates to make or in any way participate in any way in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the United States Securities and Exchange Commission) to vote Company Voting Stockcontrolled Affiliates, with respect to any matter, common shares of the Company or agree to or deposit any common shares of the Company or any securities convertible or exchangeable into or exercisable for any such common shares in any voting trust or similar arrangement (other than to the election named proxies included in the Company’s proxy card for any annual general meeting); (e) seek to have the Company waive, amend or modify any provisions of directors the Memorandum and Articles; (f) encourage or facilitate the taking of any actions by any other Person in connection with the foregoing that is prohibited to be taken by the Icahn Parties; or (g) publicly request that the Company or any Representative of the Company, which is governed by Paragraph 4(b) hereof directly or indirectly, amend or waive any provision of this Section 2 (a "Non-Election Issue"including this clause (g)); provided, which may be submitted to a vote of the stockholders of the Company, other than proxies to vote Company Voting Stock beneficially owned by any one or more of the Stockholders and/or their respective Affiliates with respect to any such Non- Election Issue. (d) Notwithstanding anything to the contrary contained in Paragraphs 4(a) through 4(c) hereof, that nothing contained in this Agreement shall limit or in any way apply to any actions or communications that may be construed to prevent any of the Stockholders or any of their respective Affiliates from: (i) making taken by an Icahn Designee as a tender offer for all of the outstanding Company Common Stock so long as such tender offer is made on an any and all basis; or (ii) communicating with any other holder or holders director of the Company's outstanding securities. Nothing in this Section 2 or any other provision in this Agreement shall prohibit, including, without limitation, the expression of the opinion of the Stockholders with respect to any third-party solicitation of proxies, provided that such Stockholder does not (A) provide to any security holder of the Company a form of proxy or other authorization permitting the Stockholder (or its designee) to vote any equity security of the Company on such security holder's behalf or (B) accept from any security holder of the Company a proxy or other authorization permitting the Stockholder (or its designee) to vote any equity security of the Company on such security holder's behalf, provided that clauses (A) and (B), above, shall not be deemed to prevent prohibit or otherwise restrict the solicitation Icahn Parties from (1) commencing, and if successful, consummating a Competing Offer, or (2) in order to allow new directors designated by the Icahn Parties to satisfy any conditions included in such Competing Offer, (x) soliciting proxies, (y) seeking to replace any member or members of proxies the Board or (z) seeking to vote Company securities beneficially owned amend or modify the Memorandum and Articles; provided, in the case of clause (2), such action or actions having substantially the same or a similar purpose or effect, have also been taken, or have been proposed to be taken, by such Stockholders, as contemplated by Paragraphs 4(b) and 4(c) abovethe Person commencing the Third Party Offer.