Common use of Standstill Agreement Clause in Contracts

Standstill Agreement. During the period beginning on the date of this Agreement and ending on the next business day following Xxxxxx'x Annual General Meeting Of Shareholders in 1999 (the "Term"), except as specifically requested in writing by Xxxxxx, neither the Shareholders, in their capacity as shareholders of Xxxxxx, nor any of their respective Representatives or affiliates will, directly or indirectly, (a) make, or in any way participate in, any solicitation of proxies (including by the execution of action by written consent) with respect to any securities of Xxxxxx entitled to be voted generally in the election of directors, including Common Shares ("Voting Securities"), (b) become a participant in any election contest with respect to Xxxxxx or nominate candidates for election or appointment as Directors of Xxxxxx, (c) seek to influence any person with respect to the voting of any Voting Securities, (d) form or join any "group" or in any way participate in any "group", other than the group in which the Shareholders participate on the date of this Agreement, with respect to any Voting Securities, (e) propose any matter for submission to a vote of shareholders of Xxxxxx or seek to convene a special meeting of the shareholders of Xxxxxx, or (f) publicly disclose or announce any intention, plan or arrangement inconsistent with the foregoing. The Shareholders also agree that, during the Term, neither they nor any of their Representatives or affiliates will (i) request Xxxxxx, directly or indirectly, to (1) amend or waive any provision of this paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence), or (ii) take any initiative with respect to Xxxxxx that could reasonably be expected to require Xxxxxx to make a public announcement regarding (1) such initiative or (2) any of the activities referred to in this paragraph.

Standstill Agreement. During the For a period beginning on commencing with the date of this Agreement and ending on the next business day following Xxxxxx'x Annual General Meeting Of Shareholders in 1999 earlier of (i) the date two (2) years after the date of this Agreement or (ii) the Termination Date (as defined below) (the "Term"“Standstill Period”), except as specifically requested in writing by XxxxxxTEC shall not, neither without the Shareholdersprior written consent of Newport or Newport’s Board of Directors: (a) acquire, in their capacity as shareholders of Xxxxxxoffer to acquire, nor any of their respective Representatives or affiliates willagree to acquire, directly or indirectly, by purchase or otherwise, voting securities or direct or indirect rights to acquire any voting securities (aA) during such time that TEC beneficially owns (for purposes of Section 13(d) of the Exchange Act) five percent (5%) or more of the voting power of Newport, or (B) which when added to the Shares then owned by TEC and its subsidiaries, would result in TEC and its subsidiaries beneficially owning (for purposes of Section 13(d) of the Exchange Act) of more than five percent (5%) of the voting power of Newport; (b) make, or in any way participate inparticipate, directly or indirectly, in any solicitation “solicitation” of proxies “proxies” to vote (including by the execution of action by written consent) with respect to any securities of Xxxxxx entitled to be voted generally as such terms are used in the election of directors, including Common Shares ("Voting Securities"Exchange Act), (b) become a participant in any election contest with respect to Xxxxxx or nominate candidates for election or appointment as Directors of Xxxxxx, (c) seek to advise or influence any person or entity with respect to the voting of any Voting Securitiesvoting securities of Newport; (c) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving Newport or any of its securities or material assets; (d) form or form, join any "group" or in any way participate in a “group” as defined in Section 13(d)(3) of the Exchange Act in connection with any "group", other than of the group in which the Shareholders participate on the date of this Agreement, with respect to any Voting Securities, foregoing; (e) propose any matter for submission to a vote of shareholders of Xxxxxx otherwise act or seek to convene a special meeting control or influence the management, Board of Directors or policies of Newport (provided that TEC shall be entitled to exercise its rights under the shareholders of Xxxxxx, or Promissory Note); (f) publicly disclose or announce take any intention, plan or arrangement inconsistent with action that could reasonably be expected to require Newport to make a public announcement regarding the foregoing. The Shareholders also agree that, during the Term, neither they nor possibility of any of their Representatives the events described in clauses (a) through (e) above; or affiliates will (ig) request XxxxxxNewport, directly or indirectly, to (1) amend or waive any provision of this paragraph paragraph. For the purposes of this paragraph, the “Termination Date” shall mean the earliest of (including this sentencei) the date on which Newport (A) enters into a definitive agreement with an unaffiliated third party or parties to merge, consolidate or otherwise combine, with such third party or parties in a transaction where the holders of Newport’s outstanding shares immediately prior to such merger or consolidation would hold, in the aggregate, securities possessing less than fifty percent (50%) of the total combined voting power of the combined or surviving entity immediately after such merger or consolidation, or to sell substantially all of Newport’s business or assets or securities representing a majority of the then outstanding voting power of Newport’s securities, or (2B) otherwise consent to any action inconsistent makes a public announcement that it is negotiating a transaction with any provision of this paragraph an unaffiliated third party or parties covered by the foregoing clause (including this sentenceA), or (ii) take any initiative with respect to Xxxxxx that could reasonably be expected to require Xxxxxx to make the date a public announcement regarding third party or group (1as defined above) (X) acquires beneficial ownership of voting securities (including those convertible or exchangeable into such initiative voting securities) of Newport representing twenty percent (20%) or more of the then outstanding voting securities of Newport; or (2Y) announces or commences a tender or exchange offer to acquire voting securities of Newport which, if successful, would result in such person or group owning, when combined with any other voting securities of Newport owned by such person or group, twenty percent (20%) or more of the activities referred then outstanding voting securities of Newport. During the Standstill Period, such restrictions (other than those in clause (a) above) shall remain in effect during such time as TEC owns or controls five percent (5%) or more of the outstanding shares of Common Stock. In the event that during the Standstill Period, TEC owns or controls less than five percent (5%) of the outstanding shares of Common Stock, it shall continue to be subject to the restrictions in this paragraphclause (a) hereof.

Standstill Agreement. During Without the Company's prior written consent, you will not (and you will ensure that your Affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) will not for a period beginning on of two years from the date of this Agreement and ending on (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the next business day following Xxxxxx'x Annual General Meeting Of Shareholders in 1999 Exchange Act) of any securities of the Company, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities (the collectively, "TermSecurities"); (ii) seek or propose, except as specifically requested alone or in writing by Xxxxxxconcert with others, neither to control or influence in any manner the Shareholdersmanagement, in their capacity as shareholders the Board of XxxxxxDirectors or the policies of the Company; (iii) make any proposal or any statement regarding any proposal, nor whether written or oral, to the Board of Directors of the Company or any director or officer of their respective Representatives or affiliates will, directly or indirectly, (a) makethe Company, or in otherwise make any way participate inpublic announcement or proposal whatsoever, any solicitation of proxies (including by the execution of action by written consent) with respect to any securities transaction or proposed transaction between the Company or any of Xxxxxx entitled to be voted generally its security holders and you or any of your Affiliates, including, without limitation, any Acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the Company's Board of Directors or its designated Representatives shall have requested in advance the election submission of directors, including Common Shares ("Voting Securities")such proposal, (b) become a participant in such proposal is directed to the Company's Board of Directors or its designated Representatives, and (c) any election contest public announcement with respect to Xxxxxx such proposal is approved in advance by the Company's Board of Directors; (iv) make a request in any form, other than a confidential request directed to the Company in accordance with Paragraph 2(ii) above, that the prohibitions of this Paragraph 9 be waived or nominate candidates for election that the Company take any action which would permit you to take any of the actions described in this Paragraph 9; or appointment as Directors of Xxxxxx(v) enter into any discussions, (c) seek to influence negotiations, arrangements or understandings with any person with respect to the voting any of any Voting Securities, (d) form or join any "group" or in any way participate in any "group", other than the group in which the Shareholders participate on the date of this Agreement, with respect to any Voting Securities, (e) propose any matter for submission to a vote of shareholders of Xxxxxx or seek to convene a special meeting of the shareholders of Xxxxxx, or (f) publicly disclose or announce any intention, plan or arrangement inconsistent with the foregoing. The Shareholders also agree thatIf at any time during such period you are approached by any person concerning your or their participation in a transaction or proposed transaction involving the Company's assets or businesses or Securities, during you will promptly inform the Term, neither they nor any of their Representatives or affiliates will (i) request Xxxxxx, directly or indirectly, to (1) amend or waive any provision of this paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence), or (ii) take any initiative with respect to Xxxxxx that could reasonably be expected to require Xxxxxx to make a public announcement regarding (1) such initiative or (2) any Company of the activities referred to in this paragraphnature of such contact and the parties thereto.

Standstill Agreement. During the period beginning on the date of this Agreement and ending on the next business day following Xxxxxx'x Annual General Meeting Of Shareholders in 1999 (the "Term")4.1.1 Each Seller Party agrees that, except as provided in this Agreement or any other Transaction Document, during the Standstill Period (as defined below), neither such Seller Party nor any of such Seller Party’s Affiliates will, unless specifically requested invited in writing by Xxxxxx, neither the Shareholders, in their capacity as shareholders of Xxxxxx, nor any of their respective Representatives or affiliates willNew Parent, directly or indirectly, (a) make, alone or in concert with any way participate in, any solicitation of proxies other Person: (including by the execution of action by written consenti) with respect to except for any securities of New Parent granted to Xxxxxx entitled in his capacity as a director or employee of New Parent and its Subsidiaries, acquire, announce an intention to be voted generally acquire, offer or propose to acquire, or agree to acquire, by purchase or otherwise, any direct or indirect beneficial interest in any voting securities or any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities of New Parent; (ii) make or otherwise become a “participant” in any “solicitation” of “proxies” to vote (as such terms are used in the election of directors, including Common Shares ("Voting Securities"Exchange Act), (b) become a participant in any election contest with respect to Xxxxxx or nominate candidates for election or appointment as Directors of Xxxxxx, (c) seek to advise or influence any person Person with respect to the voting of any Voting Securitiesvoting securities of New Parent; (iii) form, (d) form join or join any "group" or in any way participate in any "a “group", other than ” within the group in which meaning of Section 13(d)(3) of the Shareholders participate on the date of this Agreement, Exchange Act with respect to any Voting Securitiesvoting securities of New Parent; (iv) publicly offer, seek, or propose to acquire, outside the ordinary course of business, any of the assets of New Parent, (ev) otherwise propose or participate in a proposal to New Parent or any of its Affiliates or any other Person with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or other transaction involving New Parent; (vi) otherwise seek to control, change or influence the management or Board of Directors of New Parent or nominate any Person as a director who is not nominated by the then incumbent directors, or propose any matter for submission to a vote be voted upon by the stockholders of shareholders New Parent or any of Xxxxxx its Affiliates; or seek (vii) announce an intention to convene a special meeting take, or enter into any arrangement or understanding with others to take, any of the shareholders of Xxxxxx, actions restricted or (f) publicly disclose or announce any intention, plan or arrangement inconsistent with the foregoing. The Shareholders also agree that, during the Term, neither they nor any of their Representatives or affiliates will prohibited under clauses (i) request Xxxxxx, directly or indirectly, to through (1vi) amend or waive any provision of this paragraph (including this sentence) Section 4.01, or (2) otherwise consent to take any action inconsistent with any provision of this paragraph (including this sentence), or (ii) take any initiative with respect to Xxxxxx that could reasonably be expected to require Xxxxxx would result in New Parent having to make a public announcement regarding (1) such initiative or (2) any of the activities matters referred to in clauses (i) through (vi) of this paragraph.Section 4.01. Seller may make any request or proposal (but only privately to New Parent or the Board of Directors of New Parent and not publicly) to amend, waive or terminate any provision of this Section 4.01. “

Standstill Agreement. During Stockholders' agrees that, until the period beginning earlier of two years after the Effective Date or until you, the other Stockholders or any other person or affiliate to which you or the other Stockholders transfer the Shares own in the aggregate less than 3% of Viatel's common stock on the date of this Agreement and ending on the next business day following Xxxxxx'x Annual General Meeting Of Shareholders in 1999 (the "Term"), except as specifically requested in writing by Xxxxxxa fully diluted basis, neither the Shareholders, in their capacity as shareholders of Xxxxxx, you nor any of their respective Representatives or your affiliates will, directly or indirectly, unless in any such case specifically invited in writing to do so by the board of directors of Parent (ai) makeindividually or together with one or more persons or entities, acquire, offer to acquire or agree to acquire, or participate in the financing of any way participate inacquisition of, any solicitation beneficial ownership of proxies (including by the execution of action by written consent) with respect to any securities of Xxxxxx Parent entitled to be voted vote in the general election of directors (other than securities distributed generally to all holders of a class of securities), or securities convertible into or exchangeable or exercisable for such securities (other than stock options) (collectively, "Securities"); (ii) initiate, propose, engage or otherwise participate in the solicitation of stockholders or their proxies for approval of one or more stockholder proposals (including, without limitation, the election of directors, including Common Shares ("Voting Securities")any amendment to the charter or bylaws, (bor any business combination transaction) become a participant in any election contest with respect to Xxxxxx Parent; (iii) otherwise act alone or nominate candidates for election in concert with any other person or appointment as Directors of Xxxxxx, (c) entity to seek to influence or control the management, board of directors, policies or affairs of Parent, or to solicit, propose or encourage any other person with respect to the voting of any Voting Securities, (d) form or join any "group" or in any way participate in any "group", other than the group in which the Shareholders participate on the date of this Agreement, entity with respect to any Voting form of business combination transaction with Parent or any subsidiary of Parent, or to solicit, make or propose or encourage any other person or entity with respect to, or announce an intent to make, any tender offer or exchange offer for any Securities; (iv) request Parent or its board of directors, (e) propose any matter for submission officers, employees or agents, to a vote of shareholders of Xxxxxx amend or waive, or seek to convene a special meeting of the shareholders of Xxxxxxany modification to, or (f) publicly disclose or announce any intention, plan or arrangement inconsistent with the foregoing. The Shareholders also agree that, during the Term, neither they nor any of their Representatives or affiliates will (i) request Xxxxxx, directly or indirectly, to (1) amend or waive any provision of this paragraph (including this sentence) section 5; or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence), or (iiv) take any initiative with respect to Xxxxxx that could action designed to, or which can reasonably be expected to to, require Xxxxxx Parent to make a public announcement regarding (1) such initiative or (2) any of the activities matters referred to in this paragraphsection 5. Notwithstanding the forgoing, the provisions of this section shall be reinstated during the two year period referred to above, if you or your affiliates increase share ownership in Parent to a level which is in excess of the 3% threshold.

Standstill Agreement. During the For a period beginning on commencing with the date of this Agreement and ending on the next business day following Xxxxxx'x Annual General Meeting Of Shareholders in 1999 earlier of (i) the date two (2) years after the date of this Agreement or (ii) the Termination Date (as defined below) (the "TermStandstill Period"), except as specifically requested in writing by XxxxxxTEC shall not, neither without the Shareholdersprior written consent of Newport or Newport's Board of Directors: (a) acquire, in their capacity as shareholders of Xxxxxxoffer to acquire, nor any of their respective Representatives or affiliates willagree to acquire, directly or indirectly, by purchase or otherwise, voting securities or direct or indirect rights to acquire any voting securities (aA) during such time that TEC beneficially owns (for purposes of Section 13(d) of the Exchange Act) five percent (5%) or more of the voting power of Newport, or (B) which when added to the Shares then owned by TEC and its subsidiaries, would result in TEC and its subsidiaries beneficially owning (for purposes of Section 13(d) of the Exchange Act) of more than five percent (5%) of the voting power of Newport; (b) make, or in any way participate inparticipate, directly or indirectly, in any solicitation "solicitation" of proxies "proxies" to vote (including by the execution of action by written consent) with respect to any securities of Xxxxxx entitled to be voted generally as such terms are used in the election of directors, including Common Shares ("Voting Securities"Exchange Act), (b) become a participant in any election contest with respect to Xxxxxx or nominate candidates for election or appointment as Directors of Xxxxxx, (c) seek to advise or influence any person or entity with respect to the voting of any Voting Securitiesvoting securities of Newport; (c) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving Newport or any of its securities or material assets; (d) form or form, join any "group" or in any way participate in any a "group", other than " as defined in Section 13(d)(3) of the group Exchange Act in which connection with any of the Shareholders participate on the date of this Agreement, with respect to any Voting Securities, foregoing; (e) propose any matter for submission to a vote of shareholders of Xxxxxx otherwise act or seek to convene a special meeting control or influence the management, Board of Directors or policies of Newport (provided that TEC shall be entitled to exercise its rights under the shareholders of Xxxxxx, or Promissory Note); (f) publicly disclose or announce take any intention, plan or arrangement inconsistent with action that could reasonably be expected to require Newport to make a public announcement regarding the foregoing. The Shareholders also agree that, during the Term, neither they nor possibility of any of their Representatives the events described in clauses (a) through (e) above; or affiliates will (ig) request XxxxxxNewport, directly or indirectly, to (1) amend or waive any provision of this paragraph paragraph. For the purposes of this paragraph, the "Termination Date" shall mean the earliest of (including this sentencei) the date on which Newport (A) enters into a definitive agreement with an unaffiliated third party or parties to merge, consolidate or otherwise combine, with such third party or parties in a transaction where the holders of Newport's outstanding shares immediately prior to such merger or consolidation would hold, in the aggregate, securities possessing less than fifty percent (50%) of the total combined voting power of the combined or surviving entity immediately after such merger or consolidation, or to sell substantially all of Newport's business or assets or securities representing a majority of the then outstanding voting power of Newport's securities, or (2B) otherwise consent to any action inconsistent makes a public announcement that it is negotiating a transaction with any provision of this paragraph an unaffiliated third party or parties covered by the foregoing clause (including this sentenceA), or (ii) take any initiative with respect to Xxxxxx that could reasonably be expected to require Xxxxxx to make the date a public announcement regarding third party or group (1as defined above) (X) acquires beneficial ownership of voting securities (including those convertible or exchangeable into such initiative voting securities) of Newport representing twenty percent (20%) or more of the then outstanding voting securities of Newport; or (2Y) announces or commences a tender or exchange offer to acquire voting securities of Newport which, if successful, would result in such person or group owning, when combined with any other voting securities of Newport owned by such person or group, twenty percent (20%) or more of the activities referred then outstanding voting securities of Newport. During the Standstill Period, such restrictions (other than those in clause (a) above) shall remain in effect during such time as TEC owns or controls five percent (5%) or more of the outstanding shares of Common Stock. In the event that during the Standstill Period, TEC owns or controls less than five percent (5%) of the outstanding shares of Common Stock, it shall continue to be subject to the restrictions in this paragraphclause (a) hereof.

Standstill Agreement. During In the event the Closing does not occur, the Purchaser and the Seller agree that, for a period beginning on of 24 months after the date of this Agreement and ending on the next business day following Xxxxxx'x Annual General Meeting Of Shareholders in 1999 (the "Term")Agreement, except as unless specifically requested invited in writing by Xxxxxxthe other party's Board of Directors, neither the Shareholders, in their capacity as shareholders of Xxxxxx, Purchaser nor the Seller (nor any of their respective Representatives or affiliates willAffiliates), will in any manner, directly or indirectly, (a) makeeffect or seek, offer or propose (whether publicly or otherwise) to effect, or in any way cause or participate in, any solicitation (i) the acquisition of proxies the other party's securities (including by the execution of action by written consentor beneficial ownership thereof) with respect to any securities of Xxxxxx entitled to be voted generally in the election of directors, including Common Shares ("Voting Securities")or assets, (bii) become a participant in any election contest with respect to Xxxxxx tender or nominate candidates for election exchange offer, merger or appointment as Directors of Xxxxxxother business combination involving the other party, (ciii) seek to influence any person recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the voting of any Voting Securities, other party or (div) form or join any "groupsolicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) or consents to vote any of the other party's voting securities; (b) form, join or in any way participate in any a "group"" (as defined under the Exchange Act) or otherwise act, alone or in concern with others, to seek to control or influence the other than the group in which the Shareholders participate on the date party's management, Board of this Agreement, Directors or policies; or (c) enter into any discussion or arrangement with any third party with respect to any Voting Securities, (e) propose any matter for submission to a vote of shareholders of Xxxxxx or seek to convene a special meeting of the shareholders foregoing; PROVIDED, HOWEVER, that the restrictions set forth in this paragraph shall not apply to professional asset managers or investment advisers retained by the Purchaser or the Seller or their respective Affiliates who are authorized to exercise discretion with respect to all or a portion of Xxxxxx, the assets which they manage for the Purchaser or (f) publicly disclose the Seller or announce any intention, plan or arrangement inconsistent with their respective Affiliates. Notwithstanding the foregoing. The Shareholders also agree that, during in the Term, neither they nor event either of the Purchaser or the Seller willfully and intentionally breach any of their Representatives or affiliates will (i) request Xxxxxxrespective obligations under this Agreement with the result that a Closing hereunder does not occur, directly or indirectly, to (1) amend or waive any provision of this paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence), or (ii) take any initiative with respect to Xxxxxx that could reasonably the non-defaulting party shall not be expected to require Xxxxxx to make a public announcement regarding (1) such initiative or (2) any of bound by the activities referred to covenants in this paragraphSECTION 5.11.

Standstill Agreement. During Employee agrees that, for the period beginning on the date closing of the Apex Merger and ending at the close of business on the earlier of (a) the third anniversary of the closing of the Apex Merger or (b) six months after Employee exercises all of his stock options for Apex common stock (whether or not the vesting of such stock options was accelerated by virtue of the amendment of Employee's Option Agreements as described in Section 1 of this Agreement and ending on Amendment Agreement), neither Employee nor any of his affiliates (as such term is defined under the next business day following Xxxxxx'x Annual General Meeting Of Shareholders in 1999 Securities Exchange Act of 1934, as amended (the "Term1934 Act"), except as specifically requested ) will in writing by Xxxxxx, neither the Shareholders, in their capacity as shareholders of Xxxxxx, nor any of their respective Representatives or affiliates willmanner, directly or indirectly, (a) makeeffect or seek, offer or propose (whether publicly or otherwise) to effect or cause or participate in or in any way assist any other person to affect to seek, offer or propose (whether publicly or otherwise) to effect or cause or participate in, in (i) any solicitation acquisition of proxies (including by the execution of action by written consent) with respect to any securities (or beneficial ownership thereof) or assets (other than non-material assets) of Xxxxxx entitled to be voted generally in the election of directorsCompany or Holdco; (ii) any tender or exchange offer, including Common Shares merger, consolidation or other business combination involving the Company or Holdco; ("Voting Securities")iii) any recapitalization, (b) become a participant in any election contest with respect to Xxxxxx restructuring, liquidation, dissolution or nominate candidates for election or appointment as Directors of Xxxxxx, (c) seek to influence any person other extraordinary transaction with respect to the voting Company or Holdco or any material portion of any Voting Securities, the Company's or Holdco's business; or (div) form or join any "groupsolicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of Holdco or the Company; (b) form, join or in any way participate in any a "group", other than " (as defined under the group in which the Shareholders participate on the date of this Agreement, 0000 Xxx) with respect to any Voting Securitiesthe securities of Holdco or the Company; (c) otherwise act, (e) alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company or Holdco or propose any matter for submission to a vote of shareholders of Xxxxxx or seek to convene a special meeting stockholders of the shareholders of Xxxxxx, Company or Holdco; (f) publicly disclose or announce any intention, plan or arrangement inconsistent with the foregoing. The Shareholders also agree that, during the Term, neither they nor any of their Representatives or affiliates will (i) request Xxxxxx, directly or indirectly, to (1) amend or waive any provision of this paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence), or (iid) take any initiative with respect action to Xxxxxx that could reasonably be expected which, to require Xxxxxx the knowledge of Employee requires the Company or Holdco to make a public announcement regarding (1) such initiative or (2) any of the activities referred types of matters set forth in (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing or advise, assist, encourage, finance or seek to persuade others to take any action with respect to the foregoing. Notwithstanding anything to the contrary contained in this paragraphAmendment Agreement, nothing in this Amendment Agreement shall prohibit Employee or his affiliates from purchasing any debt, or up to an aggregate of not more than 1.5% of any class of publicly traded equity securities of the Company or of Holdco.

Standstill Agreement. During NLAG and each Purchaser agrees that until the period beginning on earlier of (a) the date Closing Date or (b) five (5) days after the termination of this Agreement and ending on pursuant to Article 8 hereof, other than with respect to the next business day following Xxxxxx'x Annual General Meeting Of Shareholders in 1999 (transactions contemplated by this Agreement, without the "Term")prior written consent of the Company, except as specifically requested in writing by Xxxxxx, neither the Shareholders, in their capacity as shareholders of Xxxxxx, nor any of their respective Representatives or affiliates willsuch Party will not, directly or indirectly: (i) acquire, offer to acquire, or agree to acquire, by purchase or otherwise, any voting securities or direct or indirect rights or options to acquire any voting securities of the Company exceeding, in the aggregate, on an as-exercised or as-converted basis if applicable, 50,000 shares of voting Common Stock of the Company; (aii) except at the specific written request of the Company, propose to enter into any merger or business combination involving the Company or to purchase a material portion of the assets of the Company; (iii) make, or in any way participate inparticipate, in any solicitation "SOLICITATION" of proxies "PROXIES" to vote (including by the execution of action by written consent) with respect to any securities of Xxxxxx entitled to be voted generally as such terms are used in the election proxy rules of directors, including Common Shares ("Voting Securities"), (bthe 1934 Act) become a participant in any election contest with respect to Xxxxxx or nominate candidates for election or appointment as Directors of Xxxxxx, (c) seek to advise or influence any person with respect to txx xxxxxg of, any voting securities of the voting Company; (iv) solicit or permit any person or entity to join their "GROUP" (within the meaning of any Voting Securities, (dSection 13(d)(3) form or join any "group" or in any way participate in any "group", other than of the group in which the Shareholders participate on the date of this Agreement, 1934 Act) with respect to any Voting Securitiesvoting securities of the Company; (v) oxxxxxxxx act, (e) propose any matter for submission alone or in concert with others, to a vote of shareholders of Xxxxxx or seek to convene a special meeting control or influence the management, Board of Directors or policies of the shareholders Company (other than in Laikin's fiduciary capacity as a director of Xxxxxxthe Company); (vi) publicly announce or refer to any proposal for an extraordinary corporate transaction involving the Company, or take any action for the purpose of requiring the Company to make a public announcement regarding the possibility of any such extraordinary corporate transaction; (fvii) publicly disclose or announce any intention, plan or arrangement inconsistent with the foregoing or advise, assist or encourage any other persons in connection with the foregoing. The Shareholders also agree that, during or request that the Term, neither they nor any of their Representatives or affiliates will (i) request Xxxxxx, directly or indirectly, to (1) Company amend or waive any provision of the terms of this paragraph Section 10.10; (including this sentenceviii) sell or transfer more than one percent (21%) otherwise consent of the total outstanding voting securities of the Company to any action inconsistent with any provision person, entity or "group" (within the meaning of this paragraph (including this sentenceSection 13(d)(3) of the 1934 Act), or sell or transfer any such voting securities to any such person, entity or group who or which, after the consummation of such sale or transfer, would beneficially own more than fourteen and nine-tenths percent (ii14.9%) of the total outstanding voting securities of the Company; or (ix) permit any of such Party's affiliates or associates or members of such Party's "GROUP" (within the meaning of Section 13(d)(3) of the 1934 Act) to do any of the foregoing. The Parties agree and acknowledxx xxxx the provisions of this Section 10.10 shall be in addition to the standstill provisions contained in Section 14(a) of the March Letter Agreement to the extent it is in force (NLAG and the Purchasers assert that it is not, the Company asserts that it is) and to the extent it binds any of the Parties (NLAG and the Purchasers take the position that, if it is in force, it binds only the parties who executed it, the Company takes the position that the parties who executed the March Letter Agreement are responsible for causing their affiliates and associates to abide by it); provided, however, that the right of NLAG and the Purchasers contained in clause (i) of the first sentence of this Section 10.10 to purchase in the aggregate 50,000 shares of voting Common Stock shall be deemed to supercede any initiative restriction to the contrary contained in Section 14(a) of the March Letter Agreement with respect only to purchases of Common Stock made or committed to be made prior to the termination of this Agreement; provided, further, however, that in the event this Agreement is validly terminated, Section 14(a) of the March Letter Agreement shall apply to the Parties (if it has remained in force) to the extent such Parties were subject to the provisions of the March Letter Agreement as if Section 14(a) of the March Letter Agreement is no longer superceded as described herein with respect to Xxxxxx that could reasonably any purchases of Common Stock committed to be expected to require Xxxxxx to make a public announcement regarding (1) such initiative or (2) any made after the termination of the activities referred to in this paragraphAgreement.

Standstill Agreement. During the period beginning on the date of this Agreement and ending on the next business day following Xxxxxx'x Annual General Meeting Of Shareholders in 1999 (the "Term")Each Holder agrees that, except as provided in this Agreement or any other Transaction Agreement, during the Standstill Period, neither such Holder nor any of such Holder’s controlled Affiliates will, unless specifically requested invited in writing by Xxxxxx, neither the Shareholders, in their capacity as shareholders of Xxxxxx, nor any of their respective Representatives or affiliates willParent, directly or indirectly, alone or in concert with any other person: (ai) makeacquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, by purchase or otherwise, any direct or indirect beneficial interest in any way participate invoting securities or any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any solicitation of proxies (including by the execution of action by written consent) with respect to any voting securities of Xxxxxx entitled Parent or any of its Subsidiaries; (ii) make or otherwise become a “participant” in any “solicitation” of “proxies” to be voted generally vote (as such terms are used in the election of directors, including Common Shares ("Voting Securities"Exchange Act), (b) become a participant in any election contest with respect to Xxxxxx or nominate candidates for election or appointment as Directors of Xxxxxx, (c) seek to advise or influence any person or entity with respect to the voting of any Voting Securitiesvoting securities of Parent; (iii) form, (d) form join or join any "group" or in any way participate in any "a “group", other than ” within the group in which meaning of Section 13(d)(3) of the Shareholders participate on the date of this Agreement, Exchange Act with respect to any Voting Securitiesvoting securities of Parent; (iv) publicly offer, seek, or propose to acquire, outside the ordinary course of business, any of the assets of Parent or any of its Subsidiaries, (ev) otherwise propose or participate in a proposal to Parent or any of its Affiliates or any other Person with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or other transaction involving Parent or any of its Subsidiaries; (vi) otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter for submission to a vote be voted upon by the stockholders of shareholders Parent or any of Xxxxxx its Affiliates; or seek (vii) announce an intention to convene a special meeting take, or enter into any arrangement or understanding with others to take, any of the shareholders of Xxxxxx, actions restricted or (f) publicly disclose or announce any intention, plan or arrangement inconsistent with the foregoing. The Shareholders also agree that, during the Term, neither they nor any of their Representatives or affiliates will prohibited under clauses (i) request Xxxxxx, directly or indirectly, to through (1vii) amend or waive any provision of this paragraph (including this sentence) Section 2.01, or (2) otherwise consent to take any action inconsistent with any provision of this paragraph (including this sentence), or (ii) take any initiative with respect to Xxxxxx that could reasonably be expected to require Xxxxxx would result in Parent having to make a public announcement regarding (1) such initiative or (2) any of the activities matters referred to in clauses (i) through (vii) of this paragraphSection 2.01. Impala may make any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding the foregoing, the restrictions contained in this Section 2.01 shall cease immediately if (x) Parent enters into a definitive agreement to engage in, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, by any other Person or group of a majority of the voting securities or assets of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end of the Standstill Period, except with respect to any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Agreement as Confidential Information pursuant to Section 3.03.

Standstill Agreement. During the period beginning on the date of The Xxxxxxxxxxx Stockholders, including its Affiliates, agree that until this Agreement and ending on the next business day following Xxxxxx'x Annual General Meeting Of Shareholders is terminated in 1999 (the "Term")accordance with Section 3 hereof, except as specifically requested they will not in writing by Xxxxxx, neither the Shareholders, in their capacity as shareholders of Xxxxxx, nor any of their respective Representatives or affiliates willmanner, directly or indirectly, (a) makebid for or acquire any securities of the Company (or beneficial ownership thereof) in excess of the Permitted Ownership Limit; (b) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any solicitation acquisition of proxies any securities (including by or beneficial ownership thereof) in excess of the execution Permitted Ownership Limit or assets of action by written consentthe Company, or any of its subsidiaries, except as contemplated in the SPRI Proposal; (ii) any tender or exchange offer or merger or other business combination involving the Company or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or (iv) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of Xxxxxx entitled to be voted generally the Company, except in favor of the election of directors, including Common Shares ("Voting Securities"), (b) become a participant in any election contest with respect to Xxxxxx or nominate candidates for election or appointment as Directors of XxxxxxSPRI Proposal, (c) seek to influence any person with respect to the voting of any Voting Securitiesform, (d) form or join any "group" or in any way participate in any a "group"" (as defined under the Securities Exchange Act of 1934, other than the group in which the Shareholders participate on the date of this Agreementas amended), with respect to any Voting Securitiesthe securities of the Company, except as contemplated by this Agreement and the transactions contemplated hereby, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board or policies of the Company, (other than acting as a shareholder or director in the ordinary course), (e) propose any matter for submission to a vote of shareholders of Xxxxxx or seek to convene a special meeting of the shareholders of Xxxxxx, or (f) publicly disclose or announce any intention, plan or arrangement inconsistent with the foregoing. The Shareholders also agree that, during the Term, neither they nor any of their Representatives or affiliates will (i) request Xxxxxx, directly or indirectly, to (1) amend or waive any provision of this paragraph (including this sentence) or (2) otherwise consent to take any action inconsistent with any provision (other than as required by the Securities Exchange Act of this paragraph (including this sentence)1934, or (iias amended) take any initiative with respect to Xxxxxx that could reasonably be expected to require Xxxxxx which might force the Company to make a public announcement regarding (1) such initiative or (2) any of the activities referred types of matters set forth in (a) through (d) above, (f) advise, assist or encourage any other persons in connection with the foregoing, or (g) enter into any discussions or arrangements with any third party (other than the Board, any committee of the Board or any representative of the Company) with respect to in this paragraphany of the foregoing.

Standstill Agreement. During Seller shall not, and shall cause its Affiliates not to, either directly or through investment bankers, attorneys, accountants or other advisors ("Representatives") unless and until Seller shall has received the period beginning on prior written invitation or approval of a majority of directors of Buyer (it being understood that the date execution of this Agreement and ending on by the next business day following Xxxxxx'x Annual General Meeting Of Shareholders in 1999 (the "Term"parties does not constitute such an invitation), except as specifically requested in writing by Xxxxxx, neither the Shareholders, in their capacity as shareholders of Xxxxxx, nor any of their respective Representatives or affiliates will, directly or indirectlyindirectly (i) acquire, agree to acquire or make any proposal to acquire any securities of Buyer or any of its subsidiaries, any warrant or option to acquire any such securities, any security convertible into or exchangeable for any such securities or any other right to acquire any such securities, (aii) seek or propose, or, as to any of the following occurring prior to the Closing under the Acquisition Agreement, unless approved by a majority of the current directors of Buyer (excluding Seller's de- signees) vote in favor of, any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquida- tion, restructuring, recapitalization or similar transac- tions of or involving Buyer or any of its subsidiaries, (iii) make, or in any way participate in, any solicitation "solicita- tion" of proxies "proxies" or "consents" (including by whether or not relating to the execution election or removal of action by written consentdirectors) within the meaning of Regulation 14A under the Securities and Ex- change Act of 1934 as amended (the "Exchange Act") with respect to any securities of Xxxxxx entitled Buyer or any of its subsid- iaries, or seek to be voted generally in the election of directors, including Common Shares ("Voting Securities"), (b) advise influence any person or become a participant in any election contest with respect to Xxxxxx or nominate candidates for election or appointment as Directors of Xxxxxx, (c) seek to influence any person with respect to the voting of any Voting Securitiessecuri- ties of Buyer or any of its subsidiaries, or demand a copy of the stock ledger list of stockholders, or any other books and records of Buyer or any of its subsidiar- ies (other than requests made by Seller's designees on Buyer's board of directors exercising their fiduciary duties as directors of Buyer), (div) form initiate, propose or participate in the solicitation of stockholders for the approval of one or more stockholder proposals with re- spect to Buyer or its subsidiaries, as described in Rule 14a-8 under the Exchange Act, or induce or encourage any other individual or entity to initiate any stockholder proposal relating to Buyer or its subsidiaries, (v) form, join any "group" or in any way participate in any a "group", other than " (within the group in which meaning of Section 13(d)(3) of the Shareholders participate on the date of this Agreement, Exchange Act) with respect to any Voting Securitiesacquisition of securities of Buyer or any of its subsidiaries, (evi) propose any matter for submission otherwise act, alone or in concert with others, to a vote of shareholders of Xxxxxx or seek to convene a special meeting control or influence, in any manner, the management, Board of Directors or poli- cies of Buyer or any of its subsidiaries (other than actions taken by Seller's designees on Buyer's board of directors exercising their fiduciary duties as directors of Buyer), (vii) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or en- courage, any other persons in connection with any of the shareholders of Xxxxxxforegoing, or make any investment in (fother than passive investments permitted by Sections 3 and 6 hereof), in any of the foregoing, (viii) make any publicly disclosed pro- posal regarding any of the foregoing; (ix) enter into any discussions, negotiations, arrangements or under- standings with or provide any information to any third party with respect to any of the foregoing; or (x) disclose or announce any intention, plan or arrangement inconsis- tent with the foregoing prohibitions or advise or assist any third party in connection with any activity included in the foregoing prohibitions. Seller also shall not make any proposal, statement or inquiry, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with the foregoing. The Shareholders also agree that, during the Term, neither they nor any of their Representatives or affiliates will (i) request Xxxxxx, directly Buyer di- rectly or indirectly, to (1) amend amend, waive or waive terminate any provision of this paragraph (including this sentence) Section 5 or (2) otherwise consent to any action inconsistent with any provision the term of this paragraph Section 5 (including this sentence). During the period from the date of this Agreement through the closing under the Acquisition Agreement, if Seller is approached by any third party concerning the participation by Seller or (ii) take any initiative with respect to Xxxxxx that could reasonably be expected to require Xxxxxx to make the third party in a public announcement regarding (1) such initiative transaction involving Buyer's assets, businesses or (2) securities or involving any of the activities referred to in this paragraphforego- ing actions, Seller will promptly inform Buyer of the nature of such contact and the parties thereto.