Common use of Standstill Agreement Clause in Contracts

Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)).

Standstill Agreement. In consideration During the period beginning at the Effective Time and ending on the later of (x) the Confidential Information being furnished day the Stockholder Designee is no longer a director and (y) two weeks prior to the Receiving Party pursuant to this Agreement, deadline for the Receiving Party agrees that, for a period submission of one year from the date notices of this Agreement (or, such shorter period agreed to by stockholder nominations or proposals under the Company with a third party who is provided access to the Confidential Information Bylaws for the purpose of evaluating a possible Transaction, 2017 Annual Meeting (the “Standstill Period”), unless expressly requested by neither of the Stockholders shall, and each of the Stockholders shall cause its Affiliates and Associates under its control or direction, in each case either directly or indirectly, not to: (a) solicit (as such term is used in the proxy rules of the SEC) proxies or consents, become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act or conduct any other type of referendum (binding or non-binding) in each case with respect to, or from the holders of, any shares of Company Common Stock 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 shares of Company Common Stock in each case in opposition to the recommendation or proposal of the Board; (b) seek to call, or to request the calling of, a special meeting of the Company’s stockholders, or make a request for a list of the Company’s stockholders or for any books and records of the Company; (c) except as specifically permitted in Section 3(c) of this Agreement, nominate persons for election to, or seek to remove any person from, the Board or propose any other business at any meeting of the Company’s stockholders or initiate, encourage or participate in any “withhold” or similar campaign with respect to any meeting of the Company’s stockholders; (d) commence, encourage, support or join as a party any litigation, arbitration or other proceeding (including a derivative action) against or involving the Company or any of its Board current or former directors or officers (including derivative actions) other than to enforce the provisions of Directors this Agreement; (e) seek or propose any committee thereofmerger, acquisition, recapitalization, restructuring, disposition or other extraordinary transaction involving the Company; or (f) in writingtake or encourage any action, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (ci) form, join or in any way participate in a “group” (within as defined under the meaning of Section 13(d)(3Exchange Act) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, (other than any a group comprised solely of the Receiving Party Stockholders and its affiliatestheir respective Affiliates and Associates) with respect to the Company, (dii) otherwise act, alone or in concert with others, to seek representation on or to control, advise, change or influence control the management, board of directorsthe Board or the policies, governing instrumentsstrategy, policies operations or affairs governance of the Company, to control the composition of management or the Board (eexcept as provided in Section 3(c) make any public disclosureof this Agreement), or (iii) take any action that could require would or would reasonably be expected to force the Company or either of the Stockholders to make any a public disclosure, with respect to announcement regarding any of the types of matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery foregoing provisions of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing Section 4 or (giv) have take any discussions action challenging the validity or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with enforceability of any of the provisions of this Section 4. Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the Stockholder Designee from exercising his or her rights and fiduciary duties as a director of the Company. The Receiving Party also agrees during such period foregoing provisions of this Section 4 shall not be deemed to request prohibit either of the Stockholders from (i) engaging in ordinary course stockholder communications (which may include a Stockholder presenting its opinions) privately with the Company or its Board members or employees or (ii) privately requesting a waiver of any of the Company Representatives, directly or indirectly, to amend or waive any provision foregoing provisions of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))4.

Standstill Agreement. In consideration 5.1 Unless approved in advance by the Board of Directors of the Confidential Information being furnished to the Receiving Party pursuant to this AgreementCompany in writing, the Receiving Party Recipient agrees thatthat neither it nor any of its Affiliates will, for a period of one year from twelve (12) months after the date of this Agreement hereof (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transactionperiod, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): ): (a) in (1) effect, offer, or propose to effect or offer (i) any manner acting alone tender or in concert with othersexchange offer, acquire, agree to acquire merger or make any proposal to acquire, directly or indirectly, by means of purchase, merger, other business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of involving the Company or any assets of its subsidiaries; (ii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, Company or any of its subsidiaries; or (biii) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” or shareholder “consents” (as such terms are defined or used in Regulation 14A under the proxy rules Securities Exchange Act of 1934 (as amended and restated, the “Exchange Act”)) with respect to any shares or other securities of the Securities and Company or become a “participant” in any “election contest” or other proxy contest (as such terms are defined or used in Rule 14a-11 under the Exchange CommissionAct) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, ; (c2) form, join or in any way participate in a “group” (within as defined under the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amendedAct) with respect to the Company or the acquisition or voting of any voting securities of the Company, ’s voting shares (other than any a group comprised consisting solely of the Receiving Party Recipient and its affiliatesAffiliates); (3) initiate, or propose any shareholder proposals for submission to a vote or written consent of the Company’s shareholders or propose any Person for election to or seek representation on the Company’s Board of Directors; (d4) otherwise act, alone or in concert with others, to seek to control, advise, change or influence control the management, board Board of directors, governing instruments, Directors or policies or affairs of the Company, ; (e5) make any public disclosure, or take any action that could require which might force the Company to make a public announcement regarding the matters set forth in clauses (a)(1) through (4) above or in Section 5.1(b); or (6) enter into any public disclosurediscussions, arrangements or agreements with any third party, other than its financial, legal or other advisors, with respect to any of the foregoing or the matters set forth in this AgreementSection 5.1(b); or (b) acquire (or propose or agree to acquire) ownership (including, other than but not limited to, beneficial ownership as defined in Rule 13d-3 under the required amendment to the Receiving Party’s Schedule 13D filing as a result Exchange Act) or control of, by purchase or otherwise, any loans, debt securities or equity securities of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of its subsidiaries, or rights or options to acquire interests in any of the Company RepresentativesCompany’s loans, directly debt securities, equity securities, or indirectlyassets, except to amend the extent resulting exclusively from actions taken by the Company; or (c) publicly make or announce, or otherwise publicly disclose an intent to propose, any demand, request or proposal to amend, waive or terminate any provision of this Agreement, including requesting a waiver or modification of this Section 6 (including this sentence). 5.1. 5.2 Notwithstanding any provision in this Agreement anything to the contrarycontrary in Section 5.1, (i) Recipient may submit to the Company one or more offers, proposals or indications of interest related to a Transaction between Recipient or its Affiliates and the Company; provided that each submission is made solely to the Company’s Board of Directors or senior management team on a confidential basis and in a manner that would not reasonably be expected to require the Company to make public disclosure of such offer, proposal or indication of interest as reasonably determined by the Company. 5.3 Notwithstanding the foregoing provisions of Section 5.1, the Standstill Period shall terminate expire immediately if, after the date of this Agreement, if (A1) the Company enters into a definitive agreement with any Person(s) other than Recipient or its Affiliates or any group containing Recipient or its Affiliates (a third party “Third Party”), which definitive agreement provides for (a) a tender or exchange offer to effectuate acquire directly or indirectly common stock under circumstances such that, immediately after such acquisition, such Third Party would beneficially own more than a sale of 50% or more majority of the consolidated assets voting power of the outstanding equity securities of the Company or 50% (b) a merger, consolidation or more of other business combination that would result in the Company’s stockholders immediately prior to the consummation of such transaction owning less than a majority of the voting power of the outstanding equity securities, securities of the resulting entity (Band in the ultimate parent company of such resulting company) the Company publicly announces the conclusion immediately following consummation of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, transaction; or (2) such petition application a tender or proceeding exchange offer is not dismissed within 30 days and (ii) made for the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration common stock of the applicable time period for stockholders Company which, if consummated, would result in a Third Party beneficially owning more than a majority of the voting power of the outstanding equity securities of the Company and the Board of Directors of the Company either accepts such offer or fails to nominate directors for election at recommend that its shareholders reject such offer within ten business days from the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance date of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) commencement of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))such offer.

Standstill Agreement. In consideration (a) Except as provided in Section 8.11(b) and contemplated by this Agreement and the transactions contemplated hereby or in connection with the execution and consummation of the Confidential Information being furnished to the Receiving Party pursuant to this AgreementVoting Agreements, the Receiving Party Purchaser agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to unless authorized by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) of the Company in writing, the Receiving Party shall not (and shall cause neither Purchaser nor any of its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (aas such term is defined in the Exchange Act) will in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquiremanner, directly or indirectly, by means of purchase(i) effect or seek, mergeroffer or propose (whether publicly or otherwise) to effect, business combination or cause or participate in or in any way assist any other mannerPerson to effect or seek, beneficial ownership offer or propose (whether publicly or otherwise) to effect, or cause or participate in, (A) any acquisition of any Common Stock or other voting securities of the Company; (B) any tender or exchange offer, direct merger or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of other business combination involving the Company; (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company; or (bD) make, or in any way participate in, directly or indirectly, any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules of the Securities and Exchange CommissionSEC) or consents other agreements to vote, vote any shares of Common Stock or seek to advise or influence any person with respect to the voting of, any other voting securities of the Company, ; (cii) form, join or in any way participate in a “"group” " (within as defined in the meaning of Section 13(d)(3Exchange Act) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) or otherwise act, alone or in concert with others, to seek to control, advise, change control or influence the management, board Board of directors, governing instruments, Directors or policies or affairs of the Company, ; (eiii) make any public disclosure, or take any action that could require which might force the Company to make a public announcement regarding any public disclosure, of the types of matters set forth in subsection (i) above; or (iv) enter into any discussions or arrangements with any Third Party with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, foregoing. (fb) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision anything in this Agreement to the contrary, (i) in the Standstill Period event that a Third Party shall terminate immediately ifcommence a tender or exchange offer for more than 25% of the outstanding voting securities of the Company, nothing herein shall prevent Purchaser from, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more termination of the consolidated assets Voting Agreements, commencing a tender offer to purchase any outstanding voting securities of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))response thereto.

Standstill Agreement. In consideration During the Standstill Period, without the prior consent of the Confidential Information being furnished to the Receiving Party pursuant to this AgreementBoard (as evidenced by a duly adopted resolution), the Receiving Party agrees thatStockholder shall not, for and shall cause her Affiliates not to, directly or indirectly, in any manner (including through her Representatives): (a) acquire, or offer or seek or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another Person, by joining a period partnership, limited partnership, syndicate or other group (including any group of one year from persons that would be treated as a single “person” under Section 13(d) of the date Securities Exchange Act of this Agreement 1934, as amended (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill PeriodExchange Act”)), through swap or hedging transactions or otherwise (the taking of any such action, an “Acquisition”), unless expressly requested by ownership (beneficial or otherwise) of any securities or assets of the Company or any of its Board of Directors subsidiaries (or any committee thereofdirect or indirect rights or options to acquire such ownership, including voting rights decoupled from the underlying voting securities of the Company or any of its subsidiaries, or otherwise act in concert with respect to the Acquisition of such securities, rights or options with any Person) in writingsuch that after giving effect to any such Acquisition, the Receiving Party shall not Stockholder and her Affiliates hold, directly or indirectly, in excess of, in the case of the Company, 9.9% of the Company’s then outstanding capital stock, and in the case of any subsidiary of the Company, 9.9% of such subsidiary’s then outstanding capital stock; (and shall cause its affiliates not b) (i) nominate, give notice of an intent to and shall cause its and their respective Representatives acting nominate, or recommend for nomination a person for election to the Board at its and their respective behalf not to): any Stockholder Meeting at which directors of the Board are to be elected; (aii) knowingly initiate, encourage or participate in any manner acting solicitation of proxies in respect of any election contest with respect to the Company’s directors (other than any such solicitation of proxies by the Board); (iii) submit any stockholder proposal (pursuant to Rule 14a-8 or otherwise) for consideration at, or bring any other business before, any Stockholder Meeting; (iv) knowingly initiate, encourage or participate in any solicitation of proxies in respect of any stockholder proposal for consideration at, or bring any other business before, any Stockholder Meeting; (v) knowingly initiate, encourage or participate in any “withhold” or similar campaign with respect to any Stockholder Meeting or any solicitation of written consents of stockholders; (vi) request, or knowingly initiate, encourage or participate in any request, to call a special meeting of the Company’s stockholders; (vii) seek, alone or in concert with others, acquire, agree to acquire or make amend any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities provision of the Company, direct ’s charter or indirect rights bylaws; or (viii) take any action similar to acquire the foregoing with respect to any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, ’s subsidiaries; (bc) make, or participate in, or in any way knowingly assist, facilitate or encourage any other Person to make or participate in, directly any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or indirectly, extraordinary transaction involving the Company or any “solicitation” of “proxies” its subsidiaries or their securities or assets; (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (cd) form, join join, participate in, or in any way participate in knowingly encourage the formation of, a “group” group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amendedAct) with respect to any voting securities of the CompanyCompany or any of its subsidiaries; (e) deposit any securities of the Company or any of its subsidiaries into a voting trust, or subject any securities of the Company or any of its subsidiaries to any agreement or arrangement with respect to the voting of such securities (other than any group comprised solely of delivering to the Receiving Party and Company or its affiliates, (d) otherwise act, alone designee a proxy in connection with a solicitation made by or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs on behalf of the Company, ); (ef) make any request for stockholder list materials of the Company; (g) make any public disclosureannouncement with respect to any extraordinary transaction involving the Company or any of its subsidiaries or any of their securities or assets; (h) seek, or take encourage or support any action that could require effort to, influence or control the management, Board, business, or policies of the Company or any of its subsidiaries (including proposing one or more additional directors or seeking to make accelerate the timeline implied by Section 2(c)); provided, that this subclause (h) shall not restrict in any public disclosure, manner the ability of the Stockholder to vote her shares of Common Stock in her sole discretion (subject to Section 4); (i) enter into any understandings or arrangements with any Person with respect to any of the matters foregoing actions, or knowingly encourage or assist any other Person to undertake any of the foregoing actions; (j) contest the validity of, or publicly request any waiver of, the obligations set forth in this Agreement, other than the required amendment Section 3; or (k) take any action that could reasonably be expected to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request require the Company or any of its subsidiaries to make a public announcement regarding any of the Company Representatives, directly or indirectly, to amend or waive any provision of events described in this Section 6 (including this sentence). Notwithstanding any provision 3; provided, however, that nothing in this Agreement Section 3 shall be deemed to prohibit the contrary, Stockholder or her Representatives from (i) communicating privately with the Standstill Period shall terminate immediately ifCompany’s Representatives so long as such private communications are otherwise permitted by the following paragraph and would reasonably be determined not to trigger public disclosure obligations for any Party or (ii) communicating with any Person with respect to the sale, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% transfer or more other disposition of the consolidated assets of Stockholder’s shares (but not any other Company stockholder’s shares) in connection with any extraordinary transaction involving the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion any of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed subsidiaries or any such proceeding is commenced against of their securities or assets; and provided further that nothing in this Section 3 shall be deemed to prohibit the Company and either (1) the Company indicates its approval thereof, consent thereto Stockholder from tendering into a tender or acquiescence therein, exchange offer or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely voting her shares in her sole discretion with respect to clause (b) any extraordinary transaction involving the Company or any of this Section 6 its subsidiaries or any of their securities or assets. The Stockholder shall terminate ten days prior communicate any specific operational or governance proposals with respect to the expiration Company solely to the CEO or the CFO or the Chair or Vice Chair of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))Board.

Standstill Agreement. In consideration During the period commencing on the date hereof and ending June 30, 1999 (the "Standstill Period"), each Member of the Confidential Information being furnished Shareholder Group: A. shall cause all shares of capital stock of the Company which have the right to vote generally in the Receiving Party pursuant to this Agreementelection of directors, including, without limitation, shares of Common Stock (collectively, the Receiving "Voting Stock"), that are beneficially owned (within the meaning of Regulation 13D and Rules 13d-3 and 13d-5 under the Exchange Act) by such Party agrees thatto be present, for a period in person or by proxy, at all meetings of one year from the date shareholders of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information so that all such shares may be counted for the purpose of evaluating determining if a possible Transaction, the “Standstill Period”), unless expressly requested quorum is present at such meetings and (ii) to be voted in favor of persons nominated and recommended by the Company or its Board of Directors (or any committee thereof) of the Company in writing, the Receiving Party election of directors for the 1999 meeting of the shareholders of the Company; B. shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquirenot, directly or indirectly, by means of purchase, merger, business combination solicit any proxies or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights consents with respect to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, Voting Stock or in any way participate in, directly or indirectly, in any “"solicitation” " of “proxies” any "proxy" with respect to shares of Voting Stock (as such terms are defined in Rule 14a-1 under the Exchange Act) or become a "participant" in any election contest with respect to the Company (as such term is used in Rule 14a-11 under the proxy rules of the Securities and Exchange CommissionAct) or consents request or induce or attempt to voteinduce any other person to take any such actions or attempt to advise, counsel or seek to advise or otherwise influence in any way any person with respect to the voting ofof Voting Stock; C. except as provided in the Shareholders Agreement, any voting securities of the Company, shall not (ci) form, join or otherwise participate in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amendedor Rule 13d-5 thereunder) with respect to any Voting Stock (a "13D Group"), (ii) otherwise act in concert with any other person for the purpose of holding or voting securities of Common Stock, or (iii) file any amendment to any Schedule 13D that relates to a plan or proposal referred to in paragraphs (d) or (g) of Item 4 of Schedule 13D or that contains any statement that is in any way inconsistent with the provisions of this Agreement; D. shall not deposit any Voting Stock in a voting trust or subject any Voting Stock to any arrangement or agreement with respect to the voting of such Voting Stock or other agreement having similar effect; E. except as expressly contemplated hereby, shall not make any proposal (including any proposal pursuant to Rule 14a-8 under the Exchange Act) or bring any business before any meeting of the Companyshareholders of the Company and, other than actions proposed or taken at any group comprised solely meeting of the Receiving Party and its affiliatesBoard of Directors, (d) otherwise act, alone shall not take or in concert with others, to seek to controltake any action in the name or on behalf of the Company except pursuant to the performance of any responsibilities attendant to any office in the Company held by such Party or pursuant to a resolution adopted by the Board of Directors; F. not acquire, advisepropose to acquire (or publicly announce an intention to acquire by purchase or otherwise any Voting Securities or propose (or publicly announce or otherwise disclose an intention to propose) solicit, change offer, seek to effect, negotiate with or influence provide any confidential information relating to the managementCompany or its business to any Person (as defined in Section 3(a)(9) of the Exchange Act) with respect to any tender or exchange offer, board merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company; G. shall not (i) seek election to, nor seek to place a representative on the Board of directors, governing instruments, policies or affairs Directors of the Company, (eii) make seek the removal of any public disclosuremember of the Board of Directors, (iii) call or seek to have called any meeting of the shareholders of the Company for any purposes, (iv) take any other action to control the Company, or take (v) demand, request or propose to amend, waive or terminate the provision of this Section 1.5; and H. shall not enter into any action that could require the Company to make discussions, negotiations, arrangements or understandings with any public disclosure, other person with respect to any of the foregoing matters set forth referred to in this AgreementSection 1.5; (a) under the Exchange Act, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after effect on the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)).

Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) During the Standstill Period, for so long as the Company remains in any manner acting alone material compliance with its Principal Obligations, Red Oak shall not, and will cause its Affiliates and Associates not to: (i) solicit proxies or in concert with otherswritten consents of shareholders, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of person with the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or power to direct the voting of any securities give or withhold consent in respect of the Company Common Stock, or conduct, encourage, participate or engage in any other type of referendum (binding or non-binding) with respect to, or from the holders of Common Stock or any assets other person with the right to vote or power to give or withhold consent in respect of the Common Stock, other than as approved by a majority of the Board; provided, that this restriction shall not apply as to a proposal with respect to the approval of (i) an increase in the size of the Company’s stock option pool, (bii) the grant or other issuance of any equity securities, (iii) a change of control transaction or (iv) an acquisition; (ii) make, or in any way participate in, directly or indirectly, engage in any “solicitation” of “proxies” any proxy, consent or other authority to vote any Common Stock, with respect to any matter; (as such terms are used in the proxy rules of the Securities and Exchange Commissioniii) or consents to vote, or seek to advise or influence any person place a representative on the Board (other than as provided herein with respect to the voting ofDesignee Director) or seek the removal of any director from the Board; (iv) become a participant in any contested solicitation against the Company, including without limitation relating to the removal or the election of directors proposed by the Company; (v) initiate, propose or otherwise solicit shareholders for the approval of any voting securities shareholder proposal with respect to the Company (other than a proposal that the Board has recommended that the Company’s shareholders vote to approve); (vi) without the prior written consent of the Company, (c) form, join or in any way participate in a “partnership, limited partnership, syndicate or other group” (within the meaning of , including without limitation a group as defined under Section 13(d)(313(d) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosureAct, with respect to the Common Stock, or otherwise support or participate in any of effort by a third party with respect to the matters set forth in paragraphs (i) – (v) of this AgreementSection 5(a), or deposit any Common Stock in a voting trust or subject any Common Stock to any voting agreement (other than as contemplated herein); (vii) either directly or indirectly for itself or its Affiliates, or in conjunction with any other person or entity in which it proposes to be either a principal, partner or financing source, effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way knowingly support, assist or facilitate any other person to effect or seek, offer or propose to effect, or cause or participate in, (A) any tender offer or exchange offer, merger, acquisition or other business combination involving the required amendment Company or any of its subsidiaries or Affiliates; (B) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries or Affiliates; or (C) any form of restructuring, recapitalization or similar transaction with respect to the Receiving Party’s Schedule 13D filing Company or any of its subsidiaries or Affiliates; provided, however that nothing herein shall limit the rights or activities of the Designee Director acting in his capacity as a result director of the execution and delivery Company; provided, further however, the restrictions contained in this subsection (vii) shall not be applicable to any such transaction or process approved by a majority of this Agreement, the Board of Directors; (fviii) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements arrangements, understanding or agreements relating to the Company (whether written or oral) with, or advise, finance, assist or encourage encourage, any other persons person in connection with any of the foregoing. The Receiving Party also agrees during such period not , or make any investment in or enter into any arrangement relating to request the Company with, any other person that Red Oak knows or has reason to know engages, or offers or proposes to engage, in any of the Company Representatives, directly activities or indirectly, to amend or waive any provision transactions referenced in the foregoing paragraphs of this Section 6 5(a); or (including this sentence). Notwithstanding ix) take or intentionally cause or actively induce others to take any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement action directly inconsistent with a third party to effectuate a sale of 50% or more any of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))foregoing.

Standstill Agreement. In consideration of the Confidential Information being furnished Except pursuant to the terms of a Transaction that has previously been authorized by the Disclosing Company, the Receiving Party pursuant to Company agrees that, during the term of this Agreement, neither the Receiving Party agrees that, for a period Company nor any of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): shall, directly or indirectly: (a) in any manner acting alone acquire or in concert with others, acquire, agree offer to acquire or make any proposal agree to acquire, directly or indirectly, by means of purchase, merger, business combination purchase or in any other mannerotherwise, beneficial ownership of any securities of the CompanyDisclosing Company and/or any of its affiliates; (b) "solicit," or participate in the "solicitation" of, direct "proxies" (as such terms are defined or indirect rights used in Rule 14a-1 under the Exchange Act and such terms to acquire any securities have such meanings throughout this Agreement) in opposition to the recommendation of the Company (including any derivative securities with economic equivalents Board of ownership of any of such securities), any right to vote or to direct the voting of any securities Trustees of the Disclosing Company or any assets board of directors, manager or general partner of any Disclosing Company affiliate or become a participant in an election contest with respect to the election of trustees or other similar elected persons of the Company, (b) makeDisclosing Company and/or any of its affiliates, or in otherwise seek to influence or affect the vote of any way participate inequityholder of the Disclosing Company and/or any of its affiliates; (c) enter into, directly or indirectly, any “solicitation” merger, tender or exchange offer, restructuring or business combination involving the Disclosing Company or any of “proxies” its affiliates; (as such terms are used in the proxy rules d) acquire, directly or indirectly, a material portion of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities assets of the CompanyDisclosing Company or any of its affiliates, other than in connection with the Credit Relationship; (ce) form, join or in any way participate in a “group” (within partnership, limited liability company, syndicate or other group or enter into any contract, arrangement, understanding or relationship or otherwise act in concert with any other person for the meaning purpose of Section 13(d)(3) acquiring, holding, voting or disposing of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the CompanyDisclosing Company and/or any of its affiliates; (f) seek to appoint, other than elect or remove any group comprised solely member of the Receiving Party and Board of Trustees of the Disclosing Company and/or any director, manager or general partner of any Disclosing Company affiliate or make any public statements proposing or suggesting any change in the Board of Trustees or management of the Disclosing Company; (g) initiate or propose to the holders of securities of the Disclosing Company and/or any of its affiliates, (d) or otherwise actsolicit their approval of, alone or in concert with others, any proposal to seek to control, advise, change or influence be voted on by the management, board holders of directors, governing instruments, policies or affairs securities of the Company, (e) make any public disclosure, or take any action that could require the Disclosing Company to make any public disclosure, with respect to and/or any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, its affiliates; or (fh) disclose any intention, plan or arrangement inconsistent with to take any of the foregoing or actions enumerated in clauses (a) through (g) have any discussions above or enter into any arrangements (whether written participate in, aid or oral) with, abet or advise, assist otherwise induce or attempt to induce or encourage any other persons in connection with person to take any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions actions enumerated in clauses (c), (d), (e), (fa) and through (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))above.

Standstill Agreement. In consideration For the purposes of this Section 4.11, “Securities” shall refer to the securities of the Confidential Information being furnished Company and any direct or indirect options, warrants or other rights to acquire, or any securities convertible into or exchangeable for, any equity securities of the Receiving Party pursuant Company. Seller represents and warrants to this AgreementPurchaser that as of the Closing Date, neither it nor any of its subsidiaries (other than the Receiving Party Company) shall own any Securities. Seller agrees that, that for a period of one year from the date hereof until the earlier of the termination of this Agreement and three years after Closing (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by neither Seller nor its Representatives (on behalf of Seller) will, directly or indirectly (except within the Company or its Board terms of Directors a specific request from Purchaser), (or any committee thereofi) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly offer or indirectly, by means of purchase, merger, business combination or in any other manner, propose to acquire beneficial ownership of any securities Securities; (ii) seek, propose or submit any offer for any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction or other extraordinary transaction of or involving the Company, direct or indirect rights to acquire involving any securities of the Company Securities; (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (biii) make, or in any way participate in, directly or indirectly, any “solicitation” solicitation of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) proxies or consents (whether or not relating to votethe election or removal of directors) with respect to any Securities, become a participant in any election contest with respect to the Company or seek to advise or influence any person with respect to the voting ofof any Securities or demand a copy of the stock ledger, list of holders of Securities, or any voting securities other books and records of the Company, ; (civ) form, join or in any way participate in a “group” group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amendedAct) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, Securities; (dv) otherwise act, alone or in concert with others, to seek to controlcontrol or influence, advisein any manner, change or influence the management, board the Board of directors, governing instruments, Directors of the Company or policies or affairs of the Company; (vi) seek, (e) make any public disclosurealone or in concert with others, or take any action that could require representation on the Board of Directors of the Company to make or seek the removal of any public disclosure, with respect to any member of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result Board of Directors of the execution and delivery Company or a change in the size of this Agreement, the Board of Directors of the Company; (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (gvii) have any discussions or enter into any arrangements arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage encourage, any other persons Persons in connection with any of the foregoing. The Receiving Party also agrees during such period not , or make any investment in any other Person that engages, or offers or proposes to request the Company or engage, in any of the foregoing; (viii) make any publicly disclosed proposal regarding any of the foregoing; or (ix) make any other proposal or statement, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with the foregoing, or request or suggest that the Company Representativesamend, directly waive or indirectly, to amend or waive terminate any provision of this Section 6 (including this sentence)4.11. Notwithstanding Seller shall not sell, transfer, or otherwise dispose of, any provision in this Agreement of the Shares prior to the contraryClosing. As used herein, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof“Representatives” will be deemed to include each Person that is or becomes (a) a subsidiary or other affiliate of such party or (b) an officer, consent thereto director, employee, partner, attorney, advisor, accountant, agent or acquiescence thereinrepresentative of such party or any of such party’s subsidiaries or other affiliates, or and (2) the terms “election contest,” “group,” “solicitation” and “beneficial ownership” have the meanings given to such petition application or proceeding is not dismissed within 30 days terms in the Exchange Act, and (ii) the Standstill Period solely with respect to clause (b) rules and regulations promulgated thereunder. Seller and Purchaser recognize, acknowledge and agree that any remedy at law for any breach of the provisions of this Section 6 shall terminate ten days prior 4.11 would be inadequate. Accordingly, Seller agree that if Seller breaches, or threatens to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (andbreach, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) any provision of this Section 6 4.11, Purchaser will have available, in addition to any other right or remedy otherwise available, the right to preliminary and permanent injunctive relief and other equitable relief to prevent or curtail any such breach or threatened breach and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach or threatened breach of such provisions may be effectively restrained. Seller further agrees that it will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that Purchaser has or had an adequate remedy at law. No specification in this Section 4.11 of a specific legal or equitable remedy shall not apply to be construed as a waiver or prohibition against the activities that were previously expressly prohibited by clause (b) pursuit of other legal or equitable remedies in the event of a breach or threatened breach of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))4.11.

Standstill Agreement. In consideration of During the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from beginning on the date of this Agreement and ending on the next business day following Xxxxxx'x Annual General Meeting Of Shareholders in 1999 (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”"Term"), unless expressly except as specifically requested in writing by Xxxxxx, neither the Company or its Board Shareholders, in their capacity as shareholders of Directors (or Xxxxxx, nor any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and of their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquireaffiliates will, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (ba) make, or in any way participate in, directly or indirectly, any “solicitation” solicitation of “proxies” proxies (as such terms are used including by the execution of action by written consent) with respect to any securities of Xxxxxx entitled to be voted generally in the proxy rules election of the Securities and Exchange Commissiondirectors, including Common Shares ("Voting Securities"), (b) become a participant in any election contest with respect to Xxxxxx or consents to votenominate candidates for election or appointment as Directors of Xxxxxx, or (c) seek to advise or influence any person with respect to the voting of, of any voting securities of the CompanyVoting Securities, (cd) form, form or join any "group" or in any way participate in a “any "group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company", other than any the group comprised solely in which the Shareholders participate on the date of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosurethis 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 matters set forth in this Agreementshareholders of Xxxxxx, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, or (f) publicly disclose or announce any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party Shareholders also agrees agree that, during such period not to request the Company or Term, neither they nor any of the Company Representativestheir Representatives or affiliates will (i) request Xxxxxx, directly or indirectly, to (1) amend or waive any provision of this Section 6 paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (Dii) take any bankruptcy petition is filed or any such proceeding is commenced against the Company and either initiative with respect to Xxxxxx that could reasonably be expected to require Xxxxxx to make a public announcement regarding (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, such initiative or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration any of the applicable time period for stockholders activities referred to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))paragraph.

Standstill Agreement. In consideration of During the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from beginning on the date of this Agreement and ending on the next business day following Loewxx'x Xxxual General Meeting Of Shareholders in 1999 (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”"Term"), unless expressly except as specifically requested in writing by Loewxx, xxither the Company or its Board Shareholders, in their capacity as shareholders of Directors (or Loewxx, xxr any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and of their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquireaffiliates will, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (ba) make, or in any way participate in, directly or indirectly, any “solicitation” solicitation of “proxies” proxies (as such terms are used including by the execution of action by written consent) with respect to any securities of Loewxx xxxitled to be voted generally in the proxy rules election of the Securities and Exchange Commissiondirectors, including Common Shares ("Voting Securities"), (b) become a participant in any election contest with respect to Loewxx xx nominate candidates for election or consents to voteappointment as Directors of Loewxx, or (x) seek to advise or influence any person with respect to the voting of, of any voting securities of the CompanyVoting Securities, (cd) form, form or join any "group" or in any way participate in a “any "group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company", other than any the group comprised solely in which the Shareholders participate on the date of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosurethis Agreement, with respect to any Voting Securities, (e) propose any matter for submission to a vote of shareholders of Loewxx xx seek to convene a special meeting of the matters set forth in this Agreementshareholders of Loewxx, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, xx (f) publicly disclose or announce any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party Shareholders also agrees agree that, during such period not to request the Company or Term, neither they nor any of the Company Representativestheir Representatives or affiliates will (i) request Loewxx, directly xxrectly or indirectly, to (1) amend or waive any provision of this Section 6 paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (Dii) take any bankruptcy petition is filed or any such proceeding is commenced against the Company and either initiative with respect to Loewxx xxxt could reasonably be expected to require Loewxx xx make a public announcement regarding (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, such initiative or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration any of the applicable time period for stockholders activities referred to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))paragraph.

Standstill Agreement. In consideration (a) During the period commencing on the date hereof and ending on the earlier of (i) the expiration of the Confidential Information being furnished to Standstill Period or (ii) the Receiving Party pursuant to date these provisions terminate as provided herein, except as (x) contemplated by this AgreementAgreement or any other Transaction Document or (y) specifically approved in writing in advance by the Company, the Receiving Party agrees thatInvestors shall not, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not any Affiliates controlled by them to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) not, in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquiremanner, directly or indirectly: (A) acquire, by means or offer or agree to acquire, or become the beneficial owner of purchase, merger, business combination or obtain any rights in any other manner, beneficial ownership respect of any securities of the Company, direct or indirect rights to acquire any securities capital stock of the Company (including in an amount in excess of the Grandfathered Amount, except for the Conversion Shares or otherwise as permitted pursuant to this Agreement or any derivative securities with economic equivalents other Transaction Document, provided, however, that the foregoing limitation shall not prohibit the acquisition of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of its successors issued as dividends or as a result of stock splits and similar reclassifications or received in a merger or other business combination in respect of Preferred Shares or Shares held by the CompanyInvestors or any of their Affiliates at the time of such dividend, split or reclassification or merger or business combination; or (bB) make, solicit proxies or consents or become a "participant" in any way participate in, directly or indirectly, any “a "solicitation” of “proxies” " (as such terms are defined or used in Regulation 14A under the proxy rules Exchange Act) of the Securities and Exchange Commission) proxies or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than Company or any group comprised solely of its successors or initiate or become a participant in any stockholder proposal or "election contest" (as such term is defined or used in Rule 14a-11 under the Receiving Party and its affiliates, (dExchange Act) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of its successors or induce others to initiate the Company Representatives, directly same (except for activities undertaken by the Investors or indirectly, to amend or waive any provision the Investor Designees in connection with solicitations by the Board of this Section 6 Directors). (including this sentence). Notwithstanding any provision in this Agreement to b) The standstill provisions set forth herein shall terminate on the contrary, earliest of (i) the last day of the Standstill Period shall terminate immediately ifPeriod, after (ii) the date occurrence of any breach by the Company in any material respect of any covenant or agreement contained in this Agreement or in any other Transaction Document, (iii) the filing of a voluntary bankruptcy petition by the Company or on the 60th day following the filing of an involuntary bankruptcy petition against the Company if such petition is not discharged with prejudice during such 60-day period, (iv) the occurrence of a change in control (as defined in the Certificate of Designation) of the Company or (v) the occurrence of a Third Party Proposal. (c) For purposes of this Agreement, a Third Party Proposal shall mean and occur if any Person (Aother than the Investors or their Affiliates) the Company enters into makes a definitive agreement with a third party to effectuate a sale of 50% bona fide offer for all or more of the consolidated assets of the Company or 50% or more substantially all of the Company’s 's outstanding equity securitiessecurities or assets. (d) Notwithstanding anything to the contrary in this Agreement or in any other Transaction Document, (B) nothing shall prohibit the Company publicly announces Investors from making an offer to the conclusion Board of its previously announced strategic review process without a definitive agreement Directors to sell purchase all or substantially all of the Company, (C) the Company makes an assignment for the benefit of creditors 's outstanding equity securities or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))assets.

Standstill Agreement. In consideration (a) During the Non-Compete Period, the Executive agrees that he will vote all shares directly or indirectly beneficially owned by him for the election of the Confidential Information being furnished slate of nominees for election to the Receiving Party pursuant Board of Directors of the Company selected by a majority of the members of the Board of Directors, and for the approval of all matters recommended by a majority of the members of the Company's Board of Directors, if any recommendation is made. (b) The Executive shall be present in person or by proxy at any meeting of Stockholders so that all shares of Common Stock owned by the Executive may be counted for the purposes of determining the presence of a quorum at such meeting. (c) The Executive further agrees that he will not join in any group or contest to this Agreement, acquire the Receiving Party Company's shares during the Non-Compete Period. (d) The Executive agrees that, that for a period commencing on the Effective Date through the end of one year the Non-Compete Period, except within the terms of a specific request from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible TransactionCompany, the “Standstill Period”)Executive may not as a principal, unless expressly requested by the Company or its Board agent of Directors (another person, propose or any committee thereof) in writingpublicly announce or otherwise disclose an intent to propose, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, enter into or agree to acquire enter into, singly or make with any proposal to acquire, other person or directly or indirectly, by means (i) any form of purchasebusiness combination, mergeracquisition, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights transaction relating to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Companymajority-owned affiliate thereof, (bii) any form of restructuring, recapitalization or similar transaction with respect to the Company or any such affiliate, or (iii) any demand, request or proposal to amend, waive or terminate any provision of this Section 12(d) of this Agreement, nor except as aforesaid during such period will the Executive, as a principal, or agent of another person, (1) make, or in any way participate in, directly or indirectly, any “solicitation” solicitation of “proxies” (as such terms are used proxies with respect to any securities entitled to vote generally in the proxy rules election of directors of the Securities and Exchange Commission) Company (together with direct or consents indirect options or other rights to voteacquire any such securities, or "Voting Securities"), (including by the execution of action by written consent), become a participant in any election contest with respect to the Company, seek to advise or influence any person with respect to the voting of, any voting securities Voting Securities or demand a copy of the Company, (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion 's list of its previously announced strategic review process without a definitive agreement to sell the Companyshareholders or other books and records, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application participate in or proceeding is not dismissed within 30 days and (ii) encourage the Standstill Period solely with respect formation of any partnership, syndicate, or other group which owns or seeks or offers to clause (b) acquire beneficial ownership of this Section 6 shall terminate ten days prior any Voting Securities or which seeks to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)).affect control