Standstill; Cooperation and Notice. (a) Without the prior written approval of the Board, beginning on the date hereof and ending on the Sunset Date, NLI shall not, and shall cause each of its Controlled Affiliates not to, directly or indirectly:
(i) commence or propose to commence any tender or exchange offer for securities of the Company or any of its Subsidiaries, enter into or propose to enter any merger, consolidation, business combination or acquisition or disposition of assets of the Company or any of its Subsidiaries;
(ii) nominate for election, or seek to elect, any individual as a Director of the Company, other than (A) as contemplated by Section 2.1 of this Agreement or (B) to vote in accordance with the requirements of Section 6.09 of the Stock Purchase Agreement, in each case, for any such individual nominated by the Board or the applicable committee thereof;
(iii) propose any recapitalization, restructuring, liquidation, dissolution or other similar extraordinary transaction with respect to the Company or any of its Subsidiaries;
(iv) acquire or propose to acquire, or otherwise obtain any economic interest in, any right to direct the voting or disposition of, or any other right with respect to, any securities (including Common Stock) of the Company that would result in the NLI Parties having a Share Ownership Percentage of more than 30%;
(v) form, join or in any way participate in a “partnership, limited partnership, syndicate, or other group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) for purposes of acquiring, holding, voting or disposing of any securities of the Company;
(vi) dispose of Common Stock in response to an unsolicited tender offer for securities of the Company or other proposed business combination, except pursuant to an Exempt Transfer;
(vii) take any action or make any proposal for additional representation on the Board, not otherwise permitted under Section 2.1;
(viii) take any action (including any public announcement or communication with or to the Company) that would reasonably be expected to require the Company to make a public announcement regarding any of the types of matters set forth in this Section 3.1; or
(ix) act alone or in concert with any Person, including through entry into any agreements with any third party, with respect to taking any of the actions set forth in the foregoing clauses (i) through (viii); provided that, notwithstanding the foregoing, nothing in this Section 3.1 shall restrict or prohibit:
(A) ...
