Common use of Standstill Exceptions Clause in Contracts

Standstill Exceptions. Notwithstanding any other provision hereof, the parties hereto agree that the restrictions contained in Section 2.1 shall: (a) not apply to transactions in any equity or debt securities of any member of the Company Group by any pension plan, 401(k) plan or other employee benefit plan or discretionary investment fund administered for the benefit of an Investor’s directors, officers or employees or its Affiliates; provided, that such activities are not in connection with any intention, plan or arrangement to influence or acquire control over any member of the Company Group’s management, Board or policies; (b) not prohibit an Investor or its Affiliates from privately communicating with, including without limitation making any offer or proposal to, the Board of the Company, subject to Section 2.1(f); (c) not prohibit any transfer which is otherwise permitted under Section 2.3 and/or Section 2.4 and (d) terminate and be of no further force and effect on the Standstill Termination Date.

Standstill Exceptions. Notwithstanding any other provision hereof, the parties hereto agree that the restrictions contained in Section 2.1 shall: (a) not apply to transactions in any equity or debt securities of any member of the Company Group by any pension plan, 401(k) plan or other employee benefit plan or discretionary investment fund administered for the benefit of an Investor’s directors, officers or employees or its Affiliates; provided, that such activities are not in connection with any intention, plan or arrangement to influence or acquire control over any member of the Company Group’s management, Board or policies; (b) not prohibit an Investor or its Affiliates from privately communicating with, including without limitation making any offer or proposal to, the Board of the Company, subject to Section 2.1(f); (c) not prohibit any transfer which is otherwise permitted under Section 2.3 and/or Section 2.4 and and (d) terminate and be of no further force and effect on the Standstill Termination Date.