Common use of Standstill in Respect of Subject Shares Clause in Contracts

Standstill in Respect of Subject Shares. Each Stockholder hereby agrees that, from and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, such Stockholder shall not, directly or indirectly, except as (i) specifically requested or approved by Parent in writing or (ii) expressly contemplated by this Agreement: (a) sell, transfer (including by operation of Law), exchange, gift, tender, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition) (collectively, a “Transfer”), or enter into any contract, option or other agreement with respect to a Transfer of, any or all of such Stockholder’s Subject Shares (or any right, title or interest thereto or therein); (b) deposit any of such Stockholder’s Subject Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any of such Stockholder’s Subject Shares; (c) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any material assets of the Company or any of its subsidiaries; (d) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission) to vote any voting securities of the Company to (i) not adopt the Merger Agreement or (ii) approve any other matter that if approved would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger; (e) make any public announcement with respect to, or submit a proposal for, or offer for (with or without conditions), any extraordinary transaction involving the Company or its subsidiaries or its and its subsidiaries’ securities or material assets, except as required by Law; (f) form, join or in any way participate in a “group” (as defined in Section 13(d)(3) under the Exchange Act) in connection with any of the actions expressly described in any of clauses (a)-(e) of this Section 3.1; or (g) agree (whether or not in writing) to take any of the actions referred to in this Section 3.1. Any action taken in violation of the foregoing shall be null and void ab initio.

Standstill in Respect of Subject Shares. Each Stockholder hereby agrees that, from and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, such Stockholder shall not, directly or indirectly, except as (i) specifically requested or approved by Parent in writing or (ii) expressly contemplated by this Agreement: : (a) sell, transfer (including by operation of Law), exchange, gift, tender, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition) (collectively, a “"Transfer”"), or enter into any contract, option or other agreement with respect to a Transfer of, any or all of such Stockholder’s 's Subject Shares (or any right, title or interest thereto or therein); ; (b) deposit any of such Stockholder’s 's Subject Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any of such Stockholder’s 's Subject Shares; ; (c) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any material assets of the Company or any of its subsidiaries; ; (d) make, or in any way participate in, directly or indirectly, any “"solicitation” " of “"proxies” " (as such terms teinis are used in the rules of the Securities and Exchange Commission) to vote any voting securities of the Company to (i) not adopt the Merger Agreement or (ii) approve any other matter that if approved would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger; ; (e) make any public announcement with respect to, or submit a proposal for, or offer for (with or without conditions), any extraordinary transaction involving the Company or its subsidiaries or its and its subsidiaries’ ' securities or material assets, except as required by Law; ; (f) form, join or in any way participate in a “"group” " (as defined in Section 13(d)(3) under the Exchange Act) in connection with any of the actions expressly described in any of clauses (a)-(e) of this Section 3.1; or or 3 (g) agree (whether or not in writing) to take any of the actions referred to in this Section 3.1. Any action taken in violation of the foregoing shall be null mill and void ab initio.. Section 3.2

Standstill in Respect of Subject Shares. Each Stockholder hereby agrees that, from and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, such Stockholder shall not, directly or indirectly, except as (i) specifically requested or approved by Parent in writing or (ii) expressly contemplated by this Agreement: : (a) sell, transfer ({including by operation of Law), exchange, gift, tender, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition) (collectively, a “"Transfer”"), or enter into any contract, option or other agreement with respect to a Transfer of, any or all of such Stockholder’s 's Subject Shares (or any right, title or interest thereto or therein); ; (b) deposit any of such Stockholder’s 's Subject Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any of such Stockholder’s 's Subject Shares; ; (c) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any material assets of the Company or any of its subsidiaries; ; (d) make, or in any way participate in, directly or indirectly, any “"solicitation” " of “"proxies” " (as such terms are used in the rules of the Securities and Exchange Commission) to vote any voting securities of the Company to (i) not adopt the Merger Agreement or (ii) approve any other matter that if approved would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger; ; (e) make any public announcement with respect to, or submit a proposal for, or offer for (with or without conditions), any extraordinary transaction involving the Company or its subsidiaries or its and its subsidiaries’ ' securities or material assets, except as required by Law; ; (f) form, join or in any way participate in a “"group” " (as defined in Section 13(d)(3) under the Exchange Act) in connection with any of the actions expressly described in any of clauses (a)-(e) of this Section 3.1; or or 3 (g) agree (whether or not in writing) to take any of the actions referred to in this Section 3.1. Any action taken in violation of the foregoing shall be null and void ab initio.

Standstill in Respect of Subject Shares. Each Stockholder hereby agrees that, from and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, such Stockholder shall not, directly or indirectly, except as (i) specifically requested or approved by Parent in writing or (ii) expressly contemplated by this Agreement: : (a) sell, transfer (including by operation of Law), exchange, gift, tender, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition) (collectively, a “"Transfer”"), or enter into any contract, option or other agreement with respect to a Transfer of, any or all of such Stockholder’s 's Subject Shares (or any right, title or interest thereto or therein); ; (b) deposit any of such Stockholder’s 's Subject Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any of such Stockholder’s 's Subject Shares; ; (c) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any material assets of the Company or any of its subsidiaries; ; (d) make, or in any way participate in, directly or indirectly, any “"solicitation” " of “"proxies” " (as such terms are used in the rules of the Securities and Exchange Commission) to vote any voting securities of the Company to (i) not adopt the Merger Agreement or (ii) approve any other matter that if approved would reasonably be expected to prevent, interfere with, impair or delay the consummation of the Merger; ; (e) make any public announcement with respect to, or submit a proposal for, or offer for (with or without conditions), any extraordinary transaction involving the Company or its subsidiaries or its and its subsidiaries’ ' securities or material assets, except as required by Law; (f) ; form, join or in any way participate in a “"group” " (as defined in Section 13(d)(3) under the Exchange Act) in connection with any of the actions expressly described in any of clauses (a)-(e) of this Section 3.1; or or 3 (g) agree (whether or not in writing) to take any of the actions referred to in this Section 3.1. Any action taken in violation of the foregoing shall be null and void ab initio.

Standstill in Respect of Subject Shares. Each Stockholder hereby agrees that, from and after the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, such Stockholder shall not, directly or indirectly, except as (i) specifically requested or approved by Parent in writing or (ii) expressly contemplated by this Agreement: (a) sell, transfer (including by operation of Law), exchange, gift, tender, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition) (collectively, a “Transfer”), or enter into any contract, option or other agreement with respect to a Transfer of, any or all of such Stockholder’s Subject Shares (or any right, title or interest thereto or therein), except pursuant to a Permitted Transfer; (b) deposit any of such Stockholder’s Subject Shares into a voting trust or trust, grant any proxies or enter into a any tender, voting agreement, power of attorney or attorney, voting trust or other agreement with respect to any of such Stockholder’s Subject SharesShares to, directly or indirectly, grant a proxy or power of attorney or give instructions with respect to the voting of such Stockholder’s Subject Shares in a manner that is inconsistent with this Agreement or the Merger Agreement, or otherwise take any action with respect to such Stockholder’s Subject Shares that would in any way restrict, limit or interfere with the performance of such Stockholder’s covenants and obligations hereunder or the Merger, the other Transactions contemplated by the Merger Agreement or the transactions contemplated hereby; (c) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any material assets of the Company or any of its subsidiaries; (d) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission) to vote any voting securities of the Company to (i) not adopt the Merger Agreement or (ii) approve any other matter that if approved would reasonably be expected to prevent, interfere with, impair or delay the consummation of the MergerTransactions; (e) make any public announcement with respect to, or submit a proposal for, or offer for (with or without conditions), any extraordinary transaction involving the Company or its subsidiaries or its and its subsidiaries’ securities or material assets, except as required by Law; (f) form, join or in any way participate in a “group” (as defined in Section 13(d)(3) under the Exchange Act) in connection with any of the actions expressly described in any of clauses (a)-(e) of this Section 3.1; or (g) agree (whether or not in writing) to take any of the actions referred to in this Section 3.1. Any action taken in violation of the foregoing shall be null and void ab initio.