Common use of Standstill Obligations and Transfer Restrictions Clause in Contracts

Standstill Obligations and Transfer Restrictions. 2.1 THE MANUFACTURERS' STANDSTILL OBLIGATIONS (a) Each Manufacturer agrees that, during the Standstill Period for such Manufacturer, neither it nor any of its Affiliates shall, directly or indirectly, acquire or Beneficially Own Voting Stock or authorize or make a tender offer, exchange offer or other offer to acquire Voting Stock, if the effect of such acquisition would be to increase the percentage of Total Current Voting Power of the Company represented by all Shares Beneficially Owned by such Manufacturer and its Affiliates to more than the Standstill Limit with respect to such Manufacturer. (b) Neither Manufacturer shall be deemed to have violated its respective covenants under this Section 2.1 by virtue of any increase in the aggregate percentage of the Total Current Voting Power of the Company represented by Shares Beneficially Owned by such Manufacturer or its Affiliates if such increase is the result of a recapitalization of the Company, a repurchase of securities by the Company or other actions taken by the Company or any of the Company's Affiliates that have the effect of reducing the Total Current Voting Power of the Company. (c) Each Manufacturer agrees that during the Standstill Period for such Manufacturer, it shall promptly notify the Company if its aggregate Beneficial Ownership of Voting Stock exceeds the aggregate Beneficial Ownership of Voting Stock specified in such Manufacturer's most recent prior notice to the Company under this section (or if no such notice has yet been given, the aggregate Beneficial Ownership of Voting Stock on the date of this Agreement) by more than 1% of the outstanding Voting Stock. Such notice shall specify the amount of Voting Stock Beneficially Owned by such Manufacturer as of the date of the notice. Notwithstanding any provision of this Section 2.1(c) to the contrary, the provisions of this Section 2.1(c) requiring notice to the Company may be satisfied by the delivery by a Manufacturer to the Company of an amendment to any Schedule 13D filed by such Manufacturer with respect to the Shares. (d) Each Manufacturer agrees that during the Standstill Period for such Manufacturer, it shall not, without first obtaining Board Approval, solicit proxies with respect to any Voting Stock or make any recommendation regarding the voting of any Voting Stock. (e) Each Manufacturer agrees that during the Standstill Period for such Manufacturer, it shall not, without first obtaining Board Approval, (i) deposit any Voting Stock or Non-Voting Convertible Securities in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock or Non-Voting Convertible Securities to any arrangement or agreement with any third party (including, without limitation, the other Manufacturer) with respect to the voting of such Voting Stock or (ii) join a 13D Group, partnership, limited partnership, syndicate or other group, or otherwise act in concert with any third person for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities.

Standstill Obligations and Transfer Restrictions. 2.1 THE MANUFACTURERS' STANDSTILL OBLIGATIONSThe Purchaser's Standstill Obligations. (a) Each Manufacturer agrees that, during During the Standstill Period for such ManufacturerPeriod, neither it nor none of Purchaser, any Purchaser Controlled Entity, Affiliate of Purchaser or any 13D Group of which Purchaser or any of its Affiliates is a member shall, without first obtaining Written Approval, directly or indirectly, acquire or Beneficially Own Voting Stock in excess of the Standstill Limit or authorize or make a tender offer, exchange offer or other offer to acquire Voting Stock, if the effect of such acquisition would be to increase the percentage of Total Current Voting Power of the Company represented by all Shares Voting Stock Beneficially Owned by such Manufacturer Purchaser, any Purchaser Controlled Entity or Affiliate of Purchaser (and any 13D Group of which Purchaser or any of its Affiliates is a party) to more than the Standstill Limit with respect to such ManufacturerLimit. (b) Neither Manufacturer Purchaser shall not be deemed to have violated its respective covenants under this Section 2.1 solely by virtue of (and only to the extent of) any increase in the aggregate percentage of the Total Current Voting Power of the Company represented by Shares Voting Stock Beneficially Owned by such Manufacturer Purchaser, its Purchaser Controlled Entities, or its Affiliates if such increase is the result of a recapitalization of the Company, a repurchase of securities by the Company or other actions taken by the Company or any of the Company's its Affiliates that have the effect of reducing the Total Current Voting Power of the Company. (c) Each Manufacturer agrees that during During the Standstill Period for such ManufacturerPeriod, it Purchaser shall promptly (and in no case later than 10 calendar days after such event) notify the Company in writing if its the aggregate Beneficial Ownership of Voting Stock of Purchaser and its Purchaser Controlled Entities and Affiliates (and any 13D Group of which Purchaser or any of its Affiliates is a party) exceeds the aggregate Beneficial Ownership of Voting Stock specified in such ManufacturerPurchaser's most recent prior notice to the Company under this section Section 2.1(c) (or if no such notice has yet been given, the aggregate Beneficial Ownership of Voting Stock on purchased pursuant to the date Purchase Agreement together with the Purchaser's aggregate Beneficial Ownership of this Voting Stock as represented and warranted by Purchaser in the Share Purchase Agreement) by more than 1% of the outstanding Voting Stock. Such notice shall specify the amount of Voting Stock Beneficially Owned by such Manufacturer Purchaser and its Purchaser Controlled Entities and Affiliates (and any 13D Group of which Purchaser or any its Affiliates is a party) as of the date of the notice. Notwithstanding any provision of this Section 2.1(c) to the contrary, the provisions of this Section 2.1(c) requiring notice to the Company may shall be deemed satisfied by the delivery by a Manufacturer Purchaser to the Company of an amendment to any Schedule 13D or Schedule 13G filed by such Manufacturer Purchaser with respect to the SharesVoting Stock (or any amendment thereto) provided that such Schedule 13D or Schedule 13G specifies Purchaser's aggregate Beneficial Ownership of Voting Stock. (d) Each Manufacturer agrees that during During the Standstill Period for such ManufacturerPeriod, it Purchaser and its Purchaser Controlled Entities and Affiliates (and any 13D Group to which Purchaser and its Affiliates is party) shall not, without first obtaining Board Written Approval, solicit or participate in any solicitation of proxies with respect to any Voting Stock Stock, nor shall they seek to advise or make influence any recommendation regarding person with respect to the voting of any Voting StockStock (other than as otherwise provided or contemplated by this Agreement). (e) Each Manufacturer agrees that during During the Standstill Period for such ManufacturerPeriod, it shall notneither Purchaser or any of its Purchaser Controlled Entities or Affiliates (nor any 13D Group of which Purchaser or any of its Affiliates is party) shall, without first obtaining Board Written Approval, (i) deposit any Voting Stock or Non-Voting Convertible Securities in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock or Non-Voting Convertible Securities to any arrangement or agreement with any third party (including, without limitation, the other Manufacturer) with respect to the voting of such Voting Stock Stock. (f) During the Standstill Period, neither Purchaser nor any of its Purchaser Controlled Entities or (ii) Affiliates shall, without first obtaining Written Approval, join a 13D Group, partnership, limited partnership, syndicate or Group (other group, or otherwise act in concert with any third person than a group comprising solely Purchaser and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities. (g) During the Standstill Period, neither Purchaser nor any of its Purchaser Controlled Entities or Affiliates (nor any 13D Group of which Purchaser or any of its Affiliates is party) shall, without first obtaining Written Approval, act, alone or in concert with others, directly or indirectly, to seek, or state any intention to seek, amendment and rescission of this Agreement or make any proposal to amend, support any proposal to amend or rescind, or publicly comment on any proposal to amend or rescind, the Rights Plan, in the case of each proposal, that is not recommended for approval by the Company's Disinterested Directors. (h) During the Standstill Period, neither Purchaser nor any of its Purchaser Controlled Entities or Affiliates (nor any 13D Group of which Purchase or any of its Affiliates is party) shall, without first obtaining Written Approval, act, alone or in concert with others, directly or indirectly, to publicly state its intention or desire to acquire the Company or all or a material portion of assets of the Company (including, without limitation, upon expiration of the Standstill Period), engage in transaction that would result in a Change of Control of the Company (including, without limitation, upon expiration of the Standstill Period) or take any other action which would otherwise be prohibited under this Section 2.1. (i) During the Standstill Period, neither Purchaser nor any of its Purchaser Controlled Entities or Affiliates (nor any 13D Group of which Purchaser or any of its Affiliates is party) shall, without first obtaining Written Approval, otherwise act, alone or in concert with others, to seek control the management, Board of Directors or policies of the Company. (j) Nothing contained in this Section 2.1 shall prevent the Purchaser from (i) making an offer to the Board of Directors to acquire additional shares of Company Common Stock, provided, however, that such offer is made on a confidential basis and would not reasonably be expected to require the Company to make public disclosure of such offer and (ii) from speaking in the ordinary course with other stockholders of the Company, so long as Purchaser complies with the other provisions of this Section 2.1.