Common use of Standstill Obligations of Stockholder Clause in Contracts

Standstill Obligations of Stockholder. Each Stockholder covenants and agrees with Parent that, during the Proxy Term: (a) Such Stockholder shall not, nor shall such Stockholder permit any Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or xxxxx xxxxxx of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Common Stock in connection with any vote or other action on any matter, in each case in a manner that would be inconsistent with such Stockholder’s obligations under this Agreement (including without limitation, Article II hereof), other than to recommend that Stockholders of the Company vote in favor of the Merger and the Merger Agreement. (b) Such Stockholder shall not, nor shall such Stockholder authorize any Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any Affiliate to act in concert with any Person to, deposit any shares of Common Stock in a voting trust or subject any shares of Common Stock to any arrangement or agreement with any Person with respect to the voting of such shares of Common Stock, in each case in a manner that would be inconsistent with such Stockholder’s obligations under this Agreement (including without limitation, Article II hereof). (c) Such Stockholder shall not, nor shall such Stockholder authorize any Affiliate of such Stockholder, directly or indirectly, to (i) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Parent and Merger Sub) any information or data with respect to the Company or any of its Subsidiaries or otherwise relating to an Acquisition Proposal; or (iii) enter into any agreement, agreement in principle or letter of intent with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal. Such Stockholder shall promptly (and in any event within 24 hours) notify Parent in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company or its Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the case of written materials, providing copies of such materials (including e-mails or other electronic communications) to Parent unless such materials constitute confidential information of such Person under an effective confidentiality agreement between such Person and the Company). (d) Notwithstanding any of the provisions of this Agreement, the Stockholders make no agreement or understanding herein as directors or officers of the Company. Each Stockholder signs this Agreement solely in such Stockholder’s capacity as a beneficial owner of such Stockholder’s Subject Common Shares, and nothing herein shall limit or affect any action or inaction taken in such Stockholder’s capacity as an officer or director of the Company, including without limitation, in connection with actions permitted to be taken by officers or directors pursuant to and in accordance with the terms of the Merger Agreement.

Standstill Obligations of Stockholder. Each Stockholder covenants and agrees with Parent that, during the Proxy TermVoting Period: (a) Such Stockholder shall not, nor shall such Stockholder permit any Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a “"solicitation” " of “"proxies” " (as such terms are used in the rules of the SECSecurities and Exchange Commission) or xxxxx xxxxxx powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Common Stock in connection with any vote or other action on any matter, in each case in a manner that would be inconsistent with such Stockholder’s obligations under this Agreement (including without limitation, Article II hereof), other than to recommend that Stockholders stockholders of the Company vote in favor of the Merger and the Merger Agreement and otherwise as expressly provided by Article II of this Agreement. (b) Such Stockholder shall not, nor shall such Stockholder authorize permit any Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any Affiliate to act in concert with any Person to, deposit any shares of Common Stock in a voting trust or subject any shares of Common Stock to any proxy, arrangement or agreement with any Person with respect to the voting of such shares of Common Stock, in each case in a manner that would be inconsistent with such Stockholder’s obligations under this Agreement (including without limitation, except as provided by Article II hereof)of this Agreement. (c) Such Stockholder shall not, nor shall such Stockholder authorize any Affiliate of such Stockholder, not directly or indirectly, to (i) initiatethrough any officer, director, agent or otherwise, enter into, solicit, induce initiate, conduct or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (ii) participate in continue any discussions or negotiations regarding with, or knowingly encourage or respond to any inquiries or proposals by, or provide any information to, any Person, other than Parent, relating to any Acquisition Proposal Proposal. Stockholder hereby represents that it is not now engaged in discussions or furnish, or otherwise afford access, to negotiations with any Person (party other than Parent and Merger Sub) any information or data with respect to the Company or any of its Subsidiaries or otherwise relating to an Acquisition Proposal; or (iii) enter into any agreement, agreement in principle or letter of intent with respect to any Acquisition Proposal or approve or resolve to approve Proposal. Promptly after receipt of any Acquisition Proposal or any agreement, agreement in principle request for nonpublic information or letter of intent relating inquiry which it reasonably believes could lead to an Acquisition Proposal. Such , Stockholder shall promptly (and in any event within 24 hours) notify provide Parent in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company or its Representatives, in each case in connection with any Acquisition Proposal, and such written notice shall indicate the name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any proposals such Acquisition Proposal, request or offers (andinquiry, in the case of written materials, providing copies of such materials (including e-mails or other electronic communications) to Parent unless such materials constitute confidential information of such Person under an effective confidentiality agreement between such Person and the Company). (d) Notwithstanding any identity of the provisions of this Agreementperson or group making any such Acquisition Proposal, the Stockholders make no agreement request or understanding herein as directors or officers of the Company. Each Stockholder signs this Agreement solely in such Stockholder’s capacity as a beneficial owner of such Stockholder’s Subject Common Sharesinquiry, and nothing herein shall limit or affect any action or inaction taken in such Stockholder’s capacity as an officer or director a copy of the Company, including without limitation, all written materials provided in connection with actions permitted to be taken by officers such Acquisition Proposal, request or directors pursuant to and in accordance with the terms inquiry. After receipt of the Merger Agreement.Acquisition Proposal, request or inquiry, Stockholder shall promptly keep Parent informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry. ARTICLE IV

Standstill Obligations of Stockholder. Each The Stockholder covenants and agrees with Parent that, during the Proxy Term: (a) Such Stockholder shall not, nor shall such Stockholder permit any Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or xxxxx xxxxxx of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Common Stock in connection with any vote or other action on any matter, in each case in a manner that would be inconsistent with such Stockholder’s obligations under this Agreement (including without limitation, Article II hereof), other than to recommend that Stockholders stockholders of the Company vote in favor of the Merger and the Merger Agreement. (b) Such Stockholder shall not, nor shall such Stockholder authorize any Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any Affiliate to act in concert with any Person to, deposit any shares of 1 This language is included in the agreement executed by Xx. Xxxxxx Common Stock in a voting trust or subject any shares of Common Stock to any arrangement or agreement with any Person with respect to the voting of such shares of Common Stock, in each case in a manner that would be inconsistent with such Stockholder’s obligations under this Agreement (including without limitation, Article II hereof). (c) Such Stockholder shall not, nor shall such Stockholder authorize any Affiliate of such Stockholder, directly or indirectly, to (i) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Parent and Merger Sub) any information or data with respect to the Company or any of its Subsidiaries or otherwise relating to an Acquisition Proposal; or (iii) enter into any agreement, agreement in principle or letter of intent with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal. Such Stockholder shall promptly (and in any event within 24 hours) notify Parent in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company or its Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the case of written materials, providing copies of such materials (including e-mails or other electronic communications) to Parent unless such materials constitute confidential information of such Person under an effective confidentiality agreement between such Person and the Company). (d) Notwithstanding any of the provisions of this Agreement, the Stockholders make Stockholder makes no agreement or understanding herein as directors or officers of the Company. Each The Stockholder signs this Agreement solely in such Stockholder’s capacity as a beneficial owner of such Stockholder’s Subject Common Shares, and nothing herein shall limit or affect any action or inaction taken in such Stockholder’s capacity as an officer or director of the Company, including without limitation, in connection with actions permitted to be taken by officers or directors pursuant to and in accordance with the terms of the Merger Agreement.

Standstill Obligations of Stockholder. Each Stockholder covenants and agrees with Parent Purchaser that, during the Proxy Term: (a) Such Stockholder shall not, nor shall such Stockholder permit any Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or xxxxx xxxxxx of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Class A Common Stock in connection with any vote or other action on any matter, in each case in a manner that would be inconsistent with such Stockholder’s obligations under this Agreement (including without limitation, Article II hereof), other than to recommend that Stockholders of the Company vote in favor of the Merger and the Merger Agreement and otherwise as expressly provided by Article II of this Agreement. (b) Such Stockholder shall not, nor shall such Stockholder authorize permit any Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any Affiliate to act in concert with any Person to, deposit any shares of Class A Common Stock in a voting trust or subject any shares of Class A Common Stock to any arrangement or agreement with any Person with respect to the voting of such shares of Class A Common Stock, in each case in a manner that would be inconsistent with such Stockholder’s obligations under this Agreement (including without limitation, except as provided by Article II hereof)of this Agreement. (c) Such Stockholder shall not, nor shall such Stockholder authorize permit any Affiliate of such Stockholder, directly or indirectly, to (i) initiate, solicit, induce or knowingly encourage, or take any action to solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information), any inquiries or the making of, or submission of any inquiry, offer or proposal which that constitutes, or could may reasonably be expected to lead to, to an Acquisition Proposal; , (ii) participate or engage in any discussions or negotiations regarding any Acquisition Proposal or furnishwith, or otherwise afford access, to disclose or provide any Person (other than Parent and Merger Sub) any non-public information or data with respect to the Company or any of its Subsidiaries or otherwise Third Party relating to an Acquisition Proposal; Proposal or (iii) enter into any agreement, contract or agreement (including any agreement in principle or principle, letter of intent or understanding), oral or written, with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal. Such Stockholder shall promptly (and in any event within 24 hours) notify Parent in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company or its Representatives, in each case in connection with contemplating any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the case of written materials, providing copies of such materials (including e-mails or other electronic communications) to Parent unless such materials constitute confidential information of such Person under an effective confidentiality agreement between such Person and the Company). (d) Notwithstanding any of the provisions of this Agreement, the Stockholders make no agreement or understanding herein as directors or officers of the Company. Each Stockholder signs this Agreement solely in such Stockholder’s his, her or its capacity as a beneficial owner of such Stockholder’s Subject Common SharesStock and Subject Class A Common Stock, and nothing herein shall limit or affect any action or inaction taken in such Stockholder’s his, her or its capacity as an officer or director of the Company. (e) For purposes of this Section 4.2, including without limitation, the term “Affiliate” shall not include the Company or a Person that would be deemed an Affiliate solely because it acts in connection a fiduciary capacity with actions permitted respect to be taken by officers or directors pursuant to and in accordance with the terms of the Merger Agreementsuch Stockholder.

Standstill Obligations of Stockholder. Each The Stockholder covenants and agrees with Parent that, during the Proxy Term: (a) Such Stockholder shall not, nor shall such Stockholder permit any Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or xxxxx xxxxxx of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Common Stock in connection with any vote or other action on any matter, in each case in a manner that would be inconsistent with such Stockholder’s obligations under this Agreement (including without limitation, Article II hereof), other than to recommend that Stockholders stockholders of the Company vote in favor of the Merger and the Merger Agreement. (b) Such Stockholder shall not, nor shall such Stockholder authorize any Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any Affiliate to act in concert with any Person to, deposit any shares of Common Stock in a voting trust or subject any shares of Common Stock to any arrangement or agreement with any Person with respect to the voting of such shares of Common Stock, in each case in a manner that would be inconsistent with such Stockholder’s obligations under this Agreement (including without limitation, Article II hereof). (c) Such Stockholder shall not, nor shall such Stockholder authorize any Affiliate of such Stockholder, directly or indirectly, to (i) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Parent and Merger Sub) any information or data with respect to the Company or any of its Subsidiaries or otherwise relating to an Acquisition Proposal; or (iii) enter into any agreement, agreement in principle or letter of intent with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal. Such Stockholder shall promptly (and in any event within 24 hours) notify Parent in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company or its Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the case of written materials, providing copies of such materials (including e-mails or other electronic communications) to Parent unless such materials constitute confidential information of such Person under an effective confidentiality agreement between such Person and the Company). (d) Notwithstanding any of the provisions of this Agreement, the Stockholders make Stockholder makes no agreement or understanding herein as directors or officers of the Company. Each The Stockholder signs this Agreement solely in such Stockholder’s capacity as a beneficial owner of such Stockholder’s Subject Common Shares, and nothing herein shall limit or affect any action or inaction taken in such Stockholder’s capacity as an officer or director of the Company, including without limitation, in connection with actions permitted to be taken by officers or directors pursuant to and in accordance with the terms of the Merger Agreement.

Standstill Obligations of Stockholder. Each Stockholder covenants and agrees with Parent Acquiror that, during the Proxy TermVoting Period: (a) Such Each Stockholder shall not, nor shall such any Stockholder permit any controlled Affiliate of such Stockholder to, nor shall such any Stockholder act in concert with or permit any Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or xxxxx xxxxxx of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Common Stock in connection with any vote or other action on any matter, in each case in a manner that would be inconsistent with such Stockholder’s obligations under this Agreement (including without limitation, Article II hereof), other than to recommend that Stockholders of the Company vote in favor of the Merger and the Merger Agreement. (b) Such Stockholder shall not, nor shall such Stockholder authorize any Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to, deposit any shares of Common Stock or Preferred Stock in a voting trust or subject any shares of Common Stock or Preferred Stock to any arrangement or agreement with any Person with respect to the voting of such shares of Common Stockshares, in each case in a manner that would be inconsistent with such Stockholder’s obligations under this Agreement (including without limitation, except as provided by Article II hereof)of this Agreement. (cb) Such Each Stockholder shall not, nor and shall such Stockholder authorize any Affiliate of such Stockholdercause its Representatives (including without limitation investment bankers, attorneys and accountants) not to, directly or indirectly, to (i) initiateenter into, solicit, induce initiate or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (ii) participate in continue any discussions or negotiations regarding with, or encourage or respond to any Acquisition Proposal inquiries or furnishproposals by, or participate in any negotiations with, or provide any information to, or otherwise afford accesscooperate in any other way with, any Person, other than Acquiror and its Representatives, relating to any Person (Proposed Acquisition Transaction. Each Stockholder hereby represents that it is not now engaged in discussions or negotiations with any party other than Parent and Merger Sub) Acquiror with respect to any Proposed Acquisition Transaction. Each Stockholder shall not, directly or indirectly, through any officer, director, employee, representative, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any Person relating to any Proposed Acquisition Transaction, or participate in any negotiations regarding, or furnish to any other person any information or data with respect to the Company or any of its Subsidiaries for the purposes of, or otherwise relating cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to an seek or effect any Proposed Acquisition Proposal; Transaction. Each Stockholder will notify Purchaser immediately if any Person makes any proposal, offer, inquiry, or (iii) enter into any agreement, agreement in principle or letter of intent contact with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal. Such Stockholder shall promptly (and in any event within 24 hours) notify Parent in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company or its Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the case of written materials, providing copies of such materials (including e-mails or other electronic communications) to Parent unless such materials constitute confidential information of such Person under an effective confidentiality agreement between such Person and the Company)foregoing. (d) Notwithstanding any of the provisions of this Agreement, the Stockholders make no agreement or understanding herein as directors or officers of the Company. Each Stockholder signs this Agreement solely in such Stockholder’s capacity as a beneficial owner of such Stockholder’s Subject Common Shares, and nothing herein shall limit or affect any action or inaction taken in such Stockholder’s capacity as an officer or director of the Company, including without limitation, in connection with actions permitted to be taken by officers or directors pursuant to and in accordance with the terms of the Merger Agreement.