Standstill Obligations of Stockholder. Stockholder, jointly and severally, covenants and agrees with Cima that, during the period commencing on the date hereof and ending on the date this Agreement is terminated under Section 6.1 hereof: (a) Stockholder shall not, nor shall Stockholder permit any of his Affiliates to, nor shall Stockholder act in concert with or permit any Affiliate to act in concert with any Person to, solicit or participate, directly or indirectly, in any "solicitation" of "proxies" (as defined by the rules and regulations of the Securities and Exchange Commission) or powers of attorney or similar rights to vote from any holder of shares of Common Stock, nor shall they 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, other than to recommend that stockholders of AAI vote in favor of the AAI Merger and the Merger Agreement and otherwise as expressly provided by Article II of this Agreement. (b) Stockholder shall not, nor shall Stockholder permit any of his Affiliates to, nor shall 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, except as provided by Article II and Schedule I of this Agreement.
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Standstill Obligations of Stockholder. Stockholder, jointly and severally, covenants and agrees with Cima AAI that, during the period commencing on the date hereof and ending on the date this Agreement is terminated under Section 6.1 hereof:
(a) Stockholder shall not, nor shall Stockholder permit any of his Affiliates to, nor shall Stockholder act in concert with or permit any Affiliate to act in concert with any Person to, solicit or participate, directly or indirectly, in any "solicitation" of "proxies" (as defined by the rules and regulations of the Securities and Exchange Commission) or powers of attorney or similar rights to vote from any holder of shares of Common Stock, nor shall they 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, other than to recommend that stockholders of AAI Cima vote in favor of the AAI Cima Merger and the Merger Agreement and otherwise as expressly provided by Article II of this Agreement.
(b) Stockholder shall not, nor shall Stockholder permit any of his Affiliates to, nor shall 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, except as provided by Article II and Schedule I of this Agreement.
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Standstill Obligations of Stockholder. Stockholder, jointly and severally, covenants and agrees with Cima AAI that, during the period commencing on the date hereof and ending on the date this Agreement is terminated under Section 6.1 hereof:
(a) Stockholder shall not, nor shall Stockholder permit any of his Affiliates to, nor shall Stockholder act in concert with or permit any Affiliate to act in concert with any Person to, solicit or participate, directly or indirectly, in any "solicitation" of "proxies" (as defined by the rules and regulations of the Securities and Exchange Commission) or powers of attorney or similar rights to vote from any holder of shares of Common Stock, nor shall they 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, other than to recommend that stockholders of AAI Cima vote in favor of the AAI Cima Merger and the Merger Agreement and otherwise as expressly provided by Article II of this Agreement.
(b) Stockholder shall not, nor shall Stockholder permit any of his Affiliates to, nor shall 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, except as provided by Article II and or Schedule I of this Agreement.
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Standstill Obligations of Stockholder. Stockholder, jointly and severally, covenants and agrees with Cima that, during the period commencing on the date hereof and ending on the date this Agreement is terminated under Section 6.1 hereof:
(a) Stockholder shall not, nor shall Stockholder permit any of his Affiliates to, nor shall Stockholder act in concert with or permit any Affiliate to act in concert with any Person to, solicit or participate, directly or indirectly, in any "solicitation" of "proxies" (as defined by the rules and regulations of the Securities and Exchange Commission) or powers of attorney or similar rights to vote from any holder of shares of Common Stock, nor shall they 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, other than to recommend that stockholders of AAI vote in favor of the AAI Merger and the Merger Agreement and otherwise as expressly provided by Article II of this Agreement.
(b) Stockholder shall not, nor shall Stockholder permit any of his Affiliates to, nor shall 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, except as provided by Article II and Schedule I of this Agreement.
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