Common use of Standstill Provision Clause in Contracts

Standstill Provision. During the 18-month period commencing on the date of this Agreement (the “Standstill Period”), neither Xxxxxxx Xxxxxxx nor any entity controlling, controlled by or under common control with Xxxxxxx Xxxxxxx will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite or any securities of any subsidiary or other affiliate of Biosite, (ii) any acquisition of any assets of Biosite or any assets of any subsidiary or other affiliate of Biosite, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite or any subsidiary or other affiliate of Biosite, or involving any securities or assets of Biosite or any securities or assets of any subsidiary or other affiliate of Biosite, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of Biosite; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Biosite; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Biosite; (d) take any action that might require Biosite to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “

Standstill Provision. During the 18-month period commencing on the date of this Agreement Effective Date through December 31, 2021 (the “Standstill Period”), neither Xxxxxxx Xxxxxxx Counterparty nor any entity controlling, controlled by of Counterparty’s Representatives acting on behalf of or under common control with Xxxxxxx Xxxxxxx at the direction of Counterparty will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite the Company or any debt of the Company or any securities (including derivatives thereof) or debt of any subsidiary or other controlled affiliate of Biositethe Company, (ii) any acquisition of any material assets of Biosite the Company or any assets of any subsidiary subsidiary, division or other affiliate of Biositethe Company, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite the Company or any subsidiary or other controlled affiliate of Biosite, the Company or involving any securities or assets of Biosite the Company or any securities or assets of any subsidiary subsidiary, division or other affiliate of Biositethe Company, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of Biositethe Company; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Biositethe Company or any subsidiary or division of the Company; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Biositethe Company; (d) take any action that might would reasonably be expected to require Biosite the Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “(e)” of this sentence; or (g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing. Nothing in this Agreement will prevent Counterparty or its Representatives from communicating with the Chairman of the Board of Directors of the Company, the President and Chief Executive Officer of the Company or the Chief Business Officer of the Company to make a proposal for or to negotiate with the Company in respect of a possible transaction of any kind so long as such communication is made confidentially and would not reasonably be expected to require public disclosure thereof under applicable Law or listing standards of any securities exchange. Notwithstanding anything to the contrary in this Section 6, the provisions of this Section 6 shall not apply in the event that, without any prior violation of the provisions of this Section 6, (i) a third party unrelated to Counterparty shall have entered into a definitive agreement with Company to acquire, directly or indirectly, more than 50% of the consolidated assets or outstanding voting securities of the Company or (ii) a third party unrelated to Counterparty commences a tender offer for more than 50% of the outstanding voting securities of the Company that the Board of Directors of the Company publicly recommends or fails to recommend that its stockholders reject such offer within ten business days after its public announcement or commencement (as applicable); provided, that the standstill provisions of this Section 6 shall automatically become applicable again if the third party announces its intent not to proceed with such acquisition or commenced tender offer. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement. Nothing in this Section 6, so long as there have not been any prior violations of this Section 6, shall prohibit Counterparty or its affiliates from owning or making open market purchases of any securities of the Company during the Standstill Period, solely for purposes of (i) any passive investments for cash management purposes or employee benefit plans established or maintained for the benefit of its or its controlled affiliates’ employees in the ordinary course of business and over which the Counterparty and its controlled affiliates do not have discretionary authority and (ii) any acquisition of a third party that beneficially owns the Company’s securities so long as (1) the prior acquisition of the Company’s securities by the third party was not made on behalf of the Counterparty, (2) such third party’s ownership of such securities was not a primary factor in the decision by the Counterparty or its affiliates to consummate such acquisition, and (3) such securities do not constitute all or a majority of the third party’s consolidated assets.

Standstill Provision. During Arkaro hereby covenants and agrees that from and after the 18-month period commencing on the date Effective Date, except as contemplated in Section 1 of this Agreement or in the Advertising Agreement, Arkaro shall not, and shall not permit its affiliates (the “Standstill Period”including parents, subsidiaries or other related entities), neither Xxxxxxx Xxxxxxx nor any entity controlling, controlled by or under common control with Xxxxxxx Xxxxxxx will, in any manner, singly or as part of a partnership, limited partnership, syndicate or other "Group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934), directly or indirectly, to: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite or MP3.xxx xx any securities of any subsidiary or other affiliate of BiositeMP3.xxx, (iixi) any acquisition of any assets of Biosite or MP3.xxx xx any assets of any subsidiary or other affiliate of BiositeMP3.xxx, (iiixii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite or MP3.xxx xx any subsidiary or other affiliate of BiositeMP3.xxx, or xx involving any securities or assets of Biosite or MP3.xxx xx any securities or assets of any subsidiary or other affiliate of BiositeMP3.xxx, or xx (iv) any “"solicitation” " of “"proxies” " (as those terms are used in the proxy rules of the Securities and Exchange CommissionSEC) or consents with respect to any securities of BiositeMP3.xxx; (b) form, join or participate in a “"group” " (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of BiositeMP3.xxx; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of BiositeMP3.xxx; (d) take any action that might require Biosite to MP3.xxx xx make a public announcement regarding any of the types of matters set forth in clause “"(a)” " of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “"(a)”", “"(b)”", “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “"

Standstill Provision. During the 18-month one (1) year period commencing on the date of this Agreement Effective Date (the “Standstill Period”), neither Xxxxxxx Xxxxxxx Company nor any entity controlling, controlled by or under common control with Xxxxxxx Xxxxxxx of Company’s Representatives on behalf Company will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite or any securities of any subsidiary or other affiliate of BiositeTurning Point (including derivatives thereof), (ii) any acquisition of any assets of Biosite or any assets of any subsidiary or other affiliate of BiositeTurning Point, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite or any subsidiary or other affiliate of Biosite, Turning Point or involving any securities or assets of Biosite Turning Point (collectively, a transaction specified in clause (a)(i), (a)(ii) and (a)(iii) involving a majority of Turning Point’s outstanding capital stock or any securities or assets of any subsidiary or other affiliate of Biositeconsolidated assets, is referred to as a (“Business Combination”), or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of BiositeTurning Point; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of BiositeTurning Point; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of BiositeTurning Point; (d) take any action that might require Biosite the Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person individual, corporation, partnership, entity, group, tribunal or governmental authority (each such party referred to herein as a “Person”) to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “(e)” of this sentence; (g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing; or (h) request or propose (either directly or indirectly) that Turning Point or any of Turning Point’s Representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 8 (including this sub-paragraph); provided, however, that the Standstill Period shall terminate (x) upon Turning Point’s entry into a definitive agreement providing for a Business Combination or (y) if any person commences a tender or exchange offer which, if consummated, would result in such person’s acquisition of beneficial ownership of more than 50% of the outstanding voting securities of Turning Point, and in connection therewith, Turning Point files with the Securities and Exchange Commission a Schedule 14D-9 with respect to such offer that recommends that Turning Point’s stockholders accept such offer. Notwithstanding any other provision of this Agreement to the contrary, nothing herein will prevent Company or its Representatives from communicating with Turning Point’s Chief Executive Officer or Chairman of Turning Point’s Board of Directors (or any duly constituted committee thereof) with respect to a Business Combination or requesting Turning Point’s Chief Executive Officer or Chairman of Turning Point’s Board of Directors (or any duly constituted committee thereof) for a waiver of the provisions of this Section 8; provided, that such communication or request is made confidentially and would not reasonably be expected to require public disclosure by Turning Point with respect thereto; and nothing in this Section 8 shall be construed to prohibit passive investments made in the ordinary course of business in connection with retirement plans, 401(k) plans, mutual funds, pension plans, or similar arrangements, in each case, only if not specifically targeted to an investment in Turning Point and not resulting in any filing obligation under Section 13 of the Exchange Act. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.

Standstill Provision. During the 18-12 month period commencing on the date of this Agreement (the “Standstill Period”), neither Xxxxxxx Xxxxxxx Counterparty nor any entity controlling, controlled by or under common control with Xxxxxxx Xxxxxxx of Counterparty’s Representatives acting on behalf of and at the direction of Counterparty will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite the Company or any securities (including derivatives thereof) of any subsidiary or other controlled affiliate of Biosite, (ii) any acquisition of any assets of Biosite or any assets of any subsidiary or other affiliate of Biositethe Company, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite the Company or any subsidiary or other controlled affiliate of Biosite, the Company or involving any securities or assets of Biosite the Company or any securities or assets of any subsidiary subsidiary, division or other affiliate of Biositethe Company, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of Biositethe Company; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Biositethe Company or any subsidiary or division of the Company; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Biositethe Company; (d) take any action that might would require Biosite the Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “

Standstill Provision. During the 18-12 month period commencing on the date of this Agreement (the “Standstill Period”), neither Xxxxxxx Xxxxxxx Buyer nor any entity controlling, controlled by of Buyer’s subsidiaries or under common control with Xxxxxxx Xxxxxxx other Representatives on behalf of Buyer will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite Seller or any securities of any subsidiary or other affiliate of BiositeSeller, (ii) any acquisition of any assets of Biosite Seller or any assets of any subsidiary or other affiliate of BiositeSeller, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite Seller or any subsidiary or other affiliate of Biosite, Seller or involving any securities or assets of Biosite Seller or any securities or 4r assets of any subsidiary or other affiliate of BiositeSeller, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of BiositeSeller or any subsidiary of Seller; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of BiositeSeller or any subsidiary of Seller; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of BiositeSeller or any subsidiary of Seller; (d) take any action that might require Biosite Seller to make a public announcement regarding any of the types of matters set forth in clause “(a)” ) of this sentenceSection 7; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” ) or “(d)” ) of this sentenceSection 7; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d) or (e) of this Section 7; (g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing; or (h) request or propose that Seller or any of Seller’s Representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 7; provided that Buyer shall not be prohibited from making or discussing any offers in a confidential, non-public manner that does not violate sub-clause (d) above regarding the Transaction directly to or with the management or the Board of Directors of Seller, or their designated Representatives (provided that the contents, subject and existence of any such communications shall constitute Confidential Information hereunder)” . The standstill provisions of this Section 7 shall not apply to the Parties’ entry into or “consummation of the transactions contemplated by a Definitive Agreement. The standstill provisions of this Section 7 shall not apply in the event that, without any violation of the standstill provision, (1) any third party unrelated to Buyer has made any public announcement of its intent to commence a tender offer or exchange offer for more than 50% of the capital stock of Seller, (ii) Seller publicly announces that it has entered into a definitive agreement for a transaction or series of transactions (whether structured as a tender offer, exchange offer, merger, business combination, sale of assets or other similar transaction) that, if consummated, would result in a sale of more than 50% of the capital stock of Seller or a sale of all or substantially all of the assets of Seller, or (iii) any third party unrelated to Buyer commences, or makes a public announcement of its intention to commence, a proxy contest or proxy solicitation with respect to the election of, or enters into an agreement, commitment or understanding with respect to the replacement or addition of, members of the Board of Directors of the Seller such that a majority of the Board of Directors of Seller would be designated by such third party. The standstill provisions of this Section 7 shall automatically become applicable again if the third party announces its intent not to proceed with the proposed transaction described in Section 7(a) above; provided, however, that the Standstill Period shall not be extended beyond its original term. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this letter agreement.

Standstill Provision. During the 18-12 month period commencing on the date of this Agreement (the “Standstill Period”’’), neither Xxxxxxx Xxxxxxx Daiichi Sankyo nor any entity controlling, controlled by or under common control with Xxxxxxx Xxxxxxx of Daiichi Sankyo’s Representatives on behalf of Daiichi Sankyo will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite Ambit or any securities (including derivatives thereof) of any subsidiary or other affiliate Affiliate (as of Biositethe Effective Date) of Ambit, (ii) any acquisition of any assets of Biosite Ambit or any assets of any subsidiary subsidiary, division or other affiliate Affiliate (as of Biositethe Effective Date) of Ambit, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite Ambit or any subsidiary or other affiliate Affiliate (as of Biosite, the Effective Date) of Ambit or involving any securities or assets of Biosite Ambit or any securities or assets of any subsidiary subsidiary, division or other affiliate Affiliate (as of Biositethe Effective Date) of Ambit, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of BiositeAmbit; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of BiositeAmbit or any subsidiary or division of Ambit; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of BiositeAmbit; (d) take any action that might require Biosite Ambit to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “

Standstill Provision. During the 18-9 month period commencing on the date of this Agreement (the “Standstill Period”), neither Xxxxxxx Xxxxxxx Allergan nor any entity controlling, controlled by of Allergan’s subsidiaries or under common control with Xxxxxxx Xxxxxxx other Representatives on behalf of Allergan will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite Vitae or any securities of any subsidiary or other affiliate of BiositeVitae, (ii) any acquisition of any assets of Biosite Vitae or any assets of any subsidiary or other affiliate of BiositeVitae, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite Vitae or any subsidiary or other affiliate of Biosite, Vitae or involving any securities or assets of Biosite Vitae or any securities or assets of any subsidiary or other affiliate of BiositeVitae, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of BiositeVitae or any subsidiary of Vitae; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of BiositeVitae or any subsidiary of Vitae; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of BiositeVitae or any subsidiary of Vitae; (d) take any action that might would require Biosite Vitae to make a public announcement regarding any of the types of matters set forth in clause “(a)” ) of this sentenceSection 7; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” ) or “(d)” ) of this sentenceSection 7; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” ) or (e) of this Section 7; (g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing; or (h) request or propose that Vitae amend, waive or consider the amendment or waiver of any provision set forth in this Section 7. Notwithstanding the foregoing or anything herein to the contrary, (A) Allergan may exercise voting rights pursuant to its ownership of any securities of Vitae that were not acquired in violation of this Agreement at any regular or special meeting (or by written consent in lieu of a meeting) at which holders of the same class of securities are entitled to vote, (B) Allergan’s Chief Executive Officer may confidentially contact Vitae’s Chief Executive Officer to express continuing or renewed interest in a Transaction and (C) Allergan may make confidential proposals with respect to a potential Transaction to the Board of Directors of Vitae. The foregoing restrictions set forth in this Section 7 shall immediately and automatically terminate and cease to apply without any further action by either Party in the event that (I) Vitae authorizes a process for the solicitation of offers or indications of interest with respect to an Alternative Transaction and fails to invite Allergan to participate in the process on substantially the same terms as apply to any of the other participants in such process in a manner that is adverse to Allergan or, during the course of any such process, fails to allow Allergan to continue to participate in such process on substantially the same terms as apply to any of the other participants in such process in a manner that is adverse to Allergan, (II) Vitae’s board of directors (or a committee thereof) approves, or Vitae enters into a definitive agreement providing for, an Alternative Transaction, (III) a third party commences, or announces an intention to commence, a tender or exchange offer, the consummation of which would constitute an Alternative Transaction or (IV) any person or “group” (as such term is used under the Exchange Act) commences any “solicitation” of “proxies” (as such terms are used under the Exchange Act) or consents with

Standstill Provision. During the 18-18 month period commencing on the date of this Agreement (the “Standstill Period”), neither Xxxxxxx Xxxxxxx VPII nor any entity controlling, controlled by or under common control with Xxxxxxx Xxxxxxx of VPII’s Representatives on behalf of VPII will, in any manner, directly or indirectly: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite SMI or any securities of any subsidiary or other affiliate of BiositeSMI, (ii) any acquisition of any assets of Biosite SMI or any assets of any subsidiary or other affiliate of BiositeSMI, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite SMI or any subsidiary or other affiliate of Biosite, SMI or involving any securities or assets of Biosite SMI or any securities or assets of any subsidiary or other affiliate of BiositeSMI, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of BiositeSMI or any subsidiary of SMI; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of BiositeSMI or any subsidiary of SMI; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of BiositeSMI or any subsidiary of SMI; (d) take any action that might may reasonably be expected to require Biosite SMI to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “