Common use of Standstill Provision Clause in Contracts

Standstill Provision. During the one-year period commencing on the Effective Date (the “Standstill Period”), each Party (hereinafter a “Restricted Party”) agrees that it will not, in any manner, directly or indirectly: (a) make, effect, initiate, propose, cause, participate in or knowingly encourage (i) any acquisition of beneficial ownership of any securities of the other Party (“Other Party”) or any securities of any subsidiary of the Other Party, (ii) any acquisition of any material assets of the Other Party or the Other Party’s subsidiaries outside the ordinary course of business, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Other Party or the Other Party’s subsidiaries, or involving any securities or material assets of the Other Party or the Other Party’s subsidiaries, 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 the Other Party; (b) form or join 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 the Other Party; (c) act, alone or in concert with others, to seek to control the management, board of directors or policies of the Other Party; (d) take any action that would reasonably be likely to require the Other Party to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; or (e) enter into any arrangement or agreement with any other Person relating to any of the foregoing. Notwithstanding the foregoing, if (A) at any time during the Standstill Period a binding definitive acquisition agreement is executed by the Other Party and a third party (other than the Partner or any affiliate of the Restricted Party) to effect (i) a merger, recapitalization or other business combination or transaction that, if consummated, would result in the holders of the outstanding shares of common stock of the Other Party immediately prior to such merger or other business combination or transaction owning less than 50% of the outstanding voting power of such third party or the resulting entity immediately following such merger or other business combination or transaction, or (ii) a sale of all or substantially all of the assets of the Other Party (each such transaction, a “Change of Control Transaction”), or (B) at any time during the Standstill Period (1) an offer for a Change of Control Transaction that specifies a per share price is publicly announced by a third party, (2) the Restricted Party requests an opportunity to meet with the board of directors of the Other Party, and (3) the Other Party does not grant such request within seven days following the date thereof or thereafter continue such discussions in good faith, then the restrictions set forth in this Section 6 shall immediately terminate and cease to be of any further force or effect (it being understood that any good faith rejection by the Other Party of any offer or proposal made by the Restricted Party as part of such discussions shall not cause the restrictions set forth in this Section 6 to terminate). The expiration of the Standstill Period or the termination of the restrictions set forth in this Section 6 will not terminate or otherwise affect any of the other provisions of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit the Restricted Party from making private communications to the board of directors of the Other Party, so long as such communications would not be reasonably be expected to require public disclosure.

Standstill Provision. During the oneeighteen-year month period commencing on the Effective Date date of this Agreement (the “Standstill Period”), each neither Party (hereinafter a “Restricted nor any of the other Party”) agrees that it will not’s affiliated entities will, without the other Party’s consent, in any manner, directly or indirectly: (a) make, effect, initiate, propose, cause, cause or participate in or knowingly encourage in: (i) any acquisition of beneficial ownership of any securities of the other Party (“Other Party”) or any securities of any subsidiary or other affiliate of the Other other Party, ; (ii) any acquisition of any material assets of the Other other Party or any assets of any subsidiary or other affiliate of the Other other Party’s subsidiaries outside the ordinary course of business, ; (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Other other Party or any subsidiary or other affiliate of the Other other Party’s subsidiaries, or involving any securities or material assets of the Other other Party or any securities or assets of any subsidiary or other affiliate of the Other other Party’s subsidiaries, ; 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 the Other other Party; (b) form form, join or join 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 the Other other Party; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the Other other Party; (d) take any action that would reasonably be likely to might require the Other other Party 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 (eg) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing. Each Party represents and warrants to the other Party that, as of the date of this Agreement, neither such Party nor any subsidiary or other affiliated entity of such Party (nor any other Person in such Party’s capacity as a Representative of, or otherwise acting on behalf of or at the direction of, such Party) owns any equity, debt or other securities of the other Party or any direct or indirect options, warrants or other rights to acquire, or any securities convertible into or exchangeable for, any equity, debt or other securities of the other Party. Notwithstanding anything to the foregoingcontrary contained in this Agreement, if (A) if, at any time during the Standstill Period a binding definitive acquisition agreement is executed by the Other Party and a third party Period, any Person (other than the Partner a Party or any subsidiary or other affiliate of the Restricted a Party) to effect or group of Persons enters into an agreement with the other Party contemplating the acquisition (i) a by way of merger, recapitalization tender offer or other business combination or transaction that, if consummated, would result in the holders otherwise) of the outstanding shares of common stock of the Other Party immediately prior to such merger or other business combination or transaction owning less more than 50% of the other Party’s outstanding voting power securities, then this section 6, and all of such third party or the resulting entity immediately following such merger or other business combination or transaction, or (ii) a sale of all or substantially all of the assets of the Other Party (each such transaction, a “Change of Control Transaction”), or (B) at any time during the Standstill Period (1) an offer for a Change of Control Transaction that specifies a per share price is publicly announced by a third party, (2) the Restricted Party requests an opportunity to meet with the board of directors of the Other Party, and (3) the Other Party does not grant such request within seven days following the date thereof or thereafter continue such discussions in good faith, then the restrictions ’s obligations set forth in this Section 6 section 6, shall immediately terminate and cease to be of any further force or effect (it being understood that any good faith rejection by the Other Party of any offer or proposal made by the Restricted Party as part of such discussions shall not cause the restrictions set forth in this Section 6 to terminate)effect. The expiration of the Standstill Period or the termination of the restrictions set forth in this Section 6 will not terminate or otherwise affect any of the other provisions of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit the Restricted Party from making private communications to the board of directors of the Other Party, so long as such communications would not be reasonably be expected to require public disclosure.

Standstill Provision. During For a period (the one-year period "Restricted Period") commencing on -------------------- ----------------- the Effective Closing Date and ending on the earlier of (i) the “Standstill Period”tenth anniversary of the Closing Date or (ii) the occurrence of a "Significant Event" (as defined below), each Party (hereinafter a “Restricted Party”) agrees that it will ----------------- Investors shall not, in any manner, directly without the prior written consent of the Company or indirectlyits Board of Directors: (a) makeacquire, effectoffer to acquire, initiateor agree to acquire, proposedirectly or indirectly, causeby purchase or otherwise, participate in any voting securities or knowingly encourage (i) direct or indirect rights to acquire any acquisition of beneficial ownership of any voting securities of the other Party (“Other Party”) Company nor any subsidiary thereof, or of any successor to or person in control of the Company, or any securities of any subsidiary of the Other Party, (ii) any acquisition of any material assets of the Other Party Company or the Other Party’s subsidiaries outside the ordinary course any subsidiary or division thereof or of business, any such successor or controlling person; (iiib) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Other Party or the Other Party’s subsidiariesmake, or involving in any securities way participate, directly or material assets indirectly, in any "solicitation" of the Other Party or the Other Party’s subsidiaries, or (iv) any “solicitation” of “"proxies” " to vote (as those such terms are used in the proxy rules of the Securities and Exchange Commission) ------------ ------- SEC, or consents with respect seek to advise or influence any securities of the Other Party; (b) form person or join a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) entity with respect to the beneficial ownership voting of any voting securities of the Other PartyCompany; (c) actmake any public announcement with respect to, alone or in concert submit a proposal for, or offer of (with others, to seek to control or without conditions) any extraordinary transaction involving the management, board other party or any of directors its securities or policies of the Other Partyassets; (d) form, join or in any way participate in a "group" as defined in Section ----- 13(d)(3) of the 1934 Act in connection with any of the foregoing; (e) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company except as expressly provided herein; (f) take any action that would could reasonably be likely expected to require the Other Party Company to make a public announcement regarding the possibility of any of the types of matters set forth events described in clause “clauses (a)” of this sentence) through (e) above; or (eg) enter into any arrangement request the Company or agreement with any other Person relating to any of the foregoing. Notwithstanding the foregoingits representatives, if (A) at directly or indirectly, to amend or waive any time during the Standstill Period a binding definitive acquisition agreement is executed by the Other Party and a third party (other than the Partner or any affiliate of the Restricted Party) to effect (i) a merger, recapitalization or other business combination or transaction that, if consummated, would result in the holders of the outstanding shares of common stock of the Other Party immediately prior to such merger or other business combination or transaction owning less than 50% of the outstanding voting power of such third party or the resulting entity immediately following such merger or other business combination or transaction, or (ii) a sale of all or substantially all of the assets of the Other Party (each such transaction, a “Change of Control Transaction”), or (B) at any time during the Standstill Period (1) an offer for a Change of Control Transaction that specifies a per share price is publicly announced by a third party, (2) the Restricted Party requests an opportunity to meet with the board of directors of the Other Party, and (3) the Other Party does not grant such request within seven days following the date thereof or thereafter continue such discussions in good faith, then the restrictions set forth in this Section 6 shall immediately terminate and cease to be of any further force or effect (it being understood that any good faith rejection by the Other Party of any offer or proposal made by the Restricted Party as part of such discussions shall not cause the restrictions set forth in this Section 6 to terminate). The expiration of the Standstill Period or the termination of the restrictions set forth in this Section 6 will not terminate or otherwise affect any of the other provisions provision of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit the Restricted Party from making private communications to the board of directors of the Other Party, so long as such communications would not be reasonably be expected to require public disclosureparagraph.

Standstill Provision. During the one12-year month period commencing on the Effective Date date of this Agreement (the “Standstill Period”), each neither Party (hereinafter a “Restricted nor any of such Party”) agrees that it will not’s Representatives on behalf of such Party will, in any manner, directly or indirectly, unless permitted by the other Party’s board of directors: (a) make, effect, initiate, propose, cause, cause or participate in or knowingly encourage (i) any acquisition of beneficial ownership of any equity securities of the other Party (“Other Party”) or any equity securities (including derivatives thereof) of any subsidiary or other controlled affiliate of the Other other Party, (ii) any acquisition of any material assets of the Other other Party or any assets of any subsidiary, division or other controlled affiliate of the Other other Party’s subsidiaries outside the ordinary course of business, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Other other Party or any subsidiary or other controlled affiliate of the Other Party’s subsidiaries, other Party or involving any securities or material assets of the Other other Party or any securities or assets of any subsidiary, division or other affiliate of the Other other Party’s subsidiaries, 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 the Other other Party;; or (b) form form, join or join 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 the Other other Party or any subsidiary or division of the other Party; (c) act. Notwithstanding any other provision of this Agreement to the contrary, alone or nothing in concert with others, this Agreement will be deemed to seek prohibit a Party from confidentially communicating to control the management, other Party’s board of directors or policies of the Other Party; (d) take senior management or external financial advisors any action that would reasonably be likely to require the Other Party to make non-public proposals regarding a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; or (e) enter into any arrangement or agreement with any other Person relating to any of the foregoing. Notwithstanding the foregoing, if (A) at any time during the Standstill Period a binding definitive acquisition agreement is executed by the Other Party and a third party (other than the Partner or any affiliate of the Restricted Party) to effect (i) a merger, recapitalization or other business combination or possible transaction that, if consummated, would result in the holders of the outstanding shares of common stock of the Other Party immediately prior to such merger or other business combination or transaction owning less than 50% of the outstanding voting power of such third party or the resulting entity immediately following such merger or other business combination or transaction, or (ii) a sale of all or substantially all of the assets of the Other Party (each such transaction, a “Change of Control Transaction”), or (B) at any time during the Standstill Period (1) an offer for a Change of Control Transaction that specifies a per share price is publicly announced by a third party, (2) the Restricted Party requests an opportunity to meet with the board of directors of the Other Party, and (3) the Other Party does not grant such request within seven days following the date thereof or thereafter continue such discussions in good faith, then the restrictions set forth in this Section 6 shall immediately terminate and cease to be of any further force or effect (it being understood that any good faith rejection by the Other Party of any offer or proposal made by the Restricted Party as part of such discussions shall not cause the restrictions set forth in this Section 6 to terminate)kind. The expiration of the Standstill Period or the termination of the restrictions set forth in this Section 6 will not terminate or otherwise affect any of the other provisions of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit the Restricted Party from making private communications to the board of directors of the Other Party, so long as such communications would not be reasonably be expected to require public disclosure.

Standstill Provision. During the one-one year period commencing on the Effective Date date of this Agreement (the “Standstill Period”), each Party (hereinafter a “Restricted Party”) agrees that it will notunless approved in writing by the board of directors of the Company, neither Counterparty nor any of Counterparty’s Representatives acting on behalf of Counterparty will, in any manner, directly or indirectly: (a) make, effect, initiate, propose, cause, cause or participate in or knowingly encourage (i) any acquisition of beneficial ownership of any securities of the other Party (“Other Party”) Company or any securities (including derivatives thereof) of any subsidiary or other affiliate of the Other PartyCompany, (ii) any acquisition of any material assets of the Other Party Company or any assets of any subsidiary, division or other affiliate of the Other Party’s subsidiaries outside Company, other than in the ordinary course of the Counterparty’s or its Representative’s business, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Other Party Company or any subsidiary or other affiliate of the Other Party’s subsidiaries, Company or involving any securities or material assets of the Other Party Company or any securities or assets of any subsidiary, division or other affiliate of the Other Party’s subsidiariesCompany, 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 the Other PartyCompany; (b) form form, join or join 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 the Other PartyCompany 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 the Other PartyCompany; (d) take any action that would reasonably be likely to might require the Other Party Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; or; (e) enter into agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any arrangement action referred to in clause “(a)”, “(b)”, “(c)” or agreement with “(d)” of this sentence; (f) assist, induce or encourage any other Person relating to take any action of the foregoing. Notwithstanding the foregoingtype referred to in clause “(a)”, if “(A) at any time during the Standstill Period a binding definitive acquisition agreement is executed by the Other Party and a third party b)”, “(other than the Partner c)”, “(d)” or any affiliate of the Restricted Party) to effect (i) a merger, recapitalization or other business combination or transaction that, if consummated, would result in the holders of the outstanding shares of common stock of the Other Party immediately prior to such merger or other business combination or transaction owning less than 50% of the outstanding voting power of such third party or the resulting entity immediately following such merger or other business combination or transaction, or (ii) a sale of all or substantially all of the assets of the Other Party (each such transaction, a “Change of Control Transaction”), or (B) at any time during the Standstill Period (1) an offer for a Change of Control Transaction that specifies a per share price is publicly announced by a third party, (2) the Restricted Party requests an opportunity to meet with the board of directors of the Other Party, and (3) the Other Party does not grant such request within seven days following the date thereof or thereafter continue such discussions in good faith, then the restrictions set forth in this Section 6 shall immediately terminate and cease to be of any further force or effect (it being understood that any good faith rejection by the Other Party of any offer or proposal made by the Restricted Party as part of such discussions shall not cause the restrictions set forth in this Section 6 to terminate). The expiration of the Standstill Period or the termination of the restrictions set forth in this Section 6 will not terminate or otherwise affect any of the other provisions of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit the Restricted Party from making private communications to the board of directors of the Other Party, so long as such communications would not be reasonably be expected to require public disclosure.

Standstill Provision. During the one-year period commencing on the Effective Date date of this Agreement (the “Standstill Period”), each neither Party (hereinafter a “Restricted nor any of such Party”) agrees that it will not’s Representatives on behalf of such Party will, in any manner, directly or indirectly: (a) make, effect, initiate, propose, cause, cause or participate in or knowingly encourage (i) any acquisition of beneficial ownership of any securities of the other Party (“Other Party”) or any securities (including derivatives thereof) of any subsidiary or other controlled affiliate of the Other other Party, (ii) any acquisition of any material assets of the Other other Party or any assets of any subsidiary, division or other controlled affiliate of the Other other Party’s subsidiaries outside , except in the ordinary course of business, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Other other Party or any subsidiary or other controlled affiliate of the Other Party’s subsidiaries, other Party or involving any securities or material assets of the Other other Party or any securities or assets of any subsidiary, division or other affiliate of the Other other Party’s subsidiaries, 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 the Other other Party; (b) form form, join or join 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 the Other other Party or any subsidiary or division of the other Party; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the Other other Party; (d) take any action that would reasonably be likely to require the Other other Party to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; or; (e) enter into agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any arrangement action referred to in clause “(a)”, “(b)”, “(c)” or agreement with “(d)” of this sentence; (f) assist, induce or encourage any other Person relating to take any action of the foregoing. Notwithstanding the foregoingtype referred to in clause “(a)”, if “(A) at any time during the Standstill Period a binding definitive acquisition agreement is executed by the Other Party and a third party b)”, “(other than the Partner c)”, “(d)” or any affiliate of the Restricted Party) to effect (i) a merger, recapitalization or other business combination or transaction that, if consummated, would result in the holders of the outstanding shares of common stock of the Other Party immediately prior to such merger or other business combination or transaction owning less than 50% of the outstanding voting power of such third party or the resulting entity immediately following such merger or other business combination or transaction, or (ii) a sale of all or substantially all of the assets of the Other Party (each such transaction, a “Change of Control Transaction”), or (B) at any time during the Standstill Period (1) an offer for a Change of Control Transaction that specifies a per share price is publicly announced by a third party, (2) the Restricted Party requests an opportunity to meet with the board of directors of the Other Party, and (3) the Other Party does not grant such request within seven days following the date thereof or thereafter continue such discussions in good faith, then the restrictions set forth in this Section 6 shall immediately terminate and cease to be of any further force or effect (it being understood that any good faith rejection by the Other Party of any offer or proposal made by the Restricted Party as part of such discussions shall not cause the restrictions set forth in this Section 6 to terminate). The expiration of the Standstill Period or the termination of the restrictions set forth in this Section 6 will not terminate or otherwise affect any of the other provisions of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit the Restricted Party from making private communications to the board of directors of the Other Party, so long as such communications would not be reasonably be expected to require public disclosure.

Standstill Provision. During the one-year period commencing today and ending on the Effective Date first anniversary of the date of this Agreement, or if the Company enters into any confidentiality agreement with another party within the next 45 days with a standstill period of less than 12 months then ending on the earlier standstill ending date specified in such confidentiality agreement (the “Standstill Period”), each Party (hereinafter a “Restricted Party”) agrees that it will notneither Teva nor any of Teva’s Representatives on behalf of Teva will, in any manner, directly or indirectly: (a) make, effect, initiate, propose, cause, cause or participate in or knowingly encourage (i) any acquisition of beneficial ownership of any securities of the other Party (“Other Party”) Company or any securities (including derivatives thereof) of any subsidiary or other affiliate of the Other PartyCompany, (ii) any acquisition of any material assets of the Other Party Company or the Other Party’s subsidiaries outside the ordinary course any assets of businessany subsidiary, division or other affiliate of Company, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Other Party Company or the Other Party’s subsidiaries, any subsidiary or other affiliate of Company or involving any securities or material assets of the Other Party Company or the Other Party’s subsidiariesany securities or assets of any subsidiary, division or other affiliate of 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 the Other PartyCompany; (b) form form, join or join 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 the Other PartyCompany or any subsidiary or division of Company; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the Other PartyCompany; (d) take any action that would reasonably be likely to might require the Other Party Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; or; (e) enter into agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any arrangement action referred to in clause “(a)”, “(b)”, “(c)” or agreement with “(d)” of this sentence; (f) assist, induce or encourage any other Person relating to take any action of the foregoing. Notwithstanding the foregoingtype referred to in clause “(a)”, if “(A) at any time during the Standstill Period a binding definitive acquisition agreement is executed by the Other Party and a third party b)”, “(other than the Partner c)”, “(d)” or any affiliate of the Restricted Party) to effect (i) a merger, recapitalization or other business combination or transaction that, if consummated, would result in the holders of the outstanding shares of common stock of the Other Party immediately prior to such merger or other business combination or transaction owning less than 50% of the outstanding voting power of such third party or the resulting entity immediately following such merger or other business combination or transaction, or (ii) a sale of all or substantially all of the assets of the Other Party (each such transaction, a “Change of Control Transaction”), or (B) at any time during the Standstill Period (1) an offer for a Change of Control Transaction that specifies a per share price is publicly announced by a third party, (2) the Restricted Party requests an opportunity to meet with the board of directors of the Other Party, and (3) the Other Party does not grant such request within seven days following the date thereof or thereafter continue such discussions in good faith, then the restrictions set forth in this Section 6 shall immediately terminate and cease to be of any further force or effect (it being understood that any good faith rejection by the Other Party of any offer or proposal made by the Restricted Party as part of such discussions shall not cause the restrictions set forth in this Section 6 to terminate). The expiration of the Standstill Period or the termination of the restrictions set forth in this Section 6 will not terminate or otherwise affect any of the other provisions of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit the Restricted Party from making private communications to the board of directors of the Other Party, so long as such communications would not be reasonably be expected to require public disclosure.

Standstill Provision. During the one12-year month period commencing on the Effective Date date of this Agreement (the “Standstill Period”), each Party neither the Counterparty nor any of the Counterparty’s Representatives (hereinafter a “Restricted Party”to the extent acting at the Counterparty’s direction) agrees that it will notwill, in any manner, directly or indirectly, without Xxxxxx’x prior written consent: (a) make, effect, initiate, propose, cause, cause or participate in or knowingly encourage (i) any acquisition of beneficial ownership of any securities of the other Party (“Other Party”) Xxxxxx or any securities of any subsidiary or other Affiliate of the Other PartyXxxxxx, (ii) any acquisition of any material assets of the Other Party Xxxxxx or the Other Party’s subsidiaries outside the ordinary course any assets of businessany subsidiary or other Affiliate of Xxxxxx, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Other Party Xxxxxx or the Other Party’s subsidiariesany subsidiary or other Affiliate of Xxxxxx, or involving any securities or material assets of the Other Party Xxxxxx or the Other Party’s subsidiariesany securities or assets of any subsidiary or other Affiliate of Xxxxxx, 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 the Other PartyXxxxxx; (b) form form, join or join 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 the Other PartyXxxxxx; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the Other PartyXxxxxx; (d) take any action that would reasonably be likely expected to require the Other Party Xxxxxx to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; or; (e) enter into agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any arrangement action referred to in clause “(a)”, “(b)”, “(c)” or agreement with “(d)” of this sentence; (f) assist, induce or knowingly encourage any other Person relating to take any action of the foregoing. Notwithstanding the foregoingtype referred to in clause “(a)”, if “(A) at any time during the Standstill Period a binding definitive acquisition agreement is executed by the Other Party and a third party b)”, “(other than the Partner c)”, “(d)” or any affiliate of the Restricted Party) to effect (i) a merger, recapitalization or other business combination or transaction that, if consummated, would result in the holders of the outstanding shares of common stock of the Other Party immediately prior to such merger or other business combination or transaction owning less than 50% of the outstanding voting power of such third party or the resulting entity immediately following such merger or other business combination or transaction, or (ii) a sale of all or substantially all of the assets of the Other Party (each such transaction, a “Change of Control Transaction”), or (B) at any time during the Standstill Period (1) an offer for a Change of Control Transaction that specifies a per share price is publicly announced by a third party, (2) the Restricted Party requests an opportunity to meet with the board of directors of the Other Party, and (3) the Other Party does not grant such request within seven days following the date thereof or thereafter continue such discussions in good faith, then the restrictions set forth in this Section 6 shall immediately terminate and cease to be of any further force or effect (it being understood that any good faith rejection by the Other Party of any offer or proposal made by the Restricted Party as part of such discussions shall not cause the restrictions set forth in this Section 6 to terminate). The expiration of the Standstill Period or the termination of the restrictions set forth in this Section 6 will not terminate or otherwise affect any of the other provisions of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit the Restricted Party from making private communications to the board of directors of the Other Party, so long as such communications would not be reasonably be expected to require public disclosure.

Standstill Provision. During the one-one year period commencing on the Effective Date date of this Agreement (the “Standstill Period”), each neither Party (hereinafter a “Restricted nor any of such Party”) agrees that it will not’s subsidiaries, controlled affiliates, or Representatives will, in any manner, directly or indirectly: (a) make, effect, initiate, propose, cause, or participate in or knowingly encourage (i) any acquisition of beneficial ownership of any securities of the other Party (“Other Party”) or any securities (including derivatives thereof) of any subsidiary or other controlled affiliate of the Other other Party, (ii) any acquisition of any material assets of the Other other Party or any assets of any subsidiary, division or other controlled affiliate of the Other other Party’s subsidiaries outside , except in the ordinary course of business, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Other other Party or any subsidiary or other controlled affiliate of the Other Party’s subsidiaries, other Party or involving any securities or material assets of the Other other Party or any securities or assets of any subsidiary, division or other affiliate of the Other other Party’s subsidiaries, or (iv) any “solicitation” of “proxies” (as ​(as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of the Other other Party, except that such Party may beneficially own up to 1% of each class of the such other Party’s outstanding securities; (b) form form, join or join participate in a “group” (as ​(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 the Other other Party or any subsidiary or division of the other Party; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the Other other Party; (d) take any action that would reasonably be likely expected to require the Other other Party to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; or; (e) enter into agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any arrangement action referred to in clause “(a)”, “(b)”, “(c)” or agreement with “(d)” of this sentence; (f) assist, induce or encourage any other Person relating to take any of the foregoing. Notwithstanding the foregoingaction referred to in clause “(a)”, if “(A) at any time during the Standstill Period a binding definitive acquisition agreement is executed by the Other Party and a third party b)”, “(other than the Partner c)”, “(d)” or any affiliate of the Restricted Party) to effect (i) a merger, recapitalization or other business combination or transaction that, if consummated, would result in the holders of the outstanding shares of common stock of the Other Party immediately prior to such merger or other business combination or transaction owning less than 50% of the outstanding voting power of such third party or the resulting entity immediately following such merger or other business combination or transaction, or (ii) a sale of all or substantially all of the assets of the Other Party (each such transaction, a “Change of Control Transaction”), or (B) at any time during the Standstill Period (1) an offer for a Change of Control Transaction that specifies a per share price is publicly announced by a third party, (2) the Restricted Party requests an opportunity to meet with the board of directors of the Other Party, and (3) the Other Party does not grant such request within seven days following the date thereof or thereafter continue such discussions in good faith, then the restrictions set forth in this Section 6 shall immediately terminate and cease to be of any further force or effect (it being understood that any good faith rejection by the Other Party of any offer or proposal made by the Restricted Party as part of such discussions shall not cause the restrictions set forth in this Section 6 to terminate). The expiration of the Standstill Period or the termination of the restrictions set forth in this Section 6 will not terminate or otherwise affect any of the other provisions of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit the Restricted Party from making private communications to the board of directors of the Other Party, so long as such communications would not be reasonably be expected to require public disclosure.

Standstill Provision. During the one-one year period commencing on the Effective Date date of this Agreement (the “Standstill Period”), each neither Party (hereinafter a “Restricted nor any of such Party”) agrees that it will not’s subsidiaries, controlled affiliates, or Representatives will, in any manner, directly or indirectly: (a) make, effect, initiate, propose, cause, or participate in or knowingly encourage (i) any acquisition of beneficial ownership of any securities of the other Party (“Other Party”) or any securities (including derivatives thereof) of any subsidiary or other controlled affiliate of the Other other Party, (ii) any acquisition of any material assets of the Other other Party or any assets of any subsidiary, division or other controlled affiliate of the Other other Party’s subsidiaries outside , except in the ordinary course of business, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Other other Party or any subsidiary or other controlled affiliate of the Other Party’s subsidiaries, other Party or involving any securities or material assets of the Other other Party or any securities or assets of any subsidiary, division or other affiliate of the Other other Party’s subsidiaries, 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 the Other other Party, except that such Party may beneficially own up to 1% of each class of the such other Party’s outstanding securities; (b) form form, join or join 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 the Other other Party or any subsidiary or division of the other Party; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the Other other Party; (d) take any action that would reasonably be likely expected to require the Other other Party to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; or; (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 referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “(e)” of this sentence; (g) (g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing. Notwithstanding ; or (h) request or propose (either directly or indirectly) that the foregoing, if (A) at any time during the Standstill Period a binding definitive acquisition agreement is executed by the Other other Party and a third party (other than the Partner or any affiliate of the Restricted other Party) to effect (i) a merger’s Representatives amend, recapitalization waive or other business combination consider the amendment or transaction that, if consummated, would result in the holders waiver of the outstanding shares of common stock of the Other Party immediately prior to such merger or other business combination or transaction owning less than 50% of the outstanding voting power of such third party or the resulting entity immediately following such merger or other business combination or transaction, or (ii) a sale of all or substantially all of the assets of the Other Party (each such transaction, a “Change of Control Transaction”), or (B) at any time during the Standstill Period (1) an offer for a Change of Control Transaction that specifies a per share price is publicly announced by a third party, (2) the Restricted Party requests an opportunity to meet with the board of directors of the Other Party, and (3) the Other Party does not grant such request within seven days following the date thereof or thereafter continue such discussions in good faith, then the restrictions provision set forth in this Section 6 shall immediately terminate and cease 7 (including this sub-paragraph). Notwithstanding any other provision of this Agreement to the contrary, nothing in this Agreement will be deemed to prohibit a Party from confidentially communicating to the other Party’s board of directors or senior management or external financial advisors any non-public proposals regarding a possible transaction of any further force kind in such a manner as would not reasonably be expected to require public disclosure thereof under applicable law or effect (it being understood that any good faith rejection by the Other Party listing standards of any offer or proposal made by the Restricted Party as part of such discussions shall not cause the restrictions set forth in this Section 6 to terminate)securities exchange. The expiration of the Standstill Period or the termination of the restrictions set forth in this Section 6 will not terminate or otherwise affect any of the other provisions of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit the Restricted Party from making private communications to the board of directors of the Other Party, so long as such communications would not be reasonably be expected to require public disclosure.