Common use of Standstill Provision Clause in Contracts

Standstill Provision. Subject to Section 6.2 of this Agreement, during the six month period commencing on the effective date of the IPO Registration Statement (the “Standstill Period”), without the prior written approval of the Board, neither Subscriber, any of Subscriber’s controlled Affiliates nor any of Subscriber’s representatives acting on behalf of or in concert with Subscriber will, in any manner, directly or indirectly: (a) make, effect, initiate or participate in (i) any acquisition of beneficial ownership of any voting securities of the Company (“Voting Securities”) (including derivatives thereof) or debt securities, except as a result of a stock split, stock dividend or other pro rata distribution made by the Company to its shareholders and in which Subscriber participates solely in its capacity as a shareholder of the Company or (ii) any acquisition of all or a material portion of the assets of the Company and its subsidiaries on a consolidated basis or (iii) any tender offer, takeover offer, exchange offer, merger, business combination, scheme of arrangement, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any subsidiary of the Company or involving any securities or assets of the Company or any securities or assets of any subsidiary of the Company (provided that Subscriber may tender its securities in any tender or exchange offer made by any third party provided that Subscriber is not in breach of Section 6.1 of this Agreement), or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Commission) or consents with respect to the Voting Securities; (b) form, join or participate in a “group” (as defined in the Exchange Act and the rules promulgated thereunder) with respect to the beneficial ownership of any Voting Securities or debt securities of the 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, the Board or policies of the Company; (d) take any action that would reasonably be expected to cause the Company, Subscriber or any other person to be required under applicable securities laws to make a public announcement regarding any of the types of matters set forth in Subsection 6.1(a); (e) agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in Subsections 6.1(a), 6.1(b), 6.1(c), or 6.1(d); (f) assist, induce or encourage any other Person to take any action of the type referred to in Subsections 6.1(a), 6.1(b), 6.1(c), 6.1(d) or 6.1(e) (provided that Subscriber shall not be deemed to be in violation of this clause (f) unless the person providing such assistance, inducement or encouragement knew or reasonably should have known at the time he or she did so that doing so violated this Section 6.1, or knew or reasonably should have known after such time and did not attempt to halt such actions); (g) enter into any discussions, negotiations, arrangement or agreement with any other Person with the intent to effect any of the foregoing (provided that Subscriber shall not be deemed to be in violation of this clause (g) with respect to discussions or negotiations unless the person entering into such discussions or negotiations knew or reasonably should have known at the time he or she did so that doing so violated this Section 6.1 or knew or reasonably should have known after such time and did not attempt to halt such actions); or (h) request or propose (either directly or indirectly) that the Company or any of the Company’s representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 6 (including this sub-paragraph).

Standstill Provision. Subject to Section 6.2 of this Agreement, during the six month period commencing on the effective date of the IPO Registration Statement (the “Standstill Period”), without the prior written approval of the Board, neither the Subscriber, any of the Subscriber’s controlled Affiliates nor any of the Subscriber’s representatives acting on behalf of or in concert with the Subscriber will, in any manner, directly or indirectly: (a) make, effect, initiate or participate in (i) any acquisition of beneficial ownership of any voting securities of the Company (“Voting Securities”) (including derivatives thereof) or debt securities, except as a result of a stock share split, stock share dividend or other pro rata distribution made by the Company to its shareholders and in which the Subscriber participates solely in its capacity as a shareholder of the Company or (ii) any acquisition of all or a material portion of the assets of the Company and its subsidiaries on a consolidated basis or (iii) any tender offer, takeover offer, exchange offer, merger, business combination, scheme of arrangement, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any subsidiary of the Company or involving any securities or assets of the Company or any securities or assets of any subsidiary of the Company (provided that the Subscriber may tender its securities in any tender or exchange offer made by any third party provided that the Subscriber is not in breach of Section 6.1 of this Agreement), or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Commission) or consents with respect to the Voting Securities; (b) form, join or participate in a “group” (as defined in the Exchange Act and the rules promulgated thereunder) with respect to the beneficial ownership of any Voting Securities or debt securities of the 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, the Board or policies of the Company; (d) take any action that would reasonably be expected to cause the Company, the Subscriber or any other person to be required under applicable securities laws to make a public announcement regarding any of the types of matters set forth in Subsection 6.1(a); (e) agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in Subsections 6.1(a), 6.1(b), 6.1(c), or 6.1(d); (f) assist, induce or encourage any other Person to take any action of the type referred to in Subsections 6.1(a), 6.1(b), 6.1(c), 6.1(d) or 6.1(e) (provided that the Subscriber shall not be deemed to be in violation of this clause (f) unless the person providing such assistance, inducement or encouragement knew or reasonably should have known at the time he or she did so that doing so violated this Section 6.1, or knew or reasonably should have known after such time and did not attempt to halt such actions); (g) enter into any discussions, negotiations, arrangement or agreement with any other Person with the intent to effect any of the foregoing (provided that the Subscriber shall not be deemed to be in violation of this clause (g) with respect to discussions or negotiations unless the person entering into such discussions or negotiations knew or reasonably should have known at the time he or she did so that doing so violated this Section 6.1 or knew or reasonably should have known after such time and did not attempt to halt such actions); or (h) request or propose (either directly or indirectly) that the Company or any of the Company’s representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 6 (including this sub-paragraph).

Standstill Provision. Subject to Section 6.2 of this Agreement, during During the six eighteen (18) month period commencing on the effective date of the IPO Registration Statement this Agreement (the “Standstill Period”), without the prior written approval of the Board, neither Subscriber, any of Subscriber’s controlled Affiliates Counterparty nor any of SubscriberCounterparty’s representatives Representatives (as defined below) acting on behalf of or in concert with Subscriber and at the direction of Counterparty will, in any manner, directly or indirectly: (a) make, effect, initiate initiate, cause or participate in (i) any acquisition of beneficial ownership of any voting securities of the Company (“Voting Securities”) or any securities (including derivatives thereof) or debt securities, except as a result of a stock split, stock dividend any subsidiary or other pro rata distribution made by the Company to its shareholders and in which Subscriber participates solely in its capacity as a shareholder affiliate of the Company other than the securities to be acquired from the Company pursuant to that certain Securities Purchase Agreement, dated on or about the date hereof between the Company and Counterparty, (ii) any acquisition of all or a material portion of the any assets of the Company and its subsidiaries on a consolidated basis or any assets of any subsidiary, division or other affiliate of the Company, (iii) any tender offer, takeover offer, exchange offer, merger, business combination, scheme of arrangement, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any subsidiary or other controlled affiliate of the Company or involving any securities or assets of the Company or any securities or assets of any subsidiary subsidiary, division or other affiliate of the Company (provided that Subscriber may tender its securities in any tender or exchange offer made by any third party provided that Subscriber is not in breach of Section 6.1 of this Agreement)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 Voting SecuritiesCompany; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any Voting Securities or debt securities of the 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, the Board board of directors or policies of the Company; (d) take any action that would reasonably be expected to cause might require the Company, Subscriber or any other person to be required under applicable securities laws Company to make a public announcement regarding any of the types of matters set forth in Subsection 6.1(aclause “(a)” of this sentence; (e) agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in Subsections 6.1(aclause “(a)”, 6.1(b“(b)”, 6.1(c“(c), ” or 6.1(d“(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action of the type referred to in Subsections 6.1(aclause “(a)”, 6.1(b“(b)”, 6.1(c“(c)”, 6.1(d) “(d)” or 6.1(e) (provided that Subscriber shall not be deemed to be in violation of this clause (f) unless the person providing such assistance, inducement or encouragement knew or reasonably should have known at the time he or she did so that doing so violated this Section 6.1, or knew or reasonably should have known after such time and did not attempt to halt such actions); (g) enter into any discussions, negotiations, arrangement or agreement with any other Person with the intent to effect any of the foregoing (provided that Subscriber shall not be deemed to be in violation of this clause (g) with respect to discussions or negotiations unless the person entering into such discussions or negotiations knew or reasonably should have known at the time he or she did so that doing so violated this Section 6.1 or knew or reasonably should have known after such time and did not attempt to halt such actions); or (h) request or propose (either directly or indirectly) that the Company or any of the Company’s representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 6 (including this sub-paragraph).“

Standstill Provision. Subject to Section 6.2 of this Agreement, during During the six twelve-month period commencing on the effective date of the IPO Registration Statement this Agreement (the “Standstill Period”), without the prior written approval of the Board, neither Subscriber, any of Subscriber’s controlled Affiliates AstraZeneca nor any of SubscriberAstrazeneca’s representatives acting on behalf of or in concert with Subscriber controlled affiliates will, in any manner, directly or indirectly: (a) make, effect, initiate initiate, cause or participate in (i) any acquisition of beneficial ownership of any voting securities of the Company (“Voting Securities”) or any securities (including derivatives thereof) or debt securities, except as a result of a stock split, stock dividend any subsidiary or other pro rata distribution made by the Company to its shareholders and in which Subscriber participates solely in its capacity as a shareholder controlled affiliate of the Company or Company, (ii) any acquisition of all or a material portion more than 5% of the assets of the Company and its subsidiaries and other controlled affiliates, on a consolidated basis or basis, except in the ordinary course of business, (iii) any tender offer, takeover offer, exchange offer, merger, business combination, scheme of arrangement, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any subsidiary or other controlled affiliate of the Company or involving any securities or assets of the Company or any securities subsidiary or assets of any subsidiary other controlled affiliate of the Company (provided that Subscriber may tender or more than 5% of the assets of the Company and its securities in any tender or exchange offer made by any third party provided that Subscriber is not in breach of Section 6.1 of this Agreement)subsidiaries and other controlled affiliates, on a consolidated basis, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the CommissionSecurities and Exchange Commission (“SEC”)) or consents with respect to any securities of the Voting SecuritiesCompany; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunderthereunder (the “Exchange Act”)) with respect to the beneficial ownership of any Voting Securities or debt securities of the Company or any subsidiary or division of the Company; (c) act, alone or in concert with others, to seek to control or influence (as defined under Rule 405 promulgated under the Securities Act of 1933, as amended, and the rules promulgated thereunder) of the management, the Board board of directors or policies of the Company; (d) take any action that would reasonably be expected to cause require the Company, Subscriber or any other person to be required under applicable securities laws Company to make a public announcement regarding any of the types of matters set forth in Subsection 6.1(aclause “(a)” of this Section 9; (e) agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in Subsections 6.1(aclause “(a)”, 6.1(b“(b)”, 6.1(c“(c), ” or 6.1(d“(d)” of this Section 9; (f) knowingly assist, induce or encourage any other Person to take any action of the type referred to in Subsections 6.1(aclause “(a)”, 6.1(b“(b)”, 6.1(c“(c), 6.1(d) ” or 6.1(e) “(provided that Subscriber shall not be deemed to be in violation d)” or of this clause (f) unless the person providing such assistance, inducement or encouragement knew or reasonably should have known at the time he or she did so that doing so violated this Section 6.1, or knew or reasonably should have known after such time and did not attempt to halt such actions)9; (g) enter into any discussions, negotiations, arrangement or agreement with any other Person with the intent relating to effect any of the foregoing (provided that Subscriber shall not be deemed to be in violation of this clause (g) with respect to discussions or negotiations unless the person entering into such discussions or negotiations knew or reasonably should have known at the time he or she did so that doing so violated this Section 6.1 or knew or reasonably should have known after such time and did not attempt to halt such actions)foregoing; or (h) request or propose (either directly or indirectly) that the Company or any of the Company’s representatives Representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 6 9 (including this sub-paragraph). Notwithstanding any other provision of this Agreement to the contrary, nothing in this Agreement will be deemed to prohibit (x) AstraZeneca from confidentially communicating to the Company’s board of directors or chief executive officer or external financial advisors any non-public proposals regarding a possible transaction of any kind (including, without limitation, submitting confidential proposals to acquire the Company) in such a manner as would not reasonably be expected to require public disclosure thereof under applicable Law or listing standards of any securities exchange applicable to the Company or its Representatives or to AstraZeneca or its Representatives, (y) AstraZeneca or any of its controlled affiliates, in the ordinary course of business, making any proposal or offer or entering into any mutually agreed commercial transaction with respect to, or otherwise consummating, any mutually agreed commercial transaction with, the Company or any of its subsidiaries or other controlled affiliates or (z) any acquisition by AstraZeneca or any of its controlled affiliates of a company or business unit thereof that “beneficially owns” (as such term is used in Rule 13d-3 of the Exchange Act) any securities of the Company or any of its subsidiaries so long as the purchase of such securities was not made on behalf of AstraZeneca or any of its controlled affiliates. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.

Standstill Provision. Subject to Section 6.2 of this Agreement, during During the six month period commencing on the effective date of the IPO Registration Statement Standstill Period (the “Standstill Period”as herein defined), without the prior written approval of the Board, neither Subscriber, any of Subscriber’s controlled Affiliates nor any of Subscriber’s representatives acting on behalf of or in concert with Subscriber will, in any mannerPhilips shall not, directly or indirectlyindirectly through any of its Representatives: (a) make, effect, initiate initiate, cause or participate in (i) any acquisition of beneficial ownership of any voting securities of the Company (“Voting Securities”) Volcano or any securities (including derivatives thereof) or debt securitiesof any subsidiary of Volcano, except as a result of a stock split, stock dividend or other pro rata distribution made by the Company to its shareholders and in which Subscriber participates solely in its capacity as a shareholder of the Company or (ii) any acquisition of all or a material portion of the any assets of the Company and its subsidiaries on a consolidated basis Volcano or any assets of any subsidiary or division of Volcano, (iii) any tender offer, takeover offer, exchange offer, merger, business combination, scheme of arrangement, recapitalization, restructuring, liquidation, liquidation or dissolution or extraordinary transaction involving the Company Volcano or any subsidiary of the Company Volcano or involving any securities or assets of the Company Volcano or any securities or assets of any subsidiary or division of the Company (provided that Subscriber may tender its securities in any tender or exchange offer made by any third party provided that Subscriber is not in breach of Section 6.1 of this Agreement)Volcano, or (iv) any “solicitation” of “proxiesof“proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to the Voting Securitiesany securities of Volcano; (b) form, join or participate in a “group” form;join-or- participate-in·a·“group’’ (as defined defined-in the Securities Exchange Act of 1934, as amended (the “Exchange Act’), and the rules promulgated thereunder) with respect to the beneficial ownership of any Voting Securities or debt securities of the Company ofVolcano or any subsidiary or division of the CompanyofVolcano; (c) act, alone or in concert with others, to seek to control or influence change the management, the Board or policies composition of the Companyboard of directors of Volcano; (d) take any action that would reasonably be expected likely to cause the Company, Subscriber or any other person to be required under applicable securities laws require Volcano to make a public announcement regarding any of the types of matters set forth in Subsection 6.1(aclause “(a)” of this sentence; (e) agree to take or offer to take, or knowingly encourage or publicly propose (publicly or otherwise) the taking of, any action referred to in Subsections 6.1(aclause “(a)”, 6.1(b“(b)”, 6.1(c“(c), ” or 6.1(d); (f) assist, induce or encourage any other Person to take any action of the type referred to in Subsections 6.1(a), 6.1(b), 6.1(c), 6.1(d) or 6.1(e) (provided that Subscriber shall not be deemed to be in violation of this clause (f) unless the person providing such assistance, inducement or encouragement knew or reasonably should have known at the time he or she did so that doing so violated this Section 6.1, or knew or reasonably should have known after such time and did not attempt to halt such actions); (g) enter into any discussions, negotiations, arrangement or agreement with any other Person with the intent to effect any of the foregoing (provided that Subscriber shall not be deemed to be in violation of this clause (g) with respect to discussions or negotiations unless the person entering into such discussions or negotiations knew or reasonably should have known at the time he or she did so that doing so violated this Section 6.1 or knew or reasonably should have known after such time and did not attempt to halt such actions); or (h) request or propose (either directly or indirectly) that the Company or any of the Company’s representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 6 (including this sub-paragraph).“

Standstill Provision. Subject to Section 6.2 of this Agreement, during the six month period commencing on the effective date of the IPO Registration Statement (the “Standstill Period”), without the prior written approval of the Board, neither the Subscriber, any of the Subscriber’s controlled Affiliates nor any of the Subscriber’s representatives acting on behalf of or in concert with the Subscriber will, in any manner, directly or indirectly: (a) make, effect, initiate or participate in (i) any acquisition of beneficial ownership of any voting securities of the Company (“Voting Securities”) (including derivatives thereof) or debt securities, except as a result of a stock splitshare sub-division, stock share dividend or other pro rata distribution made by the Company to its shareholders and in which the Subscriber participates solely in its capacity as a shareholder of the Company or (ii) any acquisition of all or a material portion of the assets of the Company and its subsidiaries on a consolidated basis or (iii) any tender offer, takeover offer, exchange offer, merger, business combination, scheme of arrangement, recapitalizationrecapitalisation, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any subsidiary of the Company or involving any securities or assets of the Company or any securities or assets of any subsidiary of the Company (provided that the Subscriber may tender its securities in any tender or exchange offer made by any third party provided that the Subscriber is not in breach of Section 6.1 of this Agreement), or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Commission) or consents with respect to the Voting Securities; (b) form, join or participate in a “group” (as defined in the Exchange Act and the rules promulgated thereunder) with respect to the beneficial ownership of any Voting Securities or debt securities of the 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, the Board or policies of the CompanyCompany in contravention of the other subsections of this Section 6.1; (d) take any action that would reasonably be expected to cause the Company, the Subscriber or any other person to be required under applicable securities laws to make a public announcement regarding any of the types of matters set forth in Subsection 6.1(a); (e) agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in Subsections 6.1(a), 6.1(b), 6.1(c), or 6.1(d); (f) assist, induce or encourage any other Person to take any action of the type referred to in Subsections 6.1(a), 6.1(b), 6.1(c), 6.1(d) or 6.1(e) (provided that the Subscriber shall not be deemed to be in violation of this clause (f) unless the person providing such assistance, inducement or encouragement knew or reasonably should have known at the time he or she did so that doing so violated this Section 6.1, or knew or reasonably should have known after such time and did not attempt to halt such actions); (g) enter into any discussions, negotiations, arrangement or agreement with any other Person with the intent to effect any of the foregoing (provided that the Subscriber shall not be deemed to be in violation of this clause (g) with respect to discussions or negotiations unless the person entering into such discussions or negotiations knew or reasonably should have known at the time he or she did so that doing so violated this Section 6.1 or knew or reasonably should have known after such time and did not attempt to halt such actions); or (h) request or propose (either directly or indirectly) that the Company or any of the Company’s representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 6 (including this sub-paragraph).6.1

Standstill Provision. Subject to Section 6.2 of this Agreement, during During the six month period [***] commencing on the effective date of the IPO Registration Statement Closing Date (the “Standstill Period”), without neither Agent, the prior written approval of the BoardStockholders, neither Subscriber, any of Subscriber’s controlled Affiliates Buyer Transferee nor any of Subscriber’s representatives acting their respective Representatives on behalf of or in concert with Subscriber such Person will, in any manner, directly or indirectly, without the prior written consent of Landos: (a) make, effect, initiate initiate, cause or participate in (i) any acquisition of beneficial ownership of any voting securities of the Company (“Voting Securities”) Landos or any securities (including derivatives thereof) or debt securities, except as a result of a stock split, stock dividend any Subsidiary or other pro rata distribution made by the Company to its shareholders and in which Subscriber participates solely in its capacity as a shareholder controlled affiliate of the Company or Landos, (ii) any acquisition of all or a material portion of the any assets of Landos or any assets of any Subsidiary, division or other controlled affiliate of Landos, except as is necessary to carry out the Company and its subsidiaries on a consolidated basis terms or intent of this Agreement, (iii) any tender offer, takeover offer, exchange offer, merger, business combination, scheme of arrangement, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company Landos or any subsidiary Subsidiary or other controlled Affiliate of the Company Landos or involving any securities or assets of the Company Landos or any securities or assets of any subsidiary Subsidiary, division or other affiliate of the Company (provided that Subscriber may tender its securities in any tender or exchange offer made by any third party provided that Subscriber is not in breach of Section 6.1 of this Agreement)Landos, 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 Landos or (v) otherwise seek to place a Representative or other Affiliate, associate or nominee on Lxxxxx’ board of directors or seek the Voting Securitiesremoval of any member of the Landos’ board of directors (including through any “withhold” or “vote no” or similar campaign) or any change in the size or composition of Lxxxxx’ board of directors or its committees; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any Voting Securities or debt securities of the Company Landos or any subsidiary Subsidiary or division of the CompanyLandos; (c) act, alone or in concert with others, to seek to control or influence the management, the Board board of directors or policies of the CompanyLxxxxx; (d) gxxxx a proxy with respect to the voting of any securities of Landos to any person other than to Landos’ board of directors or persons appointed by Lxxxxx’ board of directors, deposit any securities of Landos in a voting trust or similar arrangement or subject any securities of Landos to any voting agreement or pooling arrangement; (e) vote for any nominee or nominees for election to Lxxxxx’ board of directors, other than those nominated by Lxxxxx’ board of directors; (f) make a request for or demand an inspection of a list of Landos’ stockholders or any books and records of Landos or any of its subsidiaries under Section 220 of the Delaware General Corporation Law or other statutory or regulatory provisions providing for stockholder access to books and records; (g) submit any stockholder proposal pursuant to Rule 14a-8 promulgated by the Securities and Exchange Commission under the Exchange Act or otherwise or any notice of nomination or other business for consideration at a stockholder meeting of Landos or nominate any candidate for election to Lxxxxx’ board of directors; (h) institute, solicit, assist or join any litigation, arbitration or other proceeding against or involving Landos or any of its subsidiaries or any of their respective current or former directors or officers (including derivative actions), other than to enforce the provisions of this Agreement; (i) take any action that would reasonably be expected to cause the Company, Subscriber or any other person to be required under applicable securities laws might require Landos to make a public announcement regarding any of the types of matters set forth in Subsection 6.1(a)this Section 4.6; (ej) agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in Subsections 6.1(a), 6.1(b), 6.1(c), or 6.1(d)this Section 4.6; (fk) assist, induce or encourage any other Person to take any action of the type referred to in Subsections 6.1(a), 6.1(b), 6.1(c), 6.1(d) or 6.1(e) (provided that Subscriber shall not be deemed to be in violation of this clause (f) unless the person providing such assistance, inducement or encouragement knew or reasonably should have known at the time he or she did so that doing so violated this Section 6.1, or knew or reasonably should have known after such time and did not attempt to halt such actions)4.6; (gl) enter into any discussions, negotiations, arrangement or agreement with any other Person with the intent relating to effect any action of the foregoing (provided that Subscriber shall not be deemed type referred to be in violation of this clause (g) with respect to discussions or negotiations unless the person entering into such discussions or negotiations knew or reasonably should have known at the time he or she did so that doing so violated this Section 6.1 or knew or reasonably should have known after such time and did not attempt to halt such actions)4.6; or (hm) request or propose (either directly or indirectly) that the Company Landos or any of the Company’s representatives Landos’ Representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 6 (including 4.6. Notwithstanding any other provision of this subAgreement to the contrary, nothing in this Agreement will be deemed to prohibit Agent or any Stockholder or Buyer Transferee from confidentially communicating to Landos’ board of directors or senior management or external financial advisors any non-paragraph)public proposals regarding a possible transaction of any kind in such a manner as would not reasonably be expected to require public disclosure thereof under applicable law or listing standards of any securities exchange. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.

Standstill Provision. Subject to Section 6.2 of this Agreement, during During the six 6 month period commencing on the effective date of the IPO Registration Statement this Agreement (the “Standstill Period”), without the prior written approval of the Board, neither Subscriber, any of Subscriber’s controlled Affiliates Buyer nor any of SubscriberBuyer’s representatives acting subsidiaries or other Representatives on behalf of or in concert with Subscriber Buyer will, in any manner, directly or indirectly: (a) make, effect, initiate initiate, cause or participate in (i) any acquisition of beneficial ownership of any voting securities of the Company (“Voting Securities”) (including derivatives thereof) Seller or debt securitiesany securities of any subsidiary of Seller, except as a result of a stock split, stock dividend or other pro rata distribution made by the Company to its shareholders and in which Subscriber participates solely in its capacity as a shareholder of the Company or (ii) any acquisition of all or a any material portion of the assets of the Company and its subsidiaries on a consolidated basis Seller or any material assets of any subsidiary of Seller, (iii) any tender offer, takeover offer, exchange offer, merger, business combination, scheme of arrangement, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company Seller or any subsidiary of the Company Seller or involving any securities or assets of the Company Seller or any securities or assets of any subsidiary of the Company (provided that Subscriber may tender its securities in any tender or exchange offer made by any third party provided that Subscriber is not in breach of Section 6.1 of this Agreement)Seller, 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 the Voting Securitiesany securities of Seller or any subsidiary of Seller; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules promulgated thereunder) with respect to the beneficial ownership of any Voting Securities or debt securities of the Company Seller or any subsidiary or division of the CompanySeller; (c) act, alone or in concert with others, to seek to control or influence the management, the Board board of directors or policies of the CompanySeller or any subsidiary of Seller; (d) take any action that would reasonably be expected to cause the Company, Subscriber or any other person to be required under applicable securities laws require Seller to make a public announcement regarding any of the types of matters set forth in Subsection 6.1(a)clause (a) of this Section 7; (e) agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in Subsections 6.1(aclause (a), 6.1(b(b), 6.1(c), (c) or 6.1(d)(d) of this Section 7; (f) assist, knowingly induce or knowingly encourage any other Person to take any action of the type referred to in Subsections 6.1(aclause (a), 6.1(b(b), 6.1(c(c), 6.1(d(d) or 6.1(e(e) (provided that Subscriber shall not be deemed to be in violation of this clause (f) unless the person providing such assistance, inducement or encouragement knew or reasonably should have known at the time he or she did so that doing so violated this Section 6.1, or knew or reasonably should have known after such time and did not attempt to halt such actions);7; or (g) enter into any discussions, negotiations, arrangement or agreement with any other Person with the intent relating to effect any of the foregoing foregoing; provided that (i) 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 Subscriber the contents, subject and existence of any such communications shall constitute Confidential Information hereunder) and (ii) the foregoing shall not be deemed to be restrict (A) Xxxxxx Xxxxxxxxx in violation performing his duties as director of this clause (g) with respect to discussions or negotiations unless the person entering into such discussions or negotiations knew or reasonably should have known at the time he or she did so that doing so violated this Section 6.1 or knew or reasonably should have known after such time and did not attempt to halt such actions); or (h) request or propose (either directly or indirectly) that the Company Seller or any actions taken in connection with his re-appointment or re-election as director of Seller, or (B) Buyer from (x) engaging in brokerage, discretionary money management, corporate finance, arbitrage and trading activities in the Company’s representatives amendnormal and usual course of its business on behalf of a person unaffiliated with Buyer or (y) arranging financing for any person, waive so long as in the case of each of clauses (x) and (y), no Confidential Information is used or consider disclosed for such purposes or would require the amendment use or waiver of any provision set forth in this Section 6 (including this sub-paragraph)disclosure thereof.