Common use of Standstill Provision Clause in Contracts

Standstill Provision. (a) Intrexon hereby agrees that, for a period of three years from the date hereof, unless specifically invited in writing by the Company to do so, neither Intrexon nor any of its Affiliates will, or will cause or knowingly permit any of its or their directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives to, in any manner, directly or indirectly: (i) effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise or, assist any other person to effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect or cause or participate in, any acquisition of any securities (or beneficial ownership thereof) or assets of the Company; any tender or exchange offer, merger, consolidation or other business combination involving the Company; any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company; or any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) or consents to vote any voting securities of the Company; (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act, hereafter a “Group”) with respect to any securities of the Company; (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company (except as contemplated by Section 6.6 of this Agreement, and provided further that nothing herein shall limit the ability of the directors nominated to the Board of Directors by Intrexon from fully exercising their rights and duties as directors of the Company, which shall include the ability, in such capacity, to freely communicate with the executive management of the Company and its board of directors); (iv) take any action which could reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in this Section 6.9; or (v) enter into any agreements, discussions or arrangements with any third party with respect to any of the foregoing. (b) Notwithstanding the foregoing, the Company hereby agrees that the provisions of this Section 6.9 shall not apply to the following: (i) the purchase by Intrexon and/or its Affiliates after the date hereof (and not pursuant to this Agreement) of up to an aggregate number of shares of Common Stock that does not exceed 10% of the number of shares of Common Stock then issued and outstanding; (ii) the exercise by Intrexon and/or its Affiliates, if applicable, of any voting rights available to Company stockholders generally pursuant to any transaction described Section 6.9(a)(i) above, provided that Intrexon has not then either directly, indirectly, or as a member of a Group made, effected, initiated or caused such transaction to occur or otherwise violated this Section 6.9; (iii) the exercise by Intrexon and/or its Affiliates, if applicable, of any voting rights generally available to it or them as non-Affiliate security holders of a third party that is a participant in an action or transaction described in Section 6.9(a)(i) above, provided that Intrexon has not then either directly, indirectly, or as a member of a Group made, effected, initiated or caused such action or transaction to occur or otherwise violated this Section 6.9; (iv) any activity by Intrexon after the Company has made any public announcement of its intent to solicit or engage in any transaction which would result in a Company Sale; and (v) making any communication to Company executive management on a confidential basis solely that Intrexon would be interested in engaging in discussions with the Company that could result in a negotiated transaction described in Section 6.9(a)(i) so long as Intrexon does not propose any such transaction or discuss or refer to potential terms thereof without the Company’s prior consent. Notwithstanding any of the foregoing provisions of this Section 6.9, the Company further agrees that nothing herein shall limit the ability of Xx. Xxxx (or, if not Xx. Xxxx, Intrexon’s designee to the Company’s board of directors pursuant to Section 6.6(a)) to confidentially propose to the executive management of the Company and its board of directors, and/or advocate for, any transaction between the Company and any third party unaffiliated with Intrexon or its Affiliates to the extent that such proposal and/or advocacy is made in his (or her) capacity as a director of the Company and in the exercise of his (or her) rights and duties as a director of the Company.

Standstill Provision. (a) Intrexon hereby Each Designating Party irrevocably and unconditionally agrees that, (i) following the IPO and for a period of three years from so long as such Designating Party owns, in the date hereofaggregate, unless specifically invited in writing by the Company to do so, neither Intrexon nor any together with all of its Affiliates will, or will cause or knowingly permit and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act or Rule 13d-5 promulgated under the Exchange Act), beneficially or of record more than ten percent (10%) of the issued and outstanding shares of Common Stock (provided that the ownership of Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 3.1 only to the extent, and for so long as, such Designating Party, on the one hand, and such other Persons, on the other hand, are members of a “group”), such Designating Party and its or Affiliates and their respective (A) directors, officers, employees, investment bankers, attorneys, accountants officers or other advisors or representatives tomanagers and (B) members and equity holders shall not, in any manner, directly or indirectly, engage in any of the following activities: (ia) effect make any announcement with respect to, or seekpublicly offer to elect, initiate, offer seek or propose (whether publicly with or otherwise) to effect, or cause or participate in or in any way advise or, assist any other person to effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect or cause or participate inwithout conditions), any acquisition of any securities (or beneficial ownership thereof) or assets of the Company; any tender or exchange offer, merger, consolidation or acquisition, consolidation, other business combination involving the Company; any recapitalizationcombination, restructuring, liquidationrecapitalization, dissolution tender offer, exchange offer or other extraordinary transaction with or involving the Company or any of its Subsidiaries or any of its or their securities or assets; provided, that nothing contained herein shall limit the ability of such Designating Party to file or amend its Schedule 13D filings regarding the Common Stock as required by Law or to make other securities or tax filings as required by Law so long as such Designating Party does not enter into any contract, agreement or understanding with respect to the Common Stock (other than this Agreement and the Stockholders’ Agreement), or otherwise take any action, in violation of its obligations under this ARTICLE III; or (b) other than in connection with the designation of Board Designees by such Designating Party pursuant to ARTICLE II hereof, (i) initiate, propose, induce or attempt to induce any other Person to initiate any stockholder proposal, nominate any person to be elected as a member of the Board or make any attempt to call a special meeting of the Company; ’s stockholders, (ii) submit any proposal for consideration at, or bring any other business before, any meeting of the Company’s stockholders, or request that the Company include any proposals or nominees for election as members of the Board in any Company proxy statement, (iii) engage, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used term is defined in the proxy rules of the CommissionRule 14a-1(1) or consents to vote any voting securities of the Company; (ii) form, join or in any way participate in a “group” (as defined promulgated under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors), hereafter a “Group”) seek to advise, encourage or influence any Person with respect to the voting of any Company securities (except in support of proposals approved by the Board), or (iv) otherwise communicate with the Company; (iii’s stockholders or others pursuant to Rule 14a-1(1)(2)(iv) otherwise actunder the Exchange Act; provided, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company (except as contemplated by Section 6.6 of this Agreement, and provided further that nothing herein shall limit the ability of the directors nominated such Designating Party to the Board of Directors by Intrexon from fully exercising their rights and duties as directors of the Company, which shall include the ability, in such capacity, to freely communicate with the executive management of the Company and vote its board of directors); (iv) take any action which could reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in this Section 6.9; or (v) enter into any agreements, discussions or arrangements with any third party with respect to any of the foregoing. (b) Notwithstanding the foregoing, the Company hereby agrees that the provisions of this Section 6.9 shall not apply to the following: (i) the purchase by Intrexon and/or its Affiliates after the date hereof (and not pursuant to this Agreement) of up to an aggregate number of shares of Common Stock that does not exceed 10% in favor of the number of shares of Common Stock then issued and outstanding; (ii) the exercise by Intrexon and/or its Affiliates, if applicable, of any voting rights available to Company stockholders generally pursuant to any transaction described Section 6.9(a)(i) above, provided that Intrexon has not then either directly, indirectly, or as a member of a Group made, effected, initiated or caused such transaction to occur or otherwise violated this Section 6.9; (iii) the exercise by Intrexon and/or its Affiliates, if applicable, of any voting rights generally available to it or them as non-Affiliate security holders of a third party that is a participant Board Designees in an action or transaction described in Section 6.9(a)(i) above, provided that Intrexon has not then either directly, indirectly, or as a member of a Group made, effected, initiated or caused such action or transaction to occur or otherwise violated this Section 6.9; (iv) any activity by Intrexon after the Company has made any public announcement of its intent to solicit or engage in any transaction which would result in a Company Sale; and (v) making any communication to Company executive management on a confidential basis solely that Intrexon would be interested in engaging in discussions accordance with the Company that could result in a negotiated transaction described in Section 6.9(a)(i) so long as Intrexon does not propose any such transaction or discuss or refer to potential terms thereof without the Company’s prior consent. Notwithstanding any of the foregoing provisions of this Section 6.9, the Company further agrees that nothing herein shall limit the ability of Xx. Xxxx (or, if not Xx. Xxxx, Intrexon’s designee to the Company’s board of directors pursuant to Section 6.6(a)) to confidentially propose to the executive management of the Company and its board of directors, and/or advocate for, any transaction between the Company and any third party unaffiliated with Intrexon or its Affiliates to the extent that such proposal and/or advocacy is made in his (or her) capacity as a director of the Company and in the exercise of his (or her) rights and duties as a director of the CompanyStockholders’ Agreement.

Standstill Provision. (a) Intrexon hereby agrees that, for a period of three years from the date hereof, unless specifically invited in writing by the Company to do so, neither Intrexon nor any of its Affiliates affiliates (including subsidiaries) will, or will cause or knowingly permit any of its or their directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives to, in any manner, directly or indirectly: (i) effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise or, assist any other person to effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect or cause or participate in, any acquisition of any securities (or beneficial ownership thereof) or assets of the Company; any tender or exchange offer, merger, consolidation or other business combination involving the Company; any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company; or any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) or consents to vote any voting securities of the Company; (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act, hereafter a “Group”) with respect to any securities of the Company; (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board board of Directors directors, or policies of the Company (except as contemplated by Section 6.6 7.3 of this Agreement, and provided further that nothing herein shall limit the ability of the directors nominated to the Board of Directors by Intrexon from fully exercising their rights and duties as directors of the Company, which shall include the ability, in such capacity, to freely communicate with the executive management of the Company and its board of directors); (iv) take any action which could reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in this Section 6.97.1; or (v) enter into any agreements, discussions or arrangements with any third party with respect to any of the foregoing. (b) Notwithstanding the foregoing, the Company hereby agrees that the provisions of this Section 6.9 7.1 shall not apply to the following: (i) the purchase by Intrexon and/or its Affiliates affiliates after the date hereof (and not pursuant to this Agreement) of up to an aggregate number of shares of Common Stock that does not exceed 10% of the number of shares of Common Stock then issued and outstanding; (ii) the exercise by Intrexon and/or its Affiliatesaffiliates, if applicable, of any voting rights available to Company stockholders generally pursuant to any transaction described Section 6.9(a)(i7.1(a)(i) above, provided that Intrexon has not then either directly, indirectly, or as a member of a Group made, effected, initiated or caused such transaction to occur or otherwise violated this Section 6.97.1; (iii) the exercise by Intrexon and/or its Affiliatesaffiliates, if applicable, of any voting rights generally available to it or them as non-Affiliate security holders of a third party that is a participant in an action or transaction described in Section 6.9(a)(i7.1(a)(i) above, provided that Intrexon has not then either directly, indirectly, or as a member of a Group made, effected, initiated or caused such action or transaction to occur or otherwise violated this Section 6.97.1; (iv) any activity by Intrexon after the Company has made any public announcement of its intent to solicit or engage in any transaction which would result in a Company Sale; and (v) making any communication to Company executive management on a confidential basis solely that Intrexon would be interested in engaging in discussions with the Company that could result in a negotiated transaction described in Section 6.9(a)(i7.1(a)(i) so long as Intrexon does not propose any such transaction or discuss or refer to potential terms thereof without the Company’s prior consent. Notwithstanding any of the foregoing provisions of this Section 6.9, the Company further agrees that nothing herein shall limit the ability of Xx. Xxxx . (or, if not Xx. Xxxx, c) Intrexon’s designee to rights and the Company’s board of directors pursuant to obligations under this Section 6.6(a)) to confidentially propose to 7.1 shall terminate upon the executive management termination of the Company and its board of directors, and/or advocate for, any transaction between the Company and any third party unaffiliated with Intrexon or its Affiliates to the extent that such proposal and/or advocacy is made in his (or her) capacity as a director of the Company and in the exercise of his (or her) rights and duties as a director of the CompanyChannel Agreement.

Standstill Provision. (a) Intrexon Each Purchaser hereby agrees that, to the extent that and for a period so long as the total number of three years from shares of Common Stock beneficially owned by the date hereofPurchaser and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Purchaser for purposes of Section 13(d) of the Exchange Act exceeds 15%, unless specifically invited in writing by the Company to do so, neither Intrexon the purchaser nor any of its Affiliates affiliates will, or will cause or knowingly permit any of its or their directors, officers, partners, managers, employees, investment bankers, attorneys, accountants or other advisors or representatives to, in any manner, directly or indirectly: (iA) effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise or, assist any other person to effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect or cause or participate in, any acquisition of any securities (or beneficial ownership thereof) or assets of the Company; any tender or exchange offer, merger, consolidation or other business combination involving the Company; any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company; or any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) or consents to vote any voting securities of the Company. Notwithstanding the foregoing, nothing in this clause (A) shall prevent or limit the ability of any director of the Company that is affiliated with a Purchaser or to (i) acquire, exercise or dispose of any stock options or other equity securities of the Company received as compensation for serving as a director or (ii) perform his or her duties as a director of the Company; (iiB) form, join or in any way participate in a “group” (as defined under the Exchange Act, hereafter a “Group”) with respect to any securities of the Company; (iiiC) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company (except as contemplated by Section 6.6 of this Agreement, and provided further that nothing herein shall limit the ability of the directors nominated to the Board of Directors by Intrexon from fully exercising their rights and duties as directors of the Company, which shall include the ability, in such capacity, to freely communicate with the executive management of the Company and its board of directors); (ivD) take any action which could reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in this Section 6.95.7; or (vE) enter into any agreements, discussions or arrangements with any third party with respect to any of the foregoing. (b) . Notwithstanding the foregoing, the Company hereby agrees that the provisions of this Section 6.9 shall not apply to the following: (i) the purchase by Intrexon and/or its Affiliates a Purchaser after the date hereof (and not pursuant to Section 5.2 of this Agreement) of up to an aggregate number of shares of Common Stock that does Agreement shall not exceed 10% of the number of shares of Common Stock then issued and outstanding; (ii) the exercise by Intrexon and/or its Affiliates, if applicable, of any voting rights available to Company stockholders generally pursuant to any transaction described Section 6.9(a)(i) above, provided that Intrexon has not then either directly, indirectly, or as be a member of a Group made, effected, initiated or caused such transaction to occur or otherwise violated this Section 6.9; (iii) the exercise by Intrexon and/or its Affiliates, if applicable, of any voting rights generally available to it or them as non-Affiliate security holders of a third party that is a participant in an action or transaction described in Section 6.9(a)(i) above, provided that Intrexon has not then either directly, indirectly, or as a member of a Group made, effected, initiated or caused such action or transaction to occur or otherwise violated this Section 6.9; (iv) any activity by Intrexon after the Company has made any public announcement of its intent to solicit or engage in any transaction which would result in a Company Sale; and (v) making any communication to Company executive management on a confidential basis solely that Intrexon would be interested in engaging in discussions with the Company that could result in a negotiated transaction described in Section 6.9(a)(i) so long as Intrexon does not propose any such transaction or discuss or refer to potential terms thereof without the Company’s prior consent. Notwithstanding any of the foregoing provisions violation of this Section 6.9, the Company further agrees that nothing herein shall limit the ability of Xx. Xxxx (or, if not Xx. Xxxx, Intrexon’s designee to the Company’s board of directors pursuant to Section 6.6(a)) to confidentially propose to the executive management of the Company and its board of directors, and/or advocate for, any transaction between the Company and any third party unaffiliated with Intrexon or its Affiliates to the extent that such proposal and/or advocacy is made in his (or her) capacity as a director of the Company and in the exercise of his (or her) rights and duties as a director of the Company5.7.

Standstill Provision. (a1) Intrexon Benuvia hereby agrees that, for a period of three (3) years from the date hereof, unless specifically invited in writing by the Company Chromocell to do so, neither Intrexon Benuvia nor any of its Affiliates affiliates (including subsidiaries) will, or will cause or knowingly permit any of its or their directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives to, in any manner, directly or indirectly: (ia) effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise or, assist any other person to effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect or cause or participate in, any acquisition of any securities (or beneficial ownership thereof) or assets of the CompanyChromocell; any tender or exchange offer, merger, consolidation or other business combination involving the CompanyChromocell; any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the CompanyChromocell; or any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) or consents to vote any voting securities of the CompanyChromocell; (iib) form, join or in any way participate in a “group” (as defined under the Securities Exchange ActAct of 1934, hereafter as amended, hereinafter a “Group”) with respect to any securities of the CompanyChromocell; (iiic) otherwise act, alone or in concert with others, to seek to control or influence the management, Board board of Directors directors, or policies of the Company Chromocell (except as contemplated by Section 6.6 D(iii) of this Agreement, and provided further that nothing herein shall limit the ability of the directors nominated to the Board of Directors by Intrexon from fully exercising their rights and duties as directors of the Company, which shall include the ability, in such capacity, to freely communicate with the executive management of the Company and its board of directors); (ivd) take any action which could reasonably be expected to force the Company Chromocell to make a public announcement regarding any of the types of matters set forth in this Section 6.9D(i); or (ve) enter into any agreements, discussions or arrangements with any third party with respect to any of the foregoing. (b2) Notwithstanding the foregoing, the Company Chromocell hereby agrees that the provisions of this Section 6.9 D(i) shall not apply to the following: (ia) the purchase by Intrexon Benuvia and/or its Affiliates affiliates after the date hereof (and not pursuant to this Agreement) of up to an aggregate number of shares of Common Stock that does not exceed 1010 % of the number of shares of Common Stock then issued and outstanding; (iib) the exercise by Intrexon Benuvia and/or its Affiliatesaffiliates, if applicable, of any voting rights available to Company stockholders generally pursuant to any transaction described Section 6.9(a)(iD(i)(1)(a) above, provided that Intrexon Benuvia has not then either directly, indirectly, or as a member of a Group made, effected, initiated or caused such transaction to occur or otherwise violated this Section 6.9D(i); (iiic) the exercise by Intrexon Benuvia and/or its Affiliatesaffiliates, if applicable, of any voting rights generally available to it or them as non-Affiliate security holders of a third party that is a participant in an action or transaction described in Section 6.9(a)(iD(i)(1)(a) above, provided that Intrexon Benuvia has not then either directly, indirectly, or as a member of a Group made, effected, initiated or caused such action or transaction to occur or otherwise violated this Section 6.9D(i); (ivd) any activity by Intrexon Benuvia after the Company Chromocell has made any public announcement of its intent to solicit or engage in any transaction which would result in a Company Sale; andthe sale of all, or substantially all, of the assets or equity of Chromocell; (ve) making any communication to Company Chromocell’s executive management on a confidential basis solely that Intrexon Benuvia would be interested in engaging in discussions with the Company Chromocell that could result in a negotiated transaction described in Section 6.9(a)(iD(i)(1)(a) so long as Intrexon Benuvia does not propose any such transaction or discuss or refer to potential terms thereof without the CompanyChromocell’s prior consent. Notwithstanding any ; and (f) the direct or indirect ownership by Benuvia of the foregoing provisions of Benuvia Shares. (3) Benuvia’s rights and Chromocell’s obligations under this Section 6.9, D(i) shall terminate upon the Company further agrees that nothing herein shall limit the ability of Xx. Xxxx (or, if not Xx. Xxxx, Intrexon’s designee to the Company’s board of directors pursuant to Section 6.6(a)) to confidentially propose to the executive management termination of the Company and its board of directors, and/or advocate for, any transaction between the Company and any third party unaffiliated with Intrexon or its Affiliates to the extent that such proposal and/or advocacy is made in his (or her) capacity as a director of the Company and in the exercise of his (or her) rights and duties as a director of the CompanyLicense Agreement.

Standstill Provision. (a) Intrexon Each Purchaser hereby agrees that, to the extent that and for a period so long as the total number of three years from shares of Common Stock beneficially owned by the date hereofPurchaser and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with each Purchaser for purposes of Section 13(d) of the Exchange Act exceeds 15%, unless specifically invited in writing by the Company to do so, neither Intrexon the Purchaser nor any of its Affiliates affiliates will, or will cause or knowingly permit any of its or their directors, officers, partners, managers, employees, investment bankers, attorneys, accountants or other advisors or representatives to, in any manner, directly or indirectly: (iA) effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise or, assist any other person to effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect or cause or participate in, any acquisition of any securities (or beneficial ownership thereof) or assets of the Company; any tender or exchange offer, merger, consolidation or other business combination involving the Company; any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company; or any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) or consents to vote any voting securities of the Company. Notwithstanding the foregoing, nothing in this clause (A) shall prevent or limit the ability of any director of the Company that is affiliated with a Purchaser to (i) acquire, exercise or dispose of any stock options or other equity securities of the Company received as compensation for serving as a director or (ii) perform his or her duties as a director of the Company; (iiB) form, join or in any way participate in a “group” (as defined under the Exchange Act, hereafter a “Group”) with respect to any securities of the Company; (iiiC) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company (except as contemplated by Section 6.6 of this Agreement, and provided further that nothing herein shall limit the ability of the directors nominated to the Board of Directors by Intrexon from fully exercising their rights and duties as directors of the Company, which shall include the ability, in such capacity, to freely communicate with the executive management of the Company and its board of directors); (ivD) take any action which could reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in this Section 6.95.7; (E) nominate or otherwise support the election of any person as a director of the Company except as approved by the Board; provided, that this covenant is not intended to prevent any Purchaser or its affiliates from voting any shares of capital stock it holds (other than the Excess Shares) in favor of the election of a person not nominated by the Board as long as such Purchaser or any of its affiliates have no arrangements with the nominee or the stockholder that nominated the nominee and are not otherwise in breach of this Section 5.7; or (vF) enter into any agreements, discussions or arrangements with any third party with respect to any of the foregoing. (b) . Notwithstanding the foregoing, the Company hereby agrees that the provisions of this Section 6.9 shall not apply to the following: (i) the purchase by Intrexon and/or its Affiliates a Purchaser of securities of the Company after the date hereof (and not pursuant to Section 5.2 of this Agreement) of up to an aggregate number of shares of Common Stock that does Agreement shall not exceed 10% of the number of shares of Common Stock then issued and outstanding; (ii) the exercise by Intrexon and/or its Affiliates, if applicable, of any voting rights available to Company stockholders generally pursuant to any transaction described Section 6.9(a)(i) above, provided that Intrexon has not then either directly, indirectly, or as be a member of a Group made, effected, initiated or caused such transaction to occur or otherwise violated this Section 6.9; (iii) the exercise by Intrexon and/or its Affiliates, if applicable, of any voting rights generally available to it or them as non-Affiliate security holders of a third party that is a participant in an action or transaction described in Section 6.9(a)(i) above, provided that Intrexon has not then either directly, indirectly, or as a member of a Group made, effected, initiated or caused such action or transaction to occur or otherwise violated this Section 6.9; (iv) any activity by Intrexon after the Company has made any public announcement of its intent to solicit or engage in any transaction which would result in a Company Sale; and (v) making any communication to Company executive management on a confidential basis solely that Intrexon would be interested in engaging in discussions with the Company that could result in a negotiated transaction described in Section 6.9(a)(i) so long as Intrexon does not propose any such transaction or discuss or refer to potential terms thereof without the Company’s prior consent. Notwithstanding any of the foregoing provisions violation of this Section 6.9, the Company further agrees that nothing herein shall limit the ability of Xx. Xxxx (or, if not Xx. Xxxx, Intrexon’s designee to the Company’s board of directors pursuant to Section 6.6(a)) to confidentially propose to the executive management of the Company and its board of directors, and/or advocate for, any transaction between the Company and any third party unaffiliated with Intrexon or its Affiliates to the extent that such proposal and/or advocacy is made in his (or her) capacity as a director of the Company and in the exercise of his (or her) rights and duties as a director of the Company5.7.