Common use of Standstill Provision Clause in Contracts

Standstill Provision. (a) Prior to September 29, 2011, Concordia shall not, without the prior written consent of the Board of Directors (excluding directors who are Purchasers or Affiliates of Concordia), except as set forth in Section 5.4: (i) directly or indirectly acquire or assist, advise or encourage any other person in acquiring by purchase, tender offer or otherwise, beneficial ownership of more than 10 % of the Company’s issued and outstanding common stock (on a fully diluted basis); (ii) enter into any voting trust or other agreement (except as provided herein) with respect to voting any Company common stock directly or beneficially owned by Concordia in any nomination to the Board of Directors; (iii) make any public announcement with respect to, or submit a proposal for, or offer of, any extraordinary transaction involving the Company or any of its securities or assets; or (iv) join with any group, company, association, syndicate or other entity or organization, formal or informal, for the purpose of voting any Company common stock or otherwise controlling or exerting a controlling influence over the Company. (b) Prior to September 29, 2010, Concordia shall not engage, directly or indirectly, in the solicitation of proxies, including the solicitation of written consents, or become a participant in any election contest or any other matter in opposition to the recommendation of the Board of Directors with respect to any matter submitted to a vote of the shareholders of the Company. (c) While the restrictions of Section 5.2(a) remain in effect, Concordia shall not, without the prior written consent of the Board of Directors (excluding directors who are Purchasers or Affiliates of Concordia), sell any Subject Shares or Common Shares, either (i) in block transactions representing, in the case of the Subject Shares on a converted basis, more than 3 % of the common shares outstanding as of the date of sale, or (ii) to any Person if such Person would beneficially own more than 10 % of the Company’s common stock outstanding immediately after such sale (except in a “brokers’ transaction” within the meaning of Section 4(4) of the Act or in transactions with a “market maker” as that term is defined in Section 3(a)(38) of the Exchange Act). The foregoing provisions of this paragraph shall not apply to the sale of Subject Shares or Common Shares to the underwriter(s) as part of a registered public offering of shares held by Concordia or to any sale or exchange in response to a tender or exchange offer made by a Person who is not an Affiliate of the Concordia and not acting on Concordia’s behalf.

Standstill Provision. (a) Prior to September 29July 25, 20112002, Concordia Purchaser shall not, without the prior written consent approval of a majority of the Board of Directors (excluding directors who are Purchasers or Affiliates of Concordia), except as set forth in Section 5.4: Purchaser): (i) directly or indirectly acquire or assist, advise or encourage any other person in acquiring by purchase, tender offer or otherwise, beneficial ownership of more than 10 15 % of the Company’s issued and outstanding common stock Shares (on a fully diluted basis); (ii) enter into any voting trust or other agreement (except as provided herein) with respect to voting any Company common stock Shares directly or beneficially owned by Concordia in any nomination to the Board of Directors; (iii) make any public announcement with respect to, or submit a proposal for, or offer of, any extraordinary transaction involving the Company or any of its securities or assetsPurchaser; or (iviii) join with any group, company, association, syndicate or other entity or organization, formal or informal, for the purpose of voting any Company common stock Shares or otherwise controlling or exerting a controlling influence over the Company (except, if Purchaser is a director, in his capacity as a director of the Company). (b) Prior to September 29July 25, 20102002, Concordia Purchaser shall not engage, directly or indirectly, in the solicitation of proxies, including the solicitation of written consents, or become a participant in any election contest or any other matter in opposition to the recommendation of the Board of Directors with respect to any matter submitted to a vote of the shareholders of the Company. (c) While the restrictions of Section 5.2(a) remain in effect, Concordia Purchaser shall not, without the prior written consent approval of a majority of the Board of Directors (excluding directors who are Purchasers or Affiliates of ConcordiaPurchaser), sell any Subject Shares or Common Shares, either (i) in block transactions representing, in the case of the Subject Shares on a converted basis, more than 3 1 % of the common shares Shares outstanding as of the date of sale, or (ii) to any Person if such Person would beneficially own more than 10 % of the Company’s common stock Shares outstanding immediately after such sale (except in a “"brokers’ ' transaction” " within the meaning of Section 4(4) of the Act or in transactions with a “"market maker” " as that term is defined in Section 3(a)(38) of the Exchange Act). The foregoing provisions of this paragraph shall not apply to the sale of Subject Shares or Common Shares to the underwriter(s) as part of a registered public offering of shares Shares held by Concordia Purchaser or to any sale or exchange in response to a tender or exchange offer made by a Person who is not an Affiliate of the Concordia Purchaser and not acting on Concordia’s Purchaser's behalf. (d) All the provisions of this Section 5.2 shall survive the Closing.

Standstill Provision. (a) Prior to September 29March 25, 20112010, Concordia Purchaser shall not, without the prior written consent of the Board of Directors (excluding directors who are Purchasers or Affiliates of Concordia), except as set forth in Section 5.4: Purchaser): (i) directly or indirectly acquire or assist, advise or encourage any other person in acquiring by purchase, tender offer or otherwise, beneficial ownership of more than 10 24.9% of the Company’s issued and outstanding common stock Shares (on a fully diluted basis); (ii) enter into any voting trust or other agreement (except as provided herein) with respect to voting any Company common stock Shares directly or beneficially owned by Concordia Purchaser in any nomination to the Board of Directors; (iii) make any public announcement with respect to, or submit a proposal for, or offer of, any extraordinary transaction involving the Company or any of its securities or assets; or (iv) join with any group, company, association, syndicate or other entity or organization, formal or informal, for the purpose of voting any Company common stock Shares or otherwise controlling or exerting a controlling influence over the Company (except, if Purchaser is a director, in his capacity as a director of the Company). (b) Prior to September 29March 25, 2010, Concordia Purchaser shall not engage, directly or indirectly, in the solicitation of proxies, including the solicitation of written consents, or become a participant in any election contest or any other matter in opposition to the recommendation of the Board of Directors with respect to any matter submitted to a vote of the shareholders of the Company. (c) While the restrictions of Section 5.2(a) remain in effect, Concordia Purchaser shall not, without the prior written consent of the Board of Directors (excluding directors who are Purchasers or Affiliates of ConcordiaPurchaser), sell any Subject Shares or Common Shares, either (i) in block transactions representing, in the case of the Subject Shares on a converted basis, more than 3 % of the common shares outstanding as of the date of sale, or (ii) to any Person if such Person would beneficially own more than 10 % of the Company’s common stock Shares outstanding immediately after such sale (except (i) to a director of the Company, (ii) to an Affiliate of the Purchaser or (iii) in a “"brokers’ ' transaction” " within the meaning of Section 4(4) of the Act or in transactions with a “"market maker” " as that term is defined in Section 3(a)(38) of the Exchange Act). The foregoing provisions of this paragraph shall not apply to the sale of Subject Shares or Common Shares to the underwriter(s) as part of a registered public offering of shares Shares held by Concordia Purchaser or to any sale or exchange in response to a tender or exchange offer made by a Person who is not an Affiliate of the Concordia Purchaser and not acting on Concordia’s Purchaser's behalf. (d) All the provisions of this Section 5.2 shall survive the Closing.

Standstill Provision. (a) Prior Intrexon hereby agrees that, for a period of three years from the date hereof, unless specifically invited in writing by the Company to September 29do so, 2011neither Intrexon nor any of its Affiliates will, Concordia 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 not, without limit the prior written consent 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); (excluding directors who are Purchasers or Affiliates iv) take any action which could reasonably be expected to force the Company to make a public announcement regarding any of Concordia), except as the types of matters set forth in this Section 5.4: 6.9; or (i) directly or indirectly acquire or assist, advise or encourage any other person in acquiring by purchase, tender offer or otherwise, beneficial ownership of more than 10 % of the Company’s issued and outstanding common stock (on a fully diluted basis); (iiv) enter into any voting trust agreements, discussions or other agreement (except as provided herein) arrangements with any third party with respect to voting any Company common stock directly or beneficially owned by Concordia in any nomination to the Board of Directors; (iii) make any public announcement with respect to, or submit a proposal for, or offer of, any extraordinary transaction involving the Company or any of its securities or assets; or (iv) join with any group, company, association, syndicate or other entity or organization, formal or informal, for the purpose of voting any Company common stock or otherwise controlling or exerting a controlling influence over the Companyforegoing. (b) Prior to September 29Notwithstanding the foregoing, 2010, Concordia shall not engage, directly or indirectly, in the solicitation of proxies, including Company hereby agrees that the solicitation of written consents, or become a participant in any election contest or any other matter in opposition to the recommendation of the Board of Directors with respect to any matter submitted to a vote of the shareholders of the Company. (c) While the restrictions of Section 5.2(a) remain in effect, Concordia shall not, without the prior written consent of the Board of Directors (excluding directors who are Purchasers or Affiliates of Concordia), sell any Subject Shares or Common Shares, either (i) in block transactions representing, in the case of the Subject Shares on a converted basis, more than 3 % of the common shares outstanding as of the date of sale, or (ii) to any Person if such Person would beneficially own more than 10 % of the Company’s common stock outstanding immediately after such sale (except in a “brokers’ transaction” within the meaning of Section 4(4) of the Act or in transactions with a “market maker” as that term is defined in Section 3(a)(38) of the Exchange Act). The foregoing provisions of this paragraph Section 6.9 shall not apply to the sale following: (i) the purchase by Intrexon and/or its Affiliates after the date hereof (and not pursuant to this Agreement) of Subject Shares 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 Common Shares 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 Mx. Xxxx (or, if not Mx. Xxxx, Intrexon’s designee to the underwriter(sCompany’s board of directors pursuant to Section 6.6(a)) as part of a registered public offering of shares held by Concordia or to any sale or exchange in response confidentially propose to a tender or exchange offer made by a Person who is not an Affiliate the executive management of the Concordia Company and not acting on Concordia’s behalfits 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) Prior to September 29March 25, 20112010, Concordia Purchaser shall not, without the prior written consent of the Board of Directors (excluding directors who are Purchasers or Affiliates of Concordia), except as set forth in Section 5.4: Purchaser): (i) directly or indirectly acquire or assist, advise or encourage any other person in acquiring by purchase, tender offer or otherwise, beneficial ownership of more than 10 % of the Company’s issued and outstanding common stock Shares (on a fully diluted basis); (ii) enter into any voting trust or other agreement (except as provided herein) with respect to voting any Company common stock Shares directly or beneficially owned by Concordia Purchaser in any nomination to the Board of Directors; (iii) make any public announcement with respect to, or submit a proposal for, or offer of, any extraordinary transaction involving the Company or any of its securities or assets; or (iv) join with any group, company, association, syndicate or other entity or organization, formal or informal, for the purpose of voting any Company common stock Shares or otherwise controlling or exerting a controlling influence over the Company (except, if Purchaser is a director, in his capacity as a director of the Company). (b) Prior to September 29March 25, 2010, Concordia Purchaser shall not engage, directly or indirectly, in the solicitation of proxies, including the solicitation of written consents, or become a participant in any election contest or any other matter in opposition to the recommendation of the Board of Directors with respect to any matter submitted to a vote of the shareholders of the Company. (c) While the restrictions of Section 5.2(a) remain in effect, Concordia Purchaser shall not, without the prior written consent of the Board of Directors (excluding directors who are Purchasers or Affiliates of ConcordiaPurchaser), sell any Subject Shares or Common Shares, either (i) in block transactions representing, in the case of the Subject Shares on a converted basis, more than 3 1 % of the common shares Shares outstanding as of the date of sale, or (ii) to any Person if such Person would beneficially own more than 10 % of the Company’s common stock Shares outstanding immediately after such sale (except in a “"brokers’ transaction” " within the meaning of Section 4(4) of the Act or in transactions with a “"market maker” " as that term is defined in Section 3(a)(38) of the Exchange Act). The foregoing provisions of this paragraph shall not apply to the sale of Subject Shares or Common Shares to the underwriter(s) as part of a registered public offering of shares Shares held by Concordia Purchaser or to any sale or exchange in response to a tender or exchange offer made by a Person who is not an Affiliate of the Concordia Purchaser and not acting on ConcordiaPurchaser’s behalf. (d) All the provisions of this Section 5.2 shall survive the Closing.