Common use of Standstill Provisions Clause in Contracts

Standstill Provisions. For a period of two years from the Closing Date, Hxxxxx may not acquire or dispose of beneficial ownership of any Voting Securities of the Company through open-market transactions, third party purchases, business combinations or otherwise except (i) pursuant to Section 4.5, (ii) as a result of any actions taken by the Company that do not increase or decrease the percentage of Voting Power which Hxxxxx and its Affiliates are entitled to cast in respect of all Voting Securities beneficially owned by Hxxxxx or (iii) with the prior approval of a majority of the Class A Directors. From the second to the fourth anniversary of the Closing Date, Hxxxxx may not beneficially own Voting Securities which entitle Hxxxxx and its Affiliates to cast more than 80% of the Voting Power without the prior approval of a majority of the Class A Directors. From the second until the fourth anniversary of the Closing Date, Hxxxxx may not Transfer Voting Securities entitled to cast a majority of the Voting Power in a single transaction or series of related transactions if a single Person would acquire beneficial ownership of all of such Voting Securities or a portion of such Voting Securities that would entitle such Person to cast a majority of the Total Voting Power unless (i) such Transfer is approved in advance by a majority of the Class A Directors or (ii) such Person offers to acquire all the Voting Securities then owned by each other holder of Voting Securities at the same price and on the same terms and conditions as apply to the Transfer from Hxxxxx. Notwithstanding the foregoing, nothing in this Section 4.1 shall prohibit or restrict any pro rata dividend or other pro rata distributions of Voting Securities to Hxxxxx’ shareholders or any bona fide sale to the public of Voting Securities pursuant to Rule 144 under the Securities Act or a bona fide registered public offering. For all purposes of this Agreement, Hxxxxx shall be deemed to beneficially own all Voting Securities beneficially owned by any of its Affiliates.

Standstill Provisions. For a period of two years from the Closing Date, Hxxxxx Xxxxxx may not acquire or dispose of beneficial ownership of any Voting Securities of the Company through open-market transactions, third party purchases, business combinations or otherwise except (i) pursuant to Section 4.5, (ii) as a result of any actions taken by the Company that do not increase or decrease the percentage of Voting Power which Hxxxxx Xxxxxx and its Affiliates are entitled to cast in respect of all Voting Securities beneficially owned by Hxxxxx Xxxxxx or (iii) with the prior approval of a majority of the Class A Directors. From the second to the fourth anniversary of the Closing Date, Hxxxxx Xxxxxx may not beneficially own Voting Securities which entitle Hxxxxx Xxxxxx and its Affiliates to cast more than 80% of the Voting Power without the prior approval of a majority of the Class A Directors. From the second until the fourth anniversary of the Closing Date, Hxxxxx Xxxxxx may not Transfer Voting Securities entitled to cast a majority of the Voting Power in a single transaction or series of related transactions if a single Person would acquire beneficial ownership of all of such Voting Securities or a portion of such Voting Securities that would entitle such Person to cast a majority of the Total Voting Power unless (i) such Transfer is approved in advance by a majority of the Class A Directors or (ii) such Person offers to acquire all the Voting Securities then owned by each other holder of Voting Securities at the same price and on the same terms and conditions as apply to the Transfer from HxxxxxXxxxxx. Notwithstanding the foregoing, nothing in this Section 4.1 shall prohibit or restrict any pro rata dividend or other pro rata distributions of Voting Securities to HxxxxxXxxxxx’ shareholders or any bona fide sale to the public of Voting Securities pursuant to Rule 144 under the Securities Act or a bona fide registered public offering. For all purposes of this Agreement, Hxxxxx Xxxxxx shall be deemed to beneficially own all Voting Securities beneficially owned by any of its Affiliates.

Standstill Provisions. For a period (a) Purchaser shall not acquire, directly or indirectly, and shall not cause or permit any Affiliate of two years from the Closing DatePurchaser to acquire, Hxxxxx may not acquire directly or dispose of indirectly (through market purchases or otherwise), record or beneficial ownership of any Voting Securities of the Company through open-market transactionsrepresenting, third party purchaseswhen taken together with all securities owned by such Persons, business combinations in excess of a percentage greater than nineteen and nine tenths (19.9%) (the "STANDSTILL PERCENTAGE") of the Total Voting Power of the Company without the prior written consent of the Company's Board of Directors; provided, however, that the prior written consent of the Board of Directors of the Company shall not be required for the acquisition of any Voting Securities of the Company pursuant to the conversion of any of the shares of Preferred Stock or otherwise except (i) resulting from a stock split, stock dividend or similar recapitalization by the Company or for the acquisition of any Voting Securities of the Company pursuant to Section 4.5VI hereof. Nothing contained in this Section 2.1 shall adversely affect any right of Purchaser to acquire record or beneficial ownership of Voting Securities of the Company pursuant to any rights plan instituted by the Company. Ownership of Voting Securities by employee benefit plans or pension plans shall not be beneficial ownership by Purchaser for purposes of this Section 2.1, provided that the investment decisions of such plans are not directed, directly or indirectly, by the Purchaser or any of its Affiliates. (iib) Purchaser and its Affiliates will not be obliged to dispose of any Voting Securities to the extent that the aggregate percentage of the Total Voting Power of the Company represented by Voting Securities beneficially owned by Purchaser and its Affiliates or which Purchaser and its Affiliates has a right to acquire is increased beyond the Standstill Percentage (i) as a result of any actions taken a recapitalization of the Company or a repurchase or exchange of securities by the Company that do not increase or decrease the percentage its Affiliates; (ii) by way of stock dividends or other distributions or rights or offerings made available to holders of shares of Voting Power which Hxxxxx and its Affiliates are entitled to cast in respect of all Voting Securities beneficially owned by Hxxxxx generally; or (iii) with the prior approval of a majority written consent of the Class A Company's Board of Directors. From the second to the fourth anniversary of the Closing Date, Hxxxxx may not beneficially own Voting Securities which entitle Hxxxxx and its Affiliates to cast more than 80% of the Voting Power without the prior approval of a majority of the Class A Directors. From the second until the fourth anniversary of the Closing Date, Hxxxxx may not Transfer Voting Securities entitled to cast a majority of the Voting Power in a single transaction or series of related transactions if a single Person would acquire beneficial ownership of all of such Voting Securities or a portion of such Voting Securities that would entitle such Person to cast a majority of the Total Voting Power unless (i) such Transfer is approved in advance by a majority of the Class A Directors or (ii) such Person offers to acquire all the Voting Securities then owned by each other holder of Voting Securities at the same price and on the same terms and conditions as apply to the Transfer from Hxxxxx. Notwithstanding the foregoing, nothing in this Section 4.1 shall prohibit or restrict any pro rata dividend or other pro rata distributions of Voting Securities to Hxxxxx’ shareholders or any bona fide sale to the public of Voting Securities pursuant to Rule 144 under the Securities Act or a bona fide registered public offering. For all purposes of this Agreement, Hxxxxx shall be deemed to beneficially own all Voting Securities beneficially owned by any of its Affiliates.

Standstill Provisions. For a period (a) U S WEST covenants to and agrees with AirTouch that, except as it may be specifically permitted by this Agreement or unless it is specifically invited in writing to do so by AirTouch, U S WEST will not, and will cause each of two years from the Closing Dateits Affiliates not to, Hxxxxx may not directly or indirectly: (i) in any way acquire or dispose of agree to acquire beneficial ownership of any Voting Securities securities or any direct or indirect rights or options to acquire beneficial ownership of any AirTouch Securities, except (A) pursuant to the Company Merger Agreement and (B) thereafter, through open-market transactions, or privately-negotiated purchases from third party purchases, business combinations or otherwise except (i) pursuant to Section 4.5, (ii) as a result of any actions taken by the Company that do not increase or decrease the percentage parties of Voting Power which Hxxxxx and its Affiliates are entitled to cast in respect Securities, if the aggregate percentage (calculated by voting power) of all the Voting Securities beneficially owned by Hxxxxx U S WEST and its Affiliates after giving effect to such acquisition would not exceed the aggregate percentage of total voting power of AirTouch's capital stock represented on the date hereof by the AirTouch capital stock issued to U S WEST pursuant to the Merger Agreement (the "Percentage Limitation"); provided that following each transfer of Voting Securities by U S WEST or its Affiliates to any person other than an Affiliate of U S WEST, the Percentage Limitation shall be reduced to the percentage (calculated by voting power) of outstanding Voting Securities then beneficially owned by U S WEST and its Affiliates; and provided further that in no event shall U S WEST and (ii) make any public announcement with respect to, or submit to AirTouch or any of its directors, officers, representatives, employees, attorneys, advisers, agents or Affiliates (whether publicly or otherwise) any proposal for, the acquisition of Voting Securities not permitted by paragraph (i) above which would result in U S WEST's exceeding the Percentage Limitation or for or with respect to any merger, consolidation or business combination involving AirTouch or its Affiliates or for or with respect to any purchase of a substantial portion of the assets of AirTouch or its Affiliates, whether or not any parties other than U S WEST and its Affiliates are involved and whether or not such proposal might require the making of a public announcement by AirTouch; (iii) with the prior approval make, or in any way participate in, any "solicitation" of a majority of the Class A Directors. From the second "proxies" to the fourth anniversary of the Closing Date, Hxxxxx may not beneficially own Voting Securities which entitle Hxxxxx and its Affiliates to cast more than 80% of the Voting Power without the prior approval of a majority of the Class A Directors. From the second until the fourth anniversary of the Closing Date, Hxxxxx may not Transfer Voting Securities entitled to cast a majority of the Voting Power in a single transaction or series of related transactions if a single Person would acquire beneficial ownership of all of such vote any Voting Securities or become a portion of "participant" in any "election contest" (as such Voting Securities that would entitle such Person to cast a majority of the Total Voting Power unless (i) such Transfer is approved terms are defined or used in advance by a majority of the Class A Directors or (ii) such Person offers to acquire all the Voting Securities then owned by each other holder of Voting Securities at the same price and on the same terms and conditions as apply to the Transfer from Hxxxxx. Notwithstanding the foregoing, nothing in this Section 4.1 shall prohibit or restrict any pro rata dividend or other pro rata distributions of Voting Securities to Hxxxxx’ shareholders or any bona fide sale to the public of Voting Securities pursuant to Rule 144 Regulation 14A under the Securities Act or a bona fide registered public offering. For all purposes of this AgreementExchange Act, Hxxxxx shall be deemed to beneficially own all Voting Securities beneficially owned by any of its Affiliates.as such Regulation is currently in effect);

Standstill Provisions. For a period Except as provided in Section 5.3 below: (a) Commencing as of two years the Effective Date and through June 30, 2005 (the "Standstill Period"), Purchaser (including all Affiliates) shall not acquire "Beneficial Ownership" (as hereinafter defined) of any additional shares of Common Stock of the Company, any securities convertible into or exchangeable for Common Stock, or any other right to acquire Common Stock, except by way of stock dividends or other distributions or offerings made available to holders of Common Stock generally, from the Closing DateCompany or any other person or entity, Hxxxxx may not acquire or dispose if after giving effect to such acquisition of beneficial ownership additional shares, the total Beneficial Ownership of any Voting Securities Purchaser (together with all of its Affiliates) shall be greater than twenty one percent (21%) (the "Beneficial Ownership Limitation") of the Company through open-market transactionsCompany's total Common Stock from time to time outstanding without the prior written consent of the Company, third party purchaseswhich consent may be withheld in its sole discretion; PROVIDED, business combinations HOWEVER, that in no event shall the Company's sale or otherwise except issuance to Purchaser of Restricted Securities constitute a violation of this Section 5.2 . (ib) pursuant to It shall not be a violation of the prohibition contained in Section 4.5, (ii5.2(a) if Purchaser or any of its Affiliates shall exceed the Beneficial Ownership Limitation solely as a result of any actions taken an acquisition or retirement of shares of Common Stock by the Company that do not increase which, by reducing the number of shares outstanding, increases the proportionate number of shares of Common Stock Beneficially Owned by Purchaser or decrease the percentage of Voting Power which Hxxxxx and its Affiliates are entitled to cast in respect of all Voting Securities beneficially owned by Hxxxxx or (iii) with the prior approval of a majority of the Class A Directors. From the second to the fourth anniversary of the Closing Date, Hxxxxx may not beneficially own Voting Securities which entitle Hxxxxx and its Affiliates to cast more than 80% of the Voting Power without the prior approval of a majority of the Class A Directors. From the second until the fourth anniversary of the Closing Date, Hxxxxx may not Transfer Voting Securities entitled to cast a majority of the Voting Power in a single transaction or series of related transactions if a single Person would acquire beneficial ownership of all of such Voting Securities or a portion of such Voting Securities that would entitle such Person to cast a majority of the Total Voting Power unless (i) such Transfer is approved in advance by a majority of the Class A Directors or (ii) such Person offers to acquire all the Voting Securities then owned by each other holder of Voting Securities at the same price and on the same terms and conditions as apply to the Transfer from Hxxxxx. Notwithstanding the foregoing, nothing in this Section 4.1 shall prohibit or restrict any pro rata dividend or other pro rata distributions of Voting Securities to Hxxxxx’ shareholders or any bona fide sale to the public of Voting Securities pursuant to Rule 144 under the Securities Act or a bona fide registered public offering. For all purposes of this Agreement, Hxxxxx shall be deemed to beneficially own all Voting Securities beneficially owned by any of its Affiliates, provided that Purchaser and its Affiliates do not thereafter acquire Beneficial Ownership of additional shares of Common Stock while still exceeding the Beneficial Ownership Limitation. (c) Beneficial Ownership by Purchaser's benefit plans or any of Purchaser's Affiliates' benefit plans that are maintained for Purchaser's employees or Purchaser's Affiliates' employees of up to an aggregate of two percent (2%) of the total outstanding shares of Common Stock from time to time outstanding shall not be considered to constitute Beneficial Ownership by Purchaser and shall be excluded from the calculation of the Beneficial Ownership Limitation.