Common use of Standstill Provisions Clause in Contracts

Standstill Provisions. (a) During the Standstill Period, the Parent, the Shareholder and each Investor shall not, directly or indirectly, and shall not authorize any of their Representatives (acting on their behalf) or Controlled Affiliates, directly or indirectly, to, without the prior written consent of, or waiver by, the Company: (i) acquire, offer or seek to acquire, agree to acquire or make a proposal (including any private proposal to the Company or the Board) to acquire, by purchase or otherwise (including through the acquisition of Beneficial Ownership), any securities (including any Equity Securities) or Derivative Instruments, or direct or indirect rights to acquire any securities (including any Equity Securities) or Derivative Instruments, of the Company or any Subsidiary of the Company or any successor to or Person in Control of the Company, or any securities (including any Equity Securities) or indebtedness convertible into or exchangeable for any such securities or indebtedness, other than as a result of any stock split, stock dividend or distribution, other subdivision, reorganization, reclassification or similar capital transaction involving Equity Securities of the Company; provided that the Shareholder and each Investor may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Company Ordinary Shares (and any securities (including any Equity Securities) convertible into or exchangeable for Company Ordinary Shares) and Derivative Instruments, if immediately following such acquisition, agreement to acquire or proposal to acquire, the collective Beneficial Ownership of Company Ordinary Shares of the Investors, as a group, would not exceed the Standstill Level; (ii) enter into any discussions or arrangements with any Person regarding any Transfer (other than Transfers permitted by Sections 3.1 and 3.2) of Voting Securities, including Transfers by operation of Law and Transfers in connection with any merger, share exchange, consolidation, business combination or other similar transaction; (iii) participate in any acquisition of assets or business of the Company or its Subsidiaries or Affiliates; (iv) conduct, fund or otherwise participate in any tender offer or exchange offer involving Voting Securities or any securities convertible into, or exercisable or exchangeable for, Voting Securities, in each case not approved by the Board; (v) otherwise act, alone or in concert with others, to seek to control or influence the management, Board, shareholders or policies of the Company or its Subsidiaries or Affiliates, or take any action to prevent or challenge any transaction to which the Company or any of its Subsidiaries or Affiliates is a party, except as required pursuant to Section 2.3(b); (vi) make or join or become a participant in (or in any way encourage) any “solicitation” of “proxies” (as such terms are defined in Regulation 14A as promulgated by the SEC) or consents to vote any Voting Securities or any of the voting securities of any of the Company’s Subsidiaries or Affiliates, or otherwise advise or influence any Person with respect to the voting of any securities of the Company or its Subsidiaries or Affiliates; (vii) make any public announcement with respect to, or solicit or submit a proposal for, or offer, seek, propose or indicate an interest in (with or without conditions) any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of the Company or any Subsidiary of the Company, or other similar extraordinary transaction involving the Company, any Subsidiary of the Company or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person (other than their respective Representatives) regarding any of the foregoing; (viii) call or seek to call a meeting of shareholders of the Company or initiate any shareholder proposal for action of the Company’s shareholders, or seek election or appointment to or to place a representative on the Board (except pursuant to Article II of this Agreement) or seek the removal or suspension of any director from the Board (except pursuant to Article II of this Agreement); (ix) form, join, become a member or in any way participate in a Group (other than with any Investors) with respect to the securities, other than indebtedness, of the Company or any of its Subsidiaries or Affiliates; (x) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to any Voting Securities (in each case, other than in accordance with Section 2.3 hereof); (xi) make any proposal or disclose any plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any proposal or disclose any plan on its or their behalf, inconsistent with the foregoing restrictions; (xii) exercise any rights granted to shareholders of the Company pursuant to Sections 2:110 or 2:114a of the Dutch Civil Code and the corresponding provisions of the Articles of Association (such provisions, the “Waived Provisions”); (xiii) take any action or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to take any action on its or their behalf, that might require the Company or any of its Subsidiaries or Affiliates to publicly disclose any of the foregoing actions or the possibility of a business combination, merger or other type of transaction or matter described in this Section 3.2; (xiv) advise, assist, arrange or otherwise enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (xv) directly or indirectly, contest the validity of, or seek an amendment, waiver, suspension or termination of, any provision of this Section 3.2 (including this subclause) or Section 2.3 (whether by legal action or otherwise); it being understood and agreed that this Section 3.2 shall not in any way limit the activities of any Shareholder Director taken in good faith solely in his or her capacity as a director of the Company. The Parent, the Shareholder and each Investor shall immediately notify the Company in writing if any of them or, to their knowledge, any of their respective Affiliates, directors, officers, employees, agents, advisors or other Representatives, is contacted by any Person in regard to any of the actions described in clauses (i)-(xv) above. Such notice shall disclose to the Company the material terms of such contact and the Persons involved. The Parent, the Shareholder and each Investor shall not, and shall not authorize any of their respective Subsidiaries, Affiliates, directors, officers, employees, agents, advisors or other Representatives to, directly or indirectly, make, in each case to the Company or to a third party, any proposal, statement or inquiry, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with the provisions of this Section 3.2, or request the Company or any of its directors, officers, employees, agents, advisors or other Representatives, directly or indirectly, to amend, waive, suspend or terminate any provision of this Section 3.2 (including this sentence). A breach of this Section 3.2 by any Subsidiary, Affiliate, director, officer, employee, agent, advisor or other Representative of the Parent, the Shareholder or any Investor shall be deemed a breach by such party of this Section 3.2. The Shareholder and each Investor expressly and irrevocably waive through the end of the Standstill Period any and all rights it may have under the Waived Provisions.

Standstill Provisions. (a) During Unless specifically requested in writing in advance by the Standstill PeriodCompany’s Board of Directors, the Parent, the Shareholder Investor will not and will cause each Investor shall notGroup member not to (and Investor will not and will cause each Investor Group member not to at any time assist or encourage others to): (i) acquire or agree, offer, seek or propose to acquire, directly or indirectly, and shall not authorize any of their Representatives (acting on their behalf) or Controlled Affiliates, directly or indirectly, to, without the prior written consent of, or waiver by, the Company: (i) acquire, offer or seek to acquire, agree to acquire or make a proposal (including any private proposal to the Company or the Board) to acquire, by purchase or otherwise (including through the acquisition of Beneficial Ownership), any securities (including any Equity Securities) or Derivative Instruments, or direct or indirect rights to acquire any securities (including any Equity Securities) or Derivative Instruments, of the Company or any Subsidiary of the Company or any successor to or Person in Control of the Company, or any securities (including any Equity Securities) or indebtedness convertible into or exchangeable for any such securities or indebtedness, other than as a result of any stock split, stock dividend or distribution, other subdivision, reorganization, reclassification or similar capital transaction involving Equity Securities of the Company; provided that the Shareholder and each Investor may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Company Ordinary Shares (and any securities (including any Equity Securities) convertible into or exchangeable for Company Ordinary Shares) and Derivative Instruments, if immediately following such acquisition, agreement to acquire or proposal to acquire, the collective Beneficial Ownership of Company Ordinary Shares of the Investors, as a group, would not exceed the Standstill Level; (ii) enter into any discussions or arrangements with any Person regarding any Transfer (other than Transfers permitted by Sections 3.1 and 3.2) of Voting Securities, including Transfers by operation of Law and Transfers in connection with any merger, share exchange, consolidation, business combination or other similar transaction; (iii) participate in any acquisition of assets or business of the Company or its Subsidiaries or Affiliates; (iv) conduct, fund or otherwise participate in any tender offer or exchange offer involving Voting Securities or any securities convertible into, or exercisable or exchangeable for, Voting Securities, in each case not approved by the Board; (v) otherwise act, alone or in concert with othersany other Person, to seek to control by purchase or influence otherwise, any (A) ownership of any of the management, Board, shareholders material assets or policies businesses of the Company or its Subsidiaries or Affiliatesany subsidiary thereof, or take any action rights or options to prevent acquire such ownership (including from any third party), or challenge (B) ownership, including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act, of any transaction to which securities of the Company or any subsidiary thereof, or any rights or options to acquire such ownership (including from any third party), if such ownership would result in an Investor Percentage Interest in excess of its Subsidiaries or Affiliates is a party, except as required pursuant to Section 2.3(b)40%; (viii) make or join or become a participant in (or in any way encourage) any “solicitation” of “proxies” solicit proxies (as such terms are defined in Regulation 14A as promulgated by Rule 14a-1 under the SEC) Exchange Act), whether or consents to vote any Voting Securities or any of not such solicitation is exempt under Rule 14a-2 under the voting securities of any of the Company’s Subsidiaries or AffiliatesExchange Act, or otherwise advise or influence any Person with respect to any matter from holders of any shares of stock of the voting Company or any securities convertible into or exchangeable for or exercisable (whether currently or upon the occurrence of any contingency) for the purchase of such stock, or make any communication exempted from the definition of solicitation by Rule 14a-1(l)(2)(iv) under the Exchange Act; (iii) initiate, or induce or attempt to induce any other Person, entity or group (as defined in Section 13(d)(3) of the Exchange Act) to initiate, any shareholder proposal or tender offer for any securities of the Company or its Subsidiaries or Affiliates; (vii) make any public announcement with respect tosubsidiary thereof, or solicit or submit a proposal for, or offer, seek, propose or indicate an interest in (with or without conditions) any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization, purchase or license change of a material portion of the assets, properties, securities or indebtedness control of the Company or any Subsidiary subsidiary thereof or the convening of the Company, or other similar extraordinary transaction involving the Company, any Subsidiary a shareholders’ meeting of the Company or any of their respective securities or indebtedness, or subsidiary thereof; (iv) enter into any discussions, negotiations, arrangements, arrangements or understandings or agreements (whether written or oral) with any other Person with respect to any matter described in the foregoing subparagraphs (other than their respective Representativesi) regarding any of the foregoing; through (viii) call or seek to call a meeting of shareholders of the Company or initiate any shareholder proposal for action of the Company’s shareholders, or seek election or appointment to or to place a representative on the Board (except pursuant to Article II of this Agreement) or seek the removal or suspension of any director from the Board (except pursuant to Article II of this Agreementiii); (ixv) form, join, become a member or in any way participate in a Group (other than with any Investors) with respect to the securities, other than indebtedness, of request the Company (or any of its Subsidiaries or Affiliates; (x) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to any Voting Securities (in each case, other than in accordance with Section 2.3 hereof); (xi) make any proposal or disclose any plan, or cause or authorize any of its and their directors, officers, employeesemployees or agents), agentsdirectly or indirectly, advisors and other Representatives to make amend or waive any proposal or disclose any plan on its or their behalf, inconsistent with the foregoing restrictions;provision of this Section 3.2(a); or (xii) exercise any rights granted to shareholders of the Company pursuant to Sections 2:110 or 2:114a of the Dutch Civil Code and the corresponding provisions of the Articles of Association (such provisions, the “Waived Provisions”); (xiiivi) take any action or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to take any action on its or their behalf, that might require the Company or any of its Subsidiaries or Affiliates to publicly disclose any of the foregoing actions or the possibility of a business combination, merger or other type of transaction or matter described in this Section 3.2; (xiv) advise, assist, arrange or otherwise enter into any discussions or arrangements with any third party with respect to any of the foregoing; ormatters described in this Section 3.2(a) that requires public disclosure. (xvb) directly or indirectly, contest the validity of, or seek an amendment, waiver, suspension or termination of, any provision The provisions of this Section 3.2 (including this subclause3.2(a) or Section 2.3 (whether by legal action or otherwise); it being understood and agreed that this Section 3.2 shall not apply in any way limit the activities respect of any Shareholder Director action taken by the Investor Designees in good faith solely in his or her their capacity as a director members of the CompanyBoard. (c) The provisions of Section 3.2(a) shall terminate on earliest of (i) the two year anniversary of the Closing Date, (ii) the date on which any Investor Designee that Investor is entitled to designate pursuant to Section 1.1(b) is not elected to the Board at any annual meeting of the shareholders of the Company (or at any special meeting held to elect directors in lieu of an annual meeting) and is not otherwise appointed to the Board, and (iii) the date of a Change of Control (the “Standstill Termination Date”). The ParentIn addition, the Shareholder and each Investor provisions of Section 3.2(a) shall immediately notify not apply at any time after (A) the Company Board resolves to pursue a Buyout Transaction or a transaction that is contemplated by the Board to result in writing if any a Change of them orControl or (B) the Board approves, to their knowledge, any recommends or accepts a Buyout Transaction or a transaction that would result in a Change of their respective Affiliates, directors, officers, employees, agents, advisors or other Representatives, is contacted Control proposed by any Person in regard to (other than any of the actions described in clauses (i)-(xv) above. Such notice shall disclose to the Company the material terms of such contact and the Persons involved. The ParentInvestor Group member); provided, the Shareholder and each Investor shall nothowever, and shall not authorize any of their respective Subsidiaries, Affiliates, directors, officers, employees, agents, advisors or other Representatives to, directly or indirectly, make, in each case to the Company or to a third party, any proposal, statement or inquiry, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with that the provisions of this Section 3.2, 3.2(a) shall again become operative at any time that the Board (1) resolves not to pursue any such transaction described in clause (A) above or request the Company (2) rejects or announces that it has withdrawn its recommendation of any of its directors, officers, employees, agents, advisors or other Representatives, directly or indirectly, to amend, waive, suspend or terminate any provision of this Section 3.2 such transaction described in clause (including this sentence). A breach of this Section 3.2 by any Subsidiary, Affiliate, director, officer, employee, agent, advisor or other Representative of the Parent, the Shareholder or any Investor shall be deemed a breach by such party of this Section 3.2. The Shareholder and each Investor expressly and irrevocably waive through the end of the Standstill Period any and all rights it may have under the Waived ProvisionsB) above.

Standstill Provisions. (a) During the Standstill Period, the Parent, the Shareholder and each Investor shall not, directly or indirectly, and shall not authorize any of their Representatives (acting on their behalf) or Controlled Affiliates, directly or indirectly, to, without the prior written consent of, or waiver by, the Company: (i) acquire, offer or seek to acquire, agree to acquire or make a proposal (including any private proposal to the Company or the Board) to acquire, by purchase or otherwise (including through the acquisition of Beneficial Ownership), any securities (including any Equity Securities) or Derivative Instruments, or direct or indirect rights to acquire any securities (including any Equity Securities) or Derivative Instruments, of of, or in respect of, the Company or any Subsidiary of the Company or any successor to or Person in Control of the Company, or any securities (including any Equity SecuritiesSecurities of the Company) or indebtedness convertible into or exchangeable for any such securities or indebtedness, other than as a result of any stock split, stock dividend or distribution, other subdivision, reorganization, reclassification or similar capital transaction involving Equity Securities of the Company; provided that the Shareholder and each Investor may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Company Ordinary Shares (and any securities (including any Equity SecuritiesSecurities of the Company) convertible into or exchangeable for Company Ordinary Shares) and Derivative InstrumentsInstruments of, or in respect of, the Company or any Subsidiary of the Company, if immediately following such acquisition, agreement to acquire or proposal to acquire, the collective Beneficial Ownership of Company Ordinary Shares of the Investors, as a group, would not exceed the Standstill Level; (ii) enter into any discussions or arrangements with any Person regarding any Transfer (other than Transfers permitted by Sections 3.1 and 3.2) of Voting Securities, including Transfers by operation of Law and Transfers in connection with any merger, share exchange, consolidation, business combination or other similar transaction; (iii) participate in any acquisition of assets or business of the Company or its Subsidiaries or Affiliates; (iv) conduct, fund or otherwise participate in any tender offer or exchange offer involving Voting Securities or any securities convertible into, or exercisable or exchangeable for, Voting Securities, in each case not approved by the BoardBoard (other than tendering or exchanging any such Voting Securities or securities convertible into, or exercisable or exchangeable for, Voting Securities in a manner not otherwise prohibited by Section 3.1); (v) otherwise act, alone or in concert with others, to seek to control or influence the management, Board, shareholders or policies of the Company or its Subsidiaries or Affiliates, or take any action to prevent or challenge any transaction to which the Company or any of its Subsidiaries or Affiliates is a party, except as required pursuant to Section 2.3(b)) or by exercising their voting rights as a shareholder of the Company in a manner that is not otherwise prohibited by this Agreement; (vi) make or join or become a participant in (or in any way knowingly encourage) any “solicitation” of “proxies” (as such terms are defined in Regulation 14A as promulgated by the SEC) or consents consent to vote any Voting Securities or any of the voting securities of any of the Company’s Subsidiaries or Affiliates, or otherwise advise or knowingly influence any Person with respect to the voting of any securities of the Company or its Subsidiaries or Affiliates; (vii) make any public announcement with respect to, or solicit or submit a proposal for, or offer, seek, propose or indicate an interest in (with or without conditions) any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of the Company or any Subsidiary of the Company, or other similar extraordinary transaction involving the Company, any Subsidiary of the Company or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person (other than their respective Representatives) regarding any of the foregoing; (viii) call or seek to call a meeting of shareholders of the Company or initiate any shareholder proposal for action of the Company’s shareholders, or seek election or appointment to or to place a representative on the Board (except pursuant to Article II of this Agreement) or seek the removal or suspension of any director from the Board (except pursuant to Article II of this Agreement); (ix) form, join, become a member or in any way participate in a Group (other than with any Investors) with respect to the securities, other than indebtedness, of the Company or any of its Subsidiaries or Affiliates; (x) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to any Voting Securities (in each case, other than in accordance with Section 2.3 hereof); (xi) make any proposal or disclose any plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any proposal or disclose any plan on its or their behalf, inconsistent with the foregoing restrictions; (xii) exercise any rights granted to shareholders of the Company pursuant to Sections 2:110 or 2:114a of the Dutch Civil Code and the corresponding provisions of the Articles of Association (such provisions, the “Waived Provisions”); (xiii) take any action or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to take any action on its or their behalf, that might would reasonably be expected to require the Company or any of its Subsidiaries or Affiliates to publicly disclose any of the foregoing actions or the possibility of a business combination, merger or other type of transaction or matter described in this Section 3.2; (xiv) advise, intentionally assist, arrange or otherwise enter into any discussions or arrangements with any third party with respect to any of the foregoing; or; (xv) directly or indirectly, contest the validity of, or seek an amendment, waiver, suspension or termination of, any provision of this Section 3.2 (including this subclause) or Section 2.3 (whether by legal action or otherwise); or (xvi) enter into any Derivative Instrument, swap or any other Contract, agreement, transaction or series of transactions that xxxxxx or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Equity Securities of the Company, whether any such Derivative Instrument, swap, Contract, agreement, transaction or series of transactions is to be settled by delivery of securities, in cash or otherwise (each, a “Derivative Transaction”), if the number of Company Ordinary Shares specified or referenced in, or that underlie, such Derivative Transaction, in one or a series of related Derivative Transactions, would exceed nine and nine-tenths percent (9.9%) of the then-issued and outstanding Company Ordinary Shares without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned); it being understood and agreed that this Section 3.2 shall not in any way limit the activities of any Shareholder Director taken in good faith solely in his or her capacity as a director of the Company. The Parent, the Shareholder and each Investor shall immediately notify the Company in writing if any of them or, to their knowledge, any of their respective Affiliates, directors, officers, employees, agents, advisors or other Representatives, is contacted by any Person in regard to any of the actions described in clauses (i)-(xv) above. Such notice shall disclose to the Company the material terms of such contact and the Persons involved. The Parent, the Shareholder and each Investor shall not, and shall not authorize any of their respective Subsidiaries, Affiliates, directors, officers, employees, agents, advisors or other Representatives to, directly or indirectly, make, in each case to the Company or to a third party, any proposal, statement or inquiry, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with the provisions of this Section 3.2, or request the Company or any of its directors, officers, employees, agents, advisors or other Representatives, directly or indirectly, to amend, waive, suspend or terminate any provision of this Section 3.2 (including this sentence); provided that nothing in this Agreement shall prevent the Parent, the Shareholder, the Investors or any of their respective Representatives from making a suggestion, proposal, offer or other communication relating to any matter to the Board (or any committee thereof) or the CEO of the Company on a confidential basis or otherwise in a manner that would not reasonably be expected to require the Company or Parent to make a public announcement regarding such suggestion, proposal, offer or other communication. A breach of this Section 3.2 by any Subsidiary, Affiliate, director, officer, employee, agent, advisor or other Representative of the Parent, the Shareholder or any Investor (acting on such Person’s behalf) shall be deemed a breach by such party Person of this Section 3.2. The Shareholder and each Investor expressly and irrevocably waive through the end of the Standstill Period any and all rights it they may have under the Waived Provisions.

Standstill Provisions. (a) During Each of the Purchaser, Merger Sub and Guarantor agrees that, from the date of this Agreement until the date of the next annual meeting of the Company’s stockholders (the “Standstill Period”), the ParentPurchaser, the Shareholder Merger Sub and each Investor Guarantor shall not, and shall cause each of its controlled Affiliates not to, in each case directly or indirectly, and shall not authorize in any of their Representatives (acting on their behalf) or Controlled Affiliates, directly or indirectly, to, without the prior written consent of, or waiver by, the Companymanner: (i) acquire, offer or offer, seek to acquire, or agree to acquire or make a proposal (including any private proposal to the Company or the Board) to acquire, by purchase or otherwise (including through the acquisition of Beneficial Ownership), any securities (including any Equity Securities) or Derivative Instrumentsotherwise, or direct any third party in the acquisition of, any Common Stock or indirect rights to acquire any securities convertible or exchangeable into or exercisable for Common Stock (including any Equity collectively, “Company Securities”) or Derivative Instruments, of the Company or any Subsidiary of the Company or any successor to or Person in Control assets of the Company, or rights or options to acquire any securities (including Company Securities, or engage in any Equity Securities) swap instrument or indebtedness convertible into derivative hedging transactions or exchangeable for any such securities or indebtedness, other than as a result derivative agreements of any stock splitnature with respect to Company Securities that would result in Purchaser, stock dividend Merger Sub and Guarantor, individually or distributioncollectively, other subdivisiontogether with their Affiliates, reorganization, reclassification or similar capital transaction involving Equity Securities having beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of more than 14.99% of the Company; provided that the Shareholder and each Investor may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Company Ordinary Shares (and any securities (including any Equity Securities) convertible into or exchangeable for Company Ordinary Shares) and Derivative Instruments, if immediately following Common Stock outstanding at such acquisition, agreement to acquire or proposal to acquire, the collective Beneficial Ownership of Company Ordinary Shares of the Investors, as a group, would not exceed the Standstill Leveltime; (ii) enter into any discussions or arrangements with any Person regarding any Transfer (other than Transfers permitted by Sections 3.1 and 3.2) of Voting Securities, including Transfers by operation of Law and Transfers in connection with any merger, share exchange, consolidation, business combination or other similar transaction; (iii) participate engage in any acquisition solicitation of assets or business of the Company or its Subsidiaries or Affiliates; (iv) conduct, fund or otherwise participate in any tender offer or exchange offer involving Voting Securities or any securities convertible into, or exercisable or exchangeable for, Voting Securities, in each case not approved by the Board; (v) otherwise act, alone or in concert with others, to seek to control or influence the management, Board, shareholders or policies of the Company or its Subsidiaries or Affiliates, or take any action to prevent or challenge any transaction to which the Company or any of its Subsidiaries or Affiliates is a party, except as required pursuant to Section 2.3(b); (vi) make or join proxies or become a participant “participant” in (or in any way encourage) any a “solicitation” of “proxies” (as such terms are defined in Regulation 14A as promulgated by under the SECExchange Act) or of proxies (including, without limitation, any solicitation of consents that seeks to vote any Voting Securities or any call a special meeting of the voting stockholders), in each case, with respect to securities of any of the Company’s Subsidiaries ; (iii) make any request for a stockholder list of materials or any other books and records of the Company under Section 220 of the Delaware General Corporation Law or otherwise; (iv) form, join, or in any way knowingly participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the shares of the Common Stock (other than a “group” that includes all or some of the Purchaser, Merger Sub and Guarantor, or their respective Affiliates, but does not include any other entities or otherwise advise persons that are not Affiliates of the Purchaser, Merger Sub and Guarantor as of the date hereof); provided, however, that nothing herein shall limit the ability of an Affiliate of Purchaser, Merger Sub and Guarantor as of the date hereof to join the “group” following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement; (v) deposit any shares of Common Stock in any voting trust or influence subject any Person shares of Common Stock to any arrangement or agreement with respect to the voting of any securities shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the Company or its Subsidiaries or AffiliatesPurchaser, Merger Sub and Guarantor and otherwise in accordance with this Agreement; (viiA) make any public announcement with respect toproposal for consideration by stockholders at any annual or special meeting of stockholders of the Company, (B) make any offer or solicit or submit a proposal for, or offer, seek, propose or indicate an interest in (with or without conditions) with respect to any merger, tender (or exchange) offer, consolidation, business combination, tender or exchange offeracquisition, recapitalization, reorganizationrestructuring, purchase liquidation, dissolution, disposition or license of other business combination involving the Company, (C) affirmatively solicit a material portion of the assetsthird party to make an offer or proposal (with or without conditions) with respect to any merger, propertiestender (or exchange) offer, securities consolidation, acquisition, recapitalization, restructuring, liquidation, dissolution, disposition or indebtedness of the Company or any Subsidiary of other business combination involving the Company, or publicly encourage, initiate or support any third party in making such an offer or proposal, (D) publicly comment on any third party proposal regarding any merger, tender (or exchange) offer, consolidation, acquisition, recapitalization, restructuring, liquidation, dissolution, disposition, or other similar extraordinary transaction involving the Company, any Subsidiary of business combination with respect to the Company by such third party prior to such proposal becoming public or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person (other than their respective Representatives) regarding any of the foregoing; (viiiE) call or seek to call a special meeting of shareholders of the Company stockholders; (vii) seek, alone or initiate any shareholder proposal for action of the Company’s shareholdersin concert with others, or seek election or appointment to or to place a representative representation on the Board (Board, except pursuant to Article II of this Agreement) or seek the removal or suspension of any director from the Board (except pursuant to Article II of this Agreementas specifically permitted in Section 5.3(a); (ixviii) formadvise, joinknowingly encourage, become a member knowingly support or in knowingly influence any way participate in a Group (other than with any Investors) person or entity with respect to the securities, other than indebtedness, voting or disposition of any securities of the Company at any annual or any special meeting of its Subsidiaries or Affiliates; (x) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy stockholders with respect to any Voting Securities (in each casethe appointment, other than election or removal of director(s), except in accordance with Section 2.3 hereof5.3(a); (xi) make any proposal or disclose any plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any proposal or disclose any plan on its or their behalf, inconsistent with the foregoing restrictions; (xii) exercise any rights granted to shareholders of the Company pursuant to Sections 2:110 or 2:114a of the Dutch Civil Code and the corresponding provisions of the Articles of Association (such provisions, the “Waived Provisions”); (xiii) take any action or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to take any action on its or their behalf, that might require the Company or any of its Subsidiaries or Affiliates to publicly disclose any of the foregoing actions or the possibility of a business combination, merger or other type of transaction or matter described in this Section 3.2; (xiv) advise, assist, arrange or otherwise enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (xvix) directly make any request or indirectlysubmit any proposal, contest alone or in concert with others, that would reasonably be expected to require the validity ofCompany, Purchaser, Merger Sub or seek an amendmentGuarantor to make public disclosure of any kind, waiver, suspension other than through non-public communications with the Company or termination of, the Board that would not be reasonably determined to trigger public disclosure obligations for any provision of this party. (b) Nothing in Section 3.2 (including this subclause5.4(a) or Section 2.3 (whether by legal action or otherwise); it being understood and agreed that this Section 3.2 shall not in any way be deemed to limit the activities of any Shareholder Director taken exercise in good faith by any Purchaser Director of such person’s fiduciary duties solely in his or her such person’s capacity as a director of the Company. The ParentNotwithstanding anything to the contrary in this Section 5.4, prior to the expiration or termination of the Standstill Period, Purchaser, Merger Sub and Guarantor (i) may request (but only privately to the Company, the Shareholder and each Investor shall immediately notify Board or the Chief Executive Officer of the Company in writing if any of them orand not publicly) an amendment or waiver of, consent under or agreement not to their knowledgeenforce, any of their respective Affiliatesthis Section 5.4 or (ii) may make proposals or offers (but only privately to the Company, directors, officers, employees, agents, advisors the Board or other Representatives, is contacted by any Person in regard to any the Chief Executive Officer of the actions described in clauses (i)-(xvCompany and not publicly) above. Such notice shall disclose to the Company the material terms of such contact and the Persons involved. The Parent, the Shareholder and each Investor shall not, and shall not authorize any of their respective Subsidiaries, Affiliates, directors, officers, employees, agents, advisors or other Representatives to, directly or indirectly, makeregarding a transaction, in each case to in such a manner as would not require public disclosure thereof under applicable Legal Requirements. Despite the Company or to a third partyforegoing, each of the restrictions contained in Section 5.4(a) shall lapse and shall be of no force and effect if, at any proposal, statement or inquiry, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with time after the provisions date of this Section 3.2, or request Agreement (A) at such time as the Company or any of its directorsAffiliates enters into a definitive agreement with any third party with respect to a merger, officers, employees, agents, advisors sale of assets or securities or other Representatives, directly business combination as a result of which such third party would for a transaction with any other person or indirectly, to amend, waive, suspend or terminate any provision of this “group” (as defined in Section 3.2 (including this sentence). A breach of this Section 3.2 by any Subsidiary, Affiliate, director, officer, employee, agent, advisor or other Representative 13(d)(3) of the Parent, Exchange Act) as a result of which 50% or more of the Shareholder outstanding common stock or any Investor shall other class of securities of the Company following consummation of such transaction, or 50% or more of the assets of the Company following consummation of such transaction, would be deemed owned by persons other than the stockholders of the Company (in their capacity as such) immediately prior to the consummation of such transaction, whether by tender offer, merger, issuance or otherwise, or (B) any Person or group (other than Purchaser, Merger Sub or Guarantor, or any of their respective Affiliates) commences a breach bona fide tender or exchange offer that, if consummated, would result in 50% or more of the outstanding common stock or any other class of securities of the Company being owned by such party Persons or group and the Board accepts (or recommends that its stockholders accept) such offer or fails to recommend within ten business days from the date of this Section 3.2. The Shareholder and each Investor expressly and irrevocably waive through the end commencement of the Standstill Period any and all rights it may have under the Waived Provisionssuch offer that its stockholders reject such offer.

Standstill Provisions. (a) During Each of the Purchaser, Merger Sub and Guarantor agrees that, from the date of this Agreement until the date of the next annual meeting of the Company’s stockholders (the “Standstill Period”), the ParentPurchaser, the Shareholder Merger Sub and each Investor Guarantor shall not, and shall cause each of its controlled Affiliates not to, in each case directly or indirectly, and shall not authorize in any of their Representatives (acting on their behalf) or Controlled Affiliates, directly or indirectly, to, without the prior written consent of, or waiver by, the Companymanner: (i) acquire, offer or offer, seek to acquire, or agree to acquire or make a proposal (including any private proposal to the Company or the Board) to acquire, by purchase or otherwise (including through the acquisition of Beneficial Ownership), any securities (including any Equity Securities) or Derivative Instrumentsotherwise, or direct any third party in the acquisition of, any Common Stock or indirect rights to acquire any securities convertible or exchangeable into or exercisable for Common Stock (including any Equity collectively, “Company Securities”) or Derivative Instruments, of the Company or any Subsidiary of the Company or any successor to or Person in Control assets of the Company, or rights or options to acquire any securities (including Company Securities, or engage in any Equity Securities) swap instrument or indebtedness convertible into derivative hedging transactions or exchangeable for any such securities or indebtedness, other than as a result derivative agreements of any stock splitnature with respect to Company Securities that would result in Purchaser, stock dividend Merger Sub and Guarantor, individually or distributioncollectively, other subdivisiontogether with their Affiliates, reorganization, reclassification or similar capital transaction involving Equity Securities having beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of more than 14.99% of the Company; provided that the Shareholder and each Investor may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Company Ordinary Shares (and any securities (including any Equity Securities) convertible into or exchangeable for Company Ordinary Shares) and Derivative Instruments, if immediately following Common Stock outstanding at such acquisition, agreement to acquire or proposal to acquire, the collective Beneficial Ownership of Company Ordinary Shares of the Investors, as a group, would not exceed the Standstill Leveltime; (ii) enter into any discussions or arrangements with any Person regarding any Transfer (other than Transfers permitted by Sections 3.1 and 3.2) of Voting Securities, including Transfers by operation of Law and Transfers in connection with any merger, share exchange, consolidation, business combination or other similar transaction; (iii) participate engage in any acquisition solicitation of assets or business of the Company or its Subsidiaries or Affiliates; (iv) conduct, fund or otherwise participate in any tender offer or exchange offer involving Voting Securities or any securities convertible into, or exercisable or exchangeable for, Voting Securities, in each case not approved by the Board; (v) otherwise act, alone or in concert with others, to seek to control or influence the management, Board, shareholders or policies of the Company or its Subsidiaries or Affiliates, or take any action to prevent or challenge any transaction to which the Company or any of its Subsidiaries or Affiliates is a party, except as required pursuant to Section 2.3(b); (vi) make or join proxies or become a participant “participant” in (or in any way encourage) any a “solicitation” of “proxies” (as such terms are defined in Regulation 14A as promulgated by under the SECExchange Act) or of proxies (including, without limitation, any solicitation of consents that seeks to vote any Voting Securities or any call a special meeting of the voting stockholders), in each case, with respect to securities of any of the Company’s Subsidiaries ; (iii) make any request for a stockholder list of materials or any other books and records of the Company under Section 220 of the Delaware General Corporation Law or otherwise; (iv) form, join, or in any way knowingly participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the shares of the Common Stock (other than a “group” that includes all or some of the Purchaser, Merger Sub and Guarantor, or their respective Affiliates, but does not include any other entities or otherwise advise persons that are not Affiliates of the Purchaser, Merger Sub and Guarantor as of the date hereof); provided, however, that nothing herein shall limit the ability of an Affiliate of Purchaser, Merger Sub and Guarantor as of the date hereof to join the “group” following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement; (v) deposit any shares of Common Stock in any voting trust or influence subject any Person shares of Common Stock to any arrangement or agreement with respect to the voting of any securities shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the Company or its Subsidiaries or AffiliatesPurchaser, Merger Sub and Guarantor and otherwise in accordance with this Agreement; (viivi) (A) make any public announcement with respect toproposal for consideration by stockholders at any annual or special meeting of stockholders of the Company, (B) make any offer or solicit or submit a proposal for, or offer, seek, propose or indicate an interest in (with or without conditions) with respect to any merger, tender (or exchange) offer, consolidation, business combination, tender or exchange offeracquisition, recapitalization, reorganizationrestructuring, purchase liquidation, dissolution, disposition or license of other business combination involving the Company, (C) affirmatively solicit a material portion of the assetsthird party to make an offer or proposal (with or without conditions) with respect to any merger, propertiestender (or exchange) offer, securities consolidation, acquisition, recapitalization, restructuring, liquidation, dissolution, disposition or indebtedness of the Company or any Subsidiary of other business combination involving the Company, or publicly encourage, initiate or support any third party in making such an offer or proposal, (D) publicly comment on any third party proposal regarding any merger, tender (or exchange) offer, consolidation, acquisition, recapitalization, restructuring, liquidation, dissolution, disposition, or other similar extraordinary transaction involving the Company, any Subsidiary of business combination with respect to the Company by such third party prior to such proposal becoming public or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person (other than their respective Representatives) regarding any of the foregoing; (viiiE) call or seek to call a special meeting of shareholders of the Company stockholders; (vii) seek, alone or initiate any shareholder proposal for action of the Company’s shareholdersin concert with others, or seek election or appointment to or to place a representative representation on the Board (Board, except pursuant to Article II of this Agreement) or seek the removal or suspension of any director from the Board (except pursuant to Article II of this Agreementas specifically permitted in Section 14.3(a); (ixviii) formadvise, joinknowingly encourage, become a member knowingly support or in knowingly influence any way participate in a Group (other than with any Investors) person or entity with respect to the securities, other than indebtedness, voting or disposition of any securities of the Company at any annual or any special meeting of its Subsidiaries or Affiliates; (x) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy stockholders with respect to any Voting Securities (in each casethe appointment, other than election or removal of director(s), except in accordance with Section 2.3 hereof14.3(a); (xi) make any proposal or disclose any plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any proposal or disclose any plan on its or their behalf, inconsistent with the foregoing restrictions; (xii) exercise any rights granted to shareholders of the Company pursuant to Sections 2:110 or 2:114a of the Dutch Civil Code and the corresponding provisions of the Articles of Association (such provisions, the “Waived Provisions”); (xiii) take any action or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to take any action on its or their behalf, that might require the Company or any of its Subsidiaries or Affiliates to publicly disclose any of the foregoing actions or the possibility of a business combination, merger or other type of transaction or matter described in this Section 3.2; (xiv) advise, assist, arrange or otherwise enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (xvix) directly make any request or indirectlysubmit any proposal, contest alone or in concert with others, that would reasonably be expected to require the validity ofCompany, Purchaser, Merger Sub or seek an amendmentGuarantor to make public disclosure of any kind, waiver, suspension other than through non-public communications with the Company or termination of, the Board that would not be reasonably determined to trigger public disclosure obligations for any provision of this party. (b) Nothing in Section 3.2 (including this subclause14.4(a) or Section 2.3 (whether by legal action or otherwise); it being understood and agreed that this Section 3.2 shall not in any way be deemed to limit the activities of any Shareholder Director taken exercise in good faith by any Purchaser Director of such person’s fiduciary duties solely in his or her such person’s capacity as a director of the Company. The ParentNotwithstanding anything to the contrary in this Section 14.4, prior to the expiration or termination of the Standstill Period, Purchaser, Merger Sub and Guarantor (i) may request (but only privately to the Company, the Shareholder and each Investor shall immediately notify Board or the Chief Executive Officer of the Company in writing if any of them orand not publicly) an amendment or waiver of, consent under or agreement not to their knowledgeenforce, any of their respective Affiliatesthis Section 14.4 or (ii) may make proposals or offers (but only privately to the Company, directors, officers, employees, agents, advisors the Board or other Representatives, is contacted by any Person in regard to any the Chief Executive Officer of the actions described in clauses (i)-(xvCompany and not publicly) above. Such notice shall disclose to the Company the material terms of such contact and the Persons involved. The Parent, the Shareholder and each Investor shall not, and shall not authorize any of their respective Subsidiaries, Affiliates, directors, officers, employees, agents, advisors or other Representatives to, directly or indirectly, makeregarding a transaction, in each case to in such a manner as would not require public disclosure thereof under applicable Legal Requirements. Despite the Company or to a third partyforegoing, each of the restrictions contained in Section 14.4(a) shall lapse and shall be of no force and effect if, at any proposal, statement or inquiry, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with time after the provisions date of this Section 3.2, or request Agreement (A) at such time as the Company or any of its directorsAffiliates enters into a definitive agreement with any third party with respect to a merger, officers, employees, agents, advisors sale of assets or securities or other Representatives, directly business combination as a result of which such third party would for a transaction with any other person or indirectly, to amend, waive, suspend or terminate any provision of this “group” (as defined in Section 3.2 (including this sentence). A breach of this Section 3.2 by any Subsidiary, Affiliate, director, officer, employee, agent, advisor or other Representative 13(d)(3) of the Parent, Exchange Act) as a result of which 50% or more of the Shareholder outstanding common stock or any Investor shall other class of securities of the Company following consummation of such transaction, or 50% or more of the assets of the Company following consummation of such transaction, would be deemed owned by persons other than the stockholders of the Company (in their capacity as such) immediately prior to the consummation of such transaction, whether by tender offer, merger, issuance or otherwise, or (B) any Person or group (other than Purchaser, Merger Sub or Guarantor, or any of their respective Affiliates) commences a breach bona fide tender or exchange offer that, if consummated, would result in 50% or more of the outstanding common stock or any other class of securities of the Company being owned by such party Persons or group and the Board accepts (or recommends that its stockholders accept) such offer or fails to recommend within ten business days from the date of this Section 3.2. The Shareholder and each Investor expressly and irrevocably waive through the end commencement of the Standstill Period any and all rights it may have under the Waived Provisionssuch offer that its stockholders reject such offer.

Standstill Provisions. (a) During the Standstill Period, unless expressly authorized in writing to do so by the ParentBoard of Directors of the Company (the “Company Board”), the Shareholder and each Investor Stockholder shall not, and shall cause its affiliates not to, directly or indirectly, and shall not authorize any acting alone or as part of their Representatives a group: (acting on their behalfi) Acquire, offer to acquire or Controlled Affiliatesagree to acquire, directly or indirectly, to, without the prior written consent of, or waiver by, the Company: (i) acquire, offer or seek to acquire, agree to acquire or make a proposal (including any private proposal to the Company or the Board) to acquire, by purchase or otherwise otherwise, (including through the acquisition of Beneficial Ownership), any securities (including any Equity Securitiesa) or Derivative Instruments, or direct or indirect rights to acquire any securities (including any Equity Securities) or Derivative Instruments, of the Company or any Subsidiary of the Company or any successor to or Person in Control an amount of the Company’s common stock that would exceed the 20% Limitation, or (b) any securities (other rights or interests, including any Equity Securities) or indebtedness without limitation, options, warrants, swaps, derivatives, convertible into or exchangeable for any such securities or indebtedness, other than as a result of any stock splitsecurities, stock dividend appreciation rights or distributionother rights or instruments, other subdivisionwhether real or synthetic, reorganization, reclassification that would increase the aggregate economic or similar capital transaction involving Equity Securities voting interest of Stockholder and its affiliates in the Company in excess of the Company; provided that the Shareholder and each Investor may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Company Ordinary Shares (and any securities (including any Equity Securities) convertible into or exchangeable for Company Ordinary Shares) and Derivative Instruments, if immediately following such acquisition, agreement to acquire or proposal to acquire, the collective Beneficial Ownership of Company Ordinary Shares of the Investors, as a group, would not exceed the Standstill Level20% Limitation; (ii) enter into Make, submit or declare any discussions offer, proposal or arrangements with any Person regarding any Transfer indication of interest to (other than Transfers permitted by Sections 3.1 and 3.2a) acquire a majority of Voting Securities, including Transfers by operation of Law and Transfers in connection with any merger, share exchange, consolidation, business combination the voting or other similar transactionequity securities of the Company or a majority of the assets of the Company or (b) engage in any other transaction or series of related transactions that would result in a change of control of the Company (a “Control Transaction”); provided, however, that so long as Stockholder complies with Section 3.1(x), Stockholder may confidentially submit to the Company Board proposals to engage in a Control Transaction; (iii) participate in Enter into any acquisition of assets agreement, arrangement or business of the Company or its Subsidiaries or Affiliates; (iv) conduct, fund or otherwise participate in any tender offer or exchange offer involving Voting Securities or any securities convertible intounderstanding, or exercisable or exchangeable for, Voting Securities, in each case not approved by the Board; (v) otherwise act, alone or in concert with others, to seek to control or influence the management, Board, shareholders or policies of the Company or its Subsidiaries or Affiliates, or take any action to prevent or challenge any transaction to which the Company or any of its Subsidiaries or Affiliates is a party, except as required pursuant to Section 2.3(b); (vi) make or join or become a participant in (or in any way encourage) any “solicitation” of “proxies” (as such terms are defined in Regulation 14A as promulgated by the SEC) or consents to vote any Voting Securities or any of the voting securities of any of the Company’s Subsidiaries or Affiliates, or otherwise advise or influence any Person with respect to the voting of any securities of the Company or its Subsidiaries or Affiliates; (vii) make any public announcement with respect to, or solicit or submit a proposal for, or offer, seek, propose or indicate an interest in (with or without conditions) any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of the Company or any Subsidiary of the Company, or other similar extraordinary transaction involving the Company, any Subsidiary of the Company or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person (other than their respective Representatives) regarding any of the foregoing; (viii) call or seek to call a meeting of shareholders of the Company or initiate any shareholder proposal for action of the Company’s shareholders, or seek election or appointment to or to place a representative on the Board (except pursuant to Article II of this Agreement) or seek the removal or suspension of any director from the Board (except pursuant to Article II of this Agreement); (ix) form, join, become a member join or in any way participate in a Group (other than any group, with any Investorsother person (excluding Ares and any investment fund and investment account managed by Ares) for the purpose of acquiring, holding, voting or disposing of the Company’s equity securities or to otherwise act in concert with respect to the Company’s equity securities; (iv) Make, other than indebtednessor in any way participate in, directly or indirectly, any solicitation of proxies or shareholder written consents to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company in connection with or related in any of its Subsidiaries or Affiliatesway to any Control Transaction; (xv) deposit Make any Voting Securities in a voting trust director nomination or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy shareholder proposal with respect to any Voting Securities (in each casethe Company; provided, other than in accordance however, that so long as Stockholder complies with Section 2.3 hereof3.1(x), Stockholder may make non-public recommendations to the Company’s Nominating and Corporate Governance Committee with respect to such matters; provided, further, that the Company’s Nominating and Corporate Governance Committee shall have no obligation to nominate or recommend any candidate requested for nomination or recommendation by Stockholder; provided, however, that the foregoing shall in no way limit Ares’s contractual right to nominate a director to the Company Board pursuant to that certain letter agreement between the Company, Ares and certain of its affiliates dated March 28, 2007; (xivi) make Make, or in any proposal way participate in, directly or indirectly, any solicitation of proxies to vote in favor of the election of any candidate for election to the Company Board nominated by any party other than the Company; (vii) Advise, assist, encourage or provide financing to any other person or group, or join any group, that is undertaking or seeking to undertake any of the foregoing actions; (viii) Publicly disclose any plan, or cause or authorize intention to take any of its and their directors, officers, employees, agents, advisors and other Representatives the foregoing actions; (ix) Take any action that would require the Company to make any proposal or disclose any plan on its or their behalf, inconsistent with the foregoing restrictions; (xii) exercise any rights granted to shareholders of the Company pursuant to Sections 2:110 or 2:114a of the Dutch Civil Code and the corresponding provisions of the Articles of Association (such provisions, the “Waived Provisions”); (xiii) take any action or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to take any action on its or their behalf, that might require the Company or any of its Subsidiaries or Affiliates to publicly disclose public disclosure regarding any of the foregoing actions or the possibility of a business combination, merger or other type of transaction or matter described in this Section 3.2; (xiv) advise, assist, arrange or otherwise enter into any discussions or arrangements with any third party with respect to any of the foregoingresponse thereto; or (xvx) directly or indirectly, contest the validity of, or seek an amendment, waiver, suspension or termination of, any provision of this Section 3.2 (including this subclause) or Section 2.3 (whether by legal action or otherwise); it being understood and agreed that this Section 3.2 shall not in any way limit the activities of any Shareholder Director taken in good faith solely in his or her capacity as a director of the Company. The Parent, the Shareholder and each Investor shall immediately notify Publicly request the Company in writing if any of them or, to their knowledge, any of their respective Affiliates, directors, officers, employees, agents, advisors or other Representatives, is contacted by any Person in regard to amend any of the actions described in clauses (i)-(xv) above. Such notice shall disclose to the Company the material terms of such contact and the Persons involved. The Parent, the Shareholder and each Investor shall not, and shall not authorize any of their respective Subsidiaries, Affiliates, directors, officers, employees, agents, advisors or other Representatives to, directly or indirectly, make, in each case to the Company or to a third party, any proposal, statement or inquiry, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with the provisions of this Section 3.2, or request the Company or any of its directors, officers, employees, agents, advisors or other Representatives, directly or indirectly, to amend, waive, suspend or terminate any provision of this Section 3.2 (including this sentence). A breach of this Section 3.2 by any Subsidiary, Affiliate, director, officer, employee, agent, advisor or other Representative of the Parent, the Shareholder or any Investor shall be deemed a breach by such party of this Section 3.2. The Shareholder and each Investor expressly and irrevocably waive through the end of the Standstill Period any and all rights it may have under the Waived Provisionsforegoing provisions.

Standstill Provisions. (a) During the Standstill Period, the Parent, the Shareholder Shareholders and each Investor shall not, directly or indirectly, and shall not authorize any of their Representatives (acting on their behalf) or Controlled Affiliates, directly or indirectly, to, without the prior written consent of, or waiver by, the Company: (i) acquire, offer or seek to acquire, agree to acquire or make a proposal (including any private proposal to the Company or the Board) to acquire, by purchase or otherwise (including through the acquisition of Beneficial Ownership), any securities (including any Equity Securities) or Derivative Instruments, or direct or indirect rights to acquire any securities (including any Equity Securities) or Derivative Instruments, of of, or in respect of, the Company or any Subsidiary of the Company or any successor to or Person in Control of the Company, or any securities (including any Equity SecuritiesSecurities of the Company) or indebtedness convertible into or exchangeable for any such securities or indebtedness, other than as a result of any stock split, stock dividend or distribution, other subdivision, reorganization, reclassification or similar capital transaction involving Equity Securities of the Company; provided that the Shareholder Shareholders and each Investor may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Company Ordinary Shares (and any securities (including any Equity SecuritiesSecurities of the Company) convertible into or exchangeable for Company Ordinary Shares) and Derivative InstrumentsInstruments of, or in respect of, the Company or any Subsidiary of the Company, if immediately following such acquisition, agreement to acquire or proposal to acquire, the collective Beneficial Ownership of Company Ordinary Shares of the Investors, as a group, would not exceed the Standstill Level; (ii) enter into any discussions or arrangements with any Person regarding any Transfer (other than Transfers permitted by Sections 3.1 and 3.2) of Voting Securities, including Transfers by operation of Law and Transfers in connection with any merger, share exchange, consolidation, business combination or other similar transaction; (iii) participate in any acquisition of assets or business of the Company or its Subsidiaries or Affiliates; (iv) conduct, fund or otherwise participate in any tender offer or exchange offer involving Voting Securities or any securities convertible into, or exercisable or exchangeable for, Voting Securities, in each case not approved by the BoardBoard (other than tendering or exchanging any such Voting Securities or securities convertible into, or exercisable or exchangeable for, Voting Securities in a manner not otherwise prohibited by Section 3.1); (v) otherwise act, alone or in concert with others, to seek to control or influence the management, Board, shareholders or policies of the Company or its Subsidiaries or Affiliates, or take any action to prevent or challenge any transaction to which the Company or any of its Subsidiaries or Affiliates is a party, except as required pursuant to Section 2.3(b)) or by exercising their voting rights as a shareholder of the Company in a manner that is not otherwise prohibited by this Agreement; (vi) make or join or become a participant in (or in any way knowingly encourage) any “solicitation” of “proxies” (as such terms are defined in Regulation 14A as promulgated by the SEC) or consents consent to vote any Voting Securities or any of the voting securities of any of the Company’s Subsidiaries or Affiliates, or otherwise advise or knowingly influence any Person with respect to the voting of any securities of the Company or its Subsidiaries or Affiliates; (vii) make any public announcement with respect to, or solicit or submit a proposal for, or offer, seek, propose or indicate an interest in (with or without conditions) any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of the Company or any Subsidiary of the Company, or other similar extraordinary transaction involving the Company, any Subsidiary of the Company or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person (other than their respective Representatives) regarding any of the foregoing; (viii) call or seek to call a meeting of shareholders of the Company or initiate any shareholder proposal for action of the Company’s shareholders, or seek election or appointment to or to place a representative on the Board (except pursuant to Article II of this Agreement) or seek the removal or suspension of any director from the Board (except pursuant to Article II of this Agreement); (ix) form, join, become a member or in any way participate in a Group (other than with any Investors) with respect to the securities, other than indebtedness, of the Company or any of its Subsidiaries or Affiliates; (x) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to any Voting Securities (in each case, other than in accordance with Section 2.3 hereof); (xi) make any proposal or disclose any plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any proposal or disclose any plan on its or their behalf, inconsistent with the foregoing restrictions; (xii) exercise any rights granted to shareholders of the Company pursuant to Sections 2:110 or 2:114a of the Dutch Civil Code and the corresponding provisions of the Articles of Association (such provisions, the “Waived Provisions”); (xiii) take any action or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to take any action on its or their behalf, that might would reasonably be expected to require the Company or any of its Subsidiaries or Affiliates to publicly disclose any of the foregoing actions or the possibility of a business combination, merger or other type of transaction or matter described in this Section 3.2; (xiv) advise, intentionally assist, arrange or otherwise enter into any discussions or arrangements with any third party with respect to any of the foregoing; or; (xv) directly or indirectly, contest the validity of, or seek an amendment, waiver, suspension or termination of, any provision of this Section 3.2 (including this subclause) or Section 2.3 (whether by legal action or otherwise); or (xvi) enter into any Derivative Instrument, swap or any other Contract, agreement, transaction or series of transactions that hxxxxx or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Equity Securities of the Company, whether any such Derivative Instrument, swap, Contract, agreement, transaction or series of transactions is to be settled by delivery of securities, in cash or otherwise (each, a “Derivative Transaction”), if the number of Company Ordinary Shares specified or referenced in, or that underlie, such Derivative Transaction, in one or a series of related Derivative Transactions, would exceed nine and nine-tenths percent (9.9%) of the then-issued and outstanding Company Ordinary Shares without the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned); it being understood and agreed that this Section 3.2 shall not in any way limit the activities of any Shareholder Director taken in good faith solely in his or her capacity as a director of the Company. The Parent, the Shareholder and each Investor shall immediately notify the Company in writing if any of them or, to their knowledge, any of their respective Affiliates, directors, officers, employees, agents, advisors or other Representatives, is contacted by any Person in regard to any of the actions described in clauses (i)-(xv) above. Such notice shall disclose to the Company the material terms of such contact and the Persons involved. The Parent, the Shareholder Shareholders and each Investor shall not, and shall not authorize any of their respective Subsidiaries, Affiliates, directors, officers, employees, agents, advisors or other Representatives to, directly or indirectly, make, in each case to the Company or to a third party, any proposal, statement or inquiry, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with the provisions of this Section 3.2, or request the Company or any of its directors, officers, employees, agents, advisors or other Representatives, directly or indirectly, to amend, waive, suspend or terminate any provision of this Section 3.2 (including this sentence); provided that nothing in this Agreement shall prevent the Parent, the Shareholders, the Investors or any of their respective Representatives from making a suggestion, proposal, offer or other communication relating to any matter to the Board (or any committee thereof) or the CEO of the Company on a confidential basis or otherwise in a manner that would not reasonably be expected to require the Company or Parent to make a public announcement regarding such suggestion, proposal, offer or other communication. A breach of this Section 3.2 by any Subsidiary, Affiliate, director, officer, employee, agent, advisor or other Representative of the Parent, the Shareholder Shareholders or any Investor (acting on such Person’s behalf) shall be deemed a breach by such party Person of this Section 3.2. The Shareholder Shareholders and each Investor expressly and irrevocably waive through the end of the Standstill Period any and all rights it they may have under the Waived Provisions.