Common use of Standstill Restrictions Clause in Contracts

Standstill Restrictions. 6.1 Until the later of (x) the time that the Investors’ Ownership Percentage is less than 3% and (y) June 23, 2012, each of the Investors and their respective Affiliates (including commonly controlled or managed investment funds) shall not (i) directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity or debt securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other the Preferred Shares, Common Stock acquired upon conversion of such Preferred Shares and any Preferred Shares or Common Stock paid as dividends or as an increase of the accrued liquidation payment amount or distributions thereon, (ii) directly or indirectly enter into or agree to enter into any merger, business combination, recapitalization, restructuring, change of control transaction or other extraordinary transaction involving the Company or any of its Subsidiaries, (iii) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (iv) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (v) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investors and their respective Affiliates, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.5(b) and the Series A Certificate of Designations and the Series B Certificate of Designations, (vii) propose or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other person regarding any possible purchase or sale of any securities or assets of the Company or any Subsidiary of the Company (other than securities owned by the Investors), (viii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (ix) deposit any Preferred Shares or Common Stock in a voting trust or similar arrangement or subject any Preferred Shares or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Shares or Common Stock to any person not affiliated with the Investor or Company management; (x) enter into any swap or any other agreement, transaction or series of transactions that xxxxxx or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Preferred Shares or the Common Stock, whether any such transaction, swap or series of transactions is to be settled by delivery of securities, in cash or otherwise; (xi) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (xii) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of any Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict the ability of the Investor Designees or other directors appointed or elected to the Board pursuant to the terms of the Series A Certificate of Designations and the Series B Certificate of Designations from exercising their fiduciary duties. 6.2 Notwithstanding the foregoing, if the Board decides to engage in a process that could give rise to a change of control of the Company, the Company shall invite the Investors acting through the Investor Representative to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that each Investor Designee shall resign from the Board during the period in which the Investors Representative on behalf of any Investor is participating in such process; provided, further, however, that, following the termination of the Investors participation in any process, the Investors’ right to nominate the Investor Designees shall be reinstated and the Company shall appoint the Investor Designees that resigned to the Board as soon as reasonably possible. In addition, if requested by the Board, the Investor Representative on behalf of the Investors may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Board.

Standstill Restrictions. 6.1 Until Investor covenants and agrees that, for so long as the later Investor owns at least 3,500,000 Shares (including Shares underlying the Warrant), subject to appropriate adjustment for stock splits, stock dividends, recapitalizations and similar transactions, from the date of (x) this Agreement until the time that third anniversary of the Investors’ Ownership Percentage is less than 3% date of this Agreement, without the prior written consent of the Company approved by a majority of the disinterested members of the Board, it and (y) June 23, 2012, each of the Investors and their respective its Affiliates (including commonly controlled shall not, directly or managed investment funds) shall not indirectly, alone or through or with others: (i) directly or indirectly acquire, agree announce an intention to acquire, offer to acquire, or offer enter into any agreement, arrangement or undertaking of any kind the purpose of which is to acquire, beneficial ownership by purchase, exchange or otherwise, (A) any shares of any equity or debt securities Voting Stock, other than upon exercise of the CompanyWarrant, or (B) any warrant or option to purchase such securities, any other security convertible into any such securitiesinto, or any other option, warrant or right to acquire such securitiesacquire, Voting Stock, in each case other the Preferred Shares, Common Stock acquired upon conversion of such Preferred Shares and any Preferred Shares or Common Stock paid as dividends or as an increase of the accrued liquidation payment amount or distributions thereon, than pursuant to Section 5.4 hereof; (ii) directly solicit or indirectly enter into propose to effect or agree to enter into negotiate any merger, consolidation, other business combination, recapitalizationliquidation, restructuring, change sale of control transaction the Company or other extraordinary transaction involving all or any substantial portion of the assets of the Company or any other change of its Subsidiaries, control of the Company or similar extraordinary transaction; (iii) makesolicit, initiate or participate in any "solicitation" of "proxies" or become a "participant" in any "election contest" (as such terms are defined or used in Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(1)(2) and including an exempt solicitation pursuant to Rule 14a-2(b)(1)); call, or in any way participate or engage in, directly or indirectlyin a call for, any solicitation special meeting of proxies to vote, shareholders of the Company (or seek to advise or influence take any person action with respect to acting by written consent of the voting ofshareholders of the Company); request, or take any voting action to obtain or retain any lists of holders of any securities of the Company Company; or initiate or propose any of Subsidiary shareholder proposal or participate in the making of, or solicit shareholders of the CompanyCompany for the approval of, one or more shareholder proposals; (iv) bring any action seek representation on the Board or otherwise act to contest a change in the validity composition or size of the restrictions set forth in this Section 6, or seek a release of such restrictions, Board; (v) deposit any shares of Voting Stock in a voting trust or similar agreement; (vi) act in concert with any other Person or Group by becoming a member of a 13D Group; (vii) take any action to form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investors and their respective Affiliatespartnership, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (includinglimited partnership, without limitationlimited liability company, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.5(b) and the Series A Certificate of Designations and the Series B Certificate of Designations, (vii) propose or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other person regarding any possible purchase or sale of any securities or assets of the Company or any Subsidiary of the Company (other than securities owned by the Investors), (viii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (ix) deposit any Preferred Shares or Common Stock in a voting trust or similar arrangement or subject any Preferred Shares or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Shares or Common Stock to any person not affiliated with the Investor or Company management; (x) enter into any swap or any other agreement, transaction or series of transactions that xxxxxx or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Preferred Shares or the Common Stock, whether any such transaction, swap or series of transactions is to be settled by delivery of securities, in cash or otherwise; (xi) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (xii) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of any Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict the ability of the Investor Designees syndicate or other directors appointed or elected to the Board pursuant to the terms of the Series A Certificate of Designations and the Series B Certificate of Designations from exercising their fiduciary duties. 6.2 Notwithstanding the foregoing, if the Board decides to engage in a process that could give rise to a change of control of the Company, the Company shall invite the Investors acting through the Investor Representative to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that each Investor Designee shall resign from the Board during the period in which the Investors Representative on behalf of any Investor is participating in such process; provided, further, however, that, following the termination of the Investors participation in any process, the Investors’ right to nominate the Investor Designees shall be reinstated and the Company shall appoint the Investor Designees that resigned to the Board as soon as reasonably possible. In addition, if requested by the Board, the Investor Representative on behalf of the Investors may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Board.Group with respect

Standstill Restrictions. 6.1 Until the later of (x) the time that the Investors’ Ownership Percentage is less than 3% and (y) June 23, 2012, each Each of the Investors Purchaser and their respective Affiliates Xx. Xxxxxx agree that, without the prior approval of the Board of Directors (including commonly controlled or managed investment funds) shall not (i) contained in a written resolution of the Board), such Person will not, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity or debt securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other the Preferred Shares, Common Stock acquired upon conversion of such Preferred Shares and any Preferred Shares or Common Stock paid as dividends or as an increase of the accrued liquidation payment amount or distributions thereon, indirectly: (ii) directly or indirectly enter into or agree to enter into any merger, business combination, recapitalization, restructuring, change of control transaction or other extraordinary transaction involving the Company or any of its Subsidiaries, (iiia) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies or written consents of stockholders to vote, or seek to advise or influence any person Person (other than Affiliates of the Purchaser or Xx. Xxxxxx, respectively) with respect to the voting of, any Voting Securities of the Company; conduct, encourage, participate or engage in any other type of referendum (binding or non-binding) with respect to, or from the holders of any Voting Securities or any other Person with the right to vote or withhold consent in respect of Voting Securities; make, or in any way participate or engage in (other than by voting securities its Voting Securities in a manner that does not violate this Agreement), any “solicitation” of any proxy, consent or other authority to vote any Voting Securities; make any stockholder proposal (whether pursuant to Rule 14a-8 promulgated under the Exchange Act or otherwise), with respect to any matter; or become a participant in any contested solicitation with respect to the Company, including without limitation relating to the removal or the election of directors; (b) either directly or indirectly for itself or its Affiliates, or in conjunction with any other Person or entity in which it is or proposed to be either a principal, partner or financing source or is acting or propose to act as broker or agent for compensation, effect or seek, make a proposal for, or offer to effect (with or without conditions and whether publicly or otherwise), or cause or participate in, or in any way knowingly support, assist or facilitate any other Person or entity to effect or seek, offer or propose to effect, or cause or participate in, any acquisition of or extraordinary transaction involving the Company or any of Subsidiary of the Company, its securities or assets; (ivc) bring any action either directly or otherwise act to contest the validity of the restrictions set forth in this Section 6indirectly for itself or its Affiliates, or in conjunction with any other Person or entity in which it is or proposed to be either a principal, partner or financing source or is acting or propose to act as broker or agent for compensation, effect or seek a release of such restrictionsto effect, offer or propose (v) formwhether publicly or otherwise), join or cause or participate in, or in any way assist or knowingly facilitate any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (except as a “group” (within the meaning holder of Section 13(d)(3Voting Securities) in, any tender offer or exchange offer, merger, consolidation, division, acquisition or exchange of the Exchange Act) with respect to any voting securities substantially all assets or equity, change of control transaction, recapitalization, restructuring, liquidation or other business combination or similar transaction involving the Company or any Subsidiary of the Company except for any group constituting solely of the Investors and their respective Affiliates, its subsidiaries or affiliates; or (vid) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.5(b) and the Series A Certificate of Designations and the Series B Certificate of Designations, (vii) propose or enter into any discussions, negotiations, arrangementsarrangements or understandings with, understandings or agreements (whether written form or oraljoin in a partnership, limited partnership, syndicate or other group, including without limitation a group as defined under Section 13(d) of the Exchange Act, with any other person regarding third party in connection with such third party’s taking, planning to take or seeking to take any possible purchase of the actions prohibited by clauses (a) through (c) of this Section 6.1, or sale deposit any shares of any securities or assets common stock of the Company or any Subsidiary of the Company (other than securities owned by the Investors), (viii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (ix) deposit any Preferred Shares or Common Stock Voting Securities in a voting trust or similar arrangement or subject any Preferred Shares shares of common stock of the Company or Common Stock any other Voting Securities to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Shares or Common Stock to any person not affiliated with the Investor or Company management; (x) enter into any swap or any other agreement, transaction or series of transactions that xxxxxx or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Preferred Shares or the Common Stock, whether any such transaction, swap or series of transactions is to be settled by delivery of securities, in cash or otherwise; (xi) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (xii) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of any Investor to take an action that would be prohibited by the foregoing; provided, however, that nothing in this Section 6.1 will limit (i) any Person’s ability to vote (subject to Section 4 (Voting Agreements with the foregoing shall not restrict Company)) and to publicly announce such Person’s intent to vote and the manner of such vote, subject to Section 7.2 (Nondisparagement) in advance of such meeting, Transfer (subject to Section 5.1 (Restrictions on Transfer)), Purchase (subject to Section 5.2 (Restrictions on Purchase)) or otherwise exercise rights under its Voting Securities, or (ii) the ability of the Investor Designees or other directors appointed or elected to any member of the Board pursuant to the terms exercise its fiduciary duties as a member of the Series A Certificate Board of Designations and the Series B Certificate of Designations from exercising their fiduciary dutiesDirectors. 6.2 Notwithstanding the foregoing, if the Board decides to engage in a process that could give rise to a change of control of the Company, the Company shall invite the Investors acting through the Investor Representative to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that each Investor Designee shall resign from the Board during the period in which the Investors Representative on behalf of any Investor is participating in such process; provided, further, however, that, following the termination of the Investors participation in any process, the Investors’ right to nominate the Investor Designees shall be reinstated and the Company shall appoint the Investor Designees that resigned to the Board as soon as reasonably possible. In addition, if requested by the Board, the Investor Representative on behalf of the Investors may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Board.

Standstill Restrictions. 6.1 Until Investor covenants and agrees that, for ----------------------- so long as the later Investor owns at least 3,500,000 Shares (including Shares underlying the Warrant), subject to appropriate adjustment for stock splits, stock dividends, recapitalizations and similar transactions, from the date of (x) this Agreement until the time that third anniversary of the Investors’ Ownership Percentage is less than 3% date of this Agreement, without the prior written consent of the Company approved by a majority of the disinterested members of the Board, it and (y) June 23, 2012, each of the Investors and their respective its Affiliates (including commonly controlled shall not, directly or managed investment funds) shall not indirectly, alone or through or with others: (i) directly or indirectly acquire, agree announce an intention to acquire, offer to acquire, or offer enter into any agreement, arrangement or undertaking of any kind the purpose of which is to acquire, beneficial ownership by purchase, exchange or otherwise, (A) any shares of any equity or debt securities Voting Stock, other than upon exercise of the CompanyWarrant, or (B) any warrant or option to purchase such securities, any other security convertible into any such securitiesinto, or any other option, warrant or right to acquire such securitiesacquire, Voting Stock, in each case other the Preferred Shares, Common Stock acquired upon conversion of such Preferred Shares and any Preferred Shares or Common Stock paid as dividends or as an increase of the accrued liquidation payment amount or distributions thereon, than pursuant to Section 5.4 hereof; (ii) directly solicit or indirectly enter into propose to effect or agree to enter into negotiate any merger, consolidation, other business combination, recapitalizationliquidation, restructuring, change sale of control transaction the Company or other extraordinary transaction involving all or any substantial portion of the assets of the Company or any other change of its Subsidiaries, control of the Company or similar extraordinary transaction; (iii) makesolicit, initiate or participate in any "solicitation" of "proxies" or become a "participant" in any "election contest" (as such terms are defined or used in Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(1)(2) and including an exempt solicitation pursuant to Rule 14a-2(b)(1)); call, or in any way participate or engage in, directly or indirectlyin a call for, any solicitation special meeting of proxies to vote, shareholders of the Company (or seek to advise or influence take any person action with respect to acting by written consent of the voting ofshareholders of the Company); request, or take any voting action to obtain or retain any lists of holders of any securities of the Company Company; or initiate or propose any of Subsidiary shareholder proposal or participate in the making of, or solicit shareholders of the CompanyCompany for the approval of, one or more shareholder proposals; (iv) bring any action seek representation on the Board or otherwise act to contest a change in the validity composition or size of the restrictions set forth in this Section 6, or seek a release of such restrictions, Board; (v) deposit any shares of Voting Stock in a voting trust or similar agreement; (vi) act in concert with any other Person or Group by becoming a member of a 13D Group; (vii) take any action to form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) any partnership, limited partnership, limited liability company, syndicate or other Group with respect to any voting securities of the Company Voting Stock or any Subsidiary of the Company except for any group constituting solely of the Investors and their respective Affiliates, (vi) seek the removal of any directors from the Board or a change otherwise act in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.5(b) and the Series A Certificate of Designations and the Series B Certificate of Designations, (vii) propose or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) concert with any other person regarding any possible purchase Person for the purpose of circumventing the provisions or sale purposes of any securities or assets of the Company or any Subsidiary of the Company (other than securities owned by the Investors), this Agreement; (viii) callotherwise act in concert with any Person, request to seek to control, direct or influence the calling ofmanagement, Board (or otherwise seek any individual members thereof), stockholders or assist in the calling of a special meeting of the shareholders policies of the Company, ; (ix) deposit finance or offer to provide financing for an attempt by any Preferred Shares Person to engage in any of the activities or Common Stock in a voting trust actions which, if taken by Investor, would be prohibited or similar arrangement or subject any Preferred Shares or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Shares or Common Stock to any person not affiliated with restricted by the Investor or Company management; terms of this Agreement; (x) enter into any swap or any other agreement, transaction or series of transactions that xxxxxx or transfers, in whole make or in partany way advance any request or proposal to amend, directly modify or indirectly, the economic consequence waive any provision of ownership of the Preferred Shares or the Common Stock, whether any such transaction, swap or series of transactions is to be settled by delivery of securities, in cash or otherwisethis Agreement; or (xi) disclose any intention, plan or arrangement prohibited byannounce an intention to do, or inconsistent withsolicit, the foregoing assist, prompt, induce or (xii) make, or takeattempt to induce others to do, any action that would reasonably be expected to cause of the Company to make a public announcement regarding any intention of any Investor to take an action that would be actions restricted or prohibited by the foregoingunder subparagraphs (i) through (x) above; provided, however, that, notwithstanding the foregoing, in the event that there occurs (A) the foregoing shall not restrict acquisition by any Group (other than the ability Investor, its Affiliates or the Board) of 25% of any class of equity securities of the Company and such event has not been endorsed or supported by the Board within ten (10) business days of the occurrence of such event, (B) any person or Group (other than the Investor Designees or other directors appointed its Affiliates) commences a solicitation of proxies seeking to remove a majority of the Board, or elected (C) any person or Group provides notice to the Board pursuant to the terms of the Series A Certificate of Designations and the Series B Certificate of Designations from exercising their fiduciary duties. 6.2 Notwithstanding the foregoing, if the Board decides or publicly announces any intention to engage in any of the foregoing actions described in clauses (A) or (B), the Investor shall be permitted to make a process that could give rise confidential proposal to the disinterested members of the Board with respect to a change of control of the Company, the Company shall invite the Investors acting through the Investor Representative to participate transaction described in such process on the terms clause (i) or (ii) above; and conditions generally made available to the other participants in such process; provided, however, that each Investor Designee shall resign from the Board during the period in which the Investors Representative on behalf of any Investor is participating in such process; provided, further, howeverthat notwithstanding the foregoing, that, following the termination this Section 5.2 shall not prohibit or otherwise limit any actions by any Affiliate of the Investors participation in any process, the Investors’ right to nominate the Investor Designees shall be reinstated and the Company shall appoint the Investor Designees that resigned to who is a member of the Board in connection with the exercise of his or her duties as soon as reasonably possible. In addition, if requested by the Board, the Investor Representative on behalf of the Investors may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval member of the Board.

Standstill Restrictions. 6.1 (a) Until the later of (x) time when the time that the Investors’ Ownership Percentage is Investor owns less than 32% and (y) June 23, 2012, each of the Investors Company's outstanding Common Stock on a fully-diluted basis and their respective Affiliates (including commonly controlled or managed investment funds) calculated assuming full exercise of the Warrant, neither the Investor nor any Affiliate of the Investor shall not (i) directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity or debt securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Preferred Shares, shares of Common Stock issued pursuant to this Agreement or the Common Stock acquired upon conversion exercise of such Preferred Shares and any Preferred Shares the Warrant or as otherwise would not increase the Investor's beneficial ownership of the Company's Common Stock paid as dividends or as by greater than 1% on an increase of the accrued liquidation payment amount or distributions thereonas-converted basis, (ii) directly bring any action or indirectly enter into otherwise act to contest the validity of the restrictions set forth in this Section 6.7, or agree to enter into any merger, business combination, recapitalization, restructuring, change seek a release of control transaction or other extraordinary transaction involving the Company or any of its Subsidiariessuch restrictions, (iii) deposit any Common Stock in a voting trust or similar arrangement or subject any Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock to any person not affiliated with the Investor or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (iv) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (v) form, join or in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investors Investor and their respective Affiliatesany Affiliate of Investor, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.5(b) and the Series A Certificate of Designations and the Series B Certificate of Designations6.5, (vii) propose or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other person regarding any possible purchase or sale of any securities or assets of the Company or any Subsidiary of the Company (other than securities owned by the Investors), (viii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (ix) deposit any Preferred Shares or Common Stock in a voting trust or similar arrangement or subject any Preferred Shares or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Shares or Common Stock to any person not affiliated with the Investor or Company management; (x) enter into any swap or any other agreement, transaction or series of transactions that xxxxxx or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Preferred Shares or the Common Stock, whether any such transaction, swap or series of transactions is to be settled by delivery of securities, in cash or otherwise; (xiviii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (xiiix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of any the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict the Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board pursuant to the terms of the Series A Certificate of Designations and the Series B Certificate of Designations Designee from exercising their his or her fiduciary dutiesduties or powers as directors. 6.2 (b) Notwithstanding the foregoing, for so long as the restrictions in Section 6.7(a) apply, if the Board decides to engage in a process that could give rise to a change of control of the Company, the Company shall invite the Investors acting through the Investor Representative to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that each in the event the Investor participates in such process, the Investor Designee shall resign recuse himself or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the Board during the period in which the Investors Representative on behalf of any Investor is participating in such process; provided, further, however, that, following the termination of the Investors Investor's participation in any process, the Investors’ Investor's right to nominate vote on, and receive confidential information about, the Investor Designees process shall be reinstated and the Company shall appoint the Investor Designees that resigned to the Board as soon as reasonably possiblereinstated. In addition, if requested by the Board, the Investor Representative on behalf of the Investors may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Board.