Common use of Standstill Restrictions Clause in Contracts

Standstill Restrictions. From the date of this Agreement and until the earlier of (i) the later of (x) the 24-month anniversary of the Closing Date and (y) the 3-month anniversary of the date on which the Shareholder Parties first cease to Beneficially Own any Subject Shares or Class A Preferred Shares and (ii) a Change of Control (the “Expiration Date”), the Shareholder Parties will not, and will cause all of their respective Subsidiaries and controlled Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of a majority of the directors on the Board: (a) acquire, offer to acquire or agree to acquire, by purchase or otherwise, Beneficial Ownership of Common Shares or Class A Preferred Shares or any other security, including any cash-settled option or other derivative security that transfers all or any portion of the economic benefits or risks of the ownership of Common Shares to any Person, other than the acquisition of any Additional Shares or Additional Preferred Shares; (b) make any statement or proposal to the Company or any of the Company’s stockholders regarding, or make any public announcement, proposal or offer (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the 0000 Xxx) with respect to, or otherwise solicit or effect, or seek or offer or propose to effect (whether directly or indirectly, publicly or otherwise) (i) any business combination, merger, tender offer, exchange offer or similar transaction involving the Company or any of its Subsidiaries that may reasonably be expected to result in a Change of Control, (ii) any restructuring, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, including any material divestiture, break-up or spinoff, (iii) any acquisition of any equity securities of the Company or any of its Subsidiaries or rights or options to acquire interests in the equity securities of the Company or any of its Subsidiaries, or (iv) the composition of or election of any individual to the Board, except as permitted by this Agreement (and as may be required by applicable Law in connection therewith); (c) enter into any discussions, negotiations, arrangements or understandings with any third Person with respect to the actions prohibited by Section 2.2(a) or Section 2.2(b), or form, join or participate in a “group” (within the meaning of Section 13(d)(3) of the 0000 Xxx) with respect to the Common Shares or Class A Preferred Shares in connection with any of the actions prohibited by Section 2.2(a) or Section 2.2(b); (d) request, call or seek to call a meeting of the stockholders of the Company, nominate any individual for election as a director of the Company at any meeting of stockholders of the Company, submit any stockholder proposal (pursuant to Rule 14a-8 promulgated under the 1934 Act or otherwise) to seek representation on the Board or any other proposal to be considered by the stockholders of the Company, or recommend that any other Company stockholders vote in favor of, or otherwise publicly comment favorably or unfavorably about, or solicit votes or proxies for, any such nomination or proposal submitted by another stockholder of the Company, or otherwise publicly seek to control or influence the Board, management or policies of the Company; (e) deposit any Subject Shares, Preferred Shares or any other Common Shares in a voting trust or similar arrangement or subject any Subject Shares, Preferred Shares or any other Common Shares to any voting agreement, pooling arrangement or similar arrangement (in each case other than as contemplated in this Agreement or solely among a group comprised solely of the Shareholder Parties and their respective controlled Affiliates); or (f) take any action which would reasonably be expected to require the Company to make a public announcement regarding (including any public filing) any of the actions prohibited by this Section 2.2; provided that the foregoing limitations will (i) not preclude any confidential proposal made to the Board that is expressly conditioned upon the maintenance of the confidentiality thereof, (ii) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement taken in his or her capacity as a director of the Company or (iii) not preclude the exercise of any rights received as a dividend or other distribution (x) in a rights offering or other issuance in respect of any Subject Shares or (y) pursuant to the terms of the Preferred Shares. If, after the date hereof and prior to the Expiration Date, the Company enters into any agreement with any of the Faiveley Parties with standstill provisions that are less favorable to the Company in the aggregate than the provisions contained in this Section 2.2 (or if the Company amends or waives the standstill provisions in the Existing Faiveley Agreement in a manner such that the standstill provisions thereunder are less favorable to the Company in the aggregate than the provisions contained in this Section 2.2), the Company shall notify the Shareholder Parties of the terms of such standstill provisions as soon as reasonably practicable after the execution (or amendment or waiver) of such agreement, and in which case this Section 2.2 shall if elected by the Shareholder Parties be amended to be no more favorable to the Company than the enforceable (after giving effect to any waiver) standstill provisions contained in such third party agreement. The Company represents and warrants that, as of the date hereof, it is not party to any agreement with any of the Faiveley Parties containing standstill provisions other than those set forth in the Existing Faiveley Agreement. For the avoidance of doubt, the expiration of the standstill obligations under the Existing Faiveley Agreement in accordance with its current terms shall not be deemed to be an amendment or waiver of the Existing Faiveley Agreement.

Standstill Restrictions. From (a) During the date of this Agreement and until the earlier of (i) the later of (x) the 24-month anniversary of the Closing Date and (y) the 3-month anniversary of the date on which the Shareholder Parties first cease to Beneficially Own any Subject Shares or Class A Preferred Shares and (ii) a Change of Control (the “Expiration Date”)Restricted Period, the Shareholder Parties will not, Purchaser covenants and will cause all of their respective Subsidiaries and controlled Affiliates not to, directly or indirectly through another Personagrees that, unless expressly invited in a writing with the approval of a majority of the directors on the Boardwhole Board of Directors, it will not, and will not cause or permit any of its controlled Affiliates to, directly or indirectly: (ai) acquire, offer to acquire or agree to acquire, by purchase or otherwise, Beneficial Ownership of any Equity Securities (other than Additional Shares acquired in accordance with Section 5.6(d) or any shares of Common Stock or other Equity Securities issued by the Company with respect to the Shares or Class A Preferred Additional Shares pursuant to any stock dividend, stock split or other recapitalization or reclassification of the Common Stock or pursuant to any shareholder rights or similar plan) or any other security, including any cash-settled option or other derivative security security, that transfers all or any portion of the economic benefits or risks of the ownership of Common Shares Equity Securities to the Purchaser or any Person, other than the acquisition of any Additional Shares or Additional Preferred Sharesits controlled Affiliates; (bii) make any statement or proposal to the Company or any of the Company’s stockholders regarding, or make any public announcement, proposal or offer (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the 0000 XxxExchange Act) with respect to, or otherwise solicit or effect, or seek or offer or propose to effect (whether directly or indirectly, publicly or otherwise) (iA) any business combination, merger, tender offer, exchange offer or similar transaction involving the Company or any of its Subsidiaries that may reasonably be expected to result in a Change of ControlSubsidiaries, (iiB) any restructuring, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, including any material divestiture, break-up or spinoff, or (iiiC) any acquisition of any of the Company’s or its Subsidiary’s equity securities of the Company or any of its Subsidiaries or rights or options to acquire interests in the Company’s or its Subsidiary’s equity securities of the Company or any of its Subsidiaries, or (iv) the composition of or election of any individual to the Board, except as permitted by this Agreement (and as may be required by applicable Law in connection therewith)securities; (ciii) enter into negotiate, have any discussions, negotiations, arrangements discussions or understandings with any third Person with respect to the actions prohibited by Section 2.2(a) or Section 2.2(b)act in concert with, or formadvise or knowingly finance, join assist or participate in a “group” (within the meaning of Section 13(d)(3) of the 0000 Xxx) with respect to the Common Shares or Class A Preferred Shares encourage, any other Person in connection with any of the actions prohibited by Section 2.2(aset forth in clauses (i) and (ii) above (it being understood that, without limiting the generality of the foregoing, the Purchaser and its controlled Affiliates will not be permitted to act as a joint bidder or Section 2.2(bco-bidder with any other Person with respect to any of the actions set forth in clause (ii) above); (div) request, call or seek to call a meeting of the stockholders of the Company, nominate any individual for election as a director of the Company at any meeting of stockholders of the Company, submit any stockholder proposal (pursuant to Rule 14a-8 promulgated under the 1934 Exchange Act or otherwise) to seek representation on the Board of Directors or any other proposal to be considered by the stockholders of the Company, or publicly recommend that any other Company stockholders stockholder vote in favor of, or otherwise publicly comment favorably or unfavorably about, or solicit votes or proxies for, any such nomination or proposal submitted by another stockholder of the Company, or otherwise publicly seek to control or influence the BoardBoard of Directors, management or policies of the Company; (ev) deposit any Subject Shares, Preferred Shares or any other Common Shares shares of the voting stock of the Company in a voting trust or similar arrangement or subject any Subject Shares, Preferred Shares or any other Common Shares shares of voting stock of the Company to any voting agreement, pooling arrangement or similar arrangement (in each case other than as contemplated in this Agreement or solely among a group comprised solely of the Shareholder Parties and their respective controlled Affiliates); orarrangement; (fvi) take any action which would reasonably be expected to require the Company or any of its Affiliates to make a public announcement regarding (including any public filing) any of the actions prohibited by set forth in this Section 2.25.6(a); provided or (vii) request that the foregoing limitations Company, directly or indirectly, amend, waive or terminate any provision of this Section 5.6(a) (including this sentence), unless and until the Person seeking such amendment, waiver or termination has received the prior written invitation or approval of the Company. (b) Notwithstanding Section 5.6(a), if the Company determines to explore a possible process for a sale transaction that would, if consummated, constitute a Change of Control or otherwise would, if consummated, result in a direct or indirect sale, spin-off or other divestiture of a material portion of the Company’s assets, the Company will notify the Purchaser of such process and allow the Purchaser to participate therein, on the terms and conditions thereof, and, solely for such purpose, the restrictions set forth in Section 5.6(a) will not apply. (c) Notwithstanding Section 5.6(a), if (i) not preclude the Company enters into a binding definitive agreement with any confidential proposal made to the Board that is expressly conditioned upon the maintenance third party providing for a Change of the confidentiality thereofControl, (ii) in no way limit the activities of any Person appointed or group acquires Beneficial Ownership of 35.0% or more of the outstanding Common Stock of the Company, (iii) any Bona Fide Acquiror makes a public offer to the Board pursuant to the terms Company which, if fully subscribed, would result in such Bona Fide Acquiror acquiring Beneficial Ownership of 35.0% or more of the Merger Agreement taken outstanding Common Stock of the Company, or publicly announces a proposal to effect or an intention to engage in his or her capacity as a director transaction involving a Change of Control of the Company (any such public offer, proposal or announced intention, a “Public Proposal”) and, following such Public Proposal contemplated by this clause (iii), either (A) such Public Proposal has not been publicly withdrawn, and any other Bona Fide Acquiror makes another Public Proposal within 90 days after such initial Public Proposal or (iiiB) not preclude the exercise Company or its Representatives provides material non-public information to any such Bona Fide Acquiror or its Representatives or engages in substantive negotiations with such Bona Fide Acquiror or its Representatives, (iv) any Bona Fide Acquiror publicly announces a tender offer for 35.0% or more of any rights received as the outstanding Common Stock of the Company and files a dividend tender offer statement under Section 14(d)(1) or other distribution (x13(e)(1) in a rights offering or other issuance in respect of any Subject Shares the Exchange Act, or (yv) pursuant to the terms of the Preferred Shares. If, after the date hereof and prior to the Expiration Date, the Company enters into any agreement with any of the Faiveley Parties with standstill provisions that are less favorable Person or group makes a non-public offer or proposal to the Company or its Representatives for a transaction involving a Change of Control and the Company or its Representatives provides material non-public information to such Person or group or its Representatives or engages in the aggregate than substantive negotiations with such Person or group or its Representatives, then the provisions contained of Section 5.6(a) will terminate solely to the extent necessary to facilitate a public or private offer by the Purchaser or its Affiliates to acquire directly or indirectly at least a majority of the outstanding shares of Common Stock or all or substantially all of the Company’s assets. Furthermore, nothing in this Section 2.2 (Agreement shall be construed to prohibit Purchaser or if its Affiliates from submitting to the Chairman of the Board of Directors or Chief Executive Officer of the Company amends one or waives the standstill provisions in the Existing Faiveley Agreement in more confidential proposals or offers for a manner such that the standstill provisions thereunder are less favorable to potential transaction (including a Change of Control transaction) with the Company or from taking any action contemplated by the Commercial Agreement. Except as otherwise permitted by the first sentence of this Section 5.6(c) (in which case the aggregate than the provisions contained limitation in this sentence shall not apply), prior to submitting a written confidential proposal or offer during the Restricted Period relating to any Change of Control transaction, the Purchaser or its Affiliate will advise the Company of its intention and will refrain from submitting such proposal or offer if affirmatively so requested by the Company based on action by its Board of Directors. The Board of Directors will have the sole and absolute discretion whether to accept any such proposal or offer. (d) Notwithstanding Section 2.25.6(a)(i), the Company shall notify Purchaser will be entitled to purchase, from time to time in one or more transactions, in the Shareholder Parties open market or in privately negotiated transactions with holders of outstanding shares of Common Stock, additional shares of Common Stock (any such shares so acquired, the terms “Additional Shares”); provided that, when taken together with all other shares of such standstill provisions as soon as reasonably practicable after the execution (or amendment or waiver) of such agreement, and in which case this Section 2.2 shall if elected Common Stock Beneficially Owned by the Shareholder Parties be amended to be no more favorable to Purchaser and its controlled Affiliates at the Company than the enforceable (after giving effect to any waiver) standstill provisions contained in time such third party agreement. The Company represents and warrants thattransaction is consummated, such purchase will not as of the date hereof, it is not party to any agreement with any time of such purchase result in the Purchaser and its controlled Affiliates being the Beneficial Owner of more than 16.0% of the Faiveley Parties containing standstill provisions other than those set forth aggregate number of shares of Common Stock outstanding, as reported in the Existing Faiveley Agreement. For most recent report filed by the avoidance Company with the SEC containing such information as of doubt, the expiration of the standstill obligations under the Existing Faiveley Agreement in accordance with its current terms shall not be deemed to be an amendment or waiver of the Existing Faiveley Agreementsuch time.

Standstill Restrictions. From the date of this Agreement and Subject to Section 3.2, until the earlier of (i) the later of (x) the 24-month twentieth anniversary of the Closing Date and (y) Closing, the 3-month anniversary members of the date on which the Shareholder Parties first cease to Beneficially Own any Subject Shares or Class A Preferred Shares and (ii) a Change of Control (the “Expiration Date”), the Shareholder Parties will Group shall not, and will shall cause all each of their respective Subsidiaries and controlled Affiliates not to, directly or indirectly through another Person, unless expressly invited in a writing with the approval of a majority of the directors on the Board: indirectly: (a) acquire, offer to acquire or agree to acquire, by purchase or otherwise, acquire Beneficial Ownership of Common Shares any Voting Securities, except pursuant to stock splits, reverse stock splits, stock dividends or Class A Preferred Shares distributions, or combinations or any other securitysimilar recapitalization, including any cash-settled option on or other derivative security that transfers all or any portion of after the economic benefits or risks of the ownership of Common Shares to any Person, other than the acquisition of any Additional Shares or Additional Preferred Shares; date hereof; (b) make any statement acquire, offer to acquire or proposal agree to the Company or any of the Company’s stockholders regarding, or make any public announcement, proposal or offer (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the 0000 Xxx) with respect to, or otherwise solicit or effect, or seek or offer or propose to effect (whether directly or indirectly, publicly or otherwise) (i) acquire any business combination, merger, tender offer, exchange offer or similar transaction involving material assets of the Company or any of its Subsidiaries that may reasonably be expected Subsidiaries; (c) initiate or propose any offer by any third party to result acquire Beneficial Ownership of Voting Securities, other than an acquisition of Shareholder Group Shares permitted in a Change of Controlaccordance with Section 4.1; (d) initiate or propose any merger, (ii) any restructuringtender offer, recapitalization, liquidation, dissolution business combination or similar other extraordinary transaction involving the Company or any of its Subsidiaries; (e) act, including any material divestiturealone or in concert with others, break-up to seek to affect or spinoff, (iii) any acquisition of any equity securities influence the control of the Company Board or any of its Subsidiaries or rights or options to acquire interests in the equity securities management of the Company or any of its SubsidiariesCompany, or the business, operations, affairs or policies of the B-4 <PAGE> Company; PROVIDED that this subsection shall not be deemed to restrict the Shareholder Group Directors from participating as members of the Board in their capacity as such; (ivf) the composition of deposit any Voting Securities in a voting trust or election of subject any individual Voting Securities to any proxy, arrangement or agreement with respect to the Boardvoting of such securities or other agreement having a similar effect, except as permitted by this Agreement provided in Section 3.3; (and as may be required by applicable Law g) initiate or propose any stockholder proposal or make, or in connection therewith); (c) enter into any discussionsway participate in, negotiationsdirectly or indirectly, arrangements any "solicitation" of "proxies" to vote, or understandings with seek to influence any third Person with respect to the actions prohibited by Section 2.2(a) or Section 2.2(b)voting of, any Voting Securities, or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to Voting Securities; (h) form, join or in any way participate in a “group” group (other than a group comprised exclusively of the members of the Shareholder Group) of Persons acquiring, holding, voting or disposing of any Voting Securities which would be required under Section 13(d) of the Exchange Act and the rules and regulations thereunder to file a statement on Schedule 13D with the SEC as a "person" within the meaning of Section 13(d)(3) of the 0000 XxxExchange Act (or any successor statute or regulation); (i) propose, or agree to, or enter into any discussions, negotiations or arrangements with, or provide any confidential information to, any third party with respect to the Common Shares or Class A Preferred Shares in connection with any of the actions prohibited by Section 2.2(aforegoing; (j) make any statement or Section 2.2(b); disclosure inconsistent with the foregoing; or (dk) request, call propose or seek to call a meeting of the stockholders of the Company, nominate any individual for election as a director of the Company at any meeting of stockholders of the Company, submit any stockholder proposal (pursuant to Rule 14a-8 promulgated under the 1934 Act or otherwise) to seek representation on the Board or any other proposal to be considered by the stockholders of the Company, or recommend that any other Company stockholders vote in favor of, or otherwise publicly comment favorably or unfavorably about, or solicit votes or proxies for, any such nomination or proposal submitted by another stockholder of the Company, or otherwise publicly seek to control or influence the Board, management or policies of the Company; (e) deposit any Subject Shares, Preferred Shares or any other Common Shares in a voting trust or similar arrangement or subject any Subject Shares, Preferred Shares or any other Common Shares to any voting agreement, pooling arrangement or similar arrangement (in each case other than as contemplated in this Agreement or solely among a group comprised solely of the Shareholder Parties and their respective controlled Affiliates); or (f) take any action which would reasonably be expected to require the Company to make a public announcement regarding (including any public filing) any of the actions prohibited by this Section 2.2; provided that the foregoing limitations will (i) not preclude any confidential proposal made to the Board that is expressly conditioned upon the maintenance of the confidentiality thereof, (ii) in no way limit the activities of any Person appointed to the Board pursuant to the terms of the Merger Agreement taken in his or her capacity as a director of the Company or (iii) not preclude the exercise of any rights received as a dividend or other distribution (x) in a rights offering or other issuance in respect of any Subject Shares or (y) pursuant to the terms of the Preferred Shares. If, after the date hereof and prior to the Expiration Date, the Company enters into any agreement with any of the Faiveley Parties with standstill provisions that are less favorable to the Company in the aggregate than the provisions contained in this Section 2.2 (or if the Company amends or waives the standstill provisions in the Existing Faiveley Agreement in a manner such that the standstill provisions thereunder are less favorable to the Company in the aggregate than the provisions contained in this Section 2.2), the Company shall notify the Shareholder Parties of the terms of such standstill provisions as soon as reasonably practicable after the execution (or amendment or waiver) of such agreement, and in which case this Section 2.2 shall if elected by the Shareholder Parties be amended to be no more favorable to the Company than the enforceable (after giving effect to any waiver) standstill provisions contained in such third party agreement. The Company represents and warrants that, as of the date hereof, it is not party to any agreement with any of the Faiveley Parties containing standstill provisions other than those set forth in the Existing Faiveley Agreement. For the avoidance of doubt, the expiration of the standstill obligations under the Existing Faiveley Agreement in accordance with its current terms shall not be deemed to be an amendment or waiver of any of the Existing Faiveley Agreement.provisions of this Section 3.1. Section 3.2