Common use of Standstill Restrictions Clause in Contracts

Standstill Restrictions. The Investor agrees that during the lesser of (a) the one year period following the date upon which the Investor Group no longer has an Investor Group Nominee serving on the Board, or (b) the three year period following the Closing Date (the “Restricted Period”), unless otherwise agreed to in writing by the Company, the Investor will not, directly or indirectly: (i) seek representation on the Board other than as provided in Section 3.3 above; (ii) effect, offer or propose to effect, or announce any intention to effect or cause (A) any tender or exchange offer, merger or other business combination involving the Company or its subsidiaries or assets constituting a significant portion of the consolidated assets of the Company and its subsidiaries, (B) any recapitalization, restructuring, liquidation or dissolution with respect to the Company or any of its subsidiaries, or (C) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consent to vote any voting securities of the Company or any of its subsidiaries; (iii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any person or entity in respect of any such securities (other than affiliates of the Investor); (iv) take any action that would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in (i)—(iv) above; or (v) enter into any discussions or arrangements with any third party with respect to any of the foregoing; provided, however, that the foregoing shall not restrict the ability of the Investor Group Nominee from exercising his or her fiduciary duties.

Standstill Restrictions. The Investor agrees that during the lesser of (a) the one year period following the date upon which the Investor Group no longer has an Investor Group Nominee serving on the Board, or (b) the three year period following the Closing Date (the “Restricted Period”), unless otherwise agreed to in writing by the Company, the Investor will not, directly or indirectly: (i) seek representation on the Board other than as provided in Section 3.3 above; (ii) effect, offer or propose to effect, or announce any intention to effect or cause (A) any tender or exchange offer, merger or other business combination involving the Company or its subsidiaries or assets constituting a significant portion of the consolidated assets of the Company and its subsidiaries, (B) any recapitalization, restructuring, liquidation or dissolution with respect to the Company or any of its subsidiaries, or (C) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consent to vote any voting securities of the Company or any of its subsidiaries; (iii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any person or entity in respect of any such securities (other than affiliates of the Investor); (iv) take any action that would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in (i)—(ivi) - (iv) above; or (v) enter into any discussions or arrangements with any third party with respect to any of the foregoing; provided, however, that the foregoing shall not restrict the ability of the Investor Group Nominee from exercising his or her fiduciary duties.