Common use of Principal Holder Lock-Up and Standstill Clause in Contracts

Principal Holder Lock-Up and Standstill. (a) Each of the Principal Holders, NM and DM agrees that, during the Lock-Up Period and thereafter until the expiration of six (6) months after the later to occur of (i) the termination of the right to nominate a director under Section 4 or (ii) the cessation by the Board Nominee of his membership on the Board, without the prior approval of a majority of the members of the Board (other than the Board Nominee): (i) it will not and will not enter into any Contract to, and will not permit any of its controlled Affiliates or Related Parties to or to enter into any Contract to, offer to purchase or sell, purchase or sell, grant or acquire any option, right or warrant to purchase or sell, borrow or lend, pledge or hypothecate, or otherwise acquire or Transfer, directly or indirectly, any of the Shares, any other shares of Common Stock or any other securities of the Company (including securities convertible into or exercisable or exchangeable for shares of Common Stock or options, warrants or rights to acquire any shares of Common Stock); (ii) it will not enter into, and will not permit any of its controlled Affiliates or Related Parties to enter into, any economic or voting derivative, swap or other arrangement, transaction or Contract (A) that transfers to or acquires from any other Person, in whole or in part, any of the voting rights or economic consequences of ownership of any of the Shares, any other shares of Common Stock or any other securities of the Company (including securities convertible into or exercisable or exchangeable for shares of Common Stock or options, warrants or rights to acquire any shares of Common Stock) or (B) the value of which is measured or determined, in whole or in part, by or with respect to the value of the Shares, any other shares of Common Stock or any other securities (including options, warrants, rights or rights to acquire any shares of Common Stock or other securities) of the Company; in each case, regardless of whether settled by delivery of any of the Shares, any other shares of Common Stock, any other securities (including options, warrants, rights or rights to acquire any shares of Common Stock or other securities) of the Company, in cash or otherwise. (b) Each of the Principal Holders, NM and DM agrees that, during the Lock-Up Period and thereafter until the expiration of six (6) months after the later to occur of (i) the termination of the right to nominate a director under Section 4 or (ii) the cessation by the Board Nominee of his membership on the Board, without the prior approval of a majority of the members of the Board (other than the Board Nominee), it will not, and will not permit any of its controlled Affiliates or Related Parties to, directly or indirectly: (i) initiate, make or participate in any way in any “solicitation” of “proxies” within the meaning of the Exchange Act (including solicitation of written consents) to vote (or give written consent with respect to) any equity or debt securities of the Company or any of its Subsidiaries or any loans, credit facilities or other debt instruments of the Company or any of its Subsidiaries; (ii) advise or influence any Person (other than a Related Party) with respect to the voting (including execution or delivery of written consents) of any equity or debt securities of the Company or any of its Subsidiaries or any loans, credit facilities or other debt instruments of the Company or any of its Subsidiaries or to withhold votes or abstain from voting (including non-execution or non-delivery of written consents) of any equity or debt securities of the Company or any of its Subsidiaries or any loans, credit facilities or other debt instruments of the Company or any of its Subsidiaries; (iii) take any action to change, control or influence the management (including the composition of the Board) or policies of the Company (except in connection with the exercise of the fiduciary duties of the Board Nominee if he is then serving as a member of the Board) or to obtain representation on the Board (except as contemplated under Section 4); (iv) make any public announcement with respect to, submit a public proposal for or make any public offer (with or without conditions) as to any Extraordinary Transaction involving the Company, any of its Subsidiaries or any of its or their securities or assets; (v) seek to take any action relating to, form, join, assist, encourage or participate in any way in a “group” within the meaning of Section 13(d)(3) of the Exchange Act in connection with, or directly or indirectly assist or encourage any other Person to take any action relating to any of the foregoing; (vi) enter into or engage in any discussions, negotiations, understandings, arrangements or Contracts with any other Person regarding any of the foregoing; or (vii) take or seek to take any action that would require the Company under applicable Laws, due to fiduciary duties, or otherwise to make any public announcement relating to any of the foregoing or any such Extraordinary Transaction. The provisions of this Section 2.3(b) shall terminate upon termination of the CG Merger Agreement without the consummation of the Closing thereunder. (c) Each of the Principal Holders, NM and DM agrees that, during the Lock-Up Period and thereafter until the expiration of six (6) months after the later to occur of (i) the termination of the right to nominate a director under Section 4 or (ii) the cessation by the Board Nominee of his membership on the Board, it will and will use reasonable efforts to cause all of its controlled Affiliates and Related Parties to promptly advise the Board of any inquiry, offer or proposal made to any of them of which it becomes aware with respect to any of the matters described in Section 2.3(b). The provisions of this Section 2.3(c) shall terminate upon termination of the CG Merger Agreement without the consummation of the Closing thereunder. (d) The provisions of this Section 2.3 shall terminate in the event: (i) of a Change in Control (provided, however, that, for purposes of this Section 2.3(d) only, the percentage thresholds in clause (a) and (b) of the definition of Change in Control shall be 50% (and not 35%)); (ii) of the Bankruptcy of the Company or any of its Significant Subsidiaries; (iii) of a Company Default Event; or (iv) the Common Stock shall have become delisted from or suspended from trading on the New York Stock Exchange (other than in connection with the relisting of Common Stock on another national or international exchange). (e) The provisions of Section 2.3(a) shall terminate in the event the Principal Holders, NM and DM, and their Related Parties shall have Transferred 90% of the Shares owned by them to Persons other than Related Parties, provided that such Transferors have otherwise complied in all material respects with their obligations under this Agreement.