Common use of Proxy Solicitations Clause in Contracts

Proxy Solicitations. During the Standstill Period, without the express prior written approval of the Company, Stockholder shall not: (a) solicit proxies or initiate, propose or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act), in opposition to any matter that has been recommended by a majority of the Directors or seek to advise, encourage or influence any individual, firm, corporation, partnership or other entity (a "PERSON") with respect to the voting of or giving of consent with respect to Securities in such manner, or induce or attempt to induce any Person to initiate any stockholder proposal. Notwithstanding the foregoing, and except for any matter governed by Section 2.2 of this Agreement, Stockholder has the right to solicit proxies, propose or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the solicitation by any third party on any matter (an "OPPOSITION SOLICITATION"); (b) execute any written consent in lieu of a meeting of holders of the Common Shares except a written consent solicited by or on behalf of the Board; or (c) induce any other Person to initiate, propose or become a "participant" in a "solicitation" in opposition to any matter that has been recommended by a majority of the Directors or in support of any stockholder proposal relating to the Company, as described in Rule 14a-8 under the Exchange Act.