Common use of Standstill Arrangements Clause in Contracts

Standstill Arrangements. The Stockholder agrees that, during the period from the date of this Agreement through July 13, 2008 (the “Standstill Period”), neither he nor any of his Affiliates or Associates will, without the written consent of Arbinet, directly or indirectly, solicit, request, advise, assist or encourage others (other than exercising his rights to vote his Shares at an annual or special meeting of the stockholders of Arbinet, in each instance in compliance with the terms of this Agreement), to (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer of propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or assets of Arbinet or any of its subsidiaries; (ii) any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consent to vote any voting securities of Arbinet; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act); (c) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of Arbinet; (d) nominate any persons as a director of Arbinet, or propose any matter to be voted on by stockholders of Arbinet; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing. The Stockholder also agrees during the Standstill Period not to request Arbinet (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).

Standstill Arrangements. The Stockholder Each of the ▇▇▇▇▇▇ Entities agrees that, during the period from the date of this Agreement through July 13, 2008 the date which is ten days after the date of the 2003 Meeting (the “Standstill Period”), neither he it nor any of his its Affiliates or Associates will, without the written consent of ArbinetFairMarket, directly or indirectly, solicit, request, advise, assist or encourage others to: (other than exercising his rights a) except to the extent otherwise explicitly contemplated by this Agreement, solicit proxies or written consents of stockholders with respect to Common Stock under any circumstances, or make, or in any way participate in, any “solicitation” of any “proxy” to vote his Shares any shares of Common Stock, or become a “participant” in any contested solicitation for the election of directors with respect to FairMarket (as such terms are defined or used in Rules 14a-1 and Item 4 of Schedule 14A under the Exchange Act), or seek to advise or influence any person with respect to the voting, holding or disposition of any shares of Common Stock; (b) seek to make, or make, a stockholder proposal at an annual or special any meeting of the stockholders of Arbinet, in each instance in compliance with the terms FairMarket or make a request for a list of this Agreement), to FairMarket’s stockholders; (ac) effect or seek, offer or propose (whether publicly or otherwise) to effectdisclose, or cause or participate in facilitate the public disclosure (including by disclosure to any journalist or other representative of media) of, any request, or otherwise seek (in any way assist any other person to effect or seek, offer of propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or assets of Arbinet or any of its subsidiaries; (ii) any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consent to vote any voting securities of Arbinet; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act); (c) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of Arbinet; (d) nominate any persons as a director of Arbinet, or propose any matter to be voted on manner that would require public disclosure by stockholders of Arbinet; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing. The Stockholder also agrees during the Standstill Period not to request Arbinet (▇▇▇▇▇▇ Entities or its directors, officers, employees Affiliates or agentsAssociates), directly to obtain any waiver or indirectlyconsent under, to amend or waive any amendment of, any provision of this paragraph (including this sentence)Agreement.