Common use of Standstill Provision Clause in Contracts

Standstill Provision. (a) Prior to March 25, 2010, Purchaser shall not, without the prior written consent of the Board of Directors (excluding directors who are Purchasers or Affiliates of Purchaser): (i) directly or indirectly acquire or assist, advise or encourage any other person in acquiring by purchase, tender offer or otherwise, beneficial ownership of more than 24.9% of the issued and outstanding Shares (on a fully diluted basis); (ii) enter into any voting trust or other agreement (except as provided herein) with respect to voting any Shares directly or beneficially owned by Purchaser in any nomination to the Board of Directors; (iii) make any public announcement with respect to, or submit a proposal for, or offer of, any extraordinary transaction involving the Company or any of its securities or assets; or (iv) join with any group, company, association, syndicate or other entity or organization, formal or informal, for the purpose of voting any Shares or otherwise controlling or exerting a controlling influence over the Company (except, if Purchaser is a director, in his capacity as a director of the Company). (b) Prior to March 25, 2010, Purchaser shall not engage, directly or indirectly, in the solicitation of proxies, including the solicitation of written consents, or become a participant in any election contest or any other matter in opposition to the recommendation of the Board of Directors with respect to any matter submitted to a vote of the shareholders of the Company. (c) While the restrictions of Section 5.2(a) remain in effect, Purchaser shall not, without the prior written consent of the Board of Directors (excluding directors who are Purchasers or Affiliates of Purchaser), sell any Subject Shares to any Person if such Person would beneficially own more than 10 % of the Shares outstanding immediately after such sale (except (i) to a director of the Company, (ii) to an Affiliate of the Purchaser or (iii) in a "brokers' transaction" within the meaning of Section 4(4) of the Act or in transactions with a "market maker" as that term is defined in Section 3(a)(38) of the Exchange Act). The foregoing provisions of this paragraph shall not apply to the sale of Subject Shares to the underwriter(s) as part of a registered public offering of Shares held by Purchaser or to any sale or exchange in response to a tender or exchange offer made by a Person who is not an Affiliate of the Purchaser and not acting on Purchaser's behalf. (d) All the provisions of this Section 5.2 shall survive the Closing.

Standstill Provision. (a) Prior to March 25September 29, 20102011, Purchaser Concordia shall not, without the prior written consent of the Board of Directors (excluding directors who are Purchasers or Affiliates of Purchaser): Concordia), except as set forth in Section 5.4: (i) directly or indirectly acquire or assist, advise or encourage any other person in acquiring by purchase, tender offer or otherwise, beneficial ownership of more than 24.910 % of the Company’s issued and outstanding Shares common stock (on a fully diluted basis); (ii) enter into any voting trust or other agreement (except as provided herein) with respect to voting any Shares Company common stock directly or beneficially owned by Purchaser Concordia in any nomination to the Board of Directors; (iii) make any public announcement with respect to, or submit a proposal for, or offer of, any extraordinary transaction involving the Company or any of its securities or assets; or (iv) join with any group, company, association, syndicate or other entity or organization, formal or informal, for the purpose of voting any Shares Company common stock or otherwise controlling or exerting a controlling influence over the Company (except, if Purchaser is a director, in his capacity as a director of the Company). (b) Prior to March 25September 29, 2010, Purchaser Concordia shall not engage, directly or indirectly, in the solicitation of proxies, including the solicitation of written consents, or become a participant in any election contest or any other matter in opposition to the recommendation of the Board of Directors with respect to any matter submitted to a vote of the shareholders of the Company. (c) While the restrictions of Section 5.2(a) remain in effect, Purchaser Concordia shall not, without the prior written consent of the Board of Directors (excluding directors who are Purchasers or Affiliates of PurchaserConcordia), sell any Subject Shares or Common Shares, either (i) in block transactions representing, in the case of the Subject Shares on a converted basis, more than 3 % of the common shares outstanding as of the date of sale, or (ii) to any Person if such Person would beneficially own more than 10 % of the Shares Company’s common stock outstanding immediately after such sale (except (i) to a director of the Company, (ii) to an Affiliate of the Purchaser or (iii) in a "“brokers' ’ transaction" ” within the meaning of Section 4(4) of the Act or in transactions with a "“market maker" ” as that term is defined in Section 3(a)(38) of the Exchange Act). The foregoing provisions of this paragraph shall not apply to the sale of Subject Shares or Common Shares to the underwriter(s) as part of a registered public offering of Shares shares held by Purchaser Concordia or to any sale or exchange in response to a tender or exchange offer made by a Person who is not an Affiliate of the Purchaser Concordia and not acting on Purchaser's Concordia’s behalf. (d) All the provisions of this Section 5.2 shall survive the Closing.

Standstill Provision. (a) Prior to March 25, 2010, Purchaser shall not, without the prior written consent of the Board of Directors (excluding directors who are Purchasers or Affiliates of Purchaser): (i) directly or indirectly acquire or assist, advise or encourage any other person in acquiring by purchase, tender offer or otherwise, beneficial ownership of more than 24.910 % of the issued and outstanding Shares (on a fully diluted basis); (ii) enter into any voting trust or other agreement (except as provided herein) with respect to voting any Shares directly or beneficially owned by Purchaser in any nomination to the Board of Directors; (iii) make any public announcement with respect to, or submit a proposal for, or offer of, any extraordinary transaction involving the Company or any of its securities or assets; or (iv) join with any group, company, association, syndicate or other entity or organization, formal or informal, for the purpose of voting any Shares or otherwise controlling or exerting a controlling influence over the Company (except, if Purchaser is a director, in his capacity as a director of the Company). (b) Prior to March 25, 2010, Purchaser shall not engage, directly or indirectly, in the solicitation of proxies, including the solicitation of written consents, or become a participant in any election contest or any other matter in opposition to the recommendation of the Board of Directors with respect to any matter submitted to a vote of the shareholders of the Company. (c) While the restrictions of Section 5.2(a) remain in effect, Purchaser shall not, without the prior written consent of the Board of Directors (excluding directors who are Purchasers or Affiliates of Purchaser), sell any Subject Shares, either (i) in block transactions of more than 1 % of the Shares outstanding as of the date of sale, or (ii) to any Person if such Person would beneficially own more than 10 % of the Shares outstanding immediately after such sale (except (i) to a director of the Company, (ii) to an Affiliate of the Purchaser or (iii) in a "brokers' ’ transaction" within the meaning of Section 4(4) of the Act or in transactions with a "market maker" as that term is defined in Section 3(a)(38) of the Exchange Act). The foregoing provisions of this paragraph shall not apply to the sale of Subject Shares to the underwriter(s) as part of a registered public offering of Shares held by Purchaser or to any sale or exchange in response to a tender or exchange offer made by a Person who is not an Affiliate of the Purchaser and not acting on Purchaser's ’s behalf. (d) All the provisions of this Section 5.2 shall survive the Closing.

Standstill Provision. (a) Prior to March July 25, 20102002, Purchaser shall not, without the prior written consent approval of a majority of the Board of Directors (excluding directors who are Purchasers or Affiliates of Purchaser): (i) directly or indirectly acquire or assist, advise or encourage any other person in acquiring by purchase, tender offer or otherwise, beneficial ownership of more than 24.915 % of the issued and outstanding Shares (on a fully diluted basis); (ii) enter into any voting trust or other agreement (except as provided herein) with respect to voting any Shares directly or beneficially owned by Purchaser in any nomination to the Board of Directors; (iii) make any public announcement with respect to, or submit a proposal for, or offer of, any extraordinary transaction involving the Company or any of its securities or assetsPurchaser; or (iviii) join with any group, company, association, syndicate or other entity or organization, formal or informal, for the purpose of voting any Shares or otherwise controlling or exerting a controlling influence over the Company (except, if Purchaser is a director, in his capacity as a director of the Company). (b) Prior to March July 25, 20102002, Purchaser shall not engage, directly or indirectly, in the solicitation of proxies, including the solicitation of written consents, or become a participant in any election contest or any other matter in opposition to the recommendation of the Board of Directors with respect to any matter submitted to a vote of the shareholders of the Company. (c) While the restrictions of Section 5.2(a) remain in effect, Purchaser shall not, without the prior written consent approval of a majority of the Board of Directors (excluding directors who are Purchasers or Affiliates of Purchaser), sell any Subject Shares, either (i) in block transactions of more than 1 % of the Shares outstanding as of the date of sale, or (ii) to any Person if such Person would beneficially own more than 10 % of the Shares outstanding immediately after such sale (except (i) to a director of the Company, (ii) to an Affiliate of the Purchaser or (iii) in a "brokers' transaction" within the meaning of Section 4(4) of the Act or in transactions with a "market maker" as that term is defined in Section 3(a)(38) of the Exchange Act). The foregoing provisions of this paragraph shall not apply to the sale of Subject Shares to the underwriter(s) as part of a registered public offering of Shares held by Purchaser or to any sale or exchange in response to a tender or exchange offer made by a Person who is not an Affiliate of the Purchaser and not acting on Purchaser's behalf. (d) All the provisions of this Section 5.2 shall survive the Closing.