Common use of Standstill Restriction Clause in Contracts

Standstill Restriction. During the Standstill Period, (x) the Investor Stockholder shall not, directly or indirectly, and (y) the Investor Stockholder shall cause its Standstill Parties directly or indirectly not to, in each case without the prior written consent of, or waiver by, the Company: (i) subject to Section 3(b), acquire, offer or seek to acquire or agree to acquire, by purchase or otherwise, any Company Shares or direct or indirect rights to acquire any Company Shares or any securities convertible into, or exercisable or exchangeable for, Company Shares (unless such transaction is approved or affirmatively recommended by the Board); (ii) offer, or seek to acquire, or participate in any acquisition of assets or business of the Company and its subsidiaries; (iii) make any public announcement or public offer with respect to any acquisition, merger, business combination, recapitalization, reorganization or other similar extraordinary transaction involving the Company or any of its subsidiaries (unless such transaction is approved or affirmatively recommended by the Board); (iv) conduct, fund or otherwise become a participant in any “tender offer” (as such term is used in Regulation 14D under the Exchange Act) involving Company Shares or any securities convertible into, or exercisable or exchangeable for, Company Shares, in each case not approved by the Board; (v) otherwise act in concert with others to seek to control or influence the management or policies of the Company or its subsidiaries; provided that nothing in this Section 3(a) shall restrict the Investor Stockholder from voting (including by written consent) in accordance with Section 4 (including voting on any Excluded Matter in its sole discretion); (vi) make or participate in (or knowingly encourage) any “solicitation” of “proxies” (as such terms are defined in Regulation 14A as promulgated by the SEC), or otherwise knowingly advise or influence any Person with respect to the voting of any securities of the Company or its subsidiaries; (vii) call or seek to call a meeting of stockholders of the Company or initiate a stockholder proposal or meeting agenda item for action of the Company’s stockholders, or seek election or appointment to or to place a representative on the Board or seek the removal of any Director from the Board; (viii) form, join, become a member or otherwise participate in a Group (other than with any of its Group Members) with respect to the voting securities of the Company or any of its subsidiaries; (ix) deposit any Company Shares in a voting trust or similar contract or subject any Company Shares to any voting agreement, pooling arrangement or similar arrangement or contract, or grant any proxy with respect to any Company Shares (in each case, other than (A) in accordance with Section 4 or (B) otherwise to the Company or a Person specified by the Company in a proxy card (paper or electronic) provided to stockholders of the Company by or on behalf of the Company); (x) publicly make any proposal or publicly disclose any plan, or cause or direct any of their directors, officers, employees or agents to publicly make any proposal or publicly disclose any plan on their behalf, inconsistent with the foregoing restrictions; (xi) knowingly take any action or cause or direct any of their directors, officers, employees or agents to take any action on their behalf, that would reasonably be expected to require the Company or any of its subsidiaries to publicly disclose any of the foregoing actions or the possibility of a business combination, merger or other type of transaction or matter described in this Section 3(a); (xii) knowingly advise, assist, arrange or otherwise enter into any discussions or arrangements with any third party in furtherance of any of the foregoing; or (xiii) directly or indirectly, contest the validity of any provision of this Section 3(a) (including this subclause) (whether by legal action or otherwise).

Standstill Restriction. During the Standstill Period, (x) the Investor Stockholder Stockholders (other than the CPPIB Stockholders) shall not, directly or indirectly, and (y) the Investor Stockholder Stockholders (including, for clarity, the CPPIB Stockholders) shall cause its their applicable Standstill Parties directly or indirectly not to, in each case without the prior written consent of, or waiver by, the Company: (i) subject to Section 3(b4(b), acquire, offer or seek to acquire or agree to acquire, by purchase or otherwise, any Company Purchaser Shares or direct or indirect rights to acquire any Company Purchaser Shares or any securities convertible into, or exercisable or exchangeable for, Company Purchaser Shares (unless such transaction is approved or affirmatively recommended by the Board); (ii) offer, or seek to acquire, or participate in any acquisition of assets or business of the Company and its subsidiaries; (iii) make any public announcement or public offer with respect to any acquisition, merger, business combination, recapitalization, reorganization or other similar extraordinary transaction involving the Company or any of its subsidiaries (unless such transaction is approved or affirmatively recommended by the Board); (iv) conduct, fund or otherwise become a participant in any “tender offer” (as such term is used in Regulation 14D under the Exchange Act) involving Company Purchaser Shares or any securities convertible into, or exercisable or exchangeable for, Company Purchaser Shares, in each case not approved by the Board; (v) otherwise act in concert with others to seek to control or influence the management or policies of the Company or its subsidiaries; provided that nothing in this Section 3(a4(a) shall preclude any Investor Director from engaging in any activities in his or her capacity as such designated director or prohibit or restrict the any Investor Stockholder from voting (including by written consent) in accordance with Section 4 5 (including voting on any Excluded Matter in its sole discretion); (vi) make or participate in (or knowingly encourage) any “solicitation” of “proxies” (as such terms are defined in Regulation 14A as promulgated by the SEC), or otherwise knowingly advise or influence any Person with respect to the voting of any securities of the Company or its subsidiaries; (vii) call or seek to call a meeting of stockholders of the Company or initiate a stockholder proposal or meeting agenda item for action of the Company’s stockholders, or or, except as contemplated by Section 2, seek election or appointment to or to place a representative on the Board or seek the removal of any Director from the Board; (viii) form, join, become a member or otherwise participate in a Group (other than with any of its Group MembersMembers or any other Investor Stockholder) with respect to the voting securities of the Company or any of its subsidiaries; (ix) deposit any Company Purchaser Shares in a voting trust or similar contract or subject any Company Purchaser Shares to any voting agreement, pooling arrangement or similar arrangement or contract, or grant any proxy with respect to any Company Purchaser Shares (in each case, other than (A) in accordance with Section 4 5 or (B) otherwise to the Company or a Person specified by the Company in a proxy card (paper or electronic) provided to stockholders of the Company by or on behalf of the Company); (x) publicly make any proposal or publicly disclose any plan, or cause or direct any of their directors, officers, employees or agents to publicly make any proposal or publicly disclose any plan on their behalf, inconsistent with the foregoing restrictions; (xi) knowingly take any action or cause or direct any of their directors, officers, employees or agents to take any action on their behalf, that would reasonably be expected to require the Company or any of its subsidiaries to publicly disclose any of the foregoing actions or the possibility of a business combination, merger or other type of transaction or matter described in this Section 3(a4(a); (xii) knowingly advise, assist, arrange or otherwise enter into any discussions or arrangements with any third party in furtherance of any of the foregoing; or (xiii) directly or indirectly, contest the validity of any provision of this Section 3(a4(a) (including this subclause) (whether by legal action or otherwise).