Common use of Standstill Restrictions Clause in Contracts

Standstill Restrictions. (a) During the period commencing on the date of this Agreement and terminating on the earlier of (i) the first day after the Deadline and (ii) the failure of the Nominating and Governance Committee to confirm by the date specified in the last sentence of Section 2.2 that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders, the ▇▇▇▇▇▇▇▇ Group covenants and agrees that it shall not, and shall not permit any of its Affiliates to, either individually or as part of a Group, directly or indirectly: (i) acquire or obtain any economic interest in, any right to direct the voting or disposition of or any other right with respect to, the Common Stock of the Company (directly or by means of any Derivative Securities) (except (x) to the extent issued by the Company in respect of its shares of capital stock to all existing shareholders and (y) the acquisition by the ▇▇▇▇▇▇▇▇ Group, in compliance with applicable securities laws, of additional shares of (or economic interest in) Common Stock following the date hereof, provided that at no time shall the ▇▇▇▇▇▇▇▇ Group or any of its Affiliates collectively beneficially own (or have an economic interest) in excess of the Permitted Amount)), in each case, whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect to any Person, any rights, options, warrants or other securities convertible into or exchangeable for the Common Stock of the Company, or any obligations measured by the price or value of the Common Stock of the Company, including without limitation any swaps or other derivative arrangements;

Standstill Restrictions. (a) During the period commencing on the date of this Agreement From and terminating on the earlier of (i) the first day after the Deadline and (ii) Initial Closing Date until the failure later of the Nominating and Governance Committee to confirm by the date specified in the last sentence of Section 2.2 that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders, the ▇▇▇▇▇▇▇▇ Group covenants and agrees that it shall not, and shall not permit any of its Affiliates to, either individually or as part of a Group, directly or indirectly: (i) acquire or obtain any economic interest in, any right to direct the voting or disposition of or any other right with respect to, the Common Stock of the Company (directly or by means of any Derivative Securities) (except (x) to the extent issued by three (3) year anniversary of the Company in respect of its shares of capital stock to all existing shareholders Initial Closing Date and (y) the acquisition one (1) year anniversary of the date on which the Holder shall cease to own at least 50% of the Shares (the “Standstill Period”), each Stockholder shall not, and such Stockholder shall cause its controlled Affiliates and Investor Parent and each of its controlled Affiliates not to, directly or indirectly, alone or in concert with any other person, except as expressly set forth in this Section 7.1 (and excluding Securities beneficially owned by third parties unaffiliated to the Holder which are managed by Investor Parent and its controlled Affiliates; provided, that such persons with investment authority for such Securities do not receive any Confidential Information (as defined in the Investment Agreement) from the Holder): (1) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of any Securities, other than (x) the Registrable Securities and (y) the Additional Shares; (2) publicly propose, offer or participate in any effort to acquire the Company or any of its Subsidiaries or any assets or operations of the Company or any of its Subsidiaries; (3) knowingly induce or attempt to induce any third party to propose, offer or participate in any effort to acquire beneficial ownership of voting Securities (other than the Shares as and to the extent permitted in accordance with ARTICLE III); (4) publicly propose, offer or participate in any tender offer, exchange offer, merger, acquisition, share exchange or other business combination or Change of Control transaction involving the Company or any of its subsidiaries, or any recapitalization, restructuring, liquidation, disposition, dissolution or other extraordinary transaction involving the Company, any of its subsidiaries or any material portion of their businesses; (5) seek to call, request the call of, or call a special meeting of the stockholders of the Company, or make or seek to make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the stockholders of the Company or in connection with any action by consent in lieu of a meeting, or make a request for a list of the Company’s stockholders, or seek election to the Board or seek to place a representative on the Board, or seek the removal of any director from the Board, other than the Holder Designees; (6) solicit proxies, designations or written consents of stockholders, or conduct any binding or nonbinding referendum with respect to voting Securities, or make or in any way participate in any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the ▇▇▇▇▇▇▇▇ GroupSEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any voting Securities with respect to any matter, or become a participant in any contested solicitation for the election of directors with respect to the Company (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder); (7) make or issue or cause to be made or issued any public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency) (A) in express support of any solicitation described in clause (6) above (other than solicitations on behalf of the Board) or (B) in express support of any matter described in clauses (4) or (5) above; (8) form, join, or in any other way participate in, a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the voting Securities, or deposit any voting Securities in a voting trust or similar arrangement, or subject any voting Securities to any voting agreement or pooling arrangement, or grant any proxy, designation or consent with respect to any voting Securities (other than to a designated representative of the Company pursuant to a proxy or consent solicitation on behalf of the Board), other than solely with other Stockholders or one or more Affiliates (other than portfolio or operating companies) of a Stockholder with respect to the Shares or other voting Securities acquired in compliance with applicable securities laws, of additional shares of (the Investment Agreement and this Agreement or economic interest in) Common Stock following to the date hereof, provided that at no time shall extent such a group may be deemed to result with the ▇▇▇▇▇▇▇▇ Group Company or any of its Affiliates collectively beneficially own as a result of this Agreement (it being understood that the holding by persons or have an economic interest) entities of voting Securities in excess accounts or through funds not managed or controlled by Investor Parent or any of its controlled Affiliates shall not give rise to a violation of this clause (8) solely by virtue of the Permitted Amount))fact that such persons or entities, in each caseaddition to holding such shares in such manner, whether are investors in funds and accounts managed by Investor Parent or not any of the foregoing its controlled Affiliates and, in their capacity as such, are or may be acquired or obtained immediately or only after deemed to be members of a “group” with the passage of time or upon the satisfaction of one or more conditions (whether or not Stockholders within the control meaning of Section 13(d)(3) of the Exchange Act with respect to the voting Securities; provided there does not exist as between such party) pursuant to persons or entities, on the one hand, and Investor Parent or any of its controlled Affiliates, on the other hand, any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect to any Personaction that would otherwise be prohibited by this Section 7.1); (9) seek in any manner to obtain any amendment, redemption, termination or waiver of any stockholder rights plan or similar agreement; or (10) publicly disclose, or knowingly cause the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency) of, any intent, purpose, plan or proposal to obtain any waiver, consent under, or amendment of, any of the provisions of this Section 7.1 or otherwise bring any action or otherwise act to contest the validity or enforceability of this Section 7.1. For purposes of this Section 7.1, a person shall not be a controlled Affiliate of a Stockholder or Investor Parent, respectively, unless the Stockholder or Investor Parent or their respective controlled Affiliates, as the case may be, has the power to vote the majority of the outstanding equity securities of such person or otherwise has the power to control the management and policies of such person (and provided that such person does not receive any Confidential Information (as defined in the Investment Agreement) from the Holder). (b) This Section 7.1 shall not, in any way, prevent, restrict, encumber or limit (i) the Stockholders and their Affiliates from (A) exercising their respective rights, optionsperforming their respective obligations or otherwise consummating the transactions contemplated by this Agreement and the Investment Agreement in accordance with the terms hereof and thereof, warrants (B) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition of the Company or any of its assets or operations by auction or other securities convertible sales process (each, a “Sales Process”), participating in such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated thereby, provided that the Stockholder and its Affiliates shall otherwise remain subject to the provisions of this Section 7.1 in all respects during and following the completion of the Sales Process, or (C) engaging in confidential discussions with the Board or any of its members regarding any of the matters described in this Section 7.1, provided that (x) the Stockholder and its Affiliates will not publicly disclose the existence of such discussions and (y) such discussions would not reasonably be expected to require either party to make any public disclosure unless approved by the Board, or (ii) any Holder Designee then serving as a director from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with the Company’s Certificate of Incorporation and By-Laws, all codes and policies of the Company and all laws, rules, regulations and codes of practice, in each case as may be applicable and in effect from time to time. (c) Notwithstanding anything to the contrary in this Agreement, this Section 7.1 shall be of no further force and effect with respect to a Holder in the event that (i) the Company shall enter into any agreement with a third party (including the Holder) providing for (A) a merger, (B) a tender or exchangeable exchange offer for the Common Stock at least a majority of then outstanding Securities of the Company, or any obligations measured by the price or value (C) a sale of at least a majority of the Common Stock consolidated assets of the CompanyCompany and its Subsidiaries (including equity securities of Subsidiaries) or equity securities of such other party in a single transaction or series of related transactions, including without limitation any swaps (D) a recapitalization or other derivative arrangements;transaction involving the Company that results in one person or group acquiring beneficial ownership of at least a majority of the Securities of the Company when aggregated with other Securities held by such person or group or (E) any other single transaction or series of related transactions that results in a Change of Control of the Company (any of the transactions referred to in the foregoing clauses (A) through (E), a “Change of Control Transaction”) or (ii) the Company shall publicly disclose that it is in discussions or negotiations with a third party with respect to a Change of Control Transaction.

Standstill Restrictions. (a) During From and after the period commencing on Closing Date until the later of (x) the three (3) year anniversary of the Closing Date and (y) the one (1) year anniversary of the date of this Agreement and terminating on which the earlier of (i) the first day after the Deadline and (ii) the failure Holder shall cease to own at least 50% of the Nominating and Governance Committee to confirm Class A Common Stock acquired by the date specified in Holder at Closing (the last sentence of Section 2.2 that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders“Standstill Period”), the ▇▇▇▇▇▇▇▇ Group covenants and agrees that it each Stockholder shall not, and shall not permit any cause Allianz Parent and each of its controlled Affiliates not to, either individually or as part of a Group, directly or indirectly: , alone or in concert with any other person, except as expressly set forth in this Section 7.1 (and excluding (i) Securities managed by Allianz Parent and its controlled Affiliates for the account of third parties in the ordinary course of business and (ii) Securities managed by third parties held in investment funds in which Allianz Parent and its controlled Affiliates are invested but without investment authority; provided, that, in the case of clause (i) and (ii), such persons with investment authority for such Securities do not receive any Confidential Information (as defined in the Investment Agreement)): (1) purchase or cause to be purchased or otherwise acquire or obtain any economic interest in, any right agree to direct the voting or disposition of or any other right with respect to, the Common Stock of the Company (directly or by means acquire beneficial ownership of any Derivative Securities) (except , other than (x) to the extent issued by the Company in respect of its shares of capital stock to all existing shareholders and Registrable Securities, (y) the acquisition Additional Shares and (z) shares of Series B Preferred Stock issuable upon the conversion of Series A Preferred Stock; (2) publicly propose, offer or participate in any effort to acquire the Company or any of its Subsidiaries or any assets or operations of the Company or any of its Subsidiaries; (3) knowingly induce or attempt to induce any third party to propose, offer or participate in any effort to acquire beneficial ownership of voting Securities (other than the Shares as and to the extent permitted in accordance with ARTICLE III); (4) publicly propose, offer or participate in any tender offer, exchange offer, merger, acquisition, share exchange or other business combination or Change of Control transaction involving the Company or any of its subsidiaries, or any recapitalization, restructuring, liquidation, disposition, dissolution or other extraordinary transaction involving the Company, any of its subsidiaries or any material portion of their businesses; (5) seek to call, request the call of, or call a special meeting of the stockholders of the Company, or make or seek to make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the stockholders of the Company or in connection with any action by consent in lieu of a meeting, or make a request for a list of the Company’s stockholders, or seek election to the Board or seek to place a representative on the Board (other than as expressly set forth in Section 2.1), or seek the removal of any director from the Board, other than the Holder Designees; (6) solicit proxies, designations or written consents of stockholders, or conduct any binding or nonbinding referendum with respect to voting Securities, or make or in any way participate in any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the ▇▇▇▇▇▇▇▇ GroupSEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any voting Securities with respect to any matter, or become a participant in any contested solicitation for the election of directors with respect to the Company (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder); (7) make or issue or cause to be made or issued any public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency) (A) in express support of any solicitation described in clause (6) above (other than solicitations on behalf of the Board) or (B) in express support of any matter described in clauses (4) or (5) above; (8) form, join, or in any other way participate in, a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the voting Securities, or deposit any voting Securities in a voting trust or similar arrangement, or subject any voting Securities to any voting agreement or pooling arrangement, or grant any proxy, designation or consent with respect to any voting Securities (other than to a designated representative of the Company pursuant to a proxy or consent solicitation on behalf of the Board), other than solely with other Stockholders or one or more Affiliates (other than portfolio or operating companies) of a Stockholder with respect to the Shares or other voting Securities acquired in compliance with applicable securities laws, of additional shares of (the Investment Agreement and this Agreement or economic interest in) Common Stock following to the date hereof, provided that at no time shall extent such a group may be deemed to result with the ▇▇▇▇▇▇▇▇ Group Company or any of its Affiliates collectively beneficially own as a result of this Agreement (it being understood that the holding by persons or have an economic interest) entities of voting Securities in excess accounts or through funds not managed or controlled by Allianz Parent or any of its controlled Affiliates shall not give rise to a violation of this clause (8) solely by virtue of the Permitted Amount))fact that such persons or entities, in each caseaddition to holding such shares in such manner, whether are investors in funds and accounts managed by Allianz Parent or not any of the foregoing its controlled Affiliates and, in their capacity as such, are or may be acquired or obtained immediately or only after deemed to be members of a “group” with the passage of time or upon the satisfaction of one or more conditions (whether or not Stockholders within the control meaning of Section 13(d)(3) of the Exchange Act with respect to the voting Securities; provided there does not exist as between such party) pursuant to persons or entities, on the one hand, and Allianz Parent or any of its controlled Affiliates, on the other hand, any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect to any Personaction that would otherwise be prohibited by this Section 7.1); (9) seek in any manner to obtain any amendment, redemption, termination or waiver of any stockholder rights plan or similar agreement; or (10) publicly disclose, or knowingly cause the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency) of, any intent, purpose, plan or proposal to obtain any waiver, consent under, or amendment of, any of the provisions of this Section 7.1 or otherwise bring any action or otherwise act to contest the validity or enforceability of this Section 7.1. (b) This Section 7.1 shall not, in any way, prevent, restrict, encumber or limit (i) the Stockholders and their Affiliates from (A) exercising their respective rights, optionsperforming their respective obligations or otherwise consummating the transactions contemplated by this Agreement in accordance with the terms hereof, warrants (B) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition of the Company or any of its assets or operations by auction or other securities convertible sales process (each, a “Sales Process”), participating in such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated thereby, provided that the Stockholder and its Affiliates shall otherwise remain subject to the provisions of this Section 7.1 in all respects during and following the completion of the Sales Process, or (C) engaging in confidential discussions with the Board or any of its members regarding any of the matters described in this Section 7.1, provided that (x) the Stockholder and its Affiliates will not publicly disclose the existence of such discussions and (y) such discussions would not reasonably be expected to require either party to make any public disclosure, or (ii) any Holder Designee then serving as a director from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with the Company’s Certificate of Incorporation and By-Laws, all codes and policies of the Company and all laws, rules, regulations and codes of practice, in each case as may be applicable and in effect from time to time. (c) Notwithstanding anything to the contrary in this Agreement, this Section 7.1 shall be of no further force and effect with respect to a Holder in the event that (i) the Company shall enter into any agreement with a third party (including the Holder) providing for (A) a merger, (B) a tender or exchangeable exchange offer for the Common Stock at least a majority of then outstanding Securities of the Company, or any obligations measured by the price or value (C) a sale of at least a majority of the Common Stock consolidated assets of the CompanyCompany and its Subsidiaries (including equity securities of Subsidiaries) or equity securities of such other party in a single transaction or series of related transactions, including without limitation any swaps (D) a recapitalization or other derivative arrangements;transaction involving the Company that results in one person or group acquiring beneficial ownership of at least a majority of the Securities of the Company when aggregated with other Securities held by such person or group or (E) any other single transaction or series of related transactions that results in a Change of Control of the Company (any of the transactions referred to in the foregoing clauses (A) through (E), a “Change of Control Transaction”) or (ii) the Company shall publicly disclose that it is in discussions or negotiations with a third party with respect to a Change of Control Transaction.

Standstill Restrictions. From and after the Closing Date until the later of (ax) During the period commencing on three (3) year anniversary of the Closing Date and (y) the one (1) year anniversary of the date of this Agreement and terminating on which the earlier of (i) the first day after the Deadline and (ii) the failure Holder shall cease to own at least 50% of the Nominating and Governance Committee to confirm Class A Common Stock acquired by the date specified in Holder at Closing (the last sentence of Section 2.2 that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders“Standstill Period”), the ▇▇▇▇▇▇▇▇ Group covenants and agrees that it each Stockholder shall not, and shall not permit any cause Allianz Parent and each of its controlled Affiliates not to, either individually or as part of a Group, directly or indirectly: , alone or in concert with any other person, except as expressly set forth in this Section 7.1 (and excluding (i) Securities managed by -30- Allianz Parent and its controlled Affiliates for the account of third parties in the ordinary course of business and (ii) Securities managed by third parties held in investment funds in which Allianz Parent and its controlled Affiliates are invested but without investment authority; provided, that, in the case of clauses (i) and (ii), such persons with investment authority for such Securities do not receive any Confidential Information (as defined in the Investment Agreement)): (1) purchase or cause to be purchased or otherwise acquire or obtain any economic interest in, any right agree to direct the voting or disposition of or any other right with respect to, the Common Stock of the Company (directly or by means acquire beneficial ownership of any Derivative Securities) (except , other than (x) to the extent issued by the Company in respect of its shares of capital stock to all existing shareholders Registrable Securities and (y) the acquisition by Additional Shares; (2) publicly propose, offer or participate in any effort to acquire the ▇▇▇▇▇▇▇▇ Group, in compliance with applicable securities laws, of additional shares of (or economic interest in) Common Stock following the date hereof, provided that at no time shall the ▇▇▇▇▇▇▇▇ Group Company or any of its Affiliates collectively beneficially own (Subsidiaries or have an economic interest) in excess any assets or operations of the Permitted Amount)), in each case, whether Company or not any of its Subsidiaries; (3) knowingly induce or attempt to induce any third party to propose, offer or participate in any effort to acquire beneficial ownership of voting Securities (other than the foregoing may be acquired Shares as and to the extent permitted in accordance with ARTICLE III); (4) publicly propose, offer or obtained immediately participate in any tender offer, exchange offer, merger, acquisition, share exchange or only after other business combination or Change of Control transaction involving the passage of time Company or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of its subsidiaries, or any recapitalization, restructuring, liquidation, disposition, dissolution or other extraordinary transaction involving the foregoing would give rise Company, any of its subsidiaries or any material portion of their businesses; (5) seek to “beneficial ownership” (as such term is used in Rule 13d-3 call, request the call of, or call a special meeting of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect to any Person, any rights, options, warrants or other securities convertible into or exchangeable for the Common Stock stockholders of the Company, or make or seek to make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any obligations measured by the price or value meeting of the Common Stock stockholders of the Company or in connection with any action by consent in lieu of a meeting, or make a request for a list of the Company’s stockholders, or seek election to the Board or seek to place a representative on the Board (other than as expressly set forth in Section 2.1), or seek the removal of any director from the Board, other than the Holder Designees; (6) solicit proxies, designations or written consents of stockholders, or conduct any binding or nonbinding referendum with respect to voting Securities, or make or in any way participate in any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any voting Securities with respect to any matter, or become a participant in any contested solicitation for the election of directors with respect to the Company (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder); (7) make or issue or cause to be made or issued any public disclosure (including without limitation the filing of any swaps document or report with the SEC or any other derivative arrangements;governmental agency) (A) in express support of any solicitation described in clause

Standstill Restrictions. (a) During the period commencing on the date term of this Agreement Agreement, Reliance and terminating on the earlier of (i) the first day after the Deadline RIC covenant and (ii) the failure of the Nominating agree that Reliance and Governance Committee to confirm by the date specified in the last sentence of Section 2.2 that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders, the ▇▇▇▇▇▇▇▇ Group covenants and agrees that it RIC shall not, and shall not permit any of its their Affiliates to, either individually or as part of a Group, directly or indirectly: (i) acquire or obtain any economic interest in, any right to direct exceed the voting or disposition of or any Standstill Percentage (other right with respect to, the Common Stock of the Company (directly or by means than as a result of any Derivative Securitiesstock purchases or repurchases by LandAmerica) or otherwise acquire (except other than acquisitions (x) pursuant to the extent issued or contemplated by the Company in respect Stock Purchase Agreement, including without limitation the conversion of its shares of capital stock to all existing shareholders and the Series B Preferred Stock, or (y) the acquisition resulting from corporate action taken by the ▇▇▇▇▇▇▇▇ Group, in compliance Board of Directors with applicable securities laws, respect to any pro rata distribution of additional shares of Common Stock in connection with any stock split, stock dividend, recapitalization, reclassification or similar transaction), propose to acquire (or economic interest in) publicly announce or otherwise disclose an intention to propose to acquire), offer to acquire, or agree to acquire any Common Stock following the date hereof, or Series B Preferred Stock; provided that at no time this Section 3.1(a)(i) shall the ▇▇▇▇▇▇▇▇ Group not apply to any acquisition (a) of options, Common Stock, warrants, rights or other securities convertible or exchangeable into Common Stock granted to any person, including without limitation RIC Directors, pursuant to any benefit plan of LandAmerica or any of its Affiliates collectively beneficially own or the exercise of any such option, warrant or right or conversion or exchange of any convertible or exchangeable security or (b) upon the exercise by RIC or its Affiliates of rights pursuant to the Rights Agreement but only to the extent that such acquisition does not cause an increase in the RIC Ownership Percentage above that which existed immediately prior to the rights becoming exercisable and provided that all of the shares of Common Stock so acquired upon the exercise of the rights shall be subject to all of the terms of this Agreement; (ii) propose (or have publicly announce or otherwise disclose an economic interest) in excess of the Permitted Amount)intention to propose), in each casesolicit, whether offer, seek to effect, negotiate with or not provide any confidential information relating to LandAmerica or its business to any other Person with respect to, any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving LandAmerica (other than (x) any of the foregoing that may be acquired approved by the Board of Directors or obtained immediately (y) in connection with any tender or only exchange offer in which the Board of Directors has (a) recommended that its shareholders accept such offer or (b) after ten (10) business days (as defined in Rule 14d-1 under the passage Exchange Act as in effect on the date of time or upon this Agreement) from the satisfaction date of one or more conditions (whether or not within the control commencement of such partyoffer, expressed no opinion, remained neutral, was unable to take a position or otherwise did not oppose or recommend that its shareholders reject such offer); provided that nothing set forth in this Section 3.1(a)(ii) pursuant shall prohibit RIC or its Affiliates from soliciting, offering, seeking to effect or negotiating with any Person with respect to Transfers of Common Stock or Series B Preferred Stock otherwise required or permitted by Article IV of this Agreement; provided further that in so soliciting, offering, seeking to effect or negotiating, neither RIC nor its Affiliates shall provide any confidential information relating to LandAmerica or its business to any agreementPerson except as required by applicable law, arrangement including without limitation Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, but only to the extent that any required disclosure of such confidential information has been preceded by notice to LandAmerica of the expected disclosure of such information and the execution of a confidentiality agreement by RIC (or understanding its Affiliates, as the case may be) and such Person in the form attached hereto as Exhibit B (whether such confidentiality agreement to be promptly forwarded to LandAmerica for its execution, which execution may be subsequent to the disclosure described in this proviso, provided that the failure of LandAmerica to so execute such confidentiality agreement shall in no way be construed to be a failure on the part of RIC (or not in writingits Affiliates, as the case may be) to fulfill its obligations under this Section 3.1(a)(ii) or otherwise to limit or affect the validity of such confidentiality agreement as between RIC (or its Affiliates, as the case may be) and whether such Person); (iii) make, or not in any way participate in, any "solicitation" of the foregoing would give rise "proxies" to “beneficial ownership” vote (as such term is used terms are defined in Rule 13d-3 of 14a-1 under the Exchange Act), and, in each case, whether solicit any consent or not communicate with or seek to advise or influence any of person or entity with respect to the foregoing is acquired or obtained by means of borrowing of securities, operation voting of any Derivative Security Common Stock or otherwise. For become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the purposes Exchange Act) with respect to LandAmerica; provided that nothing in this Section 3.1(a)(iii) shall apply to any deemed solicitation of this Agreementproxies by the RIC Directors that may result from such RIC Directors' position or status as a director of LandAmerica at the time of any general solicitation of proxies by the management of LandAmerica; (iv) form, the term “Derivative Securities” means, participate in or join any Person or Group with respect to any PersonCommon Stock or Series B Preferred Stock, or otherwise act in concert with any third Person for the purpose of (x) acquiring any Common Stock or Series B Preferred Stock or (y) holding or disposing of Common Stock or Series B Preferred Stock for any purpose prohibited by this Section 3.1(a); (v) except as specifically provided in the Stock Purchase Agreement or Section 3.2 below, deposit any Common Stock or Series B Preferred Stock into a voting trust or subject any Common Stock or Series B Preferred Stock to any arrangement or agreement with respect to the voting thereof; (vi) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal with respect to LandAmerica as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other Person to initiate, propose or otherwise solicit any such shareholder proposal; (vii) except as specifically provided in Article II of this Agreement and in the Series B Preferred Stock designation, seek election to or seek to place a representative on the Board of Directors, or seek the removal of any member of the Board of Directors (other than a RIC Director); (viii) except as specifically provided in the Series B Preferred Stock designation, call or seek to have called any meeting of the shareholders of LandAmerica for any purpose; (ix) except through the RIC Directors, and except as specifically provided in the Series B Preferred Stock designation, take any other action to seek to control, disrupt or influence the management or policies of LandAmerica; (x) except as specifically provided in the Series B Preferred Stock designation, demand, request or propose to amend, waive or terminate the provisions of this Section 3.1(a); or (xi) agree to do any of the foregoing, or advise, assist, encourage or persuade any third party to take any action with respect to any of the foregoing. (b) Reliance and RIC agree that they will notify LandAmerica promptly if any inquiries or proposals are received by, any rights, options, warrants or other securities convertible into or exchangeable for the Common Stock of the Companyinformation is exchanged with respect to, or any obligations measured negotiations or discussions are initiated or continued by or with, Reliance, RIC or any of their Affiliates regarding any matter described in Section 3.1(a) above (excluding the price first proviso of Section 3.1(a)(ii) above). RIC and LandAmerica shall mutually agree upon an appropriate response to be made to any such proposals received by Reliance, RIC or value any of their Affiliates. (c) Nothing contained in this Article III shall be deemed to restrict the manner in which the RIC Directors may participate in deliberations or discussions of the Common Stock Board of Directors or individual consultations with the Chairman of the CompanyBoard or any other members of the Board of Directors, including without limitation so long as such actions do not otherwise violate any swaps or other derivative arrangements;provision of Section 3.1(a) above.

Standstill Restrictions. (a) During From and after the period commencing on Closing Date until the date of this Agreement and terminating on the earlier later of (i) the first day after ten (10) year anniversary of the Deadline Closing Date and (ii) the failure three (3) year anniversary of the Nominating and Governance Committee date on which the Shareholders shall cease to confirm by the date specified Beneficially Own, in the last sentence aggregate, Voting Securities representing at least the Ownership Threshold, without the prior written consent of Section 2.2 that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholdersCompany, the ▇▇▇▇▇▇▇▇ Group covenants and agrees that it Cosmo Holding shall not, and Cosmo Holding shall not permit any cause each of its Affiliates not to, either individually or as part of a Group, directly or indirectly, alone or in concert with any other Person, except as otherwise expressly set forth in this Section 1: (i) a. acquire, offer to acquire or obtain agree to acquire Beneficial Ownership of any economic interest in, any right to direct the voting or disposition of Voting Securities or any other right with respect to, the Common Stock securities of the Company (directly or by means of any Derivative Securities) (except (x) to the extent issued by the Company in respect of its shares of capital stock to all existing shareholders and (y) the acquisition by the ▇▇▇▇▇▇▇▇ GroupSubsidiaries, in compliance with applicable securities laws, of additional shares of (or economic interest in) Common Stock following the date hereof, provided that at no time shall the ▇▇▇▇▇▇▇▇ Group or any of its Affiliates collectively beneficially own (or have an economic interest) in excess of the Permitted Amount)), in each case, whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect to any Person, any rights, options, warrants or other securities convertible into or exchangeable or exercisable for any Voting Securities or any other securities of the Company or its Subsidiaries, except in the case of the Shareholders only (A) pursuant to stock splits, reverse stock splits, stock dividends or distributions, combinations, reclassifications or any similar recapitalizations or (B) acquisitions or purchases of Voting Securities pursuant to and in accordance with Section 4.4 of the Shareholder’s Agreement; b. acquire, offer to acquire or agree to acquire any assets of the Company or any of its Subsidiaries that are material to the operations, financial condition or prospects of the Company and its Subsidiaries, taken as a whole; c. induce or attempt to induce any other Person to acquire or propose or offer to acquire Beneficial Ownership of Voting Securities (other than the Shareholder Shares as and to the extent permitted in accordance with Article V of the Shareholder’s Agreement); d. initiate or make a proposal for any scheme of arrangement, merger, tender, takeover or exchange offer, business combination, reorganization, restructuring, recapitalization or other extraordinary transaction that would, if consummated, result in a Change of Control with respect to the Company; e. seek the election, appointment or removal of any Directors (other than, in accordance with the terms of the Shareholder’s Agreement) or seek a change in the composition or size of the Board; f. except as otherwise required by applicable law, rule or regulation, make or cause to be made any press release or similar public announcement or public communication relating to the way a Shareholder intends to, or does, vote any Shareholder Shares at any meeting of the shareholders of the Company or in connection with any action by written consent at or in which Voting Securities are entitled to vote; g. deposit any Voting Securities into a voting trust or subject any Voting Securities to any proxy, arrangement or agreement with respect to the voting of such Voting Securities or other agreement having a similar effect (other than as recommended by the Board); h. initiate, propose or otherwise solicit shareholders for the Common Stock approval of any shareholder proposal or solicit proxies or consents, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote, or seek to influence any Person with respect to the voting of, any Voting Securities, or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date of the Shareholder’s Agreement, whether or not such regulation is applicable to the Company) with respect to any Voting Securities; i. publicly call or requisition a call for any general, special or extraordinary meeting of the Company’s shareholders; j. form, join or in any way participate in a Group with respect to any Voting Securities; k. make any public statement or disclosure inconsistent with the foregoing; l. assist, advise, induce or attempt to induce (or provide any confidential information of the Company or any of its Subsidiaries for the purpose of assisting, advising, inducing or attempting to induce) any other Person with respect to, or take any obligations measured by the price or value affirmative action to do, any of the Common Stock foregoing; or m. propose or seek an amendment or waiver of any of the Company, including without limitation any swaps provisions of this letter agreement or other derivative arrangements;of Section 4.1 of the Shareholder’s Agreement.

Standstill Restrictions. (a) During From and after the period commencing Closing Date until the later of (x) the ten (10) year anniversary of the Closing Date and (y) the three (3) year anniversary of the date on which the Shareholders shall cease to Beneficially Own, in the aggregate, Voting Securities representing at least the Ownership Threshold (the “Standstill Period”), without the prior written consent of the Company, no Shareholder shall, and each Shareholder shall cause each of its Affiliates not to, directly or indirectly, alone or in concert with any other Person, except as otherwise expressly set forth in this Section 4.1: (i) acquire, offer to acquire or agree to acquire Beneficial Ownership of any Voting Securities or any other securities of the Company or its Subsidiaries, or any securities convertible into or exchangeable or exercisable for any Voting Securities or any other securities of the Company or its Subsidiaries, except in the case of the Shareholders only (A) pursuant to stock splits, reverse stock splits, stock dividends or distributions, combinations, reclassifications or any similar recapitalizations or (B) acquisitions or purchases of Voting Securities pursuant to and in accordance with Section 4.4; (ii) acquire, offer to acquire or agree to acquire any assets of the Company or any of its Subsidiaries that are material to the operations, financial condition or prospects of the Company and its Subsidiaries, taken as a whole; (iii) induce or attempt to induce any other Person to acquire or propose or offer to acquire Beneficial Ownership of Voting Securities (other than the Shareholder Shares as and to the extent permitted in accordance with ARTICLE V); (iv) initiate or make a proposal for any scheme of arrangement, merger, tender, takeover or exchange offer, business combination, reorganization, restructuring, recapitalization or other extraordinary transaction that would, if consummated, result in a Change of Control with respect to the Company; (v) seek the election, appointment or removal of any Directors (other than, in the case of the Original Shareholder, any Shareholder Designee) or seek a change in the composition or size of the Board; (vi) except as otherwise required by applicable law, rule or regulation, make or cause to be made any press release or similar public announcement or public communication relating to the way a Shareholder intends to, or does, vote any Shareholder Shares at any meeting of the shareholders of the Company or in connection with any action by written consent at or in which Voting Securities are entitled to vote; (vii) deposit any Shareholder Shares into a voting trust or subject any Shareholder Shares to any proxy, arrangement or agreement with respect to the voting of such Shareholder Shares or other agreement having a similar effect (other than as recommended by the Board); (viii) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal or solicit proxies or consents, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote, or seek to influence any Person with respect to the voting of, any Voting Securities, or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date of this Agreement and terminating on Agreement, whether or not such regulation is applicable to the earlier of Company) with respect to any Voting Securities; (iix) the first day after the Deadline and (ii) the failure publicly call or requisition a call for any general, special or extraordinary meeting of the Nominating and Governance Committee Company’s shareholders; (x) form, join or in any way participate in a Group with respect to confirm by any Voting Securities, other than a Group consisting solely of the date specified in Shareholders; (xi) make any public statement or disclosure inconsistent with the last sentence foregoing; (xii) assist, advise, induce or attempt to induce (or provide any confidential information of Section 2.2 that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders, the ▇▇▇▇▇▇▇▇ Group covenants and agrees that it shall not, and shall not permit Company or any of its Affiliates toSubsidiaries for the purpose of assisting, either individually advising, inducing or as part of a Group, directly or indirectly: (iattempting to induce) acquire or obtain any economic interest in, any right to direct the voting or disposition of or any other right Person with respect to, the Common Stock of the Company (directly or by means of take any Derivative Securities) (except (x) affirmative action to the extent issued by the Company in respect of its shares of capital stock to all existing shareholders and (y) the acquisition by the ▇▇▇▇▇▇▇▇ Groupdo, in compliance with applicable securities laws, of additional shares of (or economic interest in) Common Stock following the date hereof, provided that at no time shall the ▇▇▇▇▇▇▇▇ Group or any of its Affiliates collectively beneficially own (or have an economic interest) in excess of the Permitted Amount)), in each case, whether or not any of the foregoing may be acquired foregoing; or (xiii) propose or obtained immediately seek an amendment or only after the passage waiver of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes provisions of this Agreement, the term “Derivative Securities” means, with respect to any Person, any rights, options, warrants or other securities convertible into or exchangeable for the Common Stock of the Company, or any obligations measured by the price or value of the Common Stock of the Company, including without limitation any swaps or other derivative arrangements;Section 4.1.