Common use of Standstill Restrictions Clause in Contracts

Standstill Restrictions. Subject to applicable law, including Section 13(d) and (g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as permitted pursuant to the terms of this Agreement, during the term of this Agreement, the Shareholder Parties shall not, and shall cause their respective officers, directors, employees, representatives and agents not to, in any manner, directly or indirectly: (a) solicit (as such term is used in the proxy rules of the SEC) proxies or written consents of shareholders, or conduct any nonbinding referendum with respect to Common Stock, 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 to vote any shares of Common Stock with respect to any matter, or become a “participant” in any “contested solicitation” for the election of directors with respect to WEDC (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder), other than solicitations or acting as a participant in support of all of WEDC’s nominees and proposal described in Section 5(a) above; (b) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of any Common Stock or other securities issued by WEDC, if in any such case, immediately after the taking of such action, (1) Wynnefield Partners would, in the aggregate, beneficially own more than 9.9% of the then outstanding shares of Common Stock or (2) ▇▇▇▇ Partners and Caiman Partners, L.P. (with its affiliates) would, in the aggregate, collectively beneficially own more than 9.9% of the then outstanding shares of Common Stock; (c) make or be the proponent of any shareholder proposal, whether pursuant to Rule 14a-8 of the Exchange Act or otherwise; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a group comprised solely of the Shareholder Parties); (e) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than any such voting trust, arrangement or agreement solely among the Shareholder Parties; (f) execute any written consent as a shareholder with respect to WEDC or its Common Stock, except as set forth herein; (g) otherwise act, alone or in concert with others, to (i) make any public statement critical of WEDC, its directors or management or (ii) control or seek to control the Board, other than through non-public communications with the officers and directors of WEDC; (h) seek, alone or in concert with others, (i) to call a meeting of shareholders, (ii) representation on the Board, except as specifically contemplated in Sections 3(a), (b) and (c), or (iii) the removal of any member of the Board, except as specifically contemplated in Section 3(b)(5); (i) make any proposal regarding any of the foregoing; (j) publicly disclose any request to amend, waive or terminate any provision of this Agreement; or (k) take or seek to take, or cause or seek to cause others to take, directly or indirectly, any action inconsistent with any of the foregoing. Notwithstanding anything contained herein to the contrary, any member of the Shareholder Parties shall be entitled to: (i) vote their shares in favor of the election of the New Appointees at the 2009 WEDC annual meeting of shareholders and in favor of the proposal described in Section 5(a) hereof; (ii) vote their shares in accordance with Section 8 of this Agreement; (iii) propose a slate of nominees for election as directors and/or a proposal for consideration or approval by shareholders at the 2010 WEDC annual meeting or any special meeting of shareholders called for such purpose (other than by the Shareholder Parties) in order to comply with the advance notice provisions or other requirements of WEDC’s Restated Articles of Incorporation or Bylaws and to take such other actions with respect thereto as required to comply with the laws of the State of Indiana and the United States of America, and the regulations thereunder.

Standstill Restrictions. Subject to applicable law, including Section 13(d) and (g) Without the prior written consent of the Securities Exchange Act Company, no member of 1934, as amended (the “Exchange Act”), except as permitted pursuant to the terms of this Agreement, during the term of this Agreement, the Shareholder Parties shall notMISV Group shall, and each member of the MISV Group shall cause their its Affiliates and each of its respective directors, officers, directors, employees, representatives and agents not to, in or other Persons acting on behalf of any mannermember of the MISV Group, directly or indirectly, not to, do any of the following prior to the conclusion of the 2013 Annual Meeting, subject to the compliance by the Company of Sections 2 and 3 hereof; provided that clause (b) below shall apply only to the M▇▇▇▇ ▇▇▇▇ Entities: (a) solicit (as such term is used defined in the proxy rules of the SECNational Instrument 51-102 – Continuous Disclosure Obligations) proxies or written consents of shareholdersproxies, or conduct any nonbinding referendum with respect to Common Stockengage in, or makeparticipate in, or in any way participate ininitiate, directly or indirectly, any “solicitation” solicitation of any “proxy” within shareholders of the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act Company to vote any shares voting securities of Common Stock with respect to the Company on any matter, or become a “participant” except in any “contested solicitation” for the election of directors with respect to WEDC (all cases as such terms are defined or used expressly provided in the Exchange Act and the rules promulgated thereunder), other than solicitations or acting as a participant in support of all of WEDC’s nominees and proposal described in Section 5(a) abovethis Agreement; (bi) purchase or cause to be purchased or otherwise acquire or agree to acquire acquire, or make any proposal to acquire, directly or indirectly, beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of any Common Stock common shares (or other securities convertible into common shares) issued by WEDCthe Company, if in any such case, immediately after the taking of such action, (1) Wynnefield Partners would, in the aggregate, beneficially own more than 9.9% of the then outstanding shares of Common Stock or (2) M▇▇▇▇ Partners and Caiman Partners, L.P. (with its affiliates) ▇▇▇▇ Entities would, in the aggregate, collectively beneficially own more than 9.915% of the then then-outstanding common shares of Common Stockthe Company, or (ii) form a group or otherwise work jointly or in concert in any manner, directly or indirectly, and whether by written or oral agreement, with any other Person such that the beneficial ownership of common shares (or other securities convertible into common shares) of the M▇▇▇▇ ▇▇▇▇ Entities together with any such Persons would, immediately after taking such action, exceed 15% of the then-outstanding common shares of the Company; (c) make or be the proponent of deposit any shareholder proposal, whether pursuant to Rule 14a-8 shares of the Exchange Act or otherwise; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a group comprised solely of the Shareholder Parties); (e) deposit any Common Stock Company in any voting trust or subject any Common Stock shares of the Company to any arrangement or agreement with respect to the voting of any Common Stocksuch shares, other than any such voting trust, arrangement or agreement solely among the Shareholder Partiesexcept as contemplated in this Agreement; (f) execute any written consent as a shareholder with respect to WEDC or its Common Stock, except as set forth herein; (g) otherwise act, alone or in concert with others, to (i) make any public statement critical of WEDC, its directors or management or (ii) control or seek to control the Board, other than through non-public communications with the officers and directors of WEDC; (hd) seek, alone or in concert with others, (i1) to call requisition a meeting of shareholdersshareholders of the Company, (ii2) to obtain representation on on, or nominate or propose the Boardnomination of any candidate for election to, the Board except as specifically contemplated expressly set forth in Sections 3(a), (b) and (c)this Agreement, or (iii3) to effect the removal of any member of the Board or otherwise alter the composition of the Board, except as specifically contemplated in Section 3(b)(5); (ie) make submit any shareholder proposal regarding any pursuant to Division 7 of the foregoing; Business Corporations Act (jBritish Columbia) publicly disclose any request to amend, waive or terminate any provision of this Agreement(the "B.C. Corporations Act"); or (kf) advise, assist or encourage or negotiate with any other Person to take or seek to take, or cause or seek to cause others to take, directly or indirectly, any action inconsistent with any of the foregoing. Notwithstanding anything contained herein to the contrary, any member of the Shareholder Parties shall be entitled to: (i) vote their shares in favor of the election of the New Appointees at the 2009 WEDC annual meeting of shareholders and in favor of the proposal described in Section 5(a) hereof; (ii) vote their shares in accordance with Section 8 of this Agreement; (iii) propose a slate of nominees for election as directors and/or a proposal for consideration or approval by shareholders at the 2010 WEDC annual meeting or any special meeting of shareholders called for such purpose (other than by the Shareholder Parties) in order to comply with the advance notice provisions or other requirements of WEDC’s Restated Articles of Incorporation or Bylaws and to take such other actions with respect thereto as required to comply with the laws of the State of Indiana and the United States of America, and the regulations thereunder.

Standstill Restrictions. Subject to applicable law, including Section 13(d) and (g) Without the prior written consent of the Securities Exchange Act Company, no member of 1934, as amended (the “Exchange Act”), except as permitted pursuant to the terms of this Agreement, during the term of this Agreement, the Shareholder Parties shall notMISV Group shall, and each member of the MISV Group shall cause their its Affiliates and each of its respective directors, officers, directors, employees, representatives and agents not to, in or other Persons acting on behalf of any mannermember of the MISV Group, directly or indirectly, not to, do any of the following prior to the conclusion of the 2013 Annual Meeting, subject to the compliance by the Company of Sections 2 and 3 hereof; provided that clause (b) below shall apply only to the ▇▇▇▇▇ ▇▇▇▇ Entities: (a) solicit (as such term is used defined in the proxy rules of the SECNational Instrument 51-102 – Continuous Disclosure Obligations) proxies or written consents of shareholdersproxies, or conduct any nonbinding referendum with respect to Common Stockengage in, or makeparticipate in, or in any way participate ininitiate, directly or indirectly, any “solicitation” solicitation of any “proxy” within shareholders of the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act Company to vote any shares voting securities of Common Stock with respect to the Company on any matter, or become a “participant” except in any “contested solicitation” for the election of directors with respect to WEDC (all cases as such terms are defined or used expressly provided in the Exchange Act and the rules promulgated thereunder), other than solicitations or acting as a participant in support of all of WEDC’s nominees and proposal described in Section 5(a) abovethis Agreement; (bi) purchase or cause to be purchased or otherwise acquire or agree to acquire acquire, or make any proposal to acquire, directly or indirectly, beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of any Common Stock common shares (or other securities convertible into common shares) issued by WEDCthe Company, if in any such case, immediately after the taking of such action, (1) Wynnefield Partners would, in the aggregate, beneficially own more than 9.9% of the then outstanding shares of Common Stock or (2) ▇▇▇▇▇ Partners and Caiman Partners, L.P. (with its affiliates) ▇▇▇▇ Entities would, in the aggregate, collectively beneficially own more than 9.915% of the then then-outstanding common shares of Common Stockthe Company, or (ii) form a group or otherwise work jointly or in concert in any manner, directly or indirectly, and whether by written or oral agreement, with any other Person such that the beneficial ownership of common shares (or other securities convertible into common shares) of the ▇▇▇▇▇ ▇▇▇▇ Entities together with any such Persons would, immediately after taking such action, exceed 15% of the then-outstanding common shares of the Company; (c) make or be the proponent of deposit any shareholder proposal, whether pursuant to Rule 14a-8 shares of the Exchange Act or otherwise; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a group comprised solely of the Shareholder Parties); (e) deposit any Common Stock Company in any voting trust or subject any Common Stock shares of the Company to any arrangement or agreement with respect to the voting of any Common Stocksuch shares, other than any such voting trust, arrangement or agreement solely among the Shareholder Partiesexcept as contemplated in this Agreement; (f) execute any written consent as a shareholder with respect to WEDC or its Common Stock, except as set forth herein; (g) otherwise act, alone or in concert with others, to (i) make any public statement critical of WEDC, its directors or management or (ii) control or seek to control the Board, other than through non-public communications with the officers and directors of WEDC; (hd) seek, alone or in concert with others, (i1) to call requisition a meeting of shareholdersshareholders of the Company, (ii2) to obtain representation on on, or nominate or propose the Boardnomination of any candidate for election to, the Board except as specifically contemplated expressly set forth in Sections 3(a), (b) and (c)this Agreement, or (iii3) to effect the removal of any member of the Board or otherwise alter the composition of the Board, except as specifically contemplated in Section 3(b)(5); (ie) make submit any shareholder proposal regarding any pursuant to Division 7 of the foregoing; Business Corporations Act (jBritish Columbia) publicly disclose any request to amend, waive or terminate any provision of this Agreement(the "B.C. Corporations Act"); or (kf) advise, assist or encourage or negotiate with any other Person to take or seek to take, or cause or seek to cause others to take, directly or indirectly, any action inconsistent with any of the foregoing. Notwithstanding anything contained herein to the contrary, any member of the Shareholder Parties shall be entitled to: (i) vote their shares in favor of the election of the New Appointees at the 2009 WEDC annual meeting of shareholders and in favor of the proposal described in Section 5(a) hereof; (ii) vote their shares in accordance with Section 8 of this Agreement; (iii) propose a slate of nominees for election as directors and/or a proposal for consideration or approval by shareholders at the 2010 WEDC annual meeting or any special meeting of shareholders called for such purpose (other than by the Shareholder Parties) in order to comply with the advance notice provisions or other requirements of WEDC’s Restated Articles of Incorporation or Bylaws and to take such other actions with respect thereto as required to comply with the laws of the State of Indiana and the United States of America, and the regulations thereunder.

Standstill Restrictions. (a) Subject to applicable law, including Section 13(d) and (g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as permitted pursuant to the terms of this Agreement, during the term of this Agreement, the Shareholder Parties Ramius Group shall not, and shall cause their respective officers, directors, employees, representatives Affiliates and agents Associates (as defined below) under its control or direction not to, in any manner, directly or indirectly: (ai) solicit (as such term is used in the proxy rules of the Securities and Exchange Commission (the “SEC”)) proxies or written consents to vote any securities of shareholders, or conduct any nonbinding referendum with respect to Common StockActel, 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 to vote any shares of Common Stock with respect to any matter, or become a “participant” in any “contested solicitation” for the election of directors with respect to WEDC Actel (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder), other than solicitations or acting as a participant in support of all of WEDCActel’s nominees and proposal described in Section 5(a) aboveproposals; (bii) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of any Common Stock or other securities issued by WEDCActel, if in any such case, immediately after the taking of such action, (1) Wynnefield Partners would, in the aggregate, beneficially own more than 9.9% of the then outstanding shares of Common Stock or (2) ▇▇▇▇ Partners and Caiman Partners, L.P. (with its affiliates) Ramius Group would, in the aggregate, collectively beneficially own more than 9.9the greater of (i) 14.9% of the then outstanding shares of Common Stock, or (ii) such percentage of the then outstanding shares of Common Stock as is 0.1% less than the amount causing the Ramius Group to become an “Acquiring Person” under the Company’s Preferred Stock Rights Agreement, dated October 17, 2003, as the same may be amended; (c) make or be the proponent of any shareholder proposal, whether pursuant to Rule 14a-8 of the Exchange Act or otherwise; (diii) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a group comprised solely of the Shareholder PartiesRamius Group); (eiv) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than any such voting trust, arrangement or agreement solely among the Shareholder PartiesRamius Group; (f) execute any written consent as a shareholder with respect to WEDC or its Common Stock, except as set forth herein; (gv) otherwise act, alone or in concert with others, others to (i1) make any public statement critical of WEDCActel, its directors or management management, other than as contemplated by Section 4(a)(vi)(3) below or (ii2) control or seek to control the Board, other than through non-non public communications with the officers and directors of WEDCActel; (hvi) other than as provided in this Agreement, make any public announcement with respect to, or offer to effect, seek or propose (with or without conditions) a merger, acquisition, disposition or other business combination involving Actel, other than through non public communications with the officers and directors of Actel; provided, however, that nothing herein will limit the ability of (1) any member of the Ramius Group, or its respective Affiliates and Associates, except as otherwise provided in Section 5, to vote its shares of Common Stock on any matter submitted to a vote of the stockholders of the Company, (2) the 2009 Settlement Directors to exercise their rights as members of the Board while serving as members of the Board or (3) the Ramius Group to announce its opposition to any Board approved proposals related to a merger, acquisition, disposition of all or substantially all of the assets of Actel or other business combination involving Actel and not supported by ▇▇. ▇▇▇▇▇; (vii) seek, alone or in concert with others, (i1) to call a meeting of shareholders, or (ii2) representation on the Board, except as specifically contemplated in Sections Section 3(a), (b) and (cSection 4(b), or (iii3) the removal of any member of the Board, except as specifically contemplated in Section 3(b)(5);; or (i) make any proposal regarding any of the foregoing; (jviii) publicly disclose any request to amend, waive or terminate any provision of this Agreement; or. (kb) take or seek to take, or cause or seek to cause others to take, directly or indirectly, any action inconsistent with any of the foregoing. Notwithstanding anything contained herein to the contrary, any member of the Shareholder Parties Ramius Group, and any Affiliate or Associate of any such member, shall be entitled to: (i) subject to Section 5, vote their shares in favor of the election of the New Appointees 2009 Settlement Directors at the 2009 WEDC annual meeting of shareholders 2010 Annual Meeting and on any other proposal duly brought before the 2010 Annual Meeting, or otherwise vote as the Ramius Group determines in favor of the proposal described in Section 5(a) hereoftheir sole discretion; (ii) disclose, publicly or otherwise, how it intends to vote their shares in accordance or act with Section 8 respect to any securities of this Agreementthe Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company (other than the election of directors) and the reasons therefor; (iii) propose a slate of nominees for election as directors and/or a proposal one or more proposal(s) for consideration or approval by shareholders at the 2010 WEDC annual meeting or any special meeting of shareholders called for such purpose (other than by the Shareholder Parties) 2011 Annual Meeting in order to comply with the advance notice provisions or other requirements of WEDC’s the Restated Articles or the Bylaws; and (iv) In the event a special meeting is called by a shareholder of Incorporation or Bylaws and to take such other actions Actel with respect thereto as required to comply with the laws removal of directors, the Ramius Group may (A) cumulate the vote of the State shares of Indiana Common Stock held by the Ramius Group and vote in favor of the United States 2009 Settlement Directors and (B) solicit proxies to vote against the removal of Americathe 2009 Settlement Directors; provided, however, that if Actel solicits proxies to vote against the removal of all directors, the Ramius Group may only solicit proxies to vote against the removal of all directors and not just the regulations thereunder2009 Settlement Directors. (c) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.

Standstill Restrictions. Subject to applicable law, including Section 13(d) and (g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as permitted pursuant to the terms of this Agreement, during the term of this Agreement, the Shareholder Parties shall not, and shall cause their respective officers, directors, employees, representatives and agents not to, in any manner, directly or indirectly: (a) solicit (as such term is used in the proxy rules of the SEC) proxies or written consents of shareholders, or conduct any nonbinding referendum with respect to Common Stock, 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 to vote any shares of Common Stock with respect to any matter, or become a “participant” in any “contested solicitation” for the election of directors with respect to WEDC (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder), other than solicitations or acting as a participant in support of all of WEDC’s nominees and proposal described in Section 5(a) above; (b) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of any Common Stock or other securities issued by WEDC, if in any such case, immediately after the taking of such action, (1) Wynnefield Partners would, in the aggregate, beneficially own more than 9.9% of the then outstanding shares of Common Stock or (2) ▇K▇▇▇ Partners and Caiman Partners, L.P. (with its affiliates) would, in the aggregate, collectively beneficially own more than 9.9% of the then outstanding shares of Common Stock; (c) make or be the proponent of any shareholder proposal, whether pursuant to Rule 14a-8 of the Exchange Act or otherwise; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a group comprised solely of the Shareholder Parties); (e) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than any such voting trust, arrangement or agreement solely among the Shareholder Parties; (f) execute any written consent as a shareholder with respect to WEDC or its Common Stock, except as set forth herein; (g) otherwise act, alone or in concert with others, to (i) make any public statement critical of WEDC, its directors or management or (ii) control or seek to control the Board, other than through non-public communications with the officers and directors of WEDC; (h) seek, alone or in concert with others, (i) to call a meeting of shareholders, (ii) representation on the Board, except as specifically contemplated in Sections 3(a), (b) and (c), or (iii) the removal of any member of the Board, except as specifically contemplated in Section 3(b)(5); (i) make any proposal regarding any of the foregoing; (j) publicly disclose any request to amend, waive or terminate any provision of this Agreement; or (k) take or seek to take, or cause or seek to cause others to take, directly or indirectly, any action inconsistent with any of the foregoing. Notwithstanding anything contained herein to the contrary, any member of the Shareholder Parties shall be entitled to: (i) vote their shares in favor of the election of the New Appointees at the 2009 WEDC annual meeting of shareholders and in favor of the proposal described in Section 5(a) hereof; (ii) vote their shares in accordance with Section 8 of this Agreement; (iii) propose a slate of nominees for election as directors and/or a proposal for consideration or approval by shareholders at the 2010 WEDC annual meeting or any special meeting of shareholders called for such purpose (other than by the Shareholder Parties) in order to comply with the advance notice provisions or other requirements of WEDC’s Restated Articles of Incorporation or Bylaws and to take such other actions with respect thereto as required to comply with the laws of the State of Indiana and the United States of America, and the regulations thereunder.

Standstill Restrictions. Subject to applicable law, including Section 13(d) and (g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as permitted pursuant to the terms of this Agreement, during the term of this Agreement, the Shareholder Lawndale Parties shall not, and shall cause their respective officers, directors, employees, representatives employees and agents not to, in any manner, directly or indirectly: (a) solicit (as such term is used in the proxy rules of the SEC) proxies or written consents of shareholders, or conduct any nonbinding referendum with respect to Common Stock, 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 Act, but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation,” to vote any shares of Common Stock with respect to any matter, or become a “participant” in any “contested solicitation” for the election of directors with respect to WEDC Sparton (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder), other than solicitations or acting as a participant in support of all of WEDCSparton’s nominees and proposal described in Section 5(a) abovenominees; (b) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of of, any Common Stock or other securities issued by WEDCSparton, if in any such case, immediately after the taking of such actionaction the Lawndale Parties, (1) Wynnefield Partners together with their respective affiliates, would, in the aggregate, beneficially own more than 9.9% of the then outstanding shares of Common Stock or (2) ▇▇▇▇ Partners and Caiman Partners, L.P. (with its affiliates) would, in the aggregate, collectively beneficially own more than 9.9% of the then outstanding shares of Common Stock; (c) make or be the proponent of any shareholder proposal, whether pursuant to Rule 14a-8 of the Exchange Act or otherwise; (d) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a group comprised solely of the Shareholder Lawndale Parties); (e) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than any such voting trust, arrangement or agreement solely among the Shareholder Lawndale Parties; (f) execute any written consent as a shareholder with respect to WEDC Sparton or its Common Stock, except as set forth herein; (g) otherwise act, alone or in concert with others, to (i) make any public statement critical of WEDCSparton, its directors or management or (ii) control or seek to control the Board, other than through non-public communications with the officers and directors of WEDCSparton (which may, but need not, be at a meeting of the Board); provided, however, that subject to complying with Section 4(a) of this Agreement, the foregoing shall not prohibit the Lawndale Parties from making public statements (including statements contemplated by Rule 14a-1(l)(2)(iv) under the Exchange Act) or engaging in discussions with other stockholders with respect to (i) any transaction that has been publicly announced by Sparton or any third party involving a recapitalization of Sparton, an acquisition, disposition or sale of assets or a business by Sparton with respect to a transaction or series of transactions, or a change of control of Sparton or (ii) any matter for which Sparton seeks or is required to seek the approval of Sparton shareholders; (h) seek, alone or in concert with others, (i) to call a meeting of shareholders, (ii) representation on the Board, except as specifically contemplated in Sections 3(a), (b) and (c)set forth herein, or (iii) the removal of any member of the Board, except as specifically contemplated in Section 3(b)(5); (i) make any proposal regarding any of the foregoing; (j) publicly disclose any request to amend, waive or terminate any provision of this Agreement; or (k) take or seek to take, or cause or seek to cause others to take, directly or indirectly, any action inconsistent with any of the foregoing. Notwithstanding anything contained herein to the contrary, any member of the Shareholder Parties shall be entitled to: (i) vote their shares in favor of the election of the New Appointees at the 2009 WEDC annual meeting of shareholders and in favor of the proposal described in Section 5(a) hereof; (ii) vote their shares in accordance with Section 8 of this Agreement; (iii) propose a slate of nominees for election as directors and/or a proposal for consideration or approval by shareholders at the 2010 WEDC annual meeting or any special meeting of shareholders called for such purpose (other than by the Shareholder Parties) in order to comply with the advance notice provisions or other requirements of WEDC’s Restated Articles of Incorporation or Bylaws and to take such other actions with respect thereto as required to comply with the laws of the State of Indiana and the United States of America, and the regulations thereunder.