definiens: ) in the Territory ( as such term is defined under the Amended and Restated License Agreement ), ( ii ) the acquisition of, or thecommencement of a tender offer acceptance of which is recommended by [COMPANY] ’s Board of Directors for, all orsubstantially all of the outstanding Common Stock by a third party other than Common Stock beneficially owned by suchthird party, ( iii ) the termination by [COMPANY] or Novo Nordisk of the Amended and Restated License Agreement, ( iv ) the filingby [COMPANY] of a voluntary petition for bankruptcy protection ( or the filing of an involuntary petition that is not dismissed orwithdrawn within 60 days after it is filed ), ( v ) the initiation by [COMPANY] of an assignment for the benefit of creditors or othersimilar insolvency proceeding, ( vi ) the cessation of all of [COMPANY] ’s business activities, ( vii ) a judicial or other governmentaldetermination of the insolvency of [COMPANY], ( viii ) the occurrence of a material change in [COMPANY] ’s business activities that isincompatible with accepted ethical standards within the pharmaceutical industry, and ( ix ) January 1, 2009 ( the ), neither of them shall, directly or indirectly, sell, offer to sell, contract to sell, pledge, grant any option forsale or purchase of, agree to sell or otherwise transfer or dispose of any of the Shares . [COMPANY] may impose stop - transferinstructions with respect to the Shares until the end of the Market Stand - Off Period