CIV. P. 41(A)(1) DISMISSING ALL CLAIMS IN THE
CIVIL ACTION WITHOUT PREJUDICE IN THE FORM ATTACHED HERETO AS EXHIBIT D.
8.
STANDSTILL.
FROM AND AFTER THE
EFFECTIVE DATE UNTIL THE VOTING AGREEMENT TERMINATION DATE, THE SHAREHOLDER AND
THE HUGHES PARTIES AND THEIR RESPECTIVE AGENTS, EMPLOYEES, OFFICERS, DIRECTORS,
MANAGERS, CONTROL PERSONS, REPRESENTATIVES, SUCCESSORS, ASSIGNS, PARENT
CORPORATIONS, SUBSIDIARIES, AFFILIATES AND ALL OTHER PERSONS ACTING IN CONCERT
WITH OR UNDER THE CONTROL OR DIRECTION OF ANY OF THE SHAREHOLDER OR THE HUGHES
PARTIES SHALL NOT, DIRECTLY OR INDIRECTLY, IN ANY MANNER WITHOUT THE PRIOR
CONSENT OF THE COMPANY:
8.1
ADVISE, ENCOURAGE, SUPPORT OR INFLUENCE ANY
PERSON WITH RESPECT TO THE VOTING OR DISPOSITION OF ANY SHARES OF THE COMPANY
CONTRARY TO THE TERMS OF THIS AGREEMENT;
8.2
GRANT A PROXY WITH RESPECT TO THE VOTING OF
THE SHARES OF THE COMPANY TO ANY PERSON OTHER THAN AS TO MATTERS NOT
CONTEMPLATED IN THE PROXY SET FORTH IN SECTION 6.2;
8.3
EXERCISE ANY RIGHTS GRANTED TO THE
SHAREHOLDER PURSUANT TO ANY OF THE PROXIES;
8.4
DEPOSIT ANY SHARES OF THE COMPANY IN A
VOTING TRUST OR ENTER INTO ANY OTHER ARRANGEMENT OR AGREEMENT WITH RESPECT TO
THE VOTING THEREOF OTHER THAN AS TO MATTERS NOT CONTEMPLATED IN THE PROXY SET
FORTH IN SECTION 6.2;
8.5
TAKE ANY ACTION, ALONE OR IN CONCERT WITH
ANY OTHER PERSON, ADVISE, FINANCE, ASSIST OR PARTICIPATE IN OR ENCOURAGE ANY
PERSON TO TAKE ANY ACTION WHICH IS PROHIBITED TO BE TAKEN BY SUCH PARTY PURSUANT
TO THIS AGREEMENT, OR MAKE ANY INVESTMENT IN OR ENTER INTO ANY ARRANGEMENT WITH,
ANY OTHER PERSON THAT ENGAGES, OR OFFERS OR PROPOSES TO ENGAGE IN ANY OF THE
FOREGOING;
8.6
PURSUANT TO THE URBCA, DIRECTLY OR
INDIRECTLY (OR ASSIST ANY OTHER PERSON OR ENTITY DIRECTLY OR INDIRECTLY), MAKE A
DEMAND OR SEEK A COURT ORDER THAT THE COMPANY HOLD A SPECIAL MEETING OF THE
SHAREHOLDERS, OR IN LIEU THEREOF AN ANNUAL MEETING OF THE SHAREHOLDERS, FOR ANY
PURPOSE INCLUDING WITHOUT LIMITATION THE PURPOSE OF ELECTING DIRECTORS;
8.7
MAKE, OR CAUSE TO BE MADE, ANY PUBLIC
STATEMENT OR ANNOUNCEMENT THAT RELATES TO AND CONSTITUTES AN AD HOMINEM ATTACK
ON, OR RELATES TO OR OTHERWISE DISPARAGES, THE COMPANY, ITS OFFICERS, DIRECTORS,
EMPLOYEES, OR ANY PERSON WHO HAS SERVED AS AN OFFICER, DIRECTOR OR EMPLOYEE OF
THE COMPANY;
8.8
RECOMMEND OR REQUEST OR INDUCE OR ATTEMPT TO
INDUCE ANY OTHER PERSON TO TAKE ANY OF THE FOREGOING ACTIONS, OR SEEK TO ADVISE,
ENCOURAGE OR INFLUENCE ANY PERSON WITH
4
RESPECT TO THE VOTING OF (OR THE EXECUTION OF A WRITTEN CONSENT IN RESPECT OF)
ANY SHARES OF THE COMPANY, EXCEPT IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT;
8.9
PROPOSE ANY OTHER SLATE OF DIRECTORS FOR
ELECTION AT THE NEXT ANNUAL MEETING OTHER THAN THE INDIVIDUALS LISTED ON
EXHIBIT C (UNLESS THEY OR ANY OF THEM PRIOR THERETO SHALL HAVE RESIGNED OR BEEN
REMOVED AS A DIRECTOR OR OTHERWISE SHALL HAVE REFUSED TO STAND FOR ELECTION);
8.10
ASSIGN OR SELL, OR OFFER TO ASSIGN OR