subclauses (i), (ii) or (iii) of this Section 3(b), then the Company shall reimburse Mr. Murphy for reasonable and documented expenses incurred therewith not to exceed $50,000 without the Companys prior written consent.
(a) Mr. Murphy, on behalf of himself and his Affiliates (other than Adgero Biopharmaceuticals Holdings Inc., Delmar Pharmaceuticals, Inc.and Kintara Therapeutics, Inc., whom shall not be deemed to be Affiliates of Mr. Murphy), agrees that, from the date of this Agreement until the expiration of the Standstill Period, without the prior consent of the majority of the Board (which shall include the affirmative approval of each of the independent directors) specifically expressed in a written resolution, neither of him nor any of his Affiliates nor any other persons acting under his control or direction, whether now or hereafter existing, will, and he will cause each of his Affiliates and such other persons under his respective control, whether now or hereafter existing, not to, directly or indirectly, alone or in concert with others, in any manner:
(i) propose or publicly announce or otherwise disclose an intent to propose or enter into or agree to enter into, singly or with any other person, directly or indirectly, (A) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries, (B) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries or (C) any form of tender or exchange offer for the Common Stock, whether or not such transaction involves a change of control of the Company; provided, however, that, for the avoidance of doubt, nothing herein shall otherwise prohibit Mr. Murphy from acquiring Common Stock within the limitations set forth in Section 4(a)(iii) of this Agreement;
(ii) engage in any solicitation of proxies or written consents to vote any voting securities of the Company, or conduct any non-binding referendum with respect to any voting securities of the Company, or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents) with respect to any voting securities of the Company, or otherwise become a participant in a solicitation, as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act, to vote any securities of the Company in opposition to any recommendation or proposal of the Board;
(iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single person under Section 13(d) of the Exchange Act), through swap (other than cash settled swaps) or hedging transactions or otherwise, any (A) interests in any of the Companys indebtedness, or (B) shares of Common Stock (including any rights decoupled from the underlying securities of the Company) that, following such acquisition, would result in, Mr. Murphy, together with his Affiliates, being or becoming beneficial owners of 5.0% or more of the shares of the then outstanding shares of Common Stock.
(iv) seek to advise, encourage or influence any person, including without limitation ISS or Glass Lewis, with respect to the voting of (or execution of a written consent in respect of) or disposition of any securities of the Company or recommendation thereof, other than in a manner consistent with a recommendation made by the Board;
(v) sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Mr. Murphy to any person or entity not a (A) party to this Agreement, (B) officer of the Company, or (C) an Affiliate of Mr. Murphy (any person or entity not set forth in clauses (A)-(C) shall be referred to as a Third Party) that would knowingly result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any, beneficial ownership interest representing in the aggregate in excess of 5.0% of the shares of Common Stock outstanding at such time;
(vi) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or