premise: Without the Company’s prior written consent, neither you nor any of your affiliates will for a period of two years from the date of this agreement directly or indirectly solicit for employment or employ any of the officers or employees of the Company (or any person whose activities are dedicated to the Company). Standstill You agree that until two years from the date of this agreement, without the prior approval of the Board of Directors of the Company, neither you nor any of your representatives will  (i) acquire or make any proposal to acquire any securities or property of the Company,  (ii) propose to enter into any merger or business combination involving the Company or purchase a material portion of the assets of the Company,  (iii) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of the Company, 