Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether writ...
Standstill Agreement. Until the Closing Date, unless this -------------------- Agreement is earlier terminated pursuant to the provisions hereof, Sellers will not, directly or indirectly, solicit offers for the shares or the assets of the Companies or for a merger or consolidation involving any of the Companies, or respond to inquiries from, share information with, negotiate with or in any way facilitate inquiries or offers from, third parties who express or who have heretofore expressed an interest in acquiring any or all of the Companies by merger, consolidation or other combination or acquiring any of the Companies' assets.
Standstill Agreement. Seller shall not, and shall cause its Affiliates not to, either directly or through investment bankers, attorneys, accountants or other advisors ("Representatives") unless and until Seller shall has received the prior written invitation or approval of a majority of directors of Buyer (it being understood that the execution of this Agreement by the parties does not constitute such an invitation), directly or indirectly (i) acquire, agree to acquire or make any proposal to acquire any securities of Buyer or any of its subsidiaries, any warrant or option to acquire any such securities, any security convertible into or exchangeable for any such securities or any other right to acquire any such securities, (ii) seek or propose, or, as to any of the following occurring prior to the Closing under the Acquisition Agreement, unless approved by a majority of the current directors of Buyer (excluding Seller's de- signees) vote in favor of, any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquida- tion, restructuring, recapitalization or similar transac- tions of or involving Buyer or any of its subsidiaries, (iii) make, or in any way participate in, any "solicita- tion" of "proxies" or "consents" (whether or not relating to the election or removal of directors) within the meaning of Regulation 14A under the Securities and Ex- change Act of 1934 as amended (the "Exchange Act") with respect to any securities of Buyer or any of its subsid- iaries, or seek to advise influence any person or become a participant with respect to the voting of any securi- ties of Buyer or any of its subsidiaries, or demand a copy of the stock ledger list of stockholders, or any other books and records of Buyer or any of its subsidiar- ies (other than requests made by Seller's designees on Buyer's board of directors exercising their fiduciary duties as directors of Buyer), (iv) initiate, propose or participate in the solicitation of stockholders for the approval of one or more stockholder proposals with re- spect to Buyer or its subsidiaries, as described in Rule 14a-8 under the Exchange Act, or induce or encourage any other individual or entity to initiate any stockholder proposal relating to Buyer or its subsidiaries, (v) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any acquisition of securities of Buyer or any of its subsidiaries...
Standstill Agreement. Following the execution of this Letter of Intent, and until the Closing, the Seller shall not engage in negotiations for the sale of the Property with any other party unless either the Buyer and Seller agree in writing to terminate this Letter of Intent, or the Buyer and Seller fail to sign a Purchase Agreement by _ _, 20 .
Standstill Agreement. (a) During the period commencing on the Closing Date and ending on the Standstill Termination Date (the "Standstill Period") except as (x) specifically permitted by this Agreement (including sales made in compliance with the provisions of Section 4.9) or (y) specifically approved in writing in advance by the Board of Directors of the Company, the Purchasers shall not, and shall cause any Affiliates controlled by them to not, in any manner, directly or indirectly:
Standstill Agreement. The Standstill Agreement shall have been duly executed and delivered by the Company.
Standstill Agreement. During the 12-month period beginning on the date the Distribution is consummated (the “Distribution Date”), the Xxxxx Family Parties shall obtain the prior approval of a majority of the Company’s Independent Directors prior to acquiring Common Stock of the Company through a tender offer that results in members of the Xxxxx Family Group beneficially owning more than 50% of the total number of outstanding shares of Common Stock of the Company. For purposes of this Standstill Agreement, the term “
Standstill Agreement. (a) Each of the Stockholders agrees that, from and after the date hereof, unless this Agreement is earlier terminated, it will not, nor will it permit its respective Affiliates to, directly or indirectly, in any manner acquire, or agree to acquire, any Voting Stock of the Company, to the extent that the acquisition of such Voting Stock would increase the ownership of such Stockholder and its Affiliates to more than (i) the percentage of the Voting Stock then outstanding (calculated on a fully-diluted basis) as set forth opposite each such Stockholder's name in the first column below, or (ii) the percentage of the Voting Stock then outstanding (calculated on a non-fully diluted basis) set forth opposite such Stockholder's name in the second column below. Alfa 43.00% 49.99% RTK 30.00% 35.00% Capital 17.20% 20.00% Barings 17.20% 20.00%
Standstill Agreement. Unless and until this Agreement is terminated pursuant to Article 13 hereof without the Closing having taken place, Stockholders will not directly or indirectly solicit offers for Company Stock or the assets of Company or a merger or consolidation involving Company from, or respond to inquiries from, share information with, negotiate with or in any way facilitate inquiries or offers from, third parties who express or who have heretofore expressed an interest in acquiring Company by merger, consolidation or other combination or acquiring any of Company's assets; nor will they permit Company to do any of the foregoing.
Standstill Agreement. Unless and until this Agreement is -------------------- terminated without the Closing having taken place, the Shareholders will not directly or indirectly solicit offers for the Property, the Company Shares or the assets of the Company or for a merger or consolidation involving the Company, or respond to inquiries from, share information with, negotiate with or in any way facilitate inquiries or offers from, third parties who express or who have heretofore expressed an interest in acquiring the Company by merger, consolidation or other combination or acquiring any of Company' assets; nor will the Shareholders permit the Company to do any of the foregoing.
