Amendment to Standstill Agreement Sample Clauses

Amendment to Standstill Agreement. The Standstill Agreement shall have been amended as set forth in Section 5.2.
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Amendment to Standstill Agreement. Upon the consummation of the Exchange, --------------------------------- Section 1.01(p) of the Standstill Agreement is hereby amended and restated in its entirety to read as follows:
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Amendment to Standstill Agreement. Section 7 of the Standstill Agreement is hereby amended by deleting the date "January 12, 1998" contained in clause (iv) of such section and replacing it with the date "January 14, 1998".
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Amendment to Standstill Agreement. Each of Transferor and Transferee shall have executed and delivered Amendment No. 1, in the form attached hereto as Exhibit B (the "Standstill Amendment"), to the Amended and Restated Standstill Agreement by and between Transferor and Transferee dated as of September 14, 1998, and such amendment and the underlying agreement, as amended, shall be in full force and effect.
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Amendment to Standstill Agreement. Section 3 of the Standstill Agreement is hereby amended by adding the following as Section 3.3:
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Amendment to Standstill Agreement. The Agent shall have received (i) an original fully executed copy of the Standstill Agreement, in the form attached hereto as Exhibit N, (ii) the Borrower shall have received from each of the Investors the original of each certificate representing such Investor's Senior Preferred Stock and shall have caused each such certificate of the Senior Preferred Stock to be re-issued to contain the legend required in the Standstill Agreement and (iii) the Borrower shall have caused each Warrant Certificate to be re-issued to contain the legend required in the Standstill Agreement.
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Amendment to Standstill Agreement. Upon the consummation of the Exchange, --------------------------------- Section 1.01(p) of the Standstill Agreement is hereby amended and restated in its entirety to read as follows: "(p) "Preferred Stock" shall mean the Company's Series D and Series E Participating Convertible Preferred Stock, $1.00 par value per share." 4.
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Related to Amendment to Standstill Agreement

  • 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 written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)).

  • Amendment to Forbearance Agreement As of the date hereof, Section 2(b) of the Forbearance Agreement shall be amended and restated in its entirety to read as follows:

  • Amendment to Rights Agreement The Rights Agreement is hereby amended as follows:

  • Amendment to Agreement The Agreement is hereby amended as follows:

  • Amendment to Security Agreement The Security Agreement is hereby amended as follows:

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of February 3, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Amendment to Loan Agreement Subject to satisfaction of the conditions precedent set forth in Section 3 below, the Loan Agreement is hereby amended as follows:

  • Third Party Standstill Agreements During the period from the date of this Agreement through the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party (other than any involving Parent). During such period, the Company agrees to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreements, including, but not limited to, obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States or any state thereof having jurisdiction.

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows:

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