Emerald Standstill Sample Clauses

Emerald Standstill. (a) From and after the Execution Date until the date that is 12 months after the date on which this Agreement has been terminated in accordance with its terms, neither Emerald nor Emerald Therapeutics shall nor shall either of them cause any of its Affiliates and/or any person Acting Jointly or in Concert with Emerald, Emerald Therapeutics or any of their Affiliates, to, without the prior written consent of Village Farms: (i) in any manner acquire, agree to acquire or make to securityholders of Village Farms any offer to acquire, directly or indirectly, any securities of Village Farms; (ii) propose or offer to enter into, directly or indirectly, any amalgamation, plan of arrangement, merger or business combination involving Village Farms or its subsidiaries or to purchase, directly or indirectly, a material portion of the property or assets of Village Farms or its subsidiaries; (iii) directly or indirectly “solicit” or participate or join with any person in the “solicitation” of any “proxies” (as such terms are defined in the Securities Act (Ontario)) to vote, or seek to influence any person with respect to the voting of, any common shares or other securities of Village Farms; (iv) seek (a) representation on the board of directors of Village Farms; (b) the removal of any directors on the board of directors of Village Farms; or (c) a change in the size or composition of the board of directors of Village Farms; (v) otherwise act alone or Act Jointly or In Concert with others to seek to control or to influence the management, the board of directors or policies of Village Farms; (vi) make any public or private disclosure of any consideration, intention, plan or arrangement inconsistent with any of the foregoing; or (vii) advise, assist, encourage or Act Jointly or In Concert with any other person in connection with any of the foregoing. (b) [Redacted: Commercially Sensitive Information] (c) Notwithstanding Section 11.1(a), Emerald shall be entitled at any time to make a confidential proposal (a “Proposal”) to the board of directors of Village Farms regarding an acquisition of Village Farms, to enter into discussions or negotiations with the board of directors of Village Farms (or a special committee designated by its board of directors for such purpose) with respect to the terms of any such Proposal and to enter into any agreement with Village Farms providing for the consummation of such Proposal. (d) Notwithstanding any other provision in this Agreement, incl...