Exceptions to Section 6.1 Standstill Provisions Sample Clauses

Exceptions to Section 6.1 Standstill Provisions. Notwithstanding the foregoing but subject to the proviso set forth in clause (d) below, the obligations under Section 6.1 shall terminate as to the Purchaser and its Affiliates in the event that: (a) any third party commences an unsolicited tender or exchange offer which, if successful, would result in such third party beneficially owning not less than 50% of all outstanding voting stock (on a Common Stock equivalent basis), and such offer is not withdrawn or terminated within 10 business days after its commencement; (b) it is publicly disclosed that at least 50% of all outstanding voting stock (on a Common Stock equivalent basis) has been acquired by any person or group that is unaffiliated with the Purchaser and its Affiliates; (c) the Company publicly announces a decision of the Board of Directors to conduct a formal process to sell all or substantially all of the assets of the Company; provided that the restrictions in Section 6.1 will automatically be reinstated and be in full force and effect if and at such time as the Company publicly announces a termination of such process; (d) a third party commences a tender offer for more than 50% of the voting stock of the Company, and the Company has publicly recommended acceptance of such tender offer; provided, the obligations in Section 6.1 will automatically be reinstated in the event such tender offer is terminated; (e) the Company enters into any binding written agreement (i) to sell or dispose of securities representing at least 50% of all outstanding voting stock (on a Common Stock equivalent basis) to any person or group that is unaffiliated with the Purchaser and all of its Affiliates or (ii) providing for a transaction that, if consummated, would result in (A) the holders of the outstanding voting stock immediately prior to such transaction ceasing to hold more than 50% of the combined voting power of the surviving, purchasing or continuing entity immediately after such transaction or (B) the sale of all or substantially all of the assets of the Company to a third party that does not control, is not controlled by and is not under common control with the Company; (f) upon the filing of a preliminary or final proxy statement by any third party with respect to the commencement of a proxy or consent solicitation subject to Section 14 of the Exchange Act to elect or remove a majority of the Board of Directors; or (g) upon the adoption of a plan of liquidation or dissolution with respect to the Company.
Sample 1
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Related to Exceptions to Section 6.1 Standstill Provisions

  • Amendments to Section 7 11. Section 7.11 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

  • Amendments to Section 6 06. Section 6.06 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Modification to Article VII, Section 4 of the DPA Article VI, Section 4 of the DPA (Annual Notification of Rights.) is amended as follows:

  • Modification to Article V, Section 4 of the DPA Article V, Section 4 of the DPA (Data Breach.) is amended with the following additions: (6) For purposes of defining an unauthorized disclosure or security breach, this definition specifically includes meanings assigned by Texas law, including applicable provisions in the Texas Education Code and Texas Business and Commerce Code.

  • Amendments to Section 1.1 Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions, in proper alphabetical order, as follows:

  • Geographic Area and Sector Specific Allowances, Conditions and Exceptions The following allowances and conditions shall apply where relevant. Where the Employer does work which falls under the following headings, the Employer agrees to pay and observe the relevant respective conditions and/or exceptions set out below in each case.

  • Amendments to Section 9 Section 9 of the Existing Credit Agreement is hereby amended as follows:

  • Amendments to Section 8 7. Section 8.7 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Modification to Article IV, Section 7 of the DPA Article IV, Section 7 of the DPA (Advertising Limitations) is amended by deleting the stricken text as follows: Provider is prohibited from using, disclosing, or selling Student Data to (a) inform, influence, or enable Targeted Advertising; or (b) develop a profile of a student, family member/guardian or group, for any purpose other than providing the Service to LEA. This section does not prohibit Provider from using Student Data (i) for adaptive learning or customized student learning (including generating personalized learning recommendations); or (ii) to make product recommendations to teachers or LEA employees; or (iii) to notify account holders about new education product updates, features, or services or from otherwise using Student Data as permitted in this DPA and its accompanying exhibits.

  • Amendments to Section 5 1 of the Original Indenture. Solely for the purpose of determining Events of Default with respect to the 2023 Notes, paragraphs Section 5.1(e), Section 5.1(f) and Section 5.1(h) of the Original Indenture shall be amended such that each and every reference therein to the Issuer shall be deemed to mean either the Issuer or Consumers.

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