Exceptions to Standstill Sample Clauses
The "Exceptions to Standstill" clause defines specific circumstances under which parties are permitted to take actions that would otherwise be restricted by a standstill agreement. In practice, this clause outlines scenarios such as regulatory requirements, court orders, or pre-agreed activities where the standstill restrictions do not apply. Its core function is to provide flexibility within the agreement, ensuring that necessary or legally mandated actions can proceed without breaching the standstill terms.
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Exceptions to Standstill. (a) Notwithstanding anything in Section 2.1 to the contrary, it shall not be a breach of this Agreement if the Shareholder or its Affiliates:
(i) acquire Ordinary Shares pursuant to this Agreement or the Share Purchase Agreement;
(ii) purchase, in whole at any single time or in part at any number of times, from any Person (in the open market, through block trades, or otherwise) or from the Company pursuant to the Anti-Dilution Right, an aggregate number of Ordinary Shares (including Ordinary Shares represented by ADSs) up to holding the Shareholder Purchase Right Shares; provided that the Shareholder or any of its Affiliates, as applicable, shall give the Company written notice of such purchase promptly but in no event later than five (5) Business Days following such purchase (the “Shareholder Notice”) and that each Shareholder Notice shall specify the applicable number and date of ADSs or Ordinary Shares purchased;
(iii) discuss any matter (including a Company Sale) confidentially with the Company, the Board or any of its members or the Company’s management or exercise voting rights with respect to ADSs or Ordinary Shares on any matter brought before the shareholders of the Company (or the holders of ADSs) in any manner they choose; it being understood, for the avoidance of doubt, that this clause shall not permit the Shareholder or its Affiliates to bring a matter before the shareholders of the Company for a vote if it is otherwise expressly prohibited from doing so under Section 2.1;
(iv) discuss any matter (including a Company Sale) confidentially with its Shareholder Representative;
(v) discuss any matter (including a Company Sale) confidentially with its directors, officers, employees, financial advisors, legal counsel or other advisors;
(vi) subject to the restrictions set forth in Section 3.3 of this Agreement, effect, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or knowingly assist, or vote in favor of or authorize, or solicit any other Person to effect, offer or propose (whether publicly or otherwise) to effect or participate in any disposition or sale of any Equity Securities (or beneficial ownership thereof);
(vii) designate any Shareholder Representative pursuant to Section 3.1 or remove any Shareholder Representative designated pursuant to Section 3.1;
(viii) acquire Equity Securities solely as a result of any reclassification, stock split (including a reverse stock...
Exceptions to Standstill. Notwithstanding the foregoing, none of the prohibitions of Section 5.1 shall apply (A) if an unsolicited bona fide tender offer or exchange offer is made by any person or "group" (as that term is used in Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended) of persons to acquire securities of the Company which would (when added to shares already owned by such group) represent 35% or more of the total combined voting power or total economic power of all Voting Securities of the Company then outstanding or (B) if the Company enters into an agreement providing for the sale of all or substantially all of the Company's assets or a merger or other business combination as a result of which less than 65% of the outstanding Voting Securities of the Company or the surviving entity are to be owned by persons who were shareholders of the Company immediately prior to the consummation of the transaction contemplated by such agreement or publicly recommends to its shareholders a tender or exchange offer. In addition, if the Board of Directors of the Company determines that the Company is for sale, then the Company agrees that it shall invite Yahoo! Korea to make its own proposal to the Company as soon as practicable thereafter. The Company agrees that if it hereafter provides material confidential information concerning the Company as part of discussions or proposed discussions concerning a business combination with or sale of the Company to any person or group without the recipient being bound by a standstill agreement or if a standstill agreement entered into by such person or group contains terms more favorable to such person or group or less favorable to the Company than the terms of the standstill limitation contained in this Agreement, then the limitations of Section 5.1 of this Agreement shall automatically terminate. The Company agrees to give Yahoo! Korea notice, as soon as practicable thereafter, of the provision hereafter of material confidential information concerning the Company as part of discussions or proposed discussions concerning a business combination or sale of the Company unless prior to or concurrent therewith such person executes a standstill agreement on terms no more favorable to such person than the terms of the standstill limitation contained in Section 5.1 of this Agreement in which event no such notice shall be required.
Exceptions to Standstill. Notwithstanding the foregoing Section 5, nothing in this Agreement shall restrict the ability of any member of the Exar Board of Directors who is affiliated with the Stockholder from performing his or her duties as a director of Exar and acting in his or her capacity as a director of Exar, including, without limitation, carrying out his or her fiduciary duties to the stockholders of Exar.
Exceptions to Standstill. Notwithstanding the restrictions set forth in Section 4.1 above:
Exceptions to Standstill. Notwithstanding Section 4.01 or Section 4.02, none of Paul Allen nor any Vulcan Stockholder shall be subject to any of the ▇▇▇▇▇▇▇▇▇ons set forth therein if (a) the Company shall have entered into a definitive agreement providing for, or, in the case of clause (ii) below, the Board of Directors of the Company shall have recommended in favor of, (i) any direct or indirect acquisition or purchase by any Person or Group of a majority of the Common Stock of the Company, (ii) any tender offer or exchange offer that if consummated would result in any Person or Group acquiring a majority of the Common Stock of the Company or (iii) any merger, consolidation, share exchange or other business combination involving the Company which, if consummated, would result in the stockholders of the Company immediately prior to the consummation of such transaction ceasing to own at least a majority of the equity interests in the surviving entity (or any direct or indirect parent of such surviving entity); (b) any Person or Group (other than the Company, any Class B Holder, any Vulcan Party or any Group that includes a Vulcan Party or a Class B Holder) acquires 25% or more of the number of then outstanding shares of Common Stock or other voting securities of the Company having the right to vote generally in the election of Directors; (c) any Class B Holder, Principal, Family Group Member or any of their respective Affiliates commences (x) a "going private" transaction subject to Rule 13e-3 under Section 13(e) of the Exchange Act involving the Company or any of its material subsidiaries or (y) a transaction of the type contemplated in clause (a) above; or (d) the KG Termination Date shall have occurred.
Exceptions to Standstill. 13.3.1 Clause 13.1 does not apply to Casa’s acquisition of the Shares in accordance with this Deed, the Scheme or the Transaction Documents.
13.3.2 If the NetComm Directors make, in relation to a Competing Proposal, the determination referred to in clause 14.6.1(i) then:
(a) the restrictions in clause 13.1 immediately cease to apply to the extent necessary to allow Casa or any of its Related Bodies Corporate (alone or with others) to propose and make an off market bid under Chapter 6 of the Corporations Act in respect of 100% of the Shares (Permitted Bid), provided always that:
(i) the consideration offered under the Permitted Bid must be greater than the Scheme Consideration;
(ii) the Permitted Bid must have a minimum acceptance condition of 50% which cannot be waived by Casa; and
(iii) Casa may not obtain a Relevant Interest in relation to any Shares except as a result of the acceptances of offers under the Permitted Bid or at any time after the minimum acceptance condition has been satisfied.
(b) Casa will be permitted to include Confidential Information of NetComm in any bidder’s statement in respect of such takeover bid provided that such Confidential Information may only be included in such bidder’s statement to the extent required by law; and
(c) this Deed will terminate on the date on which Casa announces, or publicly indicates an intention to announce, the Permitted Bid, provided always if Casa is entitled or will become entitled to the Casa Break Fee, that Casa Break Fee has been paid to Casa in accordance with clause 15.
Exceptions to Standstill. MTVN shall not be subject to any of the restrictions set forth in Section 4.01 if (a) the Board determines to solicit bids for the acquisition of RealNetworks, (b) the Board shall have recommended in favor of or shall have entered into a definitive agreement providing for any Business Combination except that references to 20% of any class of Equity Securities of RealNetworks or any resulting parent company of RealNetworks in the definition thereof shall be changed to the greater of (A) 35% of the Voting Stock of RealNetworks or any resulting parent company of RealNetworks and (B) one share more than the number of shares of Voting Stock of RealNetworks or any resulting parent company of RealNetworks then Beneficially Owned by R▇▇▇▇▇ ▇▇▇▇▇▇, for purposes hereof, (c) any Person or Group (other than MTVN or any Group that includes MTVN), at any point in time, acquires, has acquired or otherwise has Beneficial Ownership of the greater of (A) 35% of the Voting Stock of RealNetworks or any resulting parent company of RealNetworks and (B) one share more than the number of shares of Voting Stock of RealNetworks or any resulting parent company of RealNetworks then Beneficially Owned by R▇▇▇▇▇ ▇▇▇▇▇▇ or (d) any Person (other than MTVN or its Affiliates) commences a “going private” transaction subject to Rule 13e-3 under Section 13(e) of the Exchange Act involving RealNetworks. For purposes of this Article IV, neither RealNetworks nor R▇▇▇▇▇ ▇▇▇▇▇▇ shall be deemed to be an Affiliate of MTVN or part of a Group with MTVN or any of its Affiliates.
Exceptions to Standstill. Notwithstanding the restrictions set forth ------------------------ in Section 4.1 above:
Exceptions to Standstill. Typically, exceptions are permitted to (i) preserve value of collateral that may threaten to speedily decline, (ii) assert, protect, preserve or vote in respect of a claim in a bankruptcy proceeds, or (iii) taking action to receive permitted reorganization securities.
Exceptions to Standstill. (a) Notwithstanding the foregoing restrictions, the provisions of Section 15.1 shall not apply to:
(i) the exercise by Takeda of any of its rights under this Agreement;
(ii) the exercise by Takeda as an AMAG stockholder, if applicable, of any voting rights available to AMAG stockholders generally pursuant to any transaction described Section 15.1(a)(ii) or (b) above, provided that Takeda has not then either directly, indirectly, or as a member of a Group made, effected, initiated or caused such transaction to occur;
(iii) any activity by Takeda after AMAG has made any public announcement of its intent to solicit or engage in any transaction which would result in a Change of Control of AMAG, or after any such Change of Control of AMAG shall have occurred;
(iv) making any communication to AMAG executive management on a confidential basis that Takeda would be interested in engaging in discussions with AMAG that could result in a negotiated transaction described in Section 15.1(a) or (b) so long as Takeda does not propose any such transaction without AMAG’s prior consent.
(v) any investment by Takeda or an Affiliate of Takeda in third-party mutual funds or other similar passive investment vehicles that hold interests in securities of AMAG or any of its Affiliates (and any such interests in securities shall not be taken into account for the purpose of Section 15.1(a)), provided that the provisions of this clause (v) shall apply with respect to any such fund or vehicle only for so long as such fund or vehicle satisfies the requirements of paragraphs (i) and (ii) of Rule 13d-1(b)(1) promulgated under the Securities Exchange Act of 1934, as amended, with respect to any AMAG securities held by such fund or vehicle; or
(vi) Takeda’s engagement and/or discussions with legal, accounting, or financial advisors for the limited purposes of evaluating any of the transactions contemplated in subparagraphs (a), (b), (c), (d), (e) or (f) of Section 15.1.
(b) Except as provided in Section 15.3 below, the restrictions of Section 15.1 no longer shall be applicable in the event of the occurrence of any of the following:
(i) AMAG enters into a definitive written merger, sale or other business combination agreement pursuant to which fifty percent (50%) or more of the outstanding common stock of AMAG would be converted into cash or securities of another Person or Group or, immediately after the consummation of such transaction, fifty percent (50%) or more of the then outstanding co...