Exceptions to Standstill. The prohibitions in Section 4.1(a) shall not apply to the activities of any Cinven Shareholder or any of their respective Affiliates in connection with:
(a) acquisitions made as a result of a share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change approved and/or publicly recommended by the Board of Directors;
(b) acquisitions made in connection with a transaction or series of related transactions in which the Cinven Shareholders or any of their respective Affiliates acquires a previously unaffiliated business entity that Beneficially Owns Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, at the time of the consummation of such acquisition, provided that in connection with any such acquisition, such Cinven Shareholders or such applicable Affiliate, as the case may be, (i) either (A) causes such entity to divest the Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the acquired entity within a period of one hundred twenty (120) calendar days after the date of the consummation of such acquisition or (B) divests the Equity Securities, Voting Securities or any other securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the Cinven Shareholders and their respective Affiliates, in an amount such that the Cinven Shareholders and their respective Affiliates, together with such acquired business entity, shall not, acting alone or as part of a Group or Jointly or In Concert with any Person or Persons, directly or indirectly, Beneficially Own a number of Common Shares in excess of the Standstill Level following such acquisition, and (ii) if any meeting of the shareholders of Concordia is held prior to the disposition thereof, votes such Common Shares or other Voting Securities on each matter presented at any such meeting of the shareholders of Concordia in accordance with its obligations under Section 3.1;
(c) a Permitted Transfer; or
(d) hedging activities involving index-linked instruments, provided that securities of Concordia represent not more than 5% of the underlying index.
Exceptions to Standstill. Notwithstanding the restrictions set forth in Section 4.1 above:
Exceptions to Standstill. Notwithstanding the restrictions set forth in Section 2.1 above:
Exceptions to Standstill. Notwithstanding Section 4.01 or Section 4.02, none of Xxxx Xxxxx nor any Vulcan Stockholder nor any Xxxxxxxxx Party (with respect to the restrictions set forth in Section 4.02) shall be subject to any of the restrictions 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) 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. 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 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. (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...
Exceptions to Standstill. Notwithstanding the provisions of the Term A Standstill Period set forth in this Article 7, any Term A Lender may, following provision of written notice to the Agent, take any of the following actions at any time and without approval of Agent or any other Lender without violating such provisions:
(a) In the event of an Event of Default under Section 8.1, Section 8.2 and/or Section 8.3 of the Credit Agreement, accelerate the maturity of the Loans in accordance with the Credit Agreement (provided, that any such acceleration shall not affect Seaport’s Buy-Out Right);
(b) Impose default interest rates as provided in the Credit Agreement;
(c) Terminate any further lending obligations as provided for in the Credit Agreement; and/or
(d) File suit to collect payment of interest, fees, and other amounts not involving enforcement against the Collateral.
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.
