Further Restrictions on Conduct. The VU Parties covenant and agree that until the Standstill Termination Date:
(a) except by virtue of VU's representation on the Board of Directors of the Company and as otherwise contemplated under this Agreement and the other agreements contemplated by the Transaction Agreement or as otherwise permitted by the Board of Directors of the Company or the CEO so long as Mr. Diller is CEO, neither the VU Parties nor any Affiliatx xxxxxxx will otherwise act, alone or in concert with others, to seek to affect or influence the control of the management or Board of Directors of the Company or the business, operations or policies of the Company (it being agreed that this paragraph shall not prohibit the VU Parties, their Affiliates and their respective employees from engaging in ordinary course business activities with the Company);
(b) other than to a Permitted Transferee, pursuant to the Transaction Agreement or the Amended and Restated Stockholders Agreement, neither the VU Parties nor any Affiliate thereof shall deposit any Equity Securities in a voting trust or subject any Equity Securities to any proxy, arrangement or agreement with respect to the voting of such securities or other agreement having similar effect;
(c) neither the VU Parties nor any Affiliate thereof shall propose any merger, tender offer or other business combination involving the Company or any of its Affiliates; PROVIDED, that discussions relating to the possibility of such a proposal in which Mr. Diller participates shall not be deemed to be a breach xx xxxx xovenant;
(d) neither the VU Parties nor any Affiliate thereof shall initiate or propose any stockholder proposal or make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" to vote, or seek to influence any Person with respect to the voting of, any Equity Securities, or became a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of the majority of the directors of the Company with respect to any matter, except in response to a solicitation by a third party;
(e) other than as is contemplated by this Agreement, the Transaction Agreement, the Amended and Restated Stockholders Agreement and the other agreements contemplated by the Transaction Agreement, neither the VU Parties nor any Affiliate thereof shall join a partnership, limited partnership, syndicate or other group, or otherwise act in concert with any other Pe...
Further Restrictions on Conduct. (a) Unless waived or approved in advance in accordance with Section 5.02(b) hereof, each of the LIH Entities severally covenants and agrees that until the Standstill Termination Date, neither it nor any of its Affiliates or Associates shall:
(i) initiate, propose, make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" to vote, or seek to influence any Person with respect to the voting of, any Voting Securities, or become a "participant" in a "solicitation" or "election contest" (as such terms are defined or used in Regulation 14A under the Exchange Act, as in effect on the date hereof), in any election contest with respect to the election or removal of the Independent Directors proposed by the specified committees in accordance with Article II;
(ii) other than as contemplated by Section 1.01(a) solicit, offer, seek or propose to any other Person (including without limitation the Company) any form of merger with, tender or exchange offer for securities of, sale or liquidation of assets of, or similar business combination transaction with or involving the Company or its Affiliates or Associates; provided, however, the foregoing shall not restrict any such action relating to a merger or similar business combination with the purpose and effect of the Company or its Affiliates and Associates acquiring the business, voting securities or assets of another Person; or
Further Restrictions on Conduct. The Investor covenants and agrees with the Company that until the Termination Date, neither it nor any of its Affiliates shall:
(a) initiate, propose, make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" to vote, or seek to influence any Person with respect to the voting of, any Voting Securities, or become a "participant" in a "solicitation" or "election contest" (as such terms are defined or used in Regulation 14A under the Exchange Act), in any election contest with respect to the election or removal of the members of the Board, except for any of the foregoing actions taken in support of any recommendation of the Board;
(b) other than a transaction permitted by Section 3.1 (b) (iv) hereof, solicit, offer, seek or propose to acquire shares of Common Stock in excess of the number of shares permitted by this Agreement, whether directly or indirectly through a tender offer, proxy or consent solicitation, exchange offer, merger proposal or otherwise; provided, however, that this provision shall not prohibit the Investor from making any such proposals to the Board subject to the provisions of Section 4.3 hereof.
(c) become a member of a "group" within the meaning of Section 13(d)(3) of the Exchange Act with any person other than the Investor and its Affiliates. Notwithstanding anything herein to the contrary, for purposes of this Section 2.3, CIBC Fiduciary Shares shall not be treated as being Beneficially Owned by an Affiliate of the Investor.
Further Restrictions on Conduct. The Investor covenants and agrees with the Company that until the Termination Date, neither it nor any of its Affiliates shall:
(a) initiate, propose, make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" to vote, or seek to influence any Person
Further Restrictions on Conduct. 9 Section 1.04. Reports................................................ 11 Section 1.05. Transferees............................................ 11 ARTICLE II BOARD OF DIRECTORS AND RELATED MATTERS................. 12 Section 2.01. Initial Composition of Board of Directors.............. 12 Section 2.02. Proportionate Representation........................... 12 Section 2.03. Management of the Business............................. 16 Section 2.04. Fundamental Changes.................................... 16 Section 2.05.
Further Restrictions on Conduct. Except as permitted by the Stockholders' Agreement, Stockholder covenants and agrees that during the Standstill Period, without the prior written consent of Company:
(a) Neither Stockholder nor any Affiliate of Stockholder shall act, alone or in concert with others, to seek to affect or influence the control of the management or Board of Directors of Company or the business, operations, or policies of Company;
(b) Neither Stockholder nor any Affiliate of Stockholder shall deposit any Voting Securities in a voting trust (except a voting trust or agreement or agreement to which Company is a party) or, except as provided in the Stockholders' Agreement, subject any Voting
Further Restrictions on Conduct. (a) Unless waived or approved in advance in accordance with Section 5.02(b) hereof, each of LIH and LIH II severally covenants and agrees that until the Standstill Termination Date, neither it nor any of its Affiliates or Associates shall:
(i) initiate, propose, make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" to vote, or seek to influence any Person with respect to the voting of, any Voting Securities, or become a "participant" in a "solicitation" or "election contest" (as such terms are defined or used in Regulation 14A under the Exchange Act, as in effect on the date hereof), in any election contest with respect to the election or removal of the Independent Directors proposed by the specified committees in accordance with Article II;
(ii) other than as contemplated by Section 1.01(a) solicit, offer, seek or propose to any other Person (including without limitation the Company) any form of merger with, tender or exchange offer for securities of, sale or liquidation of assets of, or similar business combination transaction with or involving the Company or its Affiliates or Associates; provided. however, the foregoing shall not restrict any such action relating to a merger or similar business combination with the purpose and effect of the Company or its Affiliates and Associates acquiring the business, voting securities or assets of another Person; or
(iii) take any other action inconsistent with the foregoing.
Further Restrictions on Conduct. The Stockholder covenants and agrees that during the Standstill Period:
(a) Except solely by virtue of the Stockholder's representation on the Board of Directors of the Company, neither the Stockholder nor any Affiliate thereof will otherwise act, alone or in concert with others, to seek to affect or influence the control of the management or Board of Directors of the Company or the business, operations or policies of the Company;
(b) It shall not deposit any Voting Securities in a voting trust (except a voting trust or agreement to which the Company is a party) or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities or other agreement having similar effect;
(c) Neither the Stockholder nor any Affiliate thereof shall make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies" to vote, or seek to influence any Person with respect to the voting of, any Voting Securities, or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange
Further Restrictions on Conduct. (a) Unless waived or approved in advance in accordance with Section 5.02(b) hereof, each of LIH and LIH II severally covenants and agrees that until the Standstill Termination Date, neither it nor any of its Affiliates or Associates shall:
(i) initiate, propose, make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" to vote, or seek to influence any Person with respect to the voting of, any Voting Securities, or become a "participant" in a "solicitation" or "election contest" (as such terms are defined or used in Regulation 14A under the Exchange Act, as in effect on the date hereof), in any election contest with respect to the election or removal of the Independent Directors proposed by the specified committees in accordance with Article II;
(ii) other than as contemplated by Section 1.01(a) solicit, offer, seek or propose to any other Person (including without limitation the Company) any form of
Further Restrictions on Conduct. The Investor covenants and agrees with the Company that, during the Effective Period, neither it nor any of its Affiliates shall:
(a) initiate, propose, make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" to vote, or seek to influence any Person with respect to the voting of, any Company Securities, or become a "participant" in a "solicitation" or "election contest" (as such terms are defined or used in Regulation 14A under the Exchange Act), in any election contest with respect to the election or removal of the members of the Board, except for any of the foregoing actions taken in support of any recommendation of the Board;
(b) other than a transaction permitted by Section 1.5(b)(iv) hereof, solicit, offer, seek or propose to acquire shares of Company Securities in excess of the number of shares permitted by this Agreement, whether directly or indirectly through a tender offer, proxy or consent solicitation, exchange offer, merger proposal or otherwise; or
(c) become a member of a "group" within the meaning of Section 13(d)(3) of the Exchange Act with any person other than the Investor and its Affiliates.
