LIMITATION ON VARIOUS OTHER ACTIONS. During the Standstill Period, NWA Corp. will not, and will cause each of its Affiliates not to, take any action, alone or in concert with any other Person, (a) to seek to effect a change in control of KLM or a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof, (b) to seek to effect a Reorganization Transaction with respect to KLM or a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof, (c) except as provided for in the Umbrella Agreements, to seek to effect any control or influence over the management of KLM, a KLM Holding Company or a KLM Partner, or any successor thereof or any Affiliate thereof, the Supervisory Board of KLM or the Works Council of KLM or the policies of KLM, a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof, (d) to advise, assist or encourage or finance (or assist or arrange financing to or for) any other Person in connection with any of the matters restricted by, or to otherwise seek to circumvent the limitations of the provisions of, Section 3 of this Agreement (any such action described in clause (a), (b), (c) or (d), a "KLM TRANSACTION PROPOSAL"), (e) to present to KLM or a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof, its stockholders or any third party any proposal that can reasonably be expected to result in a KLM Transaction Proposal or in an increase in the KLM Combined Voting Power of KLM Voting Securities beneficially owned in the aggregate by NWA Corp. and its Affiliates, (f) to publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions or have another Person engage in a transaction or group of transactions that could reasonably be expected to result in a KLM Transaction Proposal or in an increase in the KLM Combined Voting Power of KLM Voting Securities beneficially owned in the aggregate by NWA Corp. and its Affiliates, (g) to initiate, request, induce, encourage or attempt to induce or give encouragement to any other Person to initiate, or otherwise provide assistance to any Person who has made or is contemplating making, any proposal that can reasonably be expected to result in a KLM Transaction Proposal or in an increase in the KLM Combined Voting Power of KLM Voting Securities beneficially owned in the aggregate by NWA Corp. and its Affiliates, or (h) to request a waiver, modification or amendment of any of the provisions of Section 3 of this Agreement; PROVIDED, HOWEVER, that this subclause (h) shall not apply to any Private NWA Corp. Waiver Request conveyed during the pendency of any unsolicited Business Combination Proposal made (either publicly or in a communication to the Supervisory Board of KLM) by any Person that is engaged in the commercial airline business or Group that is engaged in the commercial airline business or Group that includes a Person engaged in the commercial airline business (other than NWA Corp. and its Affiliates). NWA Corp. represents and warrants that as of the date hereof it owns no KLM Voting Securities and its KLM Combined Voting Power is zero.
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Samples: Standstill Agreement (Northwest Airlines Corp), Standstill Agreement (Northwest Airlines Corp)
LIMITATION ON VARIOUS OTHER ACTIONS. During the Standstill Period, NWA Corp. KLM will not, and will cause each of its Affiliates not to, take any action, alone or in concert with any other Person, (a) to seek to effect a change in control of KLM or a KLM Holding Company or a KLM Partner NWA Corp. or any successor thereof or any Affiliate thereof, (b) to seek to effect a Reorganization Transaction with respect to KLM or a KLM Holding Company or a KLM Partner NWA Corp. or any successor thereof or any Affiliate thereof, (c) except as provided for in the Umbrella Agreements, to seek to effect any control or influence over the management of KLM, a KLM Holding Company or a KLM Partner, NWA Corp. or any successor thereof or any Affiliate thereof, the Supervisory NWA Corp. Board of KLM or the Works Council of KLM Directors or the policies of KLM, a KLM Holding Company or a KLM Partner NWA Corp. or any successor thereof or any Affiliate thereof, (d) to advise, assist or encourage or finance (or assist or arrange financing to or for) any other Person in connection with any of the matters restricted by, or to otherwise seek to circumvent the limitations of the provisions of, Section 3 2 of this Agreement (any such action described in clause (a), (b), (c) or (d), a "KLM NWA TRANSACTION PROPOSAL"), (e) to present to KLM or a KLM Holding Company or a KLM Partner NWA Corp. or any successor stockholders thereof or any Affiliate thereof, its stockholders or any third party any proposal that can reasonably be expected to result in a KLM NWA Transaction Proposal or in an increase in the KLM NWA Corp. Combined Voting Power of KLM NWA Corp. Voting Securities beneficially owned in the aggregate by NWA Corp. KLM and its Affiliates, (f) to publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions or have another Person engage in a transaction or group of transactions that could reasonably be expected to result in a KLM NWA Transaction Proposal or in an increase in the KLM NWA Corp. Combined Voting Power of KLM NWA Corp. Voting Securities beneficially owned in the aggregate by NWA Corp. KLM and its Affiliates, (g) to initiate, request, induce, encourage or attempt to induce or give encouragement to any other Person to initiate, or otherwise provide assistance to any Person who has made or is contemplating making, any proposal that can reasonably be expected to result in a KLM NWA Transaction Proposal or in an increase in the KLM NWA Corp. Combined Voting Power of KLM NWA Corp. Voting Securities beneficially owned in the aggregate by NWA Corp. KLM and its Affiliates, or (h) to request a waiver, modification or amendment of any of the provisions of Section 3 2 of this Agreement; PROVIDED, HOWEVER, that this subclause (h) shall not apply to any Private NWA Corp. KLM Waiver Request conveyed during the pendency of any unsolicited Business Combination Proposal made (either publicly or in a communication to the Supervisory NWA Corp. Board of KLMDirectors) by any Person that is engaged in the commercial airline business or Group that is engaged in the commercial airline business or Group that includes a Person engaged in the commercial airline business (other than NWA Corp. KLM and its Affiliates). For purposes of this Section 2: (i) a "Business Combination Proposal" means (x) a tender or exchange offer or other bona fide offer to acquire directly or indirectly any voting securities of NWA Corp. represents and warrants that as under circumstances such that, immediately after such acquisition, such Person or Group would beneficially own voting securities with an aggregate voting power representing more than 50% of the date hereof total voting power of NWA Corp., or (y) a proposal or offer for a merger, amalgamation or other business combination directly or indirectly involving NWA Corp. that would result in a change in control of NWA Corp., or a proposal or offer to acquire directly or indirectly all or substantially all the assets of NWA Corp.; (ii) a "KLM Business Combination Proposal" means a (A) Business Combination Proposal made by KLM, (B) a Business Combination Proposal made by a Group in which KLM is a participant or (C) the formation by KLM of a Group for the purpose of making a Business Combination Proposal; PROVIDED, HOWEVER, in each case, in the event of a Business Combination Proposal described in clause (x) or (y) above, a Business Combination Proposal shall not constitute a KLM Business Combination Proposal unless consummation of such Business Combination Proposal would result in KLM (or the Group in which it owns no is a participant, if applicable) beneficially owning voting securities with an aggregate voting power representing more than 50% of the total voting power of NWA Corp.; and (iii) a "Private KLM Voting Securities and Waiver Request" means a request conveyed by the President of KLM to the Chief Executive Officer of NWA Corp. for a waiver of the provisions of Section 2 of this Agreement solely to permit KLM to submit a KLM Business Combination Proposal to the Chief Executive Officer of NWA Corp. in competition with such unsolicited Business Combination Proposal, provided that neither the fact that such request has been made by KLM, the fact that KLM has submitted or will be submitting a KLM Business Combination Proposal or any of the terms of such KLM Business Combination Proposal are publicly disclosed, directly or indirectly, by or on behalf of KLM or any of its KLM Combined Voting Power is zeroAffiliates.
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LIMITATION ON VARIOUS OTHER ACTIONS. During the Standstill Period, NWA Corp. will not, and will cause each of its Affiliates not to, take any action, alone or in concert with any other Person, (a) to seek to effect a change in control of KLM or a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof, (b) to seek to effect a Reorganization Transaction with respect to KLM or a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof, (c) except as provided for in the Umbrella Agreements, to seek to effect any control or influence over the management of KLM, a KLM Holding Company or a KLM Partner, or any successor thereof or any Affiliate thereof, the Supervisory Board of KLM or the Works Council of KLM or the policies of KLM, a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof, (d) to advise, assist or encourage or finance (or assist or arrange financing to or for) any other Person in connection with any of the matters restricted by, or to otherwise seek to circumvent the limitations of the provisions of, Section 3 of this Agreement (any such action described in clause (a), (b), (c) or (d), a "KLM TRANSACTION PROPOSAL"), (e) to present to KLM or a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereof, its stockholders or any third party any proposal that can reasonably be expected to result in a KLM Transaction Proposal or in an increase in the KLM Combined Voting Power of KLM Voting Securities beneficially owned in the aggregate by NWA Corp. and its Affiliates, (f) to publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions or have another Person engage in a transaction or group of transactions that could reasonably be expected to result in a KLM Transaction Proposal or in an increase in the KLM Combined Voting Power of KLM Voting Securities beneficially owned in the aggregate by NWA Corp. and its Affiliates, (g) to initiate, request, induce, encourage or attempt to induce or give encouragement to any other Person to initiate, or otherwise provide assistance to any Person who has made or is contemplating making, any proposal that can reasonably be expected to result in a KLM Transaction Proposal or in an increase in the KLM Combined Voting Power of KLM Voting Securities beneficially owned in the aggregate by NWA Corp. and its Affiliates, or (h) to request a waiver, modification or amendment of any of the provisions of Section 3 of this Agreement; PROVIDED, HOWEVER, that this subclause (h) shall not apply to any Private NWA Corp. Waiver Request conveyed during the pendency of any unsolicited Business Combination Proposal made (either publicly or in a communication to the Supervisory Board of KLM) by any Person that is engaged in the commercial airline business or Group that is engaged in the commercial airline business or Group that includes a Person engaged in the commercial airline business (other than NWA Corp. and its Affiliates). NWA Corp. represents and warrants that as of the date hereof it owns no KLM Voting Securities and its KLM Combined Voting Power is zero. For purposes of this Section 3: (i) a "Business Combination Proposal" means (x) a tender or exchange offer or other bona fide offer to acquire directly or indirectly any voting securities of KLM under circumstances such that, immediately after such acquisition, such Person or Group would beneficially own voting securities with an aggregate voting power representing more than 50% of the total voting power of KLM, or (y) a proposal or offer for a merger, amalgamation or other business combination directly or indirectly involving KLM that would result in a change in control of KLM, or a proposal or offer to acquire directly or indirectly all or substantially all the assets of KLM; (ii) a "NWA Corp. Business Combination Proposal" means a (A) Business Combination Proposal made by NWA Corp., (B) a Business Combination Proposal made by a Group in which NWA Corp. is a participant or (C) the formation by NWA Corp. of a Group for the purpose of making a Business Combination Proposal; PROVIDED, HOWEVER, in each case, in the event of a Business Combination Proposal described in clause (x) or (y) above, a Business Combination Proposal shall not constitute a NWA Corp. Business Combination Proposal unless consummation of such Business Combination Proposal would result in NWA Corp. (or the Group in which it is a participant, if applicable) beneficially owning voting securities with an aggregate voting power representing more than 50% of the total voting power of KLM; and (iii) a "Private NWA Corp. Waiver Request" means a request conveyed by the Chief Executive Officer of NWA Corp. to the President of KLM for a waiver of the provisions of Section 3 of this Agreement solely to permit NWA Corp. to submit a NWA Corp. Business Combination Proposal to the President of KLM in competition with such unsolicited Business Combination Proposal; provided, that neither the fact that such request has been made by NWA Corp., the fact that NWA Corp. has submitted or will be submitting a NWA Corp. Business Combination Proposal or any of the terms of such NWA Corp. Business Combination Proposal are publicly disclosed, directly or indirectly, by or on behalf of NWA Corp. or any of its Affiliates.
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LIMITATION ON VARIOUS OTHER ACTIONS. During the Standstill Period, NWA Corp. KLM will not, and will cause each of its Affiliates not to, take any action, alone or in concert with any other Person, (a) to seek to effect a change in control of KLM or a KLM Holding Company or a KLM Partner NWA Corp., its successors or any successor thereof or any Affiliate thereofof its Affiliates, (b) to seek to effect a Reorganization Transaction with respect to KLM or a KLM Holding Company or a KLM Partner NWA Corp., its successors or any successor thereof or any Affiliate thereofof its Affiliates, (c) except as provided for in the Umbrella Agreements, to seek to effect any control or influence over the management of KLMNWA Corp., a KLM Holding Company or a KLM Partner, its successors or any successor thereof or any Affiliate thereofof its Affiliates, the Supervisory NWA Corp. Board of KLM or the Works Council of KLM Directors or the policies of KLMNWA Corp., a KLM Holding Company or a KLM Partner its successors or any successor thereof or any Affiliate thereofof its Affiliates, (d) to advise, assist or encourage or finance (or assist or arrange financing to or for) any other Person in connection with any of the matters restricted by, or to otherwise seek to circumvent the limitations of the provisions of, Section 3 2 of this Agreement (any such action described in clause (a), (b), (c) or (d), a "KLM NWA TRANSACTION PROPOSAL"), (e) to present to KLM or a KLM Holding Company or a KLM Partner or any successor thereof or any Affiliate thereofNWA Corp., its stockholders or any third party any proposal that can reasonably be expected to result in a KLM NWA Transaction Proposal or in an increase in the KLM NWA Corp. Combined Voting Power of KLM NWA Corp. Voting Securities beneficially owned in the aggregate by NWA Corp. KLM and its Affiliates, (f) to publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions or have another Person engage in a transaction or group of transactions that could reasonably be expected to result in a KLM NWA Transaction Proposal or in an increase in the KLM NWA Corp. Combined Voting Power of KLM NWA Corp. Voting Securities beneficially owned in the aggregate by NWA Corp. KLM and its Affiliates, (g) to initiate, request, induce, encourage or attempt to induce or give encouragement to any other Person to initiate, or otherwise provide assistance to any Person who has made or is contemplating making, any proposal that can reasonably be expected to result in a KLM NWA Transaction Proposal or in an increase in the KLM NWA Corp. Combined Voting Power of KLM NWA Corp. Voting Securities beneficially owned in the aggregate by NWA Corp. KLM and its Affiliates, or (h) to request a waiver, modification or amendment of any of the provisions of Section 3 2 of this Agreement; PROVIDED, HOWEVER, that this subclause (h) shall not apply to any Private NWA Corp. KLM Waiver Request conveyed during the pendency of any unsolicited Business Combination Proposal made (either publicly or in a communication to the Supervisory NWA Corp. Board of KLMDirectors) by any Person that is engaged in the commercial airline business or Group that is engaged in the commercial airline business or Group that includes a Person engaged in the commercial airline business (other than NWA Corp. KLM and its Affiliates). NWA Corp. represents and warrants that as of the date hereof it owns no KLM Voting Securities and its KLM Combined Voting Power is zero.
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LIMITATION ON VARIOUS OTHER ACTIONS. During the Standstill Period, NWA Corp. KLM will not, and will cause each of its Affiliates not to, take any action, alone or in concert with any other Person, (a) to seek to effect a change in control of KLM or a KLM Holding Company or a KLM Partner NWA Corp. or any successor thereof or any Affiliate thereof, (b) to seek to effect a Reorganization Transaction with respect to KLM or a KLM Holding Company or a KLM Partner NWA Corp. or any successor thereof or any Affiliate thereof, (c) except as provided for in the Umbrella Agreements, to seek to effect any control or influence over the management of KLM, a KLM Holding Company or a KLM Partner, NWA Corp. or any successor thereof or any Affiliate thereof, the Supervisory NWA Corp. Board of KLM or the Works Council of KLM Directors or the policies of KLM, a KLM Holding Company or a KLM Partner NWA Corp. or any successor thereof or any Affiliate thereof, (d) to advise, assist or encourage or finance (or assist or arrange financing to or for) any other Person in connection with any of the matters restricted by, or to otherwise seek to circumvent the limitations of the provisions of, Section 3 2 of this Agreement (any such action described in clause (a), (b), (c) or (d), a "KLM NWA TRANSACTION PROPOSAL"), (e) to present to KLM or a KLM Holding Company or a KLM Partner NWA Corp. or any successor stockholders thereof or any Affiliate thereof, its stockholders or any third party any proposal that can reasonably be expected to result in a KLM NWA Transaction Proposal or in an increase in the KLM NWA Corp. Combined Voting Power of KLM NWA Corp. Voting Securities beneficially owned in the aggregate by NWA Corp. KLM and its Affiliates, (f) to publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions or have another Person engage in a transaction or group of transactions that could reasonably be expected to result in a KLM NWA Transaction Proposal or in an increase in the KLM NWA Corp. Combined Voting Power of KLM NWA Corp. Voting Securities beneficially owned in the aggregate by NWA Corp. KLM and its Affiliates, (g) to initiate, request, induce, encourage or attempt to induce or give encouragement to any other Person to initiate, or otherwise provide assistance to any Person who has made or is contemplating making, any proposal that can reasonably be expected to result in a KLM NWA Transaction Proposal or in an increase in the KLM NWA Corp. Combined Voting Power of KLM NWA Corp. Voting Securities beneficially owned in the aggregate by NWA Corp. KLM and its Affiliates, or (h) to request a waiver, modification or amendment of any of the provisions of Section 3 2 of this Agreement; PROVIDED, HOWEVER, that this subclause (h) shall not apply to any Private NWA Corp. KLM Waiver Request conveyed during the pendency of any unsolicited Business Combination Proposal made (either publicly or in a communication to the Supervisory NWA Corp. Board of KLMDirectors) by any Person that is engaged in the commercial airline business or Group that is engaged in the commercial airline business or Group that includes a Person engaged in the commercial airline business (other than NWA Corp. KLM and its Affiliates). NWA Corp. represents and warrants that as of the date hereof it owns no KLM Voting Securities and its KLM Combined Voting Power is zero.
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