Stand Still Agreement. Except for the Shares and Warrant Shares acquired hereunder, each of the Investors agrees that it will not individually or collectively, directly or indirectly, acquire or attempt to acquire additional shares of the Company’s Common Stock without the prior consent of the Company.
Stand Still Agreement. Holder hereby agrees that for a period of up to one hundred eighty (180) days following the effective date of a registration statement of the Company covering Common Stock (or other securities) to be sold on its behalf in an underwritten public offering, it shall not, to the extent requested by the Company or any underwriter, sell or otherwise transfer or dispose of (other than to transferees who agree to be similarly bound) any securities of the Company held by Holder at any time during such period except securities included in such registration. To enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the securities held by Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.
Stand Still Agreement. Except for the acquisition of the Tranche I Shares or as otherwise contemplated by this Agreement, the Purchaser hereby agrees that UNTIL SUCH TIME AS THE SUM OF $225,000 REPRESENTING THE PROCEEDS OF PAYMENT FOR THE TRANCHE II SHARES ARE PAID FOR IN FULL AS DIRECTED BY THE COMPANY, that neither the Company nor the Purchaser (nor any Affiliate of the Purchaser) as that term is defined in Rule 405 under the Securities Act (regardless of whether such person or entity is an Affiliate on the date hereof) will (i) cause to be issued any securities (equity or debt or combination thereof) of the Company by purchase or otherwise or direct or indirect rights or options to acquire any securities of the Company, (ii) make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies' to vote (as such terms are used in the proxy rules of the SEC), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company, (iii) form, join or in any way participate in a "group" within the meaning of Section 13(d) (3) of the Exchange Act with respect to any voting securities of the Company, or (iv) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the Company including but not limited to acting in any manner to replace or displace the current Chief Executive Officer. Purchaser acknowledges that the Company would not have an adequate remedy at law for money damages in the event that this covenant were not performed in accordance with its terms and therefore Purchaser agrees that the Company shall be entitled to (i) specific enforcement of the terms hereof; (ii) the immediate rescission or cancellation of the Tranche I Shares; and (iii) any other remedy to which it may be entitled, at law or in equity.
Stand Still Agreement. Neither Party will solicit, initiate, or encourage the submission of any proposal or offer from any person or entity relating to any other transaction related to the matters being acquired under this Agreement pending the closing of the transaction contemplated herein.
Stand Still Agreement. Other than those potential acquisitions which have previously been disclosed to Public Company, the Company Parties agree not to solicit from any third party an offer or expression of interest in or with respect to any acquisition, combination or similar transaction involving Company, or substantially all of its assets or securities (whether outstanding or authorized but unissued) and further agree that they will promptly inform Public Company of the existence of any such unsolicited offer or expression of interest.
Stand Still Agreement. The Purchaser agrees it will not sell, transfer or otherwise dispose of any securities of the Company during the period commencing upon the date upon which the Company files a registration statement with the Securities and Exchange Commission for the registration of any securities for sale to the public and terminating on the 180th day following the date on which the Company's registration statement with respect to its initial public offering is declared effective.
Stand Still Agreement. As long as this Agreement is in effect and except as contemplated herein, neither Xxxxxxxx nor Tantalex (including their respective directors, officers and agents) will solicit any discussions, expressions of interest, proposals or accept any offers from any Person relating to a possible merger, amalgamation, arrangement or relating to the sale of substantially all of the shares or assets, or any controlling equity interest of Lynnwood or Tantalex (other than as contemplated under this Agreement), as applicable, provided however that the board of directors of Lynnwood and Tantalex, as applicable, may take action or refrain from taking action as is appropriate to satisfy applicable fiduciary duties and further provided that Xxxxxxxx and Tantalex (including their directors, officers and agents) may solicit and accept offers if the articles of amalgamation are not filed with the Director on or before the Termination Date.
Stand Still Agreement. As long as this Agreement is in effect and except as contemplated herein, Diitalk (including its respective directors, officers and agents) will not solicit any discussions, expressions of interest, proposals or accept any offers from any Person relating to a possible merger, amalgamation, arrangement or relating to the sale of substantially all of the shares or assets, or any controlling equity interest of Diitalk (other than as contemplated under this Agreement), as applicable, provided however that the board of directors of Diitalk, as applicable, may take action or refrain from taking action as is appropriate to satisfy applicable fiduciary duties and further provided that Diitalk (including its directors, officers and agents) may solicit and accept offers if the articles of amalgamation are not filed with the Director on or before the Termination Date.
Stand Still Agreement. The Noteholders agree that from the date --------------------- hereof to the Termination Date (as hereinafter defined), they will not, nor will they permit any of their Affiliates (as hereinafter defined), directly or indirectly, to:
Stand Still Agreement. Prior to January 1, 2002, the parties agree that Paradox will not attempt to directly or indirectly acquire shares of PAM xxxh that Paradox would hold more than 40% of the common stock of PAM, xxr will PAM xxxempt to directly or indirectly reduce Paradox's holding of shares of PAM xxxh that it would hold less than 40%, nor issue any other class or series of Securities without approval of Paradox.
