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. In consideration of receipt by Employee of the ---------------------- additional vested option pursuant to Section 3 hereof, Employee covenants and agrees as follows:
a. Employee shall not, directly or indirectly, acquire or otherwise become the beneficial owner of any securities of the Employer, except pursuant to the exercise of the options discussed in Section 3 hereof.
b. Employee shall not, directly or indirectly, (i) solicit proxies with respect to the equity securities of the Employer under any circumstances or (ii) become a "participant" in any "election contest" (as such terms are used in Rule 14A- 11 of Regulation 14A under the Securities Exchange Act of 1934 ("xxx 0000 Xxx")) relating to the election of directors of Employer.
c. Employee shall not, directly or indirectly, join a partnership, limited partnership, syndicate or other "group" (as such term is used in Section 13(d)(1) of the 1934 Act), or otherwise act in concert with any person for the purpose of acquiring, holding, voting or disposing of securities of the Employer or rights to acquire such securities or for the purpose of circumventing the provisions of this Section 10.
d. Employee shall not, directly or indirectly, propose any business combination with Employer or make or propose a tender or exchange offer or any other offer for any securities of Employer.
e. Employee shall not agree to be a nominee to the Board of Directors of the Employer, nor shall he agree to serve as a director of the Employer.
f. Employee acknowledges that for purposes of this Section 10 "indirectly" includes communicating with, advising, facilitating, participating in, encouraging, soliciting, counseling or otherwise assisting others to take or attempt to take any of the actions prohibited by this Section 10. Employee and Employer understand that Employee shall not be in violation of this Section 10 with respect to the actions of others if Employee refuses to assist others with their actions.
g. The restrictions set forth in this Section 10 shall terminate on February 6, 2003.
Stand Still Agreement. 7.1 Subject to the terms of Clause 10 (Term and Termination) each Party agrees that it shall not, directly or indirectly, either alone or together with another person, without the prior written consent of the other Party:
(a) acquire or dispose, or cause, assist or advise another person to acquire or dispose, or enter into an agreement or arrangement (whether legally binding or not) or do or omit to do any act as a result of which it or another person may acquire or dispose, any shares or other securities of the other Party or any derivative products related to any such shares or other securities or any interests in any of them (the "Relevant Securities");
(b) obtain, or cause another person to obtain, or enter into an agreement or arrangement (whether legally binding or not) or do or omit to do any act as a result of which it or another person may obtain, (i) voting rights attached to shares in the other Party or (ii) control over the exercise of those voting rights;
(c) make or announce, or cause, assist or advise another person to make or announce, an offer for any Relevant Securities or enter into an agreement or arrangement or do or omit to do any act as a result of which it or another person may become obliged to make or announce an offer for any shares or other securities of the other Party; or
(d) cause, assist, advise or coordinate with a third party to make or announce an offer for any Relevant Securities while entering into an agreement or arrangements with such third party providing for the sale or transfer of any assets of the other Party to such Party. In this Clause 7.1 an "offer" means a general, partial, tender or other type of offer including, without limitation, an acquisition, takeover or merger transaction (however effected), reverse takeover, offer by a parent company for shares in its subsidiary, share exchange or any other similar transaction.
7.2 Each Party undertakes not to, directly or indirectly trade in, or in any way encourage any other party to trade in, any Relevant Securities, as long as it has price sensitive information and such actions result or could result in a breach of any applicable law or regulations with respect to abuse of price sensitive information in any jurisdiction.
7.3 Each Party shall procure that each of its Representatives to whom the Confidential Information was disclosed complies with this Clause 7.
7.4 Nothing in this Clause 7 shall prevent either Party or their respective Representatives from acting ...
Stand Still Agreement. Neither the Company nor Via-Tek will (and each Via-Tek Shareholder agrees that it will not on behalf of Via-Tek) solicit, initiate, or encourage the submission of any proposal or offer from any person or entity relating to any other transaction pending the closing of the transaction contemplated herein (including any acquisition structured as a merger, consolidation, or share exchange).
Stand Still Agreement. Each Stockholder hereby agrees that, except as set forth in this Agreement, it will not, directly or indirectly, without the prior written consent of the Company, during the period commencing on the date hereof and ending on May 31, 2006 (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for the Company's Common Stock (whether such shares or any such securities are then owned by the Stockholder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Company's Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Company's Common Stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Stockholders from selling (a) up to 58,000 shares of the Company's Common Stock that are owned by the Stockholders as of the Closing and are not subject to the purchase rights contained in this Agreement, and (b) shares of the Company's Common Stock not subject to the purchase rights contained in this Agreement that the Stockholders purchase in the public market; provided, however, that the Stockholders cannot utilize or lend any shares of the Company's Common Stock to facilitate or consummate any short sale or other derivative transaction with respect to the Company.
