Common use of Stand Still Clause in Contracts

Stand Still. To induce Buyer to proceed with this Agreement, Seller and the Members agree that until the Closing or the earlier valid termination of this Agreement, none of Seller, any Member or any of the representatives, officers, employees, directors, managers, members, partners, equityholders, advisors and agents or Affiliates of Seller or any Member will (a) directly or indirectly, offer to sell, solicit, initiate, encourage (including by way of furnishing information), or take any other action to facilitate any inquiry or the making of any proposal which constitutes, or could reasonably be expected to lead to, any acquisition or offer to purchase or engage in any discussions or activities of any nature whatsoever, directly or indirectly, involving in any manner the actual or potential sale, transfer, encumbrance, pledge, collateralization or hypothecation of any of the Purchased Assets or any ownership interests in Seller or any tender offer or exchange offer, merger, consolidation, business combination, sale of substantially all assets, sale of securities, re-capitalization, spin-off, liquidation, dissolution or similar transaction involving Seller, or any other transaction, the consummation of which would or could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or any Ancillary Document (any of the foregoing, an “Alternate Transaction Proposal”) or agree to or endorse any Alternate Transaction Proposal or (b) propose, enter into or participate in any discussions or negotiations regarding any Alternate Transaction Proposal, or furnish to any other Person any information with respect to the business or assets of Seller in connection with an Alternate Transaction Proposal, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. Seller hereby agrees to advise Buyer of any contact from any third party regarding the possible acquisition of any of the Purchased Assets or any membership interest of Seller or other investment in Seller, the acquisition of the Premises, or of any contact which would relate to the transactions contemplated by this Agreement.

Stand Still. To induce Buyer to proceed For a period ending with this Agreement, Seller and the Members agree that until the Closing or the earlier valid termination of a sale of the shares of Purchaser Common Stock by Sellers or three years from the date of this Agreement, none Parent, Sellers and any Affiliate, director, officer or agent of SellerParent, any Member or any of the representatives, officers, employees, directors, managers, members, partners, equityholders, advisors and agents or Affiliates of Seller or any Member will (a) directly or indirectly, offer to sell, solicit, initiate, encourage (including by way of furnishing information), or take any other action to facilitate any inquiry or the making of any proposal which constitutes, or could reasonably be expected to lead to, any acquisition or offer to purchase or engage in any discussions or activities of any nature whatsoevershall not, directly or indirectly, involving and shall not cause any Affiliate to, without the prior written consent of the Board of Directors of Purchaser, (i) in any manner the actual acquire, agree to acquire or potential salemake any proposal to acquire, transferdirectly or indirectly, encumbrance, pledge, collateralization any securities or hypothecation property of Purchaser or any of the Purchased Assets its Affiliates (except pursuant to this Agreement), (ii) propose to enter into, directly or indirectly, any ownership interests in Seller or any tender offer or exchange offer, merger, consolidation, recapitalization, business combination, sale of substantially all assets, sale of securities, re-capitalization, spin-off, liquidation, dissolution combination or similar transaction involving SellerPurchaser or any of its Affiliates, (iii) make, or in any other transaction, the consummation of which would or could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or any Ancillary Document (any of the foregoing, an “Alternate Transaction Proposal”) or agree to or endorse any Alternate Transaction Proposal or (b) propose, enter into or way participate in any discussions or negotiations regarding any Alternate Transaction Proposal"solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or furnish seek to advise or influence any other Person any information person with respect to the business voting of any voting securities of Purchaser or assets any of Seller its Affiliates, (iv) 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 Purchaser or any of its Affiliates (except pursuant to this Agreement), (v) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of Purchaser, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) advise, assist or encourage any other Person in connection with an Alternate Transaction Proposal, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. Seller hereby agrees In 57 addition, for a period ending with the earlier of a sale of the shares of Purchaser Common Stock by Sellers or three years from the date of this Agreement, Parent, Sellers and any Affiliate, director, officer or agent of Parent or Sellers shall not, directly or indirectly, (x) request Purchaser or any Affiliate, director, officer, employee, advisor or agent of Purchaser to advise Buyer amend or waive the provisions of this Section (including this sentence), (y) take any contact from action which might require Purchaser or any third party of its Affiliates to make a public announcement regarding the possible acquisition of any of the Purchased Assets or any membership interest of Seller or other investment understandings set forth in Seller, the acquisition of the Premisesthis Section 6.9, or (z) communicate with Purchaser's security holders regarding the subject matter of any contact which would relate to the transactions contemplated by this AgreementSection 6.9.