Common use of Stand Still Clause in Contracts

Stand Still. Each party agrees that, until one year from the date of this Agreement, such party and its Representatives and its “Affiliates” as defined in the Securities Exchange Act of 1934, as amended (the “1934 Act”), will not in any manner, directly or indirectly, without the prior written invitation or approval of the Board of Directors of the other party (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way knowingly assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or a material portion of the assets of the other party or any of its subsidiaries; (ii) any tender or exchange offer, merger or other business combination involving the other party or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other party or any of its subsidiaries; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of the other party or otherwise seek to advise or influence any person with respect to the voting of any securities of the other party; (b) form, join or in any way participate) in a “group” (as defined under the 0000 Xxx) in connection with any securities of the other party; (c) otherwise act, alone or in concert with others, or seek to control or influence the Board of Directors or policies of the other party; (d) disclose any intention, plan or arrangement inconsistent with the foregoing; (e) take any action which might force the other party to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) enter into any discussions or arrangements with any third party with respect to any of the foregoing; provided, however, that the foregoing obligations shall terminate as to a party if the other party publicly discloses that (a) it has entered into a merger agreement or an agreement for the sale of all or substantially all of that party’s assets with a third party which would result in that party’s stockholders receiving cash or stock of such third party in exchange for their shares or (b) the other party has endorsed or otherwise agreed to support the tender offer of a third party which if successful would result in the third party owning a majority of its outstanding stock. Except as provided above, each party also agrees not to request the other party (or its Representatives) to amend or waive any provision of this paragraph. Notwithstanding the foregoing, (1) the Representative of party that is an investment banking., law, or independent accounting firm may after the termination of this Agreement request that the other party consent that such firm may advise a third party with respect to the other party and not be in violation of this Section 9 and the other party agrees in good faith to consider such request and (2) either party may vote shares of the other party acquired after the date of this Agreement with the approval of the other party.

Stand Still. Each party agrees that, until one year from From the date of this Agreement until the Effective Time or the termination of this Agreement pursuant to the terms of this Agreement, such party except as provided herein, the Acquiror shall not and shall not permit any of its Representatives and its “Affiliates” as defined in the Securities Exchange Act of 1934, as amended (the “1934 Act”), will not in any mannerRepresentatives, directly or indirectly, without the prior written invitation to: (i) acquire or approval of the Board of Directors of the other party (a) effect or seekagree, offer offer, seek or propose (whether publicly or otherwise) to effectacquire, or cause to be acquired, directly or participate in or in any way knowingly assist any other person to effect or seekindirectly, offer or propose (whether publicly by purchase or otherwise, ownership (including, without limitation, beneficial ownership as defined in Rule 13d-3 of the Exchange Act) to effect or participate in, (i) any acquisition of any voting securities (or beneficial ownership thereof) direct or a material portion of the assets of the other party indirect rights or any of its subsidiaries; (ii) any tender or exchange offer, merger or other business combination involving the other party or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect options to the other party or any of its subsidiaries; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote acquire any voting securities of the Company or any Subsidiary thereof, or of any successor to or person in control of the Company, any of the assets or businesses of the Company or any Subsidiary or division thereof or of any such successor or controlling person or any bank debt, claims or other party obligations of the Company or otherwise any rights or options to acquire (other than those currently owned) such ownership (including from a third party); (ii) seek or propose to advise influence or influence control the management or policies of the Company or to obtain representation on the Company's Board of Directors, or solicit, or participate in the solicitation of, any person proxies or consents with respect to the voting of any securities of the other party; (b) formCompany, join or in make any way participate) in a “group” (as defined under the 0000 Xxx) in connection public announcement with respect to any securities of the other party; (c) otherwise act, alone foregoing or in concert with others, or seek request permission to control or influence the Board do any of Directors or policies of the other party; (d) disclose any intention, plan or arrangement inconsistent with the foregoing; (eiii) take make any action which might force the other party to make a public announcement regarding with respect to, or submit a proposal for, or offer of (with or without conditions) any of extraordinary transaction involving the types of matters set forth in Company or its securities or assets; (a) above; or (fiv) enter into any discussions discussions, negotiations, arrangements or arrangements understandings with any third party with respect to any of the foregoing, or otherwise form, join or in any way participate in a "group" (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing; provided, however, that (v) seek or request permission or participate in any effort to do any of the foregoing obligations shall terminate as or make or seek permission to a party if make any public announcement with respect to the other party publicly discloses that (a) it has entered into a merger agreement or an agreement for the sale of all or substantially all of that party’s assets with a third party which would result in that party’s stockholders receiving cash or stock of such third party in exchange for their shares foregoing; or (bvi) request the other party has endorsed Company or otherwise agreed to support the tender offer of a third party which if successful would result in the third party owning a majority any of its outstanding stock. Except as provided aboveRepresentatives, each party also agrees not to request the other party (directly or its Representatives) indirectly, to amend or waive any provision of this paragraph. Notwithstanding Acquiror shall promptly advise the foregoing, (1) the Representative Company of party that is an investment banking., law, any inquiry or independent accounting firm may after the termination of this Agreement request that the other party consent that such firm may advise a third party proposal made to it with respect to the other party and not be in violation of this Section 9 and the other party agrees in good faith to consider such request and (2) either party may vote shares any of the other party acquired after the date of this Agreement with the approval of the other partyforegoing.