Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether writ...
Standstill Agreement. Until the Closing Date, unless this -------------------- Agreement is earlier terminated pursuant to the provisions hereof, Sellers will not, directly or indirectly, solicit offers for the shares or the assets of the Companies or for a merger or consolidation involving any of the Companies, or respond to inquiries from, share information with, negotiate with or in any way facilitate inquiries or offers from, third parties who express or who have heretofore expressed an interest in acquiring any or all of the Companies by merger, consolidation or other combination or acquiring any of the Companies' assets.
Standstill Agreement. During the period beginning on the date of this Agreement and ending on the next business day following Xxxxxx'x Annual General Meeting Of Shareholders in 1999 (the "Term"), except as specifically requested in writing by Xxxxxx, neither the Shareholders, in their capacity as shareholders of Xxxxxx, nor any of their respective Representatives or affiliates will, directly or indirectly, (a) make, or in any way participate in, any solicitation of proxies (including by the execution of action by written consent) with respect to any securities of Xxxxxx entitled to be voted generally in the election of directors, including Common Shares ("Voting Securities"), (b) become a participant in any election contest with respect to Xxxxxx or nominate candidates for election or appointment as Directors of Xxxxxx, (c) seek to influence any person with respect to the voting of any Voting Securities, (d) form or join any "group" or in any way participate in any "group", other than the group in which the Shareholders participate on the date of this Agreement, with respect to any Voting Securities, (e) propose any matter for submission to a vote of shareholders of Xxxxxx or seek to convene a special meeting of the shareholders of Xxxxxx, or (f) publicly disclose or announce any intention, plan or arrangement inconsistent with the foregoing. The Shareholders also agree that, during the Term, neither they nor any of their Representatives or affiliates will (i) request Xxxxxx, directly or indirectly, to (1) amend or waive any provision of this paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence), or (ii) take any initiative with respect to Xxxxxx that could reasonably be expected to require Xxxxxx to make a public announcement regarding (1) such initiative or (2) any of the activities referred to in this paragraph.
Standstill Agreement. Following the execution of this Letter of Intent, and until the Closing, the Seller shall not engage in negotiations for the sale of the Property with any other party unless either the Buyer and Seller agree in writing to terminate this Letter of Intent, or the Buyer and Seller fail to sign a Purchase Agreement by _ _, 20 .
Standstill Agreement. (a) During the period commencing on the Closing Date and ending on the Standstill Termination Date (the "Standstill Period") except as (x) specifically permitted by this Agreement (including sales made in compliance with the provisions of Section 4.9) or (y) specifically approved in writing in advance by the Board of Directors of the Company, the Purchasers shall not, and shall cause any Affiliates controlled by them to not, in any manner, directly or indirectly:
Standstill Agreement. The Company shall have executed and delivered to the Investor the Standstill Agreement.
Standstill Agreement. During the 12-month period beginning on the date the Distribution is consummated (the “Distribution Date”), the Xxxxx Family Parties shall obtain the prior approval of a majority of the Company’s Independent Directors prior to acquiring Common Stock of the Company through a tender offer that results in members of the Xxxxx Family Group beneficially owning more than 50% of the total number of outstanding shares of Common Stock of the Company. For purposes of this Standstill Agreement, the term “
Standstill Agreement. (a) Each of the Stockholders agrees that, from and after the date hereof, unless this Agreement is earlier terminated, it will not, nor will it permit its respective Affiliates to, directly or indirectly, in any manner acquire, or agree to acquire, any Voting Stock of the Company, to the extent that the acquisition of such Voting Stock would increase the ownership of such Stockholder and its Affiliates to more than (i) the percentage of the Voting Stock then outstanding (calculated on a fully-diluted basis) as set forth opposite each such Stockholder's name in the first column below, or (ii) the percentage of the Voting Stock then outstanding (calculated on a non-fully diluted basis) set forth opposite such Stockholder's name in the second column below. Alfa 43.00% 49.99% RTK 30.00% 35.00% Capital 17.20% 20.00% Barings 17.20% 20.00%
Standstill Agreement. Unless and until this Agreement is terminated pursuant to Article 13 hereof without the Closing having taken place, Stockholders will not directly or indirectly solicit offers for Company Stock or the assets of Company or a merger or consolidation involving Company from, or respond to inquiries from, share information with, negotiate with or in any way facilitate inquiries or offers from, third parties who express or who have heretofore expressed an interest in acquiring Company by merger, consolidation or other combination or acquiring any of Company's assets; nor will they permit Company to do any of the foregoing.
Standstill Agreement. Until the Closing Date, unless this -------------------- Agreement is earlier terminated pursuant to the provisions hereof, the Shareholder and the Company will not directly or indirectly solicit offers for the Company or the Assets or for a merger or consolidation involving the Company, or respond to inquiries from, share information with, negotiate with or in any way facilitate inquiries or offers from, third parties who express or who have heretofore expressed an interest in acquiring the Company by merger, consolidation or other combination or acquiring any of Company's assets; nor will the Shareholder permit the Company to do any of the foregoing.
