Standstill Agreement Clause Samples
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Standstill Agreement. During the Standstill Period, without the prior consent of the Board (as evidenced by a duly adopted resolution), the Stockholder shall not, and shall cause her Affiliates not to, directly or indirectly, in any manner (including through her Representatives):
(a) acquire, or offer or seek or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another Person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), through swap or hedging transactions or otherwise (the taking of any such action, an “Acquisition”), ownership (beneficial or otherwise) of any securities or assets of the Company or any of its subsidiaries (or any direct or indirect rights or options to acquire such ownership, including voting rights decoupled from the underlying voting securities of the Company or any of its subsidiaries, or otherwise act in concert with respect to the Acquisition of such securities, rights or options with any Person) such that after giving effect to any such Acquisition, the Stockholder and her Affiliates hold, directly or indirectly, in excess of, in the case of the Company, 9.9% of the Company’s then outstanding capital stock, and in the case of any subsidiary of the Company, 9.9% of such subsidiary’s then outstanding capital stock;
(b) (i) nominate, give notice of an intent to nominate, or recommend for nomination a person for election to the Board at any Stockholder Meeting at which directors of the Board are to be elected; (ii) knowingly initiate, encourage or participate in any solicitation of proxies in respect of any election contest with respect to the Company’s directors (other than any such solicitation of proxies by the Board); (iii) submit any stockholder proposal (pursuant to Rule 14a-8 or otherwise) for consideration at, or bring any other business before, any Stockholder Meeting; (iv) knowingly initiate, encourage or participate in any solicitation of proxies in respect of any stockholder proposal for consideration at, or bring any other business before, any Stockholder Meeting; (v) knowingly initiate, encourage or participate in any “withhold” or similar campaign with respect to any Stockholder Meeting or any solicitation of written consents of stockholders; (vi) request, or knowingly initiate, encourage or partic...
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. (A) During the Standstill Period, and, if this Agreement is terminated prior to Closing pursuant to Section 10.1(a), for the one year period after the end of the Standstill Period (such one year period, the "Post Termination Standstill Period"), unless the Company shall have materially breached its obligation to nominate Investor Nominees or to appoint any Fully Independent Director pursuant to Section 5 (provided that, with respect to any such material breach that does not concern a Pre-Approved Person, a court of competent jurisdiction shall have determined pursuant to a final non-appealable order that the Company has so materially breached its obligations), the Investor shall not, shall cause each other member of the Investor Group not to, and shall use reasonable commercial efforts to cause other Affiliates and Associates of the Investor not members of the Investor Group ("Other Investor Affiliates") not to, directly or indirectly, alone or in concert with others:
(a) acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other 13D Group or otherwise, Beneficial Ownership of any Voting Securities, Derivative Securities or any other securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Voting Securities, other than (i) the purchase of Shares or other Voting Securities expressly permitted by this Agreement, (ii) the acquisition of Voting Securities as a result of any stock split, stock dividends or other distributions, recapitalizations or offerings made available by the Company to holders of Voting Securities generally or (iii) in a transaction in which the Investor or a Subsidiary of the Investor acquires a previously unaffiliated business entity that, to the knowledge of the Investor after reasonable inquiry, owns shares of Common Stock that represents less than 4% of the Company's outstanding Common Stock and less than 10% of the unaffiliated entity's assets; provided, that all such Voting Securities shall be subject to the terms of this Agreement; provided, further, however, that in the event of a transaction as contemplated by clause (iii) hereof, the Investor will transfer, or cause such Subsidiary to transfer, in a manner consisten...
Standstill Agreement. ▇▇▇▇▇▇▇ agrees that, without the prior written approval of at least a majority of the members of the Board who are not Designated Directors, neither ▇▇▇▇▇▇▇ nor any of its Affiliates or representatives will, directly or indirectly:
(a) in any way acquire, offer or propose to acquire or agree to acquire, Beneficial Ownership of any (x) Stratus Common Stock if such acquisition would result in ▇▇▇▇▇▇▇ and its Affiliates having Beneficial Ownership of more than 24.9% of the outstanding shares of Stratus Common Stock, or (y) any other debt or equity securities of Stratus;
(b) commence any tender or exchange offer for any securities of Stratus;
(c) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter into, or otherwise be involved in or part of, any acquisition transaction, merger or other business combination relating to all or part of Stratus or any of its subsidiaries or any acquisition transaction for all or part of the assets of Stratus or any of its subsidiaries or any of their respective businesses;
(d) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) or consents to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of Stratus;
(e) call or seek to call a meeting of the shareholders of Stratus or initiate any stockholder proposal for action by shareholders of Stratus;
(f) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) with respect to Stratus Common Stock or other debt or equity securities of Stratus, or seek, propose or otherwise act alone or in concert with others, to influence or control the management, board of directors or policies of Stratus;
(g) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing;
(h) bring any action or otherwise act to contest the validity of this Section 3.4 or seek a release of the restrictions contained herein, or make a request to amend or waive any provision of this Section 3.4; or
(i) take any actions which would be inconsistent with the purpose and intent of this Section 3.4; provided that nothing in this Section 3.4 shall prevent ▇▇▇▇▇▇▇ or its Affiliates from voting any shares o...
Standstill Agreement. Until the date that is five years after the Effective Date (the “Standstill Period”), none of PAC, PAC’s Affiliates, nor any of their respective directors, officers, employees, agents or representatives (provided such person is acting on behalf of PAC) will, in any manner, directly or indirectly, without the prior express written consent of PEM:
(a) make, effect, initiate, directly participate in or cause (i) any acquisition of beneficial ownership of any securities of PEM or any securities of any subsidiary or other Affiliate of PEM, if, after such acquisition, PAC would beneficially own more than 5% of the outstanding common stock of PEM, (ii) any acquisition of any assets of PEM or any assets of any subsidiary or other Affiliate of PEM, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving PEM or any subsidiary or other Affiliate of PEM, or involving any securities or assets of PEM or any securities or assets of any subsidiary or other affiliate of PEM or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the SEC) or consents with respect to any securities of PEM; provided that nothing in this Section 15.12 shall preclude any activities of PAC or its Representatives with respect to the grant by PEM or any Affiliate of PEM of any license in each case to PAC or any of its Affiliates as contemplated by this Agreement;
(b) form, join or participate in a group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to the beneficial ownership of any securities of PEM;
(c) act, alone or in concert with others, to seek to control the management, board of directors or policies of PEM;
(d) take any action that would reasonably be expected to require PEM to make a public announcement regarding any of the types of matters set forth in Section 15.12(a);
(e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in Section 15.12(a), (b), (c) or (d);
(f) assist, induce or encourage any Third Party to take any action of the type referred to in Section 15.12(a), (b), (c), (d) or (e); or
(g) enter into any discussions, negotiations, arrangement or agreement with any Third Party relating to any of the foregoing. For purposes of this Agreement, a Party’s “Representatives” will be deemed to include each person or entity that is...
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 Standstill Period, the Cinven Shareholders shall not, directly or indirectly, and shall not authorize or permit any of their Controlled Affiliates, directly or indirectly, to, without the prior written consent of, or waiver by, Concordia (without limiting the right of the Cinven Shareholders and their Controlled Affiliates to vote in accordance with Section 3.1):
(a) subject to Section 4.3, acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise (including through the acquisition of Beneficial Ownership), any securities (including any Equity Securities or Voting Securities), or rights to acquire any securities (including any Equity Securities or Voting Securities), of Concordia or any Subsidiary of Concordia, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exercisable or exchangeable for any such securities or indebtedness; provided that each Cinven Shareholder and any Controlled Affiliate may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Common Shares (and any securities (including any Equity Securities or Voting Securities) convertible into or exercisable or exchangeable for Common Shares), if, immediately following such acquisition, the aggregate Beneficial Ownership of Common Shares (for greater certainty, all Equity Securities held by the Cinven Shareholders and their Controlled Affiliates shall be aggregated on an “as-converted” basis) of the Cinven Shareholders and their respective Controlled Affiliates, as a group, would not exceed the Standstill Level;
(b) acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire any assets or business of Concordia or its Subsidiaries;
(c) conduct, propose or seek to effect any “tender offer” (as such term is used in Regulation 14D under the Exchange Act) or “take-over bid” (as such term is used in the Securities Act) or exchange offer or other similar transaction involving Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, in each case that has not been approved and publicly recommended for acceptance by the shareholders of Concordia by the Board of Directors;
(d) otherwise act Jointly or In Concert with others to seek to control or influence the Board of Directors, management or shareholders of Concordia or its Subsidiaries; provided t...
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. In consideration of the Company furnishing its Evaluation Material, you agree that, beginning on the date of this letter and ending on that date which is the earlier of (i) the eighteen month anniversary of the date hereof and (ii) the date on which the Company’s board of directors publicly announces its approval of an acquisition, merger, asset sale or business combination between the Company and a third party involving 50% or more of the Company’s voting securities or a material portion of the Company’s assets, you will not (and will not assist or encourage others to) in any manner, directly or indirectly, unless specifically requested in writing in advance by a majority of the Company’s board of directors, (i) acquire, or agree, offer or propose to acquire, directly or indirectly, from the Company or any other person, any material portion of the Company’s business or assets (whether in a single transaction or in a series of related transactions), or any of Company’s voting securities or any right, warranty or option to acquire any of the foregoing, or propose to enter into, directly or indirectly, any merger or business combination involving the Company or any of the Company’s subsidiaries or to purchase, directly or indirectly, any material portion of the Company’s assets (whether in a single transaction or in a series of related transactions), except, in each event, pursuant to any proposal expressly solicited by the Chief Executive Officer of the Company, and in such event such proposal will not be pursued, directly or indirectly, by you or any of your Affiliates (as defined in Rule 12b-2 of the Exchange Act), if you are hereafter advised by the Company or ▇▇▇▇▇ ▇▇▇▇▇▇▇ that the Company is no longer interested in pursuing such proposal; (ii) make any proposal or request to the Company or any of the Company’s officers or directors relating, directly or indirectly, to any modification or waiver of any provision of this paragraph; (iii) make or participate in, directly or indirectly, any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) to vote or seek to advise or influence any person with respect to the voting of any of the Company’s voting securities; (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to any of the Company’s voting securities; (v) act alon...
Standstill Agreement. (a) During the period commencing on the date hereof and ending on the fifth anniversary of the Closing Date (the "Standstill Period"), except as (i) specifically permitted by this Agreement or (ii) specifically requested in writing in advance by the Company upon the approval of the Company Board (without any prior solicitation or request (or other act encouraging the delivery of such a writing) having been made to the Company or the Company Board or otherwise having been publicly made), the Purchaser shall not, and shall ensure that its Affiliates do not, in any manner, directly or indirectly:
(i) acquire, or offer or agree to acquire, or make any proposal or indicate any interest with respect to the acquisition of, directly or indirectly, by purchase or otherwise, any material amount of the assets or property of, any amounts of the Voting Securities of, or any material amounts of the securities (other than Voting Securities) of the Company or any of its successors or Controlled Affiliates, except, if applicable, for any shares of Common Stock that may be issuable upon the conversion of any shares of Junior Preferred Stock purchased by the Purchaser pursuant to the Master Agreement or otherwise as permitted pursuant to this Agreement, provided, that the foregoing limitation shall not prohibit the acquisition of securities of the Company or any of its successors or Controlled Affiliates issued as dividends or as a result of stock splits and similar reclassifications of shares held by the Purchaser or any of its Affiliates at the time of such dividend, split or reclassification;
(ii) solicit proxies or consents or become a "participant" in a "solicitation" (as such terms are defined or used in Regulation 14A under the Exchange Act) of proxies or consents with respect to any Voting Securities of the Company or any of its successors or Controlled Affiliates, or initiate or become a participant in any stockholder proposal or "election contest" (as such term is defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company or any of its successors or Controlled Affiliates or induce others to initiate the same, or otherwise seek to advise or influence any Person with respect to the voting of any Voting Securities of the Company or any of its successors or Controlled Affiliates;
(iii) take any action for the purpose of calling a stockholders' meeting of the Company or any of its successors or Controlled Affiliates;
(iv) make any proposal or any...