Standstill Agreement. Each Holder agrees that, except as provided in this Agreement or any other Transaction Agreement, during the Standstill Period, neither such Holder nor any of such Holder’s controlled Affiliates will, unless specifically invited in writing by Parent, directly or indirectly, alone or in concert with any other person: (i) acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, by purchase or otherwise, any direct or indirect beneficial interest in any voting securities or any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities of Parent or any of its Subsidiaries; (ii) make or otherwise become a “participant” in any “solicitation” of “proxies” to vote (as such terms are used in the Exchange Act), or seek to advise or influence any person or entity with respect to the voting of any voting securities of Parent; (iii) form, join or 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 Parent; (iv) publicly offer, seek, or propose to acquire, outside the ordinary course of business, any of the assets of Parent or any of its Subsidiaries, (v) otherwise propose or participate in a proposal to Parent or any of its Affiliates or any other Person with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or other transaction involving Parent or any of its Subsidiaries; (vi) otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, or enter into any arrangement or understanding with others to take, any of the actions restricted or prohibited under clauses (i) through (vii) of this Section 2.01, or take any action that would result in Parent having to make a public announcement regarding any of the matters referred to in clauses (i) through (vii) of this Section 2.01. Impala may make any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding the foregoing, the restrictions contained in this Section 2.01 shall cease immediately if (x) Parent enters into a definitive agreement to engage in, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, by any other Person or group of a majority of the voting securities or assets of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end of the Standstill Period, except with respect to any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Agreement as Confidential Information pursuant to Section 3.03.
Appears in 1 contract
Samples: Governance Agreement (Graphic Packaging International, LLC)
Standstill Agreement. Each Holder Employee agrees that, except for the period beginning on the closing of the Apex Merger and ending at the close of business on the earlier of (a) the third anniversary of the closing of the Apex Merger or (b) six months after Employee exercises all of his stock options for Apex common stock (whether or not the vesting of such stock options was accelerated by virtue of the amendment of Employee's Option Agreements as provided described in Section 1 of this Agreement or any other Transaction Amendment Agreement, during the Standstill Period), neither such Holder Employee nor any of his affiliates (as such Holder’s controlled Affiliates willterm is defined under the Securities Exchange Act of 1934, unless specifically invited as amended (the "1934 Act")) will in writing by Parentany manner, directly or indirectly, alone (a) effect or in concert with any other person: (i) acquire, announce an intention to acquireseek, offer or propose to acquire, or agree to acquire, by purchase (whether publicly or otherwise, any direct ) to effect or indirect beneficial interest cause or participate in or in any voting way assist any other person to affect to seek, offer or propose (whether publicly or otherwise) to effect or cause or participate in (i) any acquisition of any securities (or any rights, warrants beneficial ownership thereof) or options to acquire, assets (other than non-material assets) of the Company or securities convertible into or exchangeable for, any voting securities of Parent or any of its SubsidiariesHoldco; (ii) make any tender or otherwise become a “participant” in exchange offer, merger, consolidation or other business combination involving the Company or Holdco; (iii) any “recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or Holdco or any material portion of the Company's or Holdco's business; or (iv) any "solicitation” " of “"proxies” to vote " (as such terms are used in the proxy rules of the Securities and Exchange Act), Commission) or seek consents to advise or influence any person or entity with respect to the voting of vote any voting securities of ParentHoldco or the Company; (iiib) form, join or in any way participate in a “"group” within " (as defined under the meaning of Section 13(d)(30000 Xxx) of the Exchange Act with respect to any voting the securities of ParentHoldco or the Company; (iv) publicly offer, seek, or propose to acquire, outside the ordinary course of business, any of the assets of Parent or any of its Subsidiaries, (vc) otherwise propose act, alone or participate in a proposal concert with others, to Parent or any of its Affiliates or any other Person with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or other transaction involving Parent or any of its Subsidiaries; (vi) otherwise seek to control, change control or influence the management or management, Board of Parent Directors or nominate any person as a director who is not nominated by policies of the then incumbent directors, Company or Holdco or propose any matter for submission to be voted upon by the a vote of stockholders of Parent the Company or any of its AffiliatesHoldco; or (viid) announce an intention to take, or enter into any arrangement or understanding with others to take, any of the actions restricted or prohibited under clauses (i) through (vii) of this Section 2.01, or take any action that would result in Parent having to which, to the knowledge of Employee requires the Company or Holdco to make a public announcement regarding any of the types of matters referred to set forth in clauses (ia) through (vii) of this Section 2.01. Impala may make any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding the foregoing, the restrictions contained in this Section 2.01 shall cease immediately if (x) Parent enters into a definitive agreement to engage in, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, by any other Person or group of a majority of the voting securities or assets of Parent above; or (ye) enter into any tender offer discussions or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end of the Standstill Period, except arrangements with any third party with respect to any transaction that has been proposed by of the foregoing or advise, assist, encourage, finance or seek to persuade others to take any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure action with respect to such proposal and is otherwise held confidentialthe foregoing. Notwithstanding anything to the contrary contained in this Amendment Agreement, and distribution thereof is restricted by such Holder and its Representatives nothing in accordance with this Amendment Agreement shall prohibit Employee or his affiliates from purchasing any debt, or up to an aggregate of not more than 1.5% of any class of publicly traded equity securities of the terms Company or of this Agreement as Confidential Information pursuant to Section 3.03Holdco.
Appears in 1 contract
Samples: Employment Agreement (Apex Inc)
Standstill Agreement. Each Holder Except as otherwise expressly contemplated by this Agreement, the Warrants or the Registration Rights Agreement, or the terms of any other security or instrument issued by the Company to any Buyer, or as may be otherwise necessary to enforce any such Buyer's rights or remedies under this Agreement, the Warrants or the Registration Rights Agreement, or any other security or instrument issued by the Company to any Buyer, each Buyer agrees that, except as provided for a period beginning on the date hereof and ending twelve (12) months following the date on which it no longer owns any Securities, it will not, directly or indirectly (unless in this Agreement or any other Transaction Agreement, during the Standstill Period, neither such Holder nor any of such Holder’s controlled Affiliates will, unless cases specifically invited in writing to do so by Parentthe Board of Directors of the Company), directly do any of the following:
(a) except as acquired pursuant to or indirectlyotherwise contemplated by this Agreement and the Warrants or as a result of any stock split, alone stock dividend or in concert with any other person: (i) acquiresimilar recapitalization by the Company, announce an intention to acquire, offer or propose to acquire, or agree to acquire, acquire by purchase or otherwise, individually or by joining a partnership, limited partnership, syndicate or other "group" (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) (any direct or indirect beneficial interest in such act, to "acquire"), any voting securities or any rights, warrants or options of the Company entitled to acquirevote, or securities convertible into or exercisable or exchangeable forfor such securities (collectively, "VOTING SECURITIES") if, after such acquisition, the Buyer would beneficially own 10% or more of the total combined voting power of the Company's Voting Securities then outstanding;
(b) form, join, participate in or encourage the formation of a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of Voting Securities; (c) make, or in any way participate in, directly or indirectly, any voting securities "solicitation" of Parent or any of its Subsidiaries; (ii) make or otherwise become a “participant” in any “solicitation” of “"proxies” to vote " (as such terms are defined or used in Regulation 14A under the Exchange Act), ) or seek to advise become a "participant" in any "election contest" (as such terms are defined or influence any person or entity used in Rule 14a-11 under the Exchange Act) with respect to the voting of any voting securities of Parent; (iii) formCompany, join or any way participate in a “group” within the meaning of Section 13(d)(3) initiate, propose or otherwise solicit stockholders of the Exchange Act Company for the approval of one or more stockholder proposals with respect to any voting securities of Parent; (iv) publicly offer, seek, the Company or propose induce or attempt to acquire, outside the ordinary course of business, any of the assets of Parent or any of its Subsidiaries, (v) otherwise propose or participate in a proposal to Parent or any of its Affiliates or induce any other Person with respect person to initiate any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or other transaction involving Parent or any of its Subsidiaries; (vi) otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, or enter into any arrangement or understanding with others to take, any of the actions restricted or prohibited under clauses (i) through (vii) of this Section 2.01, or take any action that would result in Parent having to make a public announcement regarding any of the matters referred to in clauses (i) through (vii) of this Section 2.01. Impala may make any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding the foregoing, the restrictions contained in this Section 2.01 shall cease immediately if (x) Parent enters into a definitive agreement to engage in, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, by any other Person or group of a majority of the voting securities or assets of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end of the Standstill Period, except with respect to any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Agreement as Confidential Information pursuant to Section 3.03.stockholder proposal;
Appears in 1 contract
Standstill Agreement. Each Holder Investor hereby agrees that, except as provided in for a period ending on the earlier of one (1) years from the date of this Agreement or any other Transaction Agreement, during the Standstill Periodoccurrence of a Significant Event (as defined below), neither such Holder the Investor nor any of such Holder’s controlled Affiliates its affiliates or representatives to whom it has provided Confidential Information will, unless specifically first invited (on an unsolicited basis in writing the case of proposed activities involving persons other than GigPeak or its subsidiaries) by ParentGigPeak’s Board of Directors, or a special committee thereof, in writing, directly or indirectly, alone or in concert with any other person: :
(ia) acquire, announce an intention to acquire, offer or propose to acquire, or agree or seek to acquire, directly or indirectly, by purchase or otherwise, greater than an aggregate of an additional 5% of the outstanding number of shares of any class of voting securities (as defined below) of GigPeak or any subsidiary thereof, or of any successor to or person in control of GigPeak (other than as a result of a Significant Event) or direct or indirect beneficial interest in any voting securities or any rights, warrants rights or options to acquireacquire any such securities, or securities convertible any material portion of the assets of GigPeak or any subsidiary or division thereof, or of any such successor or controlling person (other than as a result of a Significant Event);
(b) make any public announcement with respect to, or enter into or exchangeable foragree to enter into, offer, propose or seek to enter into, or otherwise be involved in or part of, directly or indirectly, any voting securities acquisition transaction or other business combination involving all or part of Parent GigPeak or its subsidiaries or any acquisition transaction for all or a material portion of the assets of GigPeak or any subsidiary or any of its Subsidiaries; their respective businesses;
(iic) make make, or otherwise become a “participant” in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Securities and Exchange Act)Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of of, any voting securities of Parent; GigPeak or any subsidiary thereof;
(iiid) 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) (a “13D Group”) with respect to any voting securities of Parent; (iv) publicly offer, seek, or propose to acquire, outside the ordinary course of business, any of the assets of Parent GigPeak or any of its Subsidiariessubsidiaries;
(e) directly or indirectly enter into any discussions, (v) otherwise propose negotiations, arrangements or participate in a proposal to Parent or any of its Affiliates or understandings with any other Person person with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, of the foregoing activities or other transaction involving Parent or publicly propose any of its Subsidiariessuch activities to any other person; or
(vif) otherwise seek to controldisclose any intention, change plan or influence the management or Board of Parent or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, or enter into any arrangement or understanding consistent with others to take, any of the actions restricted or foregoing in a manner that would require public disclosure thereof by GigPeak. Investor acknowledges that its activities not expressly prohibited under clauses (i) through (vii) of by this Section 2.01, or take any action that would result in Parent having to make a public announcement regarding any of the matters referred to in clauses (i) through (vii) of this Section 2.01. Impala 10 may make any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding the foregoing, the restrictions contained in this Section 2.01 shall cease immediately if (x) Parent enters into a definitive agreement to engage in, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, by any other Person or group of a majority of the voting securities or assets of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end of the Standstill Period, except with respect to any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal applicable federal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Agreement as Confidential Information pursuant to Section 3.03state securities laws.
Appears in 1 contract
Samples: Mutual Non Disclosure Agreement (Integrated Device Technology Inc)
Standstill Agreement. Each Holder 1. Investor agrees thatthat for a period of five (5) years from the date of this Agreement (the "Standstill Period"), except as provided in otherwise permitted or contemplated by this Agreement or any other Transaction Agreement, during the Standstill Period, neither such Holder nor any of such Holder’s controlled Affiliates will, unless specifically invited in writing by ParentInvestor will not, directly or indirectly, alone nor will it permit any of its affiliates, as that term is defined in Section 3.2 hereof, to, from or after the date such person becomes an affiliate, without the prior approval of a majority vote of the directors of the Company's board of directors (a "Requisite Board Vote") who are not the designated directors of the Investor or otherwise affiliates of Investor (the "Disinterested Directors") do any of the following:
(a) acquire, or offer to acquire, whether by purchase, gift or by joining a partnership or other group (as defined in concert with Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), any other person: shares of the Company's common or preferred stock (collectively, the "Voting Stock"), securities convertible into, exchangeable for, or exercisable for Voting Stock which would result in the Investor holding in excess of forty-five percent (45%) of the Company's outstanding securities on a fully diluted basis at the time of any such proposed acquisition, except as contemplated by this Agreement; or
(b) (i) acquiresolicit, announce an intention to acquire, offer initiate or propose to acquire, or agree to acquire, by purchase or otherwise, any direct or indirect beneficial interest participate in any voting securities "solicitation" of "proxies" or any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities of Parent or any of its Subsidiaries; (ii) make or otherwise become a “"participant” " in any “solicitation” of “proxies” to vote "election contest" (as such terms are defined or used in Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(1)(2) and including any exempt solicitation pursuant to Rule 14a-2(b)(1)); call, or seek to advise in any way participate in a call, for any special meeting of stockholders of the Company (or influence take any person or entity action with respect to acting by written consent of the voting stockholders); request or take any action to obtain or retain any list of holders of any voting securities of Parentthe Company; initiate or propose any stockholder proposal or participate in the making of, or solicit stockholders for the approval of, one or more stockholder proposals relating to the Company's Voting Stock; (ii) deposit any Voting Stock in a voting trust or subject them to any voting agreement or arrangements, except as provided for herein; (iii) form, join join, or in any way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act group with respect to any voting shares of Voting Stock, or any securities the ownership thereof would make the owner a beneficial owner of ParentVoting Stock; (iv) publicly offerotherwise act to control or influence the Company or the management, seekthe Disinterested Directors, policies or propose to acquire, outside the ordinary course of business, any affairs of the assets of Parent or any of its Subsidiaries, Company; (v) otherwise propose disclose any intent, purpose, plan or participate in a proposal with respect to Parent this Agreement or the Company, its affiliates or the board of directors, management, policies, or affairs or securities or assets of the Company or its affiliates that is securities or assets of the Company or its Affiliates that is not consistent with this Agreement or the Purchase Agreement, including any intent, purpose, plan or proposal that is conditioned upon, or that would require the Company or any of its Affiliates or any other Person with respect to make public disclosure relating to any mergersuch intent, business combinationpurpose, consolidationplan, sale, restructuring, reorganization, recapitalization, extraordinary dividend, proposal or other transaction involving Parent condition; or any of its Subsidiaries; (vi) otherwise assist, advise, encourage or act in concert with any person with respect to, or seek to control, change or influence the management or Board of Parent or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, or enter into any arrangement or understanding with others to takedo, any of the actions restricted or prohibited under clauses (i) through (vii) of this Section 2.01, or take any action that would result in Parent having to make a public announcement regarding any of the matters referred to in clauses (i) through (vii) of this Section 2.01. Impala may make any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding the foregoing, the restrictions contained in this Section 2.01 shall cease immediately if (x) Parent enters into a definitive agreement to engage in, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, by any other Person or group of a majority of the voting securities or assets of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end of the Standstill Period, except with respect to any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Agreement as Confidential Information pursuant to Section 3.03.
Appears in 1 contract
Standstill Agreement. Each Holder agrees that(a) For a period of twelve (12) months from the date hereof, except as provided in this Agreement or any other Transaction AgreementSECTION 3.1, during the Standstill Period, neither such Holder nor any of such Holder’s controlled Affiliates will, unless specifically invited in writing by Parent, Investor Shareholders will not directly or indirectly, alone nor will they authorize or direct any of their officers, employees, agents and other representatives to, in concert with any other person: each case, unless specifically requested to do so in writing in advance by a resolution of the Board or a Committee:
(i) acquireoffer, announce an intention seek or propose to acquire, offer ownership of any assets or businesses of the Company or any of its Subsidiaries having a fair market value in excess of 5% of the fair market value of all of the Company's and its Subsidiaries' assets, or any rights or options to acquire any such ownership (including from a third party);
(ii) acquire or agree, offer, seek or propose to acquire, or agree cause to acquirebe acquired, by purchase beneficial ownership of, or otherwiseparticipate in an acquisition of, any direct or indirect beneficial interest in any voting securities or any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities of Parent the Company or any of its Subsidiaries; , or any options, warrants or other rights (iiincluding, without limitation, any convertible or exchangeable securities) make to acquire any such securities (except pursuant to a stock dividend, stock split, reclassification, recapitalization or otherwise become a “participant” other similar event by the Company;
(iii) make, or in any “way participate in, any "solicitation” " of “"proxies” to vote " (as such terms are used in the Exchange Act), or seek to advise or influence any person or entity proxy rules of the SEC) with respect to the voting of any voting securities of Parent; the Company or any of its Subsidiaries, except as contemplated by Section 2.2(e) hereof;
(iiiiv) deposit any securities of the Company or any of its Subsidiaries in a voting trust or subject any securities of the Company to any arrangement or agreement with respect to the voting of such securities or enter into any other agreement having similar effect;
(v) form, join join, or in any way participate in become a “group” within the meaning member of Section 13(d)(3a 13D Group with any other Person (other than its Affiliates or other Investor Shareholders) of the Exchange Act with respect to any voting securities of Parent; (iv) publicly offer, seek, or propose to acquire, outside the ordinary course of business, any of the assets of Parent Company or any of its Subsidiaries, ;
(vvi) otherwise seek to propose or participate propose, whether alone or in a proposal to Parent or concert with others, any of its Affiliates or any other Person with respect to any tender offer, exchange offer, merger, business combination, consolidation, sale, restructuring, reorganizationliquidation, recapitalizationdissolution, extraordinary dividend, recapitalization or other similar transaction involving Parent the Company or any of its Subsidiaries; ;
(vivii) otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director Director of the Company who is not nominated by the then incumbent directorsDirectors or seek the removal of any person as a Director of the Company, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, or enter into any arrangement or understanding with others to take, any shareholders of the actions restricted Company or prohibited under clauses seek to call a meeting of the shareholders of the Company; provided that the Investor Shareholders may designate or nominate Directors and seek the removal of such Directors, in accordance with SECTION 2.1; or
(viii) take any action with respect to or publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing.
(b) Nothing contained in SECTION 3.1 shall be deemed in any way to prohibit or limit (i) through (vii) of this Section 2.01, or take any action that would result in Parent having to make a public announcement regarding any the activities of the matters referred to Investor Directors discharging their fiduciary duties as Directors or (ii) any transactions in clauses (i) through (vii) the ordinary course of this Section 2.01. Impala may make any request or proposal (but only privately to Parent or business and on arm's length terms between the Board of Parent Company and not publicly) to amendits Subsidiaries, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding one hand, and Investor Shareholders and their Affiliates, on the foregoingother hand, which transactions, in the restrictions contained in this Section 2.01 case of the Company, shall cease immediately if (x) Parent enters into a definitive agreement to engage in, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, have been approved by any other Person or group of a majority of the voting securities or assets of Parent or Directors who are not Investor Directors.
(yc) If any Person shall commence and not withdraw a bona fide unsolicited tender offer or exchange offer has been commenced for at least that if successful would result in a majority Change of Parent’s voting securities; provided thatControl (an "OFFER"), in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end Standstill Period shall immediately terminate unless within ten (10) Business Days of the Standstill Periodannouncement of such Offer, except with respect to any transaction the independent directors shall have publicly recommended that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise Offer not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Agreement as Confidential Information pursuant to Section 3.03accepted.
Appears in 1 contract
Standstill Agreement. Each Holder agrees thatWithout the Company's prior written consent, except you will not (and you will ensure that your Affiliates (as provided defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) will not for a period of two years from the date of this Agreement (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the Company, or any other Transaction Agreementdirect or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, during the Standstill Period, neither such Holder nor any of such Holder’s controlled Affiliates will, unless specifically invited in writing by Parent, directly "Securities"); (ii) seek or indirectlypropose, alone or in concert with any other person: (i) acquireothers, announce an intention to acquire, offer control or propose to acquire, or agree to acquire, by purchase or otherwise, any direct or indirect beneficial interest influence in any voting securities manner the management, the Board of Directors or any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities the policies of Parent or any of its Subsidiaries; (ii) make or otherwise become a “participant” in any “solicitation” of “proxies” to vote (as such terms are used in the Exchange Act), or seek to advise or influence any person or entity with respect to the voting of any voting securities of ParentCompany; (iii) form, join make any proposal or 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 Parent; (iv) publicly offer, seek, or propose to acquire, outside the ordinary course of business, any of the assets of Parent or any of its Subsidiaries, (v) otherwise propose or participate in a proposal to Parent or any of its Affiliates or any other Person with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or other transaction involving Parent or any of its Subsidiaries; (vi) otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, or enter into any arrangement or understanding with others to take, any of the actions restricted or prohibited under clauses (i) through (vii) of this Section 2.01, or take any action that would result in Parent having to make a public announcement statement regarding any of the matters referred proposal, whether written or oral, to in clauses (i) through (vii) of this Section 2.01. Impala may make any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive Directors of the Company or terminate any provision director or officer of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding the foregoing, the restrictions contained in this Section 2.01 shall cease immediately if (x) Parent enters into a definitive agreement to engage inCompany, or makes a otherwise make any public announcement of an intention to engage inor proposal whatsoever, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, by any other Person or group of a majority of the voting securities or assets of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end of the Standstill Period, except with respect to any transaction that has been or proposed by transaction between the Company or any Holder prior to the time such of its security holders and you or any of your Affiliates, including, without limitation, any Acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, recapitalization unless (a) the Company's Board of Directors or other transaction or tender or exchange offer is withdrawnits designated Representatives shall have requested in advance the submission of such proposal, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that (b) such proposal is communicated solely directed to the Company's Board of DirectorsDirectors or its designated Representatives, or a committee thereof, of Parent, is not reasonably intended to require Parent to make and (c) any public disclosure announcement with respect to such proposal and is otherwise held confidentialapproved in advance by the Company's Board of Directors; (iv) make a request in any form, and distribution thereof is restricted by such Holder and its Representatives other than a confidential request directed to the Company in accordance with Paragraph 2(ii) above, that the terms prohibitions of this Agreement as Confidential Information pursuant Paragraph 9 be waived or that the Company take any action which would permit you to Section 3.03take any of the actions described in this Paragraph 9; or (v) enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing. If at any time during such period you are approached by any person concerning your or their participation in a transaction or proposed transaction involving the Company's assets or businesses or Securities, you will promptly inform the Company of the nature of such contact and the parties thereto.
Appears in 1 contract
Samples: Confidentiality and Standstill Agreement (U S Laboratories Inc)
Standstill Agreement. Each Holder agrees that(a) For a period of twelve (12) months from the date hereof, except as provided in this Agreement or any other Transaction AgreementSection 3.1, during the Standstill Period, neither such Holder nor any of such Holder’s controlled Affiliates will, unless specifically invited in writing by Parent, Investor Shareholders will not directly or indirectly, alone nor will they authorize or direct any of their officers, employees, agents and other representatives to, in concert with any other person: each case, unless specifically requested to do so in writing in advance by a resolution of the Board or a Committee:
(i) acquireoffer, announce an intention seek or propose to acquire, offer ownership of any assets or businesses of the Company or any of its Subsidiaries having a fair market value in excess of 5% of the fair market value of all of the Company’s and its Subsidiaries’ assets, or any rights or options to acquire any such ownership (including from a third party);
(ii) acquire or agree, offer, seek or propose to acquire, or agree cause to acquirebe acquired, by purchase beneficial ownership of, or otherwiseparticipate in an acquisition of, any direct or indirect beneficial interest in any voting securities or any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities of Parent the Company or any of its Subsidiaries; , or any options, warrants or other rights (iiincluding, without limitation, any convertible or exchangeable securities) make to acquire any such securities (except pursuant to a stock dividend, stock split, reclassification, recapitalization or otherwise become a “participant” other similar event by the Company;
(iii) make, or in any way participate in, any “solicitation” of “proxies” to vote (as such terms are used in the Exchange Act), or seek to advise or influence any person or entity proxy rules of the SEC) with respect to the voting of any voting securities of Parent; the Company or any of its Subsidiaries, except as contemplated by Section 2.2(e) hereof;
(iiiiv) deposit any securities of the Company or any of its Subsidiaries in a voting trust or subject any securities of the Company to any arrangement or agreement with respect to the voting of such securities or enter into any other agreement having similar effect;
(v) form, join join, or in any way participate in become a “group” within the meaning member of Section 13(d)(3a 13D Group with any other Person (other than its Affiliates or other Investor Shareholders) of the Exchange Act with respect to any voting securities of Parent; (iv) publicly offer, seek, or propose to acquire, outside the ordinary course of business, any of the assets of Parent Company or any of its Subsidiaries, ;
(vvi) otherwise seek to propose or participate propose, whether alone or in a proposal to Parent or concert with others, any of its Affiliates or any other Person with respect to any tender offer, exchange offer, merger, business combination, consolidation, sale, restructuring, reorganizationliquidation, recapitalizationdissolution, extraordinary dividend, recapitalization or other similar transaction involving Parent the Company or any of its Subsidiaries; ;
(vivii) otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director Director of the Company who is not nominated by the then incumbent directorsDirectors or seek the removal of any person as a Director of the Company, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, or enter into any arrangement or understanding with others to take, any shareholders of the actions restricted Company or prohibited under clauses seek to call a meeting of the shareholders of the Company; provided that the Investor Shareholders may designate or nominate Directors and seek the removal of such Directors, in accordance with Section 2.1; or
(viii) take any action with respect to or publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing.
(b) Nothing contained in Section 3.1 shall be deemed in any way to prohibit or limit (i) through (vii) of this Section 2.01, or take any action that would result in Parent having to make a public announcement regarding any the activities of the matters referred to Investor Directors discharging their fiduciary duties as Directors or (ii) any transactions in clauses (i) through (vii) the ordinary course of this Section 2.01. Impala may make any request or proposal (but only privately to Parent or business and on arm’s length terms between the Board of Parent Company and not publicly) to amendits Subsidiaries, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding one hand, and Investor Shareholders and their Affiliates, on the foregoingother hand, which transactions, in the restrictions contained in this Section 2.01 case of the Company, shall cease immediately if (x) Parent enters into a definitive agreement to engage in, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, have been approved by any other Person or group of a majority of the voting securities or assets of Parent or Directors who are not Investor Directors.
(yc) If any Person shall commence and not withdraw a bona fide unsolicited tender offer or exchange offer has been commenced for at least that if successful would result in a majority Change of Parent’s voting securities; provided thatControl (an “Offer”), in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end Standstill Period shall immediately terminate unless within ten (10) Business Days of the Standstill Periodannouncement of such Offer, except with respect to any transaction the independent directors shall have publicly recommended that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise Offer not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Agreement as Confidential Information pursuant to Section 3.03accepted.
Appears in 1 contract
Samples: Shareholder Agreement (Wynnefield Partners Small Cap Value Lp)
Standstill Agreement. Each Holder (a) IXC covenants and agrees thatthat each of it and IXC Communications, except Inc. shall not and shall not permit any controlled Affiliate of IXC Communications, Inc. and/or IXC to, without the prior approval of the Board of Directors of PSINet or as otherwise provided in this Agreement or any other Transaction Agreement, during the Standstill Period(i) in any manner acquire, neither such Holder nor agree to acquire or make any of such Holder’s controlled Affiliates will, unless specifically invited in writing by Parentproposal to acquire, directly or indirectly, alone or in concert with any other person: (i) acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, by purchase or otherwise, any direct or indirect beneficial interest in any voting securities or any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities property of Parent PSINet or any of its Subsidiaries; subsidiaries (except pursuant to Section 3 of this Agreement or by way of stock dividends, stock splits or other distributions by PSINet made available to holders of Voting Securities generally, including without limitation pursuant to a PSINet preferred stock purchase rights plan or pursuant to any similar plan or distribution, or as permitted pursuant to clause (ii)(C) of this Section 15.8), (ii) propose (by itself or by or through any of its directors, executive officers, attorneys, investment bankers or other Person duly authorized to make such a proposal) or induce any other Person to propose, directly or indirectly, (A) any merger or business combination involving PSINet or any of its subsidiaries, (B) the purchase or sale of any assets of PSINet or any of its subsidiaries or (C) the purchase of any Voting Securities, by tender offer or otherwise (except pursuant to the exercise of rights, warrants, options or similar securities distributed by PSINet to holders of Voting Securities generally, including without limitation pursuant to the exercise of rights pursuant to PSINet's preferred stock purchase rights plan), (iii) directly or indirectly solicit "proxies" or "consents" or become a “"participant” " in any “a "solicitation” of “proxies” to vote " (as such terms are used defined in Regulation 14A under the Exchange 1934 Act), or seek to advise or influence any person or entity Person with respect to the voting of any voting securities Voting Securities of Parent; PSINet or any of its subsidiaries, (iiiiv) form, join or in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act 1934 Act) with respect to any Voting Securities of PSINet or xxx xx xts subsidiaries, (v) deposit any Voting Securities in a voting securities trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of Parent; Voting Securities, (ivvi) publicly offerotherwise act, seekalone or in concert with others, to seek to control or propose to acquire, outside influence (except as a customer or supplier in the ordinary course of business) the management, Board of Directors or policies of PSINet (PROVIDED, HOWEVER, that so long as he is a director of PSINet, this clause (vi) shall not prohibit Ralph J. Swett from taking action and serving in his capacity xx x xxxxxxxx of PSINet in a manner consistent with the proper exercise of his fiduciary and other duties as a director of PSINet), (vii) disclose any intention, plan or arrangement inconsistent with the foregoing or (viii) advise, assist or encourage any other Person in connection with any of the assets foregoing. Notwithstanding anything in this Section 15.8 to the contrary, so long as there shall not have occurred an IXC Change of Parent Control, IXC shall be permitted to approach the Board of Directors of PSINet, directly or any indirectly through its executive officers or its investment bankers for purposes of obtaining a waiver of its Subsidiariesliabilities, obligations and commitments under clause (v) otherwise propose or participate in a proposal to Parent or any of its Affiliates or any other Person with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or other transaction involving Parent or any of its Subsidiaries; (vi) otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, or enter into any arrangement or understanding with others to take, any of the actions restricted or prohibited under clauses (i) through (viiii) of this Section 2.01, or take any action 15.8(a). IXC agrees that would result in Parent having to make a public announcement regarding any of the matters referred to in clauses (i) through (vii) provisions of this Section 2.01. Impala may make 15.8 shall be binding upon its successors and assigns (other than resulting from a Pledge Transaction) and any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding the foregoing, the restrictions contained in this Section 2.01 shall cease immediately if (x) Parent enters into a definitive agreement to engage in, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, by any other Person or group of a majority permitted transferees of the voting securities or assets IXC Shares who are controlled Affiliates of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided thatIXC Communications, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end of the Standstill Period, except with respect to any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Agreement as Confidential Information pursuant to Section 3.03.Inc.
Appears in 1 contract
Standstill Agreement. Each Holder agrees thatDuring the eighteen (18) month period following the Execution Date (the “Restricted Period”), except without the Company’s prior written consent, Purchaser will not (and will ensure that its “affiliates” (as provided defined in this Agreement Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) will not): (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any outstanding voting securities of the Company, or any other Transaction Agreementdirect or indirect rights or options to acquire any such securities or any securities convertible into such securities, during or ownership of all or substantially all of the Standstill Period, neither such Holder nor any assets of such Holder’s controlled Affiliates will, unless specifically invited in writing by Parent, directly the Company; (ii) seek or indirectlypropose, alone or in concert with others, to control or influence in any other person: manner the management or the Board of Directors of the Company; (iiii) acquire, announce an intention to acquire, offer or propose to acquiremake, or agree to acquire, by purchase or otherwise, any direct or indirect beneficial interest in any voting securities way participate, directly or any rightsindirectly, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities of Parent or any of its Subsidiaries; (ii) make or otherwise become a “participant” in any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules under the Exchange Act)Act and the regulations thereunder) to vote, or seek to advise or influence any person or entity with respect to the voting of of, any voting securities of Parentthe Company; (iiiiv) form, join join, or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act Act) with respect to any voting securities of Parentthe Company; (iv) publicly offer, seek, or propose to acquire, outside the ordinary course of business, any of the assets of Parent or any of its Subsidiaries, (v) otherwise propose make any public announcement or participate in a proposal with respect to Parent or any of its Affiliates the Transaction or any other Person with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, transaction or other proposed transaction involving Parent or any of its Subsidiaries; (vi) otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, or enter into any arrangement or understanding with others to take, any of the actions restricted or prohibited under type described in the foregoing clauses (i) through (viiiii) of this Section 2.01between the parties, or take any action that would result in Parent having to make a public announcement regarding any of the matters referred Company’s security holders or any of the Company’s affiliates; or (vi) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; provided, however, that nothing in clauses (i) through (vii) of this Section 2.01. Impala may make letter agreement shall prohibit Purchaser in any request way from making any non-public offer or proposal to the Company (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereofDirectors thereof). Notwithstanding anything to the foregoingcontrary in the foregoing sentence, each of the restrictions contained in this Section 2.01 paragraph (collectively, the “Standstill”) shall cease immediately if lapse at such time as: (x) Parent the Company enters into a definitive agreement with any person not affiliated with Purchaser with respect to engage ina merger, sale of assets or makes a public announcement of an intention to engage in, a business combination, recapitalization securities or other transaction that business combination as a result of which such other person would result in an acquisition, directly or indirectly, by any other Person or group of succeed to a majority of the voting securities securities, assets or assets business of Parent the Company, or (y) any tender a person not affiliated with Purchaser has commenced an offer (or exchange offer has been commenced for at least publicly announced an intention to offer) to acquire a majority of Parentthe Company’s outstanding voting securities; provided that, in the event that such business combination, recapitalization securities or other transaction undertaken (or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject publicly announced an intention to the restrictions contained in this Section 2.01 until the end of the Standstill Period, except undertake) a proxy contest with respect to the election of directors of the Company or that would if successful result in such person owning a majority of the outstanding voting securities of the Company, or (z) the Company publicly discloses that it has waived any transaction that has been proposed by standstill or similar provision in any Holder prior other agreement between the Company and any third party, including any provision analogous or substantially similar to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Agreement as Confidential Information pursuant to Section 3.03Standstill.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Applied Genetic Technologies Corp)
Standstill Agreement. Each Holder Stockholders' agrees that, except as provided in this Agreement until the earlier of two years after the Effective Date or until you, the other Stockholders or any other Transaction Agreement, during person or affiliate to which you or the Standstill Periodother Stockholders transfer the Shares own in the aggregate less than 3% of Viatel's common stock on a fully diluted basis, neither such Holder you nor any of such Holder’s controlled Affiliates your affiliates will, unless specifically invited in writing by Parent, directly or indirectly, unless in any such case specifically invited in writing to do so by the board of directors of Parent (i) individually or together with one or more persons or entities, acquire, offer to acquire or agree to acquire, or participate in the financing of any acquisition of, beneficial ownership of any securities of Parent entitled to vote in the general election of directors (other than securities distributed generally to all holders of a class of securities), or securities convertible into or exchangeable or exercisable for such securities (other than stock options) (collectively, "Securities"); (ii) initiate, propose, engage or otherwise participate in the solicitation of stockholders or their proxies for approval of one or more stockholder proposals (including, without limitation, the election of directors, any amendment to the charter or bylaws, or any business combination transaction) with respect to Parent; (iii) otherwise act alone or in concert with any other person: (i) acquireperson or entity to seek to influence or control the management, announce an intention to acquireboard of directors, offer policies or propose to acquireaffairs of Parent, or agree to acquiresolicit, by purchase propose or otherwise, encourage any direct or indirect beneficial interest in any voting securities or any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities of Parent or any of its Subsidiaries; (ii) make or otherwise become a “participant” in any “solicitation” of “proxies” to vote (as such terms are used in the Exchange Act), or seek to advise or influence any other person or entity with respect to the voting any form of business combination transaction with Parent or any voting securities subsidiary of Parent; (iii) form, join or to solicit, make or propose or encourage any way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act other person or entity with respect to, or announce an intent to make, any voting securities of Parenttender offer or exchange offer for any Securities; (iv) publicly offerrequest Parent or its board of directors, seekofficers, employees or agents, to amend or waive, or propose to acquire, outside the ordinary course of businessseek any modification to, any provision of the assets of Parent this section 5; or any of its Subsidiaries, (v) otherwise propose or participate in a proposal to Parent or any of its Affiliates or any other Person with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or other transaction involving Parent or any of its Subsidiaries; (vi) otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, or enter into any arrangement or understanding with others to take, any of the actions restricted or prohibited under clauses (i) through (vii) of this Section 2.01, or take any action that would result in designed to, or which can reasonably be expected to, require Parent having to make a public announcement regarding any of the matters referred to in clauses (i) through (vii) of this Section 2.01. Impala may make any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (section 5) year period beginning on the date hereof. Notwithstanding the foregoingforgoing, the restrictions contained provisions of this section shall be reinstated during the two year period referred to above, if you or your affiliates increase share ownership in this Section 2.01 shall cease immediately if (x) Parent enters into to a definitive agreement to engage in, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result level which is in an acquisition, directly or indirectly, by any other Person or group of a majority excess of the voting securities or assets of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end of the Standstill Period, except with respect to any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Agreement as Confidential Information pursuant to Section 3.033% threshold.
Appears in 1 contract
Samples: Resignation Agreement (Viatel Inc)
Standstill Agreement. Each Holder agrees that, except as provided in this Agreement or any other Transaction Agreement, during 4.1 Standstill Provisions. Until the one-year anniversary of the Closing Date (the “Standstill Period”), neither such Holder nor any of such Holder’s controlled Lilly and its Affiliates will, unless specifically invited in writing by Parentwill not, directly or indirectly, alone except as expressly approved or invited by Precision in concert with any other person: writing:
(ia) acquire, announce an intention to acquireeffect or seek, offer or propose (whether publicly or otherwise) to acquireeffect, or agree cause or participate in or in any way advise, assist or encourage any other Person to acquireeffect or seek, by purchase offer or propose (whether publicly or otherwise) to effect or participate in, directly or indirectly, (i) any direct or indirect beneficial interest in acquisition of any voting securities of Precision or any rights, warrants of its Subsidiaries or options to acquire, or any securities convertible into or exercisable or exchangeable for, for any voting securities of Parent Precision or any of its Subsidiaries (or beneficial ownership thereof); (ii) any acquisition of any material assets of Precision or any of its Subsidiaries; , (iiiii) make any tender or otherwise become a “participant” in exchange offer, merger or other business combination or Change of Control involving Precision or any of its Subsidiaries, (iv) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Precision or any of its Subsidiaries, or (v) any “solicitation” of “proxies” to vote (as such terms are used in the Exchange Act), proxy rules of the SEC) or seek consents to advise or influence vote any person or entity with respect to the voting of any voting securities of Parent; Precision;
(iiib) form, join or in any way participate in a “group” within the meaning of Section 13(d)(3) of (as defined under the Exchange Act Act) with respect to any voting securities of Parent; (iv) publicly offer, seek, or propose to acquire, outside the ordinary course of business, any of the assets of Parent Precision or any of its Subsidiaries, ;
(vc) otherwise propose act, alone or participate in a proposal concert with others, to Parent seek to control or any influence the board of its Affiliates directors or any other Person with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, the management or other transaction involving Parent policies of Precision or any of its Subsidiaries; ;
(vid) otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, or enter into any arrangement or understanding with others to take, any of the actions restricted or prohibited under clauses (i) through (vii) of this Section 2.01, or take any action that would result in Parent having reasonably be expected to require Precision to make a public announcement regarding any of the matters referred to in clauses (i) through (vii) of this Section 2.01. Impala may make any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding the foregoing, the restrictions contained set forth in this Section 2.01 shall cease immediately if 4.1;
(xe) Parent enters enter into a definitive agreement any discussions or arrangements with any Third Party with respect to engage inany of the foregoing; or
(f) publicly disclose any intention, plan or makes a public announcement arrangement regarding any of an intention the matters set forth in this Section 4.1.
4.2 Amendment or Waiver of Standstill; Ownership of Securities. Lilly agrees during the Standstill Period not to engage in, a business combination, recapitalization request Precision (or other transaction that would result in an acquisitionits representatives), directly or indirectly, to amend or waive any provision of this Article 4, other than by any other Person or group means of a majority confidential communication to Precision’s Chairman of the voting securities Board or assets of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided Chief Executive Officer. Lilly represents and warrants that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end as of the Standstill PeriodExecution Date, except with respect to neither Lilly nor any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereofits Subsidiaries owns, of Parentrecord or beneficially, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidentialany securities of Precision or any securities convertible into or exercisable or exchangeable for securities of Precision, and distribution thereof is restricted by such Holder and neither Lilly nor any of its Representatives Subsidiaries has engaged in accordance with any transactions involving, directly or indirectly, any securities of Precision (other than the terms purchase of this Agreement as Confidential Information pursuant to Section 3.03the Shares).
Appears in 1 contract
Samples: Stock Purchase Agreement (Precision Biosciences Inc)
Standstill Agreement. Each Holder (a) IXC covenants and agrees thatthat each of it and IXC Communications, except Inc. shall not and shall not permit any controlled Affiliate of IXC Communications, Inc. and/or IXC to, without the prior approval of the Board of Directors of PSINet or as otherwise provided in this Agreement or any other Transaction Agreement, during the Standstill Period(i) in any manner acquire, neither such Holder nor agree to acquire or make any of such Holder’s controlled Affiliates will, unless specifically invited in writing by Parentproposal to acquire, directly or indirectly, alone or in concert with any other person: (i) acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, by purchase or otherwise, any direct or indirect beneficial interest in any voting securities or any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities property of Parent PSINet or any of its Subsidiaries; subsidiaries (except pursuant to Section 3 of this Agreement or by way of stock dividends, stock splits or other distributions by PSINet made available to holders of Voting Securities generally, including without limitation pursuant to a PSINet preferred stock purchase rights plan or pursuant to any similar plan or distribution, or as permitted pursuant to clause (ii)(C) of this Section 15.8), (ii) propose (by itself or by or through any of its directors, executive officers, attorneys, investment bankers or other Person duly authorized to make such a proposal) or induce any other Person to propose, directly or indirectly, (A) any merger or business combination involving PSINet or any of its subsidiaries, (B) the purchase or sale of any assets of PSINet or any of its subsidiaries or (C) the purchase of any Voting Securities, by tender offer or otherwise (except pursuant to the exercise of rights, warrants, options or similar securities distributed by PSINet to holders of Voting Securities generally, including without limitation pursuant to the exercise of rights pursuant to PSINet's preferred stock purchase rights plan), (iii) directly or indirectly solicit "proxies" or "consents" or become a “"participant” " in any “a "solicitation” of “proxies” to vote " (as such terms are used defined in Regulation 14A under the Exchange 1934 Act), or seek to advise or influence any person or entity Person with respect to the voting of any voting securities Voting Securities of Parent; PSINet or any of its subsidiaries, (iiiiv) form, join or in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act 0000 Xxx) with respect to any Voting Securities of PSINet or any of its subsidiaries, (v) deposit any Voting Securities in a voting securities trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of Parent; Voting Securities, (ivvi) publicly offerotherwise act, seekalone or in concert with others, to seek to control or propose to acquire, outside influence (except as a customer or supplier in the ordinary course of business) the management, Board of Directors or policies of PSINet (PROVIDED, HOWEVER, that so long as he is a director of PSINet, this clause (vi) shall not prohibit Xxxxx X. Xxxxx from taking action and serving in his capacity as a director of PSINet in a manner consistent with the proper exercise of his fiduciary and other duties as a director of PSINet), (vii) disclose any intention, plan or arrangement inconsistent with the foregoing or (viii) advise, assist or encourage any other Person in connection with any of the assets foregoing. Notwithstanding anything in this Section 15.8 to the contrary, so long as there shall not have occurred an IXC Change of Parent Control, IXC shall be permitted to approach the Board of Directors of PSINet, directly or any indirectly through its executive officers or its investment bankers for purposes of obtaining a waiver of its Subsidiariesliabilities, obligations and commitments under clause (v) otherwise propose or participate in a proposal to Parent or any of its Affiliates or any other Person with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or other transaction involving Parent or any of its Subsidiaries; (vi) otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, or enter into any arrangement or understanding with others to take, any of the actions restricted or prohibited under clauses (i) through (viiii) of this Section 2.01, or take any action 15.8(a). IXC agrees that would result in Parent having to make a public announcement regarding any of the matters referred to in clauses (i) through (vii) provisions of this Section 2.01. Impala may make 15.8 shall be binding upon its successors and assigns (other than resulting from a Pledge Transaction) and any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding the foregoing, the restrictions contained in this Section 2.01 shall cease immediately if (x) Parent enters into a definitive agreement to engage in, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, by any other Person or group of a majority permitted transferees of the voting securities or assets IXC Shares who are controlled Affiliates of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided thatIXC Communications, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end of the Standstill Period, except with respect to any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Agreement as Confidential Information pursuant to Section 3.03.Inc.
Appears in 1 contract
Standstill Agreement. Each Holder agrees thatmember of the Springbok Group will not, except as provided in this Agreement and will cause each of its respective Affiliates, directors, officers, employees, agents, consultants, advisors or any other Transaction Agreementrepresentatives, during the Standstill Periodincluding legal counsel, neither such Holder nor accountants and financial advisors (collectively, "REPRESENTATIVES") not to, do any of such Holder’s controlled Affiliates will, unless specifically invited in writing by Parentthe following, directly or indirectly, alone for a period commencing on the date hereof and ending on the day after the date of the 2010 Annual Meeting of Stockholders, including any adjournments or postponements thereof (the "STANDSTILL DATE"), unless they have obtained the prior written consent of the Board:
(A) engage, or in concert with any other person: (i) acquireway participate, announce an intention to acquiredirectly or indirectly, offer or propose to acquire, or agree to acquire, by purchase or otherwise, any direct or indirect beneficial interest in any voting securities or any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities of Parent or any of its Subsidiaries; (ii) make or otherwise become a “participant” in any “"solicitation” of “proxies” to vote " (as such terms are used term is defined in Rule 14a-1(l) promulgated by the SEC under the Exchange Act) of proxies or consents in any "election contest" with respect to the Company's directors (regardless of whether it involves the election or removal of directors of the Company), or (B) seek to advise advise, encourage or influence any person or entity Person with respect to the voting of any voting securities of Parent; the Company in any "election contest" with respect to the Company's directors (iiiregardless of whether it involves the election, removal of or withholding votes for directors of the Company), (C) initiate, propose or otherwise "solicit" (as such term is defined in Rule 14a-1(l) promulgated by the SEC under the Exchange Act) stockholders of the Company for the approval of stockholder proposals in connection with the election or removal of or withholding votes for directors of the Company, or (D) induce or attempt to induce any other Person to initiate any such shareholder proposal;
(ii) form, join or in any way participate in a “partnership, syndicate, or other group” within the meaning of , including without limitation any "group" as defined under Section 13(d)(3) of the Exchange Act Act, with respect to any voting securities of Parent; the Company in connection with any "election contest" with respect to the Company's directors (regardless of whether it involves the election or removal of or withholding votes for directors of the Company), other than a "group" that only includes members who are currently identified as Reporting Persons in the Springbok Group's Schedule 13D filings (or Affiliates thereof or successors thereto) or parties to this Agreement;
(iii) seek, alone or in concert with others, (A) to call a meeting of stockholders or solicit consents from stockholders or conduct a nonbinding referendum of stockholders, (B) to obtain representation on the Board except as otherwise expressly permitted in this Agreement, (C) to effect the removal of any member of the Board (PROVIDED that this shall not pertain to any members of the Springbok Group who are directors of the Company), (D) to make a stockholder proposal at any meeting of the stockholders of the Company except as otherwise expressly permitted in this Agreement, or (E) to amend any provision of the Company's Restated Certificate of Incorporation or the Company's Amended and Restated Bylaws;
(iv) publicly offersell, seekoffer or agree to sell, all or propose to acquire, outside the ordinary course of business, any of the assets of Parent or any of its Subsidiaries, (v) otherwise propose or participate in a proposal to Parent or any of its Affiliates or any other Person with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or other transaction involving Parent or any of its Subsidiaries; (vi) otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, or enter into any arrangement or understanding with others to take, any of the actions restricted or prohibited under clauses (i) through (vii) of this Section 2.01, or take any action that would result in Parent having to make a public announcement regarding any of the matters referred to in clauses (i) through (vii) of this Section 2.01. Impala may make any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding the foregoing, the restrictions contained in this Section 2.01 shall cease immediately if (x) Parent enters into a definitive agreement to engage in, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisitionsubstantially all, directly or indirectly, through swap or hedging transactions or otherwise, any voting rights decoupled from the underlying Voting Securities held by the Springbok Group to any Third Party (as defined below);
(v) other than Mr. Saitowitz, the Replacement Noxxxxx xx xxx other member of the Springbok Group who is a director of the Company, if applicable, in their capacity as a director, effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings, whether or not legally enforceable, with any Person), offer or propose to effect, cause or participate in, or in any way assist or facilitate any other Person to effect or group seek, offer or propose to effect or participate in, (i) any acquisition of a majority more than ten percent (10%) of any securities, or any material assets or businesses, of the voting securities Company or assets any of Parent its subsidiaries or portfolio companies, (yii) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided thatoffer, in the event that such business combinationmerger, recapitalization acquisition, share exchange or other business combination involving more than ten percent (10%) of any of the Voting Securities or any of the material assets or businesses of the Company or any of its subsidiaries or portfolio companies, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject with respect to the restrictions contained in this Section 2.01 until Company or any of its subsidiaries or portfolio companies or any material portion of its or their businesses;
(vi) enter into any discussions, negotiations, agreements or understandings with any Third Party with respect to the end of the Standstill Periodforegoing, except or advise, assist, encourage or seek to persuade any Third Party to take any action with respect to any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding of the foregoing, no Holder shall be prohibited from making or otherwise take or cause any confidentialaction inconsistent with any of the foregoing; or
(vii) request, non- public proposal to Parentdirectly or indirectly, provided that such proposal is communicated solely to the Board any amendment or waiver of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms any provision of this Agreement as Confidential Information pursuant to Section 3.033(c) (including this clause (vii) by the Company or any of its Representatives).
Appears in 1 contract
Samples: Settlement Agreement (Springbok Capital Management, LLC)
Standstill Agreement. Each Holder CNET covenants and agrees that, except as provided in this Agreement or any other Transaction Agreement, during follows:
(a) During the Standstill Period, neither such Holder nor any of such Holder’s controlled Affiliates Period no Restricted Party will, unless specifically invited in writing by Parent, directly or indirectly, alone nor will it authorize or direct any of its Representatives to (and will take appropriate action against such Representatives to discourage), in concert with any other person: each case unless specifically requested to do so in writing in advance by the Board of Directors:
(i) acquireacquire or agree, announce an intention to acquireoffer, offer seek or propose to acquire, or agree cause to acquirebe acquired, by purchase ownership of any assets or otherwise, any direct or indirect beneficial interest in any voting securities businesses of the Company or any rightsof its Subsidiaries having a fair market value in excess of 5% of the fair market value of all of the Company's and its Subsidiaries' assets, warrants or any rights or options to acquire any such ownership (including from a third party);
(ii) acquire or agree, offer, seek or propose to acquire, or securities convertible into or exchangeable forcause to be acquired, Beneficial Ownership of any voting securities Voting Stock of Parent the Company or any of its Subsidiaries; , or any options, warrants or other rights (iiincluding, without limitation, any convertible or exchangeable securities) make or otherwise become a “participant” to acquire any such Voting Stock, in any “case other than the Common Stock Beneficially Owned by the Restricted Parties on the date hereof.
(iii) make, or in any way participate in, any "solicitation” " of “"proxies” to vote " (as such terms are used in the Exchange Act), or seek to advise or influence any person or entity proxy rules of the SEC) with respect to the voting of any voting securities of Parent; the Company or any of its Subsidiaries, except pursuant to the NBC Voting Agreement;
(iiiiv) deposit any securities of the Company or any of its Subsidiaries in a voting trust or subject any such securities to any arrangement or agreement with any Person (other than one or more Restricted Parties and/or NBC and/or any Affiliate of NBC);
(v) form, join join, or in any way participate in become a “group” within the meaning member of Section 13(d)(3) of the Exchange Act a 13D Group with respect to any voting securities of Parent; the Company or any of its Subsidiaries (ivother than a "group" consisting solely of Restricted Parties and/or NBC and/or any Affiliate of NBC);
(vi) publicly offer, seekarrange any financing for, or propose to acquireprovide any financing commitment for, outside the ordinary course purchase of business, any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the assets of Parent Company or any of its Subsidiaries, except for such assets as are then being offered for sale by the Company or such Subsidiary;
(vvii) except pursuant to the NBC Voting Agreement, otherwise act, whether alone or in concert with others, to seek to propose to the Company any tender or participate in a proposal to Parent or any of its Affiliates or any other Person with respect to any exchange offer, merger, business combination, consolidation, sale, restructuring, reorganizationliquidation, recapitalization, extraordinary dividend, recapitalization or other similar transaction involving Parent the Company or any of its Subsidiaries; (vi) otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director who is not nominated by of the then incumbent directorsCompany, or propose any matter to be voted upon by the stockholders of Parent or any the Company; PROVIDED that the provisions of its Affiliates; or this clause (vii) announce an intention to take, will not prohibit or enter restrict any Restricted Party from entering into any agreement, arrangement or understanding relating to the Transfer of any securities in accordance with others Section 2.2 or engaging in any discussion or negotiations relating to takeany potential Transfer of any securities in accordance with Section 2.2; (viii) nominate any person for election as director of the Company; or
(viii) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing.
(b) In addition, during the Standstill Period no Restricted Party will, nor will they authorize or direct any of the actions restricted or prohibited under clauses (i) through (vii) of this Section 2.01their respective Representatives to, or take any action that would result in Parent having require the Company to make a public announcement regarding any of the matters referred to set forth in clauses (i) through (vii) of this Section 2.01. Impala may make any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding the foregoing, the restrictions contained in this Section 2.01 shall cease immediately if (x) Parent enters into a definitive agreement to engage in, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, by any other Person or group of a majority of the voting securities or assets of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end of the Standstill Period, except with respect to any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Agreement as Confidential Information pursuant to Section 3.032.1(a).
Appears in 1 contract
Standstill Agreement. Each Holder agrees thatSeller shall not, except as provided in and shall cause its Affiliates not to, either directly or through investment bankers, attorneys, accountants or other advisors ("Representatives") unless and until Seller shall has received the prior written invitation or approval of a majority of directors of Buyer (it being understood that the execution of this Agreement or any other Transaction Agreement, during by the Standstill Period, neither parties does not constitute such Holder nor any of such Holder’s controlled Affiliates will, unless specifically invited in writing by Parentan invitation), directly or indirectly, alone or in concert with any other person: indirectly (i) acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, by purchase acquire or otherwisemake any proposal to acquire any securities of Buyer or any of its subsidiaries, any direct warrant or indirect beneficial interest in option to acquire any voting securities or such securities, any rights, warrants or options to acquire, or securities security convertible into or exchangeable forfor any such securities or any other right to acquire any such securities, (ii) seek or propose, or, as to any of the following occurring prior to the Closing under the Acquisition Agreement, unless approved by a majority of the current directors of Buyer (excluding Seller's de- signees) vote in favor of, any voting securities merger, consolidation, business combination, tender or exchange offer, sale or purchase of Parent assets or securities, dissolution, liquida- tion, restructuring, recapitalization or similar transac- tions of or involving Buyer or any of its Subsidiaries; subsidiaries, (iiiii) make make, or otherwise become a “participant” in any “solicitation” way participate in, any "solicita- tion" of “"proxies” " or "consents" (whether or not relating to vote the election or removal of directors) within the meaning of Regulation 14A under the Securities and Ex- change Act of 1934 as amended (as such terms are used in the "Exchange Act)") with respect to any securities of Buyer or any of its subsid- iaries, or seek to advise or influence any person or entity become a participant with respect to the voting of any voting securities securi- ties of Parent; Buyer or any of its subsidiaries, or demand a copy of the stock ledger list of stockholders, or any other books and records of Buyer or any of its subsidiar- ies (iiiother than requests made by Seller's designees on Buyer's board of directors exercising their fiduciary duties as directors of Buyer), (iv) initiate, propose or participate in the solicitation of stockholders for the approval of one or more stockholder proposals with re- spect to Buyer or its subsidiaries, as described in Rule 14a-8 under the Exchange Act, or induce or encourage any other individual or entity to initiate any stockholder proposal relating to Buyer or its subsidiaries, (v) form, join or in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act Act) with respect to any voting acquisition of securities of Parent; (iv) publicly offer, seek, or propose to acquire, outside the ordinary course of business, any of the assets of Parent Buyer or any of its Subsidiariessubsidiaries, (vvi) otherwise propose act, alone or participate in a proposal concert with others, to Parent seek to control or influence, in any manner, the management, Board of Directors or poli- cies of Buyer or any of its Affiliates subsidiaries (other than actions taken by Seller's designees on Buyer's board of directors exercising their fiduciary duties as directors of Buyer), (vii) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or en- courage, any other Person persons in connection with any of the foregoing, or make any investment in (other than passive investments permitted by Sections 3 and 6 hereof), in any of the foregoing, (viii) make any publicly disclosed pro- posal regarding any of the foregoing; (ix) enter into any discussions, negotiations, arrangements or under- standings with or provide any information to any third party with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or other transaction involving Parent or any of its Subsidiaries; (vi) otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliatesforegoing; or (viix) announce an intention to takedisclose any intention, plan or arrangement inconsis- tent with the foregoing prohibitions or advise or assist any third party in connection with any activity included in the foregoing prohibitions. Seller also shall not make any proposal, statement or inquiry, or enter into disclose any arrangement intention, plan or understanding arrangement, whether written or oral, inconsistent with others to take, any of the actions restricted or prohibited under clauses (i) through (vii) of this Section 2.01foregoing, or take any action that would result in Parent having to make a public announcement regarding any of the matters referred to in clauses (i) through (vii) of this Section 2.01. Impala may make any request Buyer di- rectly or proposal (but only privately to Parent or the Board of Parent and not publicly) indirectly, to amend, waive or terminate any provision of this Section 2.015 or the term of this Section 5 (including this sentence). “Standstill Period” means During the five (5) year period beginning on from the date hereof. Notwithstanding the foregoing, the restrictions contained in this Section 2.01 shall cease immediately if (x) Parent enters into a definitive agreement to engage in, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, by any other Person or group of a majority of the voting securities or assets of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end of the Standstill Period, except with respect to any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Agreement as Confidential Information pursuant to Section 3.03through the closing under the Acquisition Agreement, if Seller is approached by any third party concerning the participation by Seller or the third party in a transaction involving Buyer's assets, businesses or securities or involving any of the forego- ing actions, Seller will promptly inform Buyer of the nature of such contact and the parties thereto.
Appears in 1 contract
Standstill Agreement. Each Holder CNET covenants and agrees that, except as provided in this Agreement or any other Transaction Agreement, during follows:
(a) During the Standstill Period, neither such Holder nor any of such Holder’s controlled Affiliates Period no Restricted Party will, unless specifically invited in writing by Parent, directly or indirectly, alone nor will it authorize or direct any of its Representatives to (and will take appropriate action against such Representatives to discourage), in concert with any other person: each case unless specifically requested to do so in writing in advance by the Board of Directors:
(i) acquireacquire or agree, announce an intention to acquireoffer, offer seek or propose to acquire, or agree cause to acquirebe acquired, by purchase ownership of any assets or otherwise, any direct or indirect beneficial interest in any voting securities businesses of the Company or any rightsof its Subsidiaries having a fair market value in excess of 5% of the fair market value of all of the Company's and its Subsidiaries' assets, warrants or any rights or options to acquire any such ownership (including from a third party);
(ii) acquire or agree, offer, seek or propose to acquire, or securities convertible into or exchangeable forcause to be acquired, Beneficial Ownership of any voting securities Voting Stock of Parent the Company or any of its Subsidiaries; , or any options, warrants or other rights (iiincluding, without limitation, any convertible or exchangeable securities) make or otherwise become a “participant” to acquire any such Voting Stock, in any “case other than the Common Stock Beneficially Owned by the Restricted Parties on the date hereof.
(iii) make, or in any way participate in, any "solicitation” " of “"proxies” to vote " (as such terms are used in the Exchange Act), or seek to advise or influence any person or entity proxy rules of the SEC) with respect to the voting of any voting securities of Parent; the Company or any of its Subsidiaries, except pursuant to the NBC Voting Agreement;
(iiiiv) deposit any securities of the Company or any of its Subsidiaries in a voting trust or subject any such securities to any arrangement or agreement with any Person (other than one or more Restricted Parties and/or NBC and/or any Affiliate of NBC);
(v) form, join join, or in any way participate in become a “group” within the meaning member of Section 13(d)(3) of the Exchange Act a 13D Group with respect to any voting securities of Parent; the Company or any of its Subsidiaries (ivother than a "group" consisting solely of Restricted Parties and/or NBC and/or any Affiliate of NBC);
(vi) publicly offer, seekarrange any financing for, or propose to acquireprovide any financing commitment for, outside the ordinary course purchase of business, any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the assets of Parent Company or any of its Subsidiaries, except for such assets as are then being offered for sale by the Company or such Subsidiary;
(vvii) except pursuant to the NBC Voting Agreement, otherwise act, whether alone or in concert with others, to seek to propose to the Company any tender or participate in a proposal to Parent or any of its Affiliates or any other Person with respect to any exchange offer, merger, business combination, consolidation, sale, restructuring, reorganizationliquidation, recapitalization, extraordinary dividend, recapitalization or other similar transaction involving Parent the Company or any of its Subsidiaries; (vi) otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director who is not nominated by of the then incumbent directorsCompany, or propose any matter to be voted upon by the stockholders of Parent or any the Company; PROVIDED that the provisions of its Affiliates; or this clause (vii) announce an intention to take, will not prohibit or enter restrict any Restricted Party from entering into any agreement, arrangement or understanding with others to take, any of the actions restricted or prohibited under clauses (i) through (vii) of this Section 2.01, or take any action that would result in Parent having to make a public announcement regarding any of the matters referred to in clauses (i) through (vii) of this Section 2.01. Impala may make any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding the foregoing, the restrictions contained in this Section 2.01 shall cease immediately if (x) Parent enters into a definitive agreement to engage in, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, by any other Person or group of a majority of the voting securities or assets of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject relating to the restrictions contained in this Section 2.01 until the end Transfer of the Standstill Period, except with respect to any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives securities in accordance with Section 2.2 or engaging in any discussion or negotiations relating to any potential Transfer of any securities in accordance with Section 2.2;
(viii) nominate any person for election as director of the terms of this Agreement as Confidential Information pursuant to Section 3.03.Company; or
Appears in 1 contract
Standstill Agreement. Each Holder agrees thatThe Xxxxxxxxxxx Stockholders, except as provided in including its Affiliates, agree that until this Agreement or is terminated in accordance with Section 3 hereof, they will not in any other Transaction Agreement, during the Standstill Period, neither such Holder nor any of such Holder’s controlled Affiliates will, unless specifically invited in writing by Parentmanner, directly or indirectly, alone (a) bid for or acquire any securities of the Company (or beneficial ownership thereof) in concert with any other person: excess of the Permitted Ownership Limit; (ib) acquire, announce an intention to acquireeffect or seek, offer or propose (whether publicly or otherwise) to acquireeffect, or agree cause or participate in or in any way assist any other person to acquireeffect or seek, by purchase offer or propose (whether publicly or otherwise) to effect or participate in, (i) any direct acquisition of any securities (or indirect beneficial interest ownership thereof) in any voting securities excess of the Permitted Ownership Limit or any rightsassets of the Company, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities of Parent or any of its Subsidiariessubsidiaries, except as contemplated in the SPRI Proposal; (ii) make any tender or otherwise become a “participant” in exchange offer or merger or other business combination involving the Company or any “of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or (iv) any "solicitation” " of “"proxies” to vote " (as such terms are used in the proxy rules of the Securities and Exchange Act), Commission) or seek consents to advise or influence any person or entity with respect to the voting of vote any voting securities of Parent; the Company, except in favor of the SPRI Proposal, (iiic) form, join or in any way participate in a “"group” within " (as defined under the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), with respect to any voting the securities of Parent; (iv) publicly offerthe Company, seek, or propose to acquire, outside except as contemplated by this Agreement and the ordinary course of business, any of the assets of Parent or any of its Subsidiariestransactions contemplated hereby, (vd) otherwise propose act, alone or participate in a proposal concert with others, to Parent or any of its Affiliates or any other Person with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or other transaction involving Parent or any of its Subsidiaries; (vi) otherwise seek to control, change control or influence the management management, Board or Board policies of Parent or nominate any person the Company, (other than acting as a shareholder or director who is not nominated by in the then incumbent directorsordinary course), or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (viie) announce an intention to take, or enter into any arrangement or understanding with others to take, any of the actions restricted or prohibited under clauses (i) through (vii) of this Section 2.01, or take any action that would result in Parent having (other than as required by the Securities Exchange Act of 1934, as amended) which might force the Company to make a public announcement regarding any of the types of matters referred to set forth in clauses (ia) through (viid) of this Section 2.01. Impala may make above, (f) advise, assist or encourage any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding other persons in connection with the foregoing, or (g) enter into any discussions or arrangements with any third party (other than the restrictions contained in this Section 2.01 shall cease immediately if (x) Parent enters into a definitive agreement to engage inBoard, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, by any other Person or group of a majority committee of the voting securities Board or assets of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section 2.01 until the end representative of the Standstill Period, except Company) with respect to any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding of the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Agreement as Confidential Information pursuant to Section 3.03.
Appears in 1 contract
Standstill Agreement. Each Holder agrees that, except as provided in this Agreement or any other Transaction Agreement, during 5.1 Prior to the one-year anniversary of the Effective Date (the “Standstill Period”), neither such Holder nor any of such Holder’s controlled GSK and its Affiliates will, unless specifically invited in writing by Parentwill not, directly or indirectly, alone except as expressly approved or in concert with any other person: invited by Vir or otherwise expressly permitted pursuant to this Section 5.
(ia) acquire, announce an intention to acquireeffect or seek, offer or propose (whether publicly or otherwise) to acquireeffect, or agree to acquirecause or participate, by purchase directly or otherwiseindirectly (including through any other Person), in, (i) any direct acquisition of any securities (or indirect beneficial interest in any voting securities ownership thereof) or any rightsmaterial assets of Vir, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities of Parent or any of its Subsidiaries; (ii) make any tender or otherwise become a “participant” in exchange offer, merger, or other business combination involving Vir, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Vir, or (iv) any “solicitation” of “proxies” to vote (as such terms are used in the Exchange Act), proxy rules of the SEC) or seek consents to advise or influence any person or entity with respect to the voting of vote any voting securities of Parent; Vir;
(iiib) form, join or in any way participate in a “group” within the meaning of Section 13(d)(3) of (as defined under the Exchange Act Act) with respect to any voting securities of Parent; Vir;
(iv) publicly offer, seek, or propose to acquire, outside the ordinary course of business, any of the assets of Parent or any of its Subsidiaries, (vc) otherwise propose act, alone or participate in a proposal concert with others, to Parent or any of its Affiliates or any other Person with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or other transaction involving Parent or any of its Subsidiaries; (vi) otherwise seek to control, change control or influence the management management, Board or Board policies of Parent or nominate any person Vir (other than such policies as a director who is not nominated by may be within the then incumbent directors, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, or enter into any arrangement or understanding with others to take, any scope of the actions restricted Preliminary Collaboration Agreement or prohibited under clauses the Definitive Collaboration Agreement);
(id) through (vii) of this Section 2.01, or take any action that would result in Parent having reasonably be expected to require Vir to make a public announcement regarding any of the types of matters referred set forth in clause (a) above; or
(e) enter into any discussions or arrangements with any Person with respect to in clauses any of the foregoing.
5.2 GSK also agrees during the Standstill Period not to request Vir (i) through (vii) of this Section 2.01. Impala may make any request or proposal (but only privately to Parent its representatives), directly or the Board of Parent and not publicly) to amendindirectly, amend or waive or terminate any provision of this Section 2.01. 5 other than by means of a confidential communication to the Vir Chairman of the Board or Chief Executive Officer.
5.3 GSK represents and warrants that, as of the Execution Date, neither GSK nor any of its Affiliates owns, of record or beneficially, any voting securities of Vir, or any securities convertible into or exercisable for any voting securities of Vir.
5.4 Notwithstanding the provisions set forth in Sections 5.1 and 5.2 (the “Standstill Period” means Provisions”), GSK shall immediately, and without any other action by Vir, be released from its obligations under the five Standstill Provisions if: (5a) year period beginning on the date hereof. Notwithstanding the foregoingVir executes, the restrictions contained in this Section 2.01 shall cease immediately if (x) Parent enters into or publicly announces its intention to execute, a definitive agreement with a third party providing for an acquisition (by way of merger, tender offer or otherwise), of more than 50% of Vir’s outstanding Common Stock or all or substantially all of Vir’s assets, (b) any person or “group” (as defined under the Exchange Act) commences a tender offer or makes an offer or proposal which is made public seeking to acquire beneficial ownership of more than 50% of Vir’s outstanding Common Stock (with any acquisition described in clauses (a) and (b) referred to as a “Change of Control Transaction”), (c) Vir waives any standstill or similar provision in any other agreement between Vir and a third party for the explicit purpose of allowing the third party to pursue or engage inin any Change of Control Transaction, or makes (d) Vir publicly announces the commencement of a public announcement formal process to solicit proposals for a potential business combination transaction. None of (i) the ownership or purchase by an intention to engage employee benefit plan of GSK or GSK’s Affiliates in any diversified index, mutual or pension fund managed by an independent advisor, which fund in, a business combination, recapitalization or other transaction that would result in an acquisition-turn holds, directly or indirectly, securities of Vir, (ii) the acquisition of the equity securities of an entity that owns such securities prior to such acquisition so long as such acquisition is not consummated for the purpose of circumventing this Section 5 or (iii) transfers or resales of the Shares by GSK to any other Person or group person in compliance with Section 6, will be deemed to be a breach of a majority of the voting securities or assets of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of ParentGSK’s voting securities; provided that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in standstill obligations under this Section 2.01 until the end of the Standstill Period, except with respect to any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non- public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Agreement as Confidential Information pursuant to Section 3.035.
Appears in 1 contract
