Standstill Agreements Sample Clauses

Standstill Agreements. Notwithstanding Section 3.5.1, if a transaction is approved by the Board, including one that would constitute a Change of Control, and the transaction is accompanied by a Board approved standstill agreement that provides for (i) no further acquisition of Company securities by the shareholder(s) entering into the agreement and (ii) management autonomy for the Company's management at the time the agreement is executed (a "Standstill Agreement"), the Board shall determine whether to contribute amounts to a Trust to fund benefits payable under this Agreement at the time the Standstill Agreement is executed. The Company shall fund such a Trust, however, if after such a transaction and the execution of a Standstill Agreement (i) the terms of the Standstill Agreement, including the management autonomy provision, are violated or (ii) the Company terminates any of its executive officers without Cause, as defined in Section 2.4. If a Trust is to be funded under this Section 3.5.2, the Company shall immediately contribute an amount to the Trust equal to 120% of the amounts that could become payable to Executive under this Agreement.

Standstill Agreements. Each Stockholder agrees that, during the period from the date of this Agreement through and including the date on which NMS holds its 2009 annual meeting of stockholders (which date shall be no later than June 29, 2009) or, if the Asset Sale is not consummated by 11:59 pm (Boston time) on December 31, 2008, through and including the earlier of (i) 11:59 pm (Boston time) on December 31, 2008 or (ii) the date on which the Purchase Agreement is terminated in accordance with its terms (the “Standstill Period”), neither such Stockholder nor any of such Stockholder’s Affiliates will, except as may be required by the performance of its obligations under this Agreement, without the written consent of NMS, directly or indirectly, solicit, request, advise, assist or encourage others to: (a) form, join in or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement; (b) solicit proxies or written consents of stockholders with respect to Common Stock under any circumstances, or make, or in any way participate in, any “solicitation” of any “proxy” to vote any shares of Common Stock, or become a “participant” in any contested solicitation for the election of directors with respect to NMS (as such terms are defined or used in Rules 14a-1 and Item 4 of Schedule 14A under the Exchange Act), or seek to advise or influence any person with respect to the voting, holding or disposition of any shares of Common Stock; (c) seek to call, or to request the call of, a special meeting of the stockholders of NMS, or seek to make, or make, a stockholder proposal at any meeting of the stockholders of NMS or make a request for a list of NMS’s stockholders; (d) commence or announce any intention to commence any tender offer for any shares of Common Stock, or file with or send to the SEC a Schedule 13D or any amendments to any Schedule 13D under the Exchange Act with respect to the Common Stock to reflect changes to the disclosures set forth therein and exhibits filed therewith, except (i) for an amendment to the Schedule 13D previously filed with the SEC by a Stockholder with respect to the Shares (a “Current Schedule 13D”), provided that such Stockholder shall, prior to the filing of such amendment w...

Standstill Agreements. Duly executed counterparts of the two Standstill Agreements in the form of Exhibits 8A and 8B hereof, executed by the Persons described in Article 8 above.

Standstill Agreements. Prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has entered into, terminated, waived or amended any standstill agreement with any third party relating to an Acquisition Proposal.

Standstill Agreements. The commencement of the tender offers and managed distribution program is pursuant to separate agreements (the “Standstill Agreements”) between each Fund and Saba. Subject to the terms of the Standstill Agreements and in consideration for the tender offers, managed distribution plan and other factors set forth in the Standstill Agreements, Saba has agreed, subject to the terms of the Standstill Agreements, to (1) tender all Shares of the Funds owned by it in the tender offers, (2) be bound by certain “standstill” covenants through July 10, 2021 and (3) vote its remaining Shares on all proposals submitted to shareholders in accordance with the recommendation of management through July 10, 2021. Additionally, each Fund has agreed to a four year managed distribution program as described above. The Funds have been advised that Saba will file a copy of each Fund’s Standstill Agreement with the U.S. Securities and Exchange Commission as an exhibit to its Schedule 13D. The Funds have not commenced the tender offers described in this release or declared any dividend or distribution. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of any Fund and the above statements are not intended to constitute an offer to participate in any tender offer. Information about each tender offer, including its commencement, will be provided by future public announcements. Shareholders will be notified in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, either by publication or mailing or both. Each tender offer will be made only by an Offer to Purchase, a related Letter of Transmittal and other documents, to be filed with the SEC. Shareholders of the Funds should read the Offer to Purchase and tender offer statement and related exhibits when those documents are filed and become available, as they will contain important information about the applicable tender offer. These and other filed documents will be available to investors for free both at the website of the SEC and from the Funds.

Standstill Agreements. The Key Shareholders will execute and deliver, at or before the Closing, the Standstill Agreement in the form attached as Exhibit E (the "Standstill Agreement") providing for, in addition to the terms of the Escrow Agreement, restrictions on the resale of shares of ESI Common Stock received by the Key Shareholders as Merger Consideration.

Standstill Agreements. During the period from the date of this Agreement through the earlier of the Effective Time or the Termination Date, neither Parent nor the Company shall terminate, amend, modify or waive any provision of any confidentiality agreement relating to a Parent Acquisition Proposal or a Company Acquisition Proposal, as the case may be, or any standstill agreement to which Parent, Company or any of their respective Subsidiaries is a party (other than any between the Company and Parent), in each case unless the Parent Board or the Company Board, as applicable, determines after consulting with legal counsel that the failure to terminate, amend, modify or waive such provision would be reasonably likely to be inconsistent with its fiduciary duties under applicable law; provided that neither Parent nor the Company shall enforce any provision of any such agreement that would prohibit a third party from requesting such termination, amendment modification or waiver. Subject to the foregoing, during such period, each of Parent and the Company agrees to enforce the provisions of any such agreements, including seeking to obtain injunctions to prevent any breaches of such agreements, and to enforce specifically the terms and provisions thereof in any court of the U.S. or any state thereof having jurisdiction.

Standstill Agreements. (a) Other than in connection with the exercise of its rights pursuant to Section 4.10, or any other transaction approved by the Board of Directors (which must include the approval of the board designees of the Company’s class E common stock), HOOPP agrees that it and its Affiliates will not, without the approval of the Board of Directors including the board designees of the Company’s class E common stock, acquire or publicly announce any intention to acquire shares of Common Stock to the extent HOOPP and its Affiliates would hold of record, beneficially own, or otherwise control the voting with respect to, in excess of 25.0% of the then-outstanding shares of Common Stock after giving effect to such acquisition. DC\1281653.10 (b) Prior to the maturity of all of the Senior Notes, each Holder agrees that it and its Affiliates will not Transfer or acquire shares of Common Stock in an amount that would cause a “Change of Control” (as such term is defined in the Company’s Indentures dated as of September 16, 2010, February 22, 2011 and May 2, 2012 by and among the Company, as Issuer, the Guarantors named therein and Xxxxx Fargo Bank, National Association, as Trustee) to occur after giving effect to such Transfer or acquisition. Any Transfer or acquisition of Common Stock in violation of this Section 3.4(b) will be null and void, and of no legal force or effect. Notwithstanding the foregoing, (i) the Holders may transfer their shares of Common Stock pursuant to Section 4.5 and (ii) CCMP shall be permitted to Transfer its shares or acquire shares of Common Stock pursuant to Section 4.3, Section 4.9 and Article 8, so long as with respect to an acquisition of shares of Common Stock pursuant to Section 4.3 or Section 4.9 only that would cause a “Change of Control” as defined above, the Company is able to refinance its Senior Notes on terms not materially less favorable than the terms of each respective Senior Note and not on terms materially less favorable to similarly situated companies with similar credit ratings.

Standstill Agreements. 6.8.1 LMC agrees that, during the period commencing on the date hereof and ending on the earliest of (w) the valid termination of this Agreement in accordance with Article IX hereof, (x) the 10th anniversary of the date hereof, (y) the consummation of the sale of all or substantially all of the assets of Parent and its Subsidiaries to any Person and (z) the effective time of any merger, consolidation or business combination of Parent with or into any other Person, other than a merger, consolidation or business combination in which the holders of Parent common stock immediately prior to such consummation hold immediately following the consummation of such merger, consolidation or other business combination, shares of the surviving entity constituting at least a majority of the outstanding voting power of such surviving entity, it shall not, and shall not authorize or permit any of its Affiliates or their respective Representatives to do or agree to do any of the following, without the prior written consent of Parent: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any equity securities (or beneficial ownership thereof), or rights or options to acquire any equity securities (or beneficial ownership thereof), or any securities convertible into or exercisable or exchangeable for equity securities (or beneficial ownership thereof) ("Convertible Securities") any assets, indebtedness or businesses of Parent or any of its Affiliates, (ii) any tender or exchange offer, consolidation, business combination, acquisition, merger, joint venture or other business combination involving Parent, any of Parent's Affiliates or any of the assets of Parent or its Affiliates, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Parent or any of its Affiliates, or (iv) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) to vote any voting securities of Parent or consents to any action from any holder of any voting securities of Parent or seek to advise or influence any Person with respect to the voting of or the granting of any consent with respect to any voting securities of Parent; (b) form, join or in any...

Standstill Agreements. (A) Reliance Parent and Reliance agree that, until the Standstill Termination Date, none of Reliance Parent, Reliance nor any of their respective Affiliates will, directly or indirectly: (a) in any manner acquire or agree to acquire, directly or indirectly, by means of purchase, merger, business combination, tender or exchange offer, or in any other manner, (i) any securities of Atlas Parent or its Affiliates (including beneficial ownership, as defined in Rule 13d-3 under the Exchange Act of any securities), (ii) all or a majority of the assets of Atlas Parent or its Affiliates (it being agreed that any acquisition of assets expressly contemplated by Development Agreement or the JOA shall not be a breach of this clause (ii)), or (iii) make any public announcement with respect to any of the foregoing; (b) except to the extent solely in connection with an acquisition expressly permitted under Section 2.3(b), Section 6.4(c) or Article VIII of the Development Agreement and subject to Section 1(D) of this Agreement, contact, discuss with, or negotiate with any Person regarding, or enter into any top lease covering an oil and gas lease, deed or other agreement or document with regard to, any of the properties in the AMI owned by Atlas Parent or any of its Affiliates, or any rights acquired by Atlas Parent or any of its Affiliates during the term of this Agreement with respect to any of the properties in the AMI owned by Atlas Parent or any of its Affiliates (for the purpose of this Agreement, a “top lease” means an arrangement by which the consideration to acquire an oil and gas lease is paid at the time of signing of the lease but such oil and gas lease becomes effective only after expiration or termination of an existing lease held by Atlas Parent or any or its Affiliates); (c) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules promulgated by the SEC) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of Atlas Parent or its Affiliates; (d) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5 promulgated thereunder) with respect to any voting securities of Atlas Parent or its Affiliates; (e) subject solely to Section 1(D) of this Agreement, otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board...