Common use of Standstill Arrangement Clause in Contracts

Standstill Arrangement. Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act), beneficially or of record more than 5% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 5.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder and its Affiliates and their respective directors, officers, members, managers, partners, equityholders shall not, during the Term only, in any manner, directly or indirectly, without the prior written consent of the Qualified Directors:

Appears in 3 contracts

Samples: Closing Agreement (Standard Parking Corp), Closing Agreement (Standard Parking Corp), Closing Agreement (Standard Parking Corp)

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Standstill Arrangement. Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act), beneficially or of record more than 5% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 5.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder and its Affiliates and their respective (i) directors, officers, members, managers, partnersand (ii) subject to Section 8.15 hereof, equityholders members and equity holders shall not, during the Term only, in any manner, directly or indirectly, without the prior written consent of the Qualified Directors:

Appears in 3 contracts

Samples: Closing Agreement (Standard Parking Corp), Closing Agreement (Standard Parking Corp), Closing Agreement (Standard Parking Corp)

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