Standstill Covenant. (a) Except in connection with the consummation of the transactions contemplated by the Subscription Agreement, during the period beginning on the date hereof and ending on the earlier of (i) the fifth (5th) anniversary of the date hereof and (ii) the first date after the date hereof on which the number of TME Securities collectively beneficially owned by a Strategic Investor and its Affiliates exceeds the number of TME Securities then collectively beneficially owned by the Investors and their respective controlled Affiliates (such period, the “Standstill Period”), none of Parent or the Shareholder shall, and each of Parent and the Shareholder shall cause its controlled Affiliates and its controlled Affiliates’ Representatives (and with respect to such Representatives that are not directors, officers, managers or employees of Parent or the Shareholder or any of their respective controlled Affiliates, only to the extent such Representatives are acting on behalf, or at the behest, of Parent or the Shareholder or any of their respective controlled Affiliates) not to, directly or indirectly or alone or in concert with any other Person, unless invited to do so by the Board or with the prior written consent of the Company:
Standstill Covenant. Purchaser agrees that neither Purchaser nor any of its affiliates will in any manner, directly or indirectly (i) effect, seek, offer or propose to effect any acquisition of any securities or assets of the Company, any tender or exchange offer, merger, business combination, recapitalization or other extraordinary transaction involving the Company or any solicitation of proxies or consents to vote any voting securities of the Company, (ii) form, join or in any way participate in a "group" (as defined in the Exchange Act) with respect to any voting securities of the Company, (iii) solicit or participate in any solicitation of proxies relating to the election of directors of the Company, or (iv) enter into any agreement with any other person with respect to the foregoing, or assist any other person to do any of the foregoing; provided that (A) Purchaser may purchase additional securities in an amount sufficient to allow Purchaser to own up to 4.9% of the then outstanding shares of Common Stock of the Company (excluding any shares issued directly to Purchaser or its Affiliates by the Company); (B) the transfer of Shares in accordance with Section 4.5 and the voting thereof by the transferee shall not be deemed a prohibited group formation or proxy solicitation; (C) this sentence shall not prohibit the acquisition or disposition of shares for investment purposes only in the open market in the ordinary course by any pension fund or trust for the benefit of employees of Purchaser or its affiliates; and (D) in the event that the term of the Letter Agreement terminates or expires and is not extended, and a definitive Distribution Agreement is not entered into by the parties pursuant to the terms of, and as contemplated by, the Letter Agreement, the restrictions set forth in this Section 4.4 shall terminate and have no force or effect following the termination or expiration of the Letter Agreement.
Standstill Covenant. (a) Except in connection with the consummation of the transactions contemplated by the Subscription Agreement, during the period beginning on the date hereof and ending on the earlier of (i) the fifth (5th) anniversary of the date hereof and (ii) the first date after the date hereof on which the number of Spotify Securities collectively beneficially owned by a Strategic Investor and its Affiliates exceeds the number of Spotify Securities then collectively beneficially owned by the Investors and their respective controlled Affiliates (such period, the “Standstill Period”), none of the Tencent Parties shall, and each of the Tencent Parties shall cause its controlled Affiliates and its controlled Affiliates’ Representatives (and with respect to such Representatives that are not directors, officers, managers or employees of such Tencent Party or any of its controlled Affiliates, only to the extent such Representatives are acting on behalf, or at the behest, of such Tencent Party or any of its controlled Affiliates) not to, directly or indirectly or alone or in concert with any other Person, unless invited to do so by the Board or with the prior written consent of the Company:
Standstill Covenant. Through the first anniversary of the Date of Termination, Executive and her Representatives (as defined below) shall not, directly or indirectly: (a) acquire or offer or agree to acquire, directly or indirectly, by purchase or otherwise, more than five percent (5%) of any outstanding class of voting securities or securities convertible into voting securities of the Corporation, (b) propose to, or attempt to induce any other individual or entity to, enter into, directly or indirectly, any merger, consolidation, business combination, asset purchase (other than routine purchases in the ordinary course of business of product offered for sale by the Corporation) or other similar transaction involving the Corporation or any of its affiliates, (c) make, or in any way participate in any solicitation of proxies to vote, execute any consent as a Corporation shareholder, act to call a meeting of the Corporation’s shareholders, make a proposal to be acted upon by the Corporation’s shareholders or seek to advise or influence any person with respect to the voting or not voting of any securities of the Corporation, (d) form, join or in any way participate in a partnership, syndicate, joint venture or other “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)), with respect to any voting securities of the Corporation or transfer Executive’s voting rights with respect to any securities of the Corporation (by voting trust or otherwise), (e) otherwise act, alone or in concert with others, to seek to control or influence the management, Board or policies of the Corporation or seek a position on the Board, (f) disclose any intention, plan or arrangement inconsistent with the foregoing, or (g) advise, assist or encourage any other persons in connection with any of the foregoing. If Executive has initiated any of the foregoing activities prior to the Date of Termination, Executive shall cease, terminate and otherwise refrain from conducting such activities and shall take any and all necessary steps to effect the foregoing and any proposals made by Executive as a shareholder of the Corporation on or before the Date of Termination, are hereby withdrawn. As used herein, the term “Representative” shall include Executive’s employees, agents, investment bankers, advisors, affiliates and associates of any of the foregoing and persons under the control of any of the foregoing (as the term “affiliate,” “associate” and “control” ar...
Standstill Covenant. Infinity World agrees that, without the prior written consent of the Company, it shall not, nor shall any of its Affiliates:
Standstill Covenant. Purchaser agrees that, during the period commencing on the date hereof and ending on May 14, 2003, neither Purchaser nor any of its affiliates shall acquire any additional shares of capital stock or other securities of the Company other than as provided in Article 1 and this Section 4.4 of this Agreement without the prior written consent of the Board of Directors of the Company (the "Board") in the Board's discretion but subject to the Board's fiduciary duties, provided that in the event that any person, entity or group shall acquire or make a bona fide offer to acquire, in one or more transactions by tender or otherwise, shares of the Company equal to or exceeding the percentage of the fully diluted voting power then held by the Purchaser, then the Purchaser shall be allowed to acquire additional shares of the Company free of the aforesaid restrictions in response to such acquisition or offer but only for so long as such offer shall remain outstanding. Nothing in this Section 4.4 shall prohibit the acquisition or disposition of shares for investment purposes only in the open market in the ordinary course by any pension fund or trust for the benefit of employees of the Purchaser or its affiliates.
Standstill Covenant. Other than the Shares which it will purchase pursuant to Section 1.1 of this Agreement, Robexxx xxxeby covenants and agrees that neither Robexxx xxx any of its affiliates (including parents, subsidiaries or other related entities) will, without the prior written consent of the Company (i) purchase or otherwise acquire, directly or indirectly, any equity securities or assets of the Company (or rights or options to purchase such securities), or (ii) make any tender or exchange offer, merger, business combination, recapitalization or other extraordinary transaction involving the Company, or (iii) enter into any agreement with any other person with respect to the foregoing, or assist any other person to do any of the foregoing. This provision shall terminate and be of no further force or effect five (5) years from the Effective Date or such earlier date as shall be agreed to by the Company.
Standstill Covenant. 14. 4.5 Lockup Covenant.................................................14. 4.6
Standstill Covenant. For a period of two (2) years from the Amendment Date, neither Broad-Ocean nor its affiliates shall in any manner, directly or indirectly, alone or jointly or in concert with any other person, without the prior written consent of Xxxxxxx make any acquisition of any Voting Shares or rights or options to acquire any Voting Shares if following any such acquisition, Broad-Ocean would, in the aggregate directly or indirectly beneficially own 20% or more of the Voting Shares or shares to which are attached 20% or more of the voting rights attaching to all Voting Shares of Xxxxxxx.”
Standstill Covenant. (a) Except in connection with the consummation of the transactions contemplated by the Subscription Agreement, during the period beginning on the date hereof and ending on the earlier of (i) the fifth (5th) anniversary of the date hereof and (ii) the first date after the date hereof on which the number of Spotify Securities collectively beneficially owned by a Strategic Investor and its Affiliates exceeds the number of Spotify Securities then collectively beneficially owned by the Investors and their respective controlled Affiliates (such period, the “Standstill Period”), none of the Tencent Parties shall, and each of the Tencent Parties shall cause its controlled Affiliates and its controlled Affiliates’ Representatives (and with respect to such Representatives that are not directors, officers, managers or employees of such Tencent Party or any of its controlled Affiliates, only to the extent such Representatives are acting on behalf, or at the behest, of such Tencent Party or any of its controlled Affiliates) not to, directly or indirectly or alone or in concert with any other Person, unless invited to do so by the Board or with the prior written consent of the Company: CONFIDENTIAL TREATMENT REQUESTED BY SPOTIFY TECHNOLOGY S.A. PURSUANT TO 17 CFR 200.83 (i) acquire, offer or propose to acquire, or agree to acquire, by purchase or otherwise (other than as a result of a stock dividend, capitalization of profits, stock split or subdivision of any Spotify Securities beneficially owned by the Tencent Parties and their respective controlled Affiliates) (A) any economic interest in, or any direct or indirect right to direct the voting or disposition of, any Spotify Securities or other securities (including any Derivative Securities) of the Company, whether or not any of the foregoing would give rise to beneficial ownership and, in each case, whether or not any of the foregoing is acquired or otherwise obtained by means of borrowing of securities or operation of any Derivative Security or (B) except in the ordinary course of business, any consolidated assets or indebtedness of the Company;
