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:
(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 TME Securities beneficially owned by Parent, the Shareholder and their respective controlled Affiliates) (A) any economic interest in, or any direct or indirect right to direct the voting or disposition of, any TME 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;
(ii) enter into, agree, offer, or propose to enter into (whether publicly or otherwise), effect, engage in, or participate in, any acquisition transaction, merger or other business combination, recapitalization, restructuring, liquidation, dissolution, share exchange, sale, disposition, purchase, acquisition or other extraordinary transaction relating to the Company or a transaction for all or a substantial portion of t...
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; and (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.
Standstill Covenant. Infinity World agrees that, without the prior written consent of the Company, it shall not, nor shall any of its Affiliates:
(i) acquire or offer to acquire or agree to acquire (including in the public markets) from any Person, directly or indirectly, by purchase or merger, through the acquisition of control of another Person, by joining a partnership, limited partnership or other “group” (within the meaning of Section 13(d)(3) of the Exchange Act) or otherwise, beneficial ownership of in excess of twenty percent (20%) of the outstanding Common Stock of the Company, or direct or indirect rights (including convertible securities) or options to acquire such beneficial ownership (or otherwise act in concert with respect to any such securities, rights or options with any Person that so acquires, offers to acquire or agrees to acquire);
(ii) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote (as such terms are used in the Regulation 14A promulgated under the Exchange Act), become a “participant” in any “election contest” (as such terms are defined in Rule 14a-11 promulgated under the Exchange Act) or initiate, propose or otherwise solicit stockholders of the Company for the approval of any stockholder proposals, in each case with respect to the Company; provided, however, that the foregoing shall not apply to any person who is a director of the Company acting in his capacity as a director of the Company with respect to matters approved by a majority of the Board of Directors of the Company; or
(iii) form, join, in any way participate in, or encourage the formation of, a group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company; or
(iv) deposit any securities of the Company into a voting trust, or subject any securities of the Company to any agreement or arrangement with respect to the voting of such securities, or other agreement or arrangement having similar effect to which, in each case, a Person who is not an Affiliate of Infinity World is a party; or provided, however, that no such ownership in excess of twenty percent (20%) shall be deemed to have occurred solely due to (1) a stock split, reverse stock split, reclassification, reorganization or other transaction by the Company affecting any class of the outstanding capital stock of the Company generally (2) a stock dividend or other pro rata distribution by the Company to holders of its outstandin...
Standstill Covenant. Subject to Sections 4.3 and 4.4, for a period of twenty-four (24) months from the First Closing Date (the Standstill Period), neither Xx Xxxxxx nor its affiliates shall, in any manner, directly or indirectly, alone or through any other affiliate or jointly or in concert with any other person, without the prior written consent of G Mining, effect, seek, offer or propose, or in any way assist or advise any other person to effect, seek, offer or propose, by any means whatsoever, in each case whether publicly or otherwise:
(a) to acquire or participate in any direct or indirect acquisition of any securities or options to acquire any securities of G Mining where following such transaction the Ownership Interest of Xx Xxxxxx, together with any affiliates, joint actors and parties acting in concert, would collectively exceed 19.8%, which threshold shall increase to 25% if the Second Subscription is completed (the Standstill Threshold); or
(b) to make or participate in any solicitation of proxies to vote, or seek to advise any other person with respect to the voting of any voting securities of G Mining or form, join, or in any way participate in a group, or act jointly or in concert with any person with respect to any voting securities of G Mining; provided, however, that during the Standstill Period, Xx Xxxxxx may increase its Ownership Interest to up to 29.9% with the consent of G Mining, which consent may be withheld by G Mining in its sole discretion.
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. During the Standstill Period, subject to Section 4.2(2) and Section 4.3, neither Weichai nor its Affiliates shall in any manner, directly or indirectly, alone or jointly or in concert with any other Person (including by providing financing to any other Person), without the prior written consent of Xxxxxxx, effect, seek, offer or propose, or in any way assist, advise or encourage any other Person to effect, seek, offer or propose, by any means whatsoever, in each case whether publicly or otherwise:
(a) any acquisition of any Voting Shares or rights or options to acquire any Voting Shares, if, following any such acquisition, Weichai would, in the aggregate, directly or indirectly beneficially own twenty percent (20%) or more of the Voting Shares or shares to which are attached twenty percent (20%) or more of the voting rights attaching to all voting shares of Xxxxxxx;
(b) any take-over bid, merger, amalgamation, plan of arrangement, reorganization or other business combination involving Xxxxxxx or any of its Affiliates or any of their assets;
(c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Xxxxxxx or any of its Affiliates or any of their assets;
(d) any solicitation of any proxies or any other activity in order to vote, advise or influence any Person with respect to the voting of any Voting Shares;
(e) form, join, or in any way participate in a group to attempt to influence the conduct of the holders of Voting Shares or take any other action to seek to control or influence the Board, management or policies of Xxxxxxx or to obtain representation on the Board (other than as provided in Section 2);
(f) attempt to induce any Person not to make or conclude any proposal with respect to Xxxxxxx, by threatening or indicating that it may take any of the foregoing actions;
(g) otherwise act, alone or in concert with others, to seek to control the management, directors or corporate policies of Xxxxxxx;
(h) enter into any discussions or arrangements with respect to, or act as a financing source for, any of the foregoing actions;
(i) make any public or private disclosure of any consideration, intention, plan or arrangement to do or take any of the foregoing actions; or
(j) take any action which might require Xxxxxxx to make public disclosure regarding any of the foregoing.
Standstill Covenant. 7 4.5 Lockup Covenant............................................................................... 8
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. Rio Tinto hereby covenants and agrees that, until the fifth (5th) anniversary of the date of this Agreement, the Rio Tinto Group will not, except with the prior approval of Ivanhoe by way of a resolution passed by Ivanhoe’s board of directors acting by simple majority or as provided in Section 6.2 or Section 6.3:
Standstill Covenant. Other than the purchase of the Shares contemplated by Section 1 of this Agreement, SB agrees that, during the term of the Collaboration Agreement and for one year thereafter (for two years thereafter in the event such agreement is terminated prior to the eighth anniversary of the Effective Date), neither SB nor any of its affiliates will in any manner, directly or indirectly, without the written consent of the Company effect, propose to effect or actively and consciously participate as a partner in (a) any acquisition of any securities or assets of Coulxxx xx (b) any tender or exchange offer, merger, business combination, recapitalization or other extraordinary transaction involving Coulxxx.
