Common use of Standstill Covenant Clause in Contracts

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. 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; 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. Purchaser agrees that prior to the earlier of (i) the expiration of initial Research Term (as defined in the Collaboration Agreement) without giving effect to any extension thereof or (ii) the earlier termination of the Research Term pursuant to Article X of the Collaboration Agreement, neither Purchaser nor any of its affiliates will in any manner, directly or indirectly (i) other than as permitted by this Agreement, 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 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) the restrictions contained in this Section shall terminate automatically upon the acquisition by any person or group (as defined in the Exchange Act), other than Purchaser and its affiliates, of more than 20% of the outstanding voting securities of the Company or upon the commencement (as provided in Rule 14d-2 under the Exchange Act) of a tender offer other than by or on behalf of Purchaser or its affiliates (with securities or cash) which has not been approved by a majority of the Company's Board of Directors for the Company's voting securities and (CD) 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.