Standstill Exceptions. (a) Notwithstanding Sections 3.01 and 3.02, but subject to the provisions of Section 3.03(b) and Section 3.03(c):
(i) during the Standstill Period but after the Effective Time, the Equity Holding Entity may acquire beneficial ownership of additional shares of Common Stock (A) in the open market, or (B) in accordance with the terms of Section 3.04, if after giving effect to any acquisition of beneficial ownership of additional shares of Common Stock pursuant to clause (A) or (B), BMS' Beneficial Interest would not exceed the Standstill Interest;
(ii) if, during the Standstill Period, the Company provides material non-public information to a third-party in connection with, or begins active negotiation of, a Third-Party Change of Control Transaction, the Company shall promptly, and in any event within 2 Business Days, deliver written notice to BMS to such effect, which notice shall to the extent known by the Company set forth the percentage of Common Stock which the third-party is seeking to acquire pursuant to the Third-Party Change of Control Transaction, and BMS shall have the right to make a non-public proposal to the Board to acquire additional shares of Common Stock; PROVIDED that (i) BMS shall not be required (whether by applicable law or otherwise) to publicly disclose, or to amend, modify or supplement any existing public disclosure because of, the making of such proposal, and (ii) BMS shall not publicly disclose such proposal; PROVIDED FURTHER that notwithstanding the foregoing, if a third-party has publicly proposed a Third-Party Change of Control Transaction and the Company has provided material non-public information to such third-party in connection therewith, or has begun active negotiation of such Third-Party Change of Control Transaction, BMS shall have the right to make a public or non- public proposal to acquire additional shares of Common Stock, subject to the proviso in the penultimate sentence of this paragraph. If the Company accepts such BMS proposal, BMS or the Equity Holding Entity may acquire additional shares of Common Stock in accordance with the terms of such proposal. If the Company rejects such BMS proposal and enters into an agreement with respect to a Third-Party Change of Control Transaction, BMS may make a public proposal to acquire additional shares of Common Stock; PROVIDED that BMS may only acquire beneficial ownership of any additional shares of Common Stock in a transaction for the acquisition of (i) 100% of the outsta...
Standstill Exceptions. Notwithstanding any other provision hereof, the parties hereto agree that the restrictions contained in Section 2.1 shall:
(a) not apply to transactions in any equity or debt securities of any member of the Company Group by any pension plan, 401(k) plan or other employee benefit plan or discretionary investment fund administered for the benefit of the directors, officers or employees of GSO, any GSO Fund or their respective Affiliates; provided, that such activities are not in connection with any intention, plan or arrangement to influence or acquire control over any member of the Company Group’s management, Board or policies;
(b) not prohibit any of the GSO Funds or their respective Affiliates from privately communicating with, including without limitation making any offer or proposal to, the Board of the Company, subject to Section 2.1(f);
(c) not prohibit any transfer which is otherwise permitted under Section 2.3 and/or Section 2.4; and
(d) terminate and be of no further force and effect on the Standstill Termination Date.
Standstill Exceptions. Notwithstanding any other provision hereof, the parties hereto agree that the restrictions contained in Section 2.1 shall:
(a) not apply to transactions in any equity or debt securities of any member of the Company Group by any pension plan, 401(k) plan or other employee benefit plan or discretionary investment fund administered for the benefit of an Investor’s directors, officers or employees or its Affiliates; provided, that such activities are not in connection with any intention, plan or arrangement to influence or acquire control over any member of the Company Group’s management, Board or policies;
(b) not prohibit an Investor or its Affiliates from privately communicating with, including without limitation making any offer or proposal to, the Board of the Company, subject to Section 2.1(f);
(c) not prohibit any transfer which is otherwise permitted under Section 2.3 and/or Section 2.4 and
(d) terminate and be of no further force and effect on the Standstill Termination Date.
Standstill Exceptions. (a) Notwithstanding Section 3.1, from and after the date hereof, (i) the Investor or its Affiliates may acquire Beneficial Ownership of additional shares of Common Stock in the open market in the ordinary course of business consistent with past practice and solely for investment purposes up to an aggregate maximum amount over the term of this Agreement equal to 1% of the outstanding Common Stock of the Company at any given time, and (ii) at any time during the term of this Agreement (subject to applicable Law), the Investor or its Affiliates may acquire Beneficial Ownership of additional shares of Common Stock in the open market, if after giving effect to any acquisition of Beneficial Ownership of additional shares of Common Stock, the number of shares of Common Stock Beneficially Owned by the Investor and its Affiliates would not exceed the Standstill Interest, without regard to whether such purchases are made in the ordinary course of business consistent with past practice and solely for investment purposes.
(b) Notwithstanding anything herein to the contrary, Section 3.1 shall not prohibit:
(i) any purchase of securities of the Company made by the Investor pursuant to, and in accordance with, its preemptive rights set forth in Article V;
(ii) any trading or investment activities of any unaffiliated third-party external investment manager of the Investor or its Affiliates who acts in its sole discretion and who is not otherwise acting as a “group” (as defined in Section 13(d)(3) of the Exchange Act) (a “Group”) with the Investor or its Affiliates that purchases securities of the Company on behalf of the Investor or its Affiliates in the ordinary course of the manager’s investment management functions and without direction to do so from the Investor and/or its Affiliates; provided, that neither the Investor nor any of its directors, officers, employees or professional advisors shall, directly or indirectly, communicate, disseminate or otherwise disclose confidential information relating to the Company and its Subsidiaries to such external investment managers;
(iii) the Investor or its Affiliates from engaging in hedging activities involving index-linked instruments, provided that securities of the Company represent not more than 10% of the underlying index; or
(iv) the acquisition of any Common Stock pursuant to any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), extrao...
Standstill Exceptions. Notwithstanding anything in Section 3.1 to the contrary, the Investor shall be permitted to (a) acquire Beneficial Ownership of up to 20% of the issued and outstanding shares of the Company Common Stock at any time; provided, however, that in no event shall the Investor acquire shares of the Company Common Stock if such acquisition would result in the Investor having Beneficial Ownership of shares of the Company Common Stock in excess of the Ownership Limit, and (b) after the Closing and for so long as the Company is subject to the Takeover Code (i) at any time accept (or vote in favour of) an offer to acquire the issued and to be issued share capital of the Company or (ii) execute and deliver an irrevocable commitment or undertaking to accept, or otherwise agreeing to accept (or vote in favour of) such an offer.
Standstill Exceptions. (a) Notwithstanding Section 2.01, CMA and its Affiliates may take any of the actions described in clauses (a) through (f) of Section 2.01, (i) during the period beginning on the date that (x) the Company or its shareholders receive an unsolicited bona fide tender offer or exchange offer from any Person (excluding CMA and its Affiliates) to acquire at least a majority of the outstanding shares of Common Stock, or (y) any Person (including the Company, but excluding CMA and its Affiliates) publicly announces a bona fide proposal or offer, or commences a proxy contest, to effect Change of Control, and in each case ending on the date that the Board delivers written notice to CMA that in the Board’s good faith determination such offer or proposal or proxy contest has concluded or been withdrawn, (ii) in response to or in connection with any vote, offer or other transaction contemplated in subsections (c) and (d) of Section 2.01 that has been approved by the Board and/or for which the Board has granted its recommendation, or (iii) with the Company’s prior consent.
(b) The Company agrees that, if the Company adopts any stockholder rights plan during the Standstill Period, such stockholder rights plan will include the same exception as provided in Section 2.02(a).
Standstill Exceptions. Notwithstanding any other provision hereof, the parties hereto agree that the restrictions contained in Section 2.1 shall:
(a) not apply to purchases or sales of any securities of any member of the Company Group by any pension plan, 401(k) plan or other employee benefit plan or discretionary investment fund administered for the benefit of the directors, officers or employees of GSO, any GSO Fund or their respective Affiliates; provided, that such activities are not in connection with any intention, plan or arrangement to influence or acquire Control over any member of the Company Group’s management, Board or policies;
(b) not restrict any purchase or imputed purchase of Common Stock in settlement of bona fide hedging transactions with respect to Common Stock or Underlying Shares that are permitted in accordance with the SPA;
(c) other than as provided in Section 2.1(d), not prohibit GSO or any of the GSO Funds from privately communicating with the Board or management of the Company or privately requesting or proposing a waiver, termination or amendment of the provisions of this Agreement;
(d) subject to the restrictions set forth in Section 2.1 and Section 2.3, the Statement of Resolutions and the SPA, not limit any GSO Fund or any of its Affiliates ability to vote or transfer its Common Stock or otherwise exercise rights under its Common Stock;
(e) subject to the restrictions set forth in the SPA and the Statement of Resolutions, not limit any GSO Fund or any of its Affiliates ability to vote or transfer its Preferred Stock or otherwise take actions expressly permitted by the terms of the Statement of Resolutions; and
(f) terminate and be of no further force and effect on the Standstill Termination Date.
Standstill Exceptions. Notwithstanding Sections 4.01 and 4.02, during the Standstill Period, the Investor Parties:
(a) may acquire the Acquired Shares pursuant to the Investment Agreement;
(b) may acquire beneficial ownership of additional Equity Securities if, after giving effect to any such acquisition, the Investor Percentage Interest would not exceed the Standstill Percentage; and
(c) shall be permitted to make requests to the Board to amend or waive any of the limitations set forth in Section 4.01 or 4.02, which the Other Directors, acting by majority, may accept or reject in their sole discretion; provided, however, that (i) any such request shall not be publicly disclosed by the Investor Parties and (ii) any such request shall be made in a manner that is not reasonably likely to require the public disclosure of such request by the Company.
Standstill Exceptions. Notwithstanding the provisions of Section 4.1:
(a) The Parent Stockholder may make confidential proposals to the Company’s Board of Directors with reasonable frequency provided that such proposals do not result in any required disclosure in SEC Reports by the Company.
(b) For so long as the Stockholders collectively own greater than fifteen percent (15%) of the Company’s then-outstanding Common Stock, the Parent Stockholder may submit a counterbid to the Company for any publicly announced third party offer to acquire the Company that is not otherwise promptly rejected by the Company’s Board of Directors (a “Third Party Bid”).
Standstill Exceptions. (a) If and only if a Person that is not (i) a member of the Shareholder Group or (ii) acting on behalf of, in concert with or with the encouragement of any member of the Shareholder Group commences a Bona Fide Offer, then either the Shareholder or Samsung or one of their Subsidiaries (one such party, the “Requesting Party”) shall be permitted to make a private, confidential and written communication to either the Company’s Chief Executive Officer, Chairperson of the Board or the Board (at election of the Requesting Party making such communication) solely to request permission to submit a Competing Offer; provided, that such request would not be reasonably likely to require disclosure or other public announcement by the Shareholder, any member of the Shareholder Group, the Company or any of their respective Affiliates; provided, however, that the right to submit such request shall terminate, and the Requesting Party shall immediately withdraw any request that it has previously submitted (and any such request shall terminate), if such Bona Fide Offer is withdrawn or terminated (or such Bona Fide Offer ceases to be a Bona Fide Offer) prior to the submission by the Requesting Party of a Competing Offer (with respect to which consent to the making of such Competing Offer was provided by the Company in accordance with this Section 2.2). For the avoidance of doubt, if such Bona Fide Offer is withdrawn or terminated (or such Bona Fide Offer ceases to be a Bona Fide Offer), the right of any Requesting Party to submit any further request shall terminate and the Requesting Party shall not have a right to amend or modify any existing request or Competing Offer (unless another Bona Fide Offer has commenced and is pending).
(b) Notwithstanding the foregoing, and if and only if (i) a Core Competitor that is not acting on behalf of, in concert with or with the encouragement of any member of the Shareholder Group commences, a Bona Fide Offer, (ii) the Board recommends to the shareholders of the Company a transaction that would result in a Change of Control or otherwise approves such transaction or (iii) the Company enters into a definitive and binding agreement to implement a Change of Control, then a Requesting Party shall be permitted to submit to the Board a Competing Offer; provided, however, that if such Bona Fide Offer, Board recommendation or approval of a Change of Control transaction, as applicable, is withdrawn or terminated or such Bona Fide Offer ceases to be a...
