Standstill Obligation. The standstill obligation, as set out in this Article 3, will be in effect for the period (the “Standstill Period”) beginning on the date of this Agreement and ending three (3) years from the date of this Agreement.
Standstill Obligation. (a) For a period beginning on the date hereof and ending on the third anniversary of the date hereof (the “Standstill Termination Date”), without the prior written consent of Copano, the Purchaser agrees that it shall not, nor shall it permit any of its Affiliates to, nor shall the Purchaser agree, advise, assist, provide information or provide financing to others, or permit its Affiliates to agree, advise, assist, provide information or provide financing to others, to, individually or collectively, directly or indirectly:
(i) acquire or offer to acquire or agree to acquire 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 any equity securities of Copano, or direct or indirect rights (including convertible securities) or options to acquire such beneficial ownership (collectively, the “Securities”) (or otherwise act in concert with respect to any such Securities with any Person that so acquires, offers to acquire or agrees to acquire); provided, however, that no such acquisition, offer to acquire or agreement to acquire shall be deemed to occur solely due to: (a) the issuance of the Purchased Units (including the issuance of any Conversion Units underlying the Purchased Units or any additional Series A Preferred Units issued in respect of distributions by Copano), (b) a unit split, reverse unit split, reclassification, reorganization or other transaction by Copano affecting any class of the outstanding equity securities of Copano generally or (c) a dividend of units or other pro rata distribution by Copano to holders of its outstanding equity securities; or
(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, or encourage, support or aid any other Person to 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 unitholders of Copano for the approval of any unitholder proposals, in each case with respect to Copano; 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...
Standstill Obligation. 5.1 The provisions of this clause 5 shall apply while negotiations or discussions regarding the Purpose are taking place and during the period ending one year after the date that either of the parties confirms to the other in writing that it considers such negotiations or discussions to have ended.
5.2 A party shall not and shall procure that its Representatives shall not, either alone or with other persons, directly or indirectly without the other party’s prior written consent:
5.2.1 acquire, offer to acquire or announce an intention to do the same, or procure or induce any other person to acquire, offer to acquire or announce an intention to do the same, any interest of any kind whatsoever in the securities of the other party or its Affiliates or enter into any agreement, arrangement or understanding (whether legally binding or not) or do or omit to do any act as a result of which it or any other person may acquire, offer to acquire or announce an acquisition or an offer to acquire, such an interest; or
5.2.2 enter into any agreement, arrangement or understanding (whether legally binding or not) which imposes (directly or indirectly) obligations or restrictions on any party to such agreement, arrangement or understanding with respect to the exercise of voting rights attaching to any securities in the other party or its Affiliates.
5.3 The restrictions in clause 5.2 shall not apply:
5.3.1 so as to prevent any advisers of either party from taking any action in the normal course of that person’s investment or advisory business, provided such action is not taken on the instructions of, or otherwise in conjunction with or on behalf of, a party, its affiliates or anyone else in receipt of Confidential Information; or
5.3.2 from the time any offer by either party or its Affiliates for all or part of the share capital of the other party or any of its Affiliates is publicly announced, provided that at the time of such announcement, such offer is recommended by the directors of the other party; or
5.3.3 from the time any offer, or any possible offer, by a third party (not acting in concert with either party or either party’s Affiliates) for all or part of the share capital of the other party or its Affiliates is publicly announced, provided that such offer is recommended by the party’s (or relevant Affiliate’s) directors.
5.4 [ ] acknowledges that the Confidential Information may (in whole or in part) constitute inside information in respect of Ocado for the purpo...
Standstill Obligation. (a) For a period beginning on the date hereof and ending on the later of (A) the third anniversary of the date hereof and (B) the date that the Purchaser and its Affiliates cease to own in the aggregate at least 10% of the then-outstanding Common Stock (calculated on a fully-diluted basis using the treasury stock method and assuming full conversion of any outstanding portion of the Convertible Note held by the Purchaser and its Affiliates) (the “Standstill Termination Date”), without the prior written consent of Triangle, the Parent agrees that it shall not and shall use its reasonable best efforts to cause any other Person that would otherwise be an Affiliate but for the fact that such Person is a Portfolio Company not to, nor shall it permit any of its Affiliates to, nor shall the Parent agree, advise, assist, provide information or provide financing to others (including any Portfolio Company) in order to, or permit its Affiliates to, and shall use its reasonable best efforts to cause any other Person that would otherwise be an Affiliate but for the fact that such Person is a Portfolio Company not to, agree, advise, assist, provide information or provide financing to others (including any Portfolio Company) in order to, individually or collectively, directly or indirectly:
(i) acquire or offer to acquire or agree to acquire 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 any Equity Securities of Triangle, or direct or indirect rights (including convertible securities) or options to acquire such beneficial ownership (collectively, the “Securities”) (or otherwise act in concert with respect to any such Securities with any Person that so acquires, offers to acquire or agrees to acquire); provided, however, that no such acquisition, offer to acquire or agreement to acquire shall be deemed to occur solely due to: (a) the issuance of the Convertible Note (including the issuance of any Conversion Shares underlying the Convertible Note), (b) a stock split, reverse stock split, reclassification, reorganization or other transaction by Triangle affecting any class of the outstanding Equity Securities of Triangle generally, (c) a dividend of stock or other pro rata distribution by Triangle to holders of its outstanding Equity Securities, ...
Standstill Obligation. Investor agrees that it will not, without the approval of the Company's Board of Directors, acquire any additional shares of the Company's Voting Securities (as defined below) in the open market or otherwise if and to the extent such acquisition results in Investor and its affiliates holding greater than 25% of the total Voting Securities. The percentage limitation is referred to in this Section 4.5 as the "Standstill Percentage." Notwithstanding the foregoing restriction:
(a) The Company shall promptly notify Investor in the event that the Company enters into or intends to enter into any bona fide discussions with any third party which the Company reasonably believes will result in a Control Transaction (as defined below). Notwithstanding the foregoing, the Company will provide notice to Investor at least ten calendar days prior to entering into a binding definitive agreement with respect to a Control Transaction, and will further notify Investor after such discussions terminate. Investor's obligation hereunder shall not be in effect for the duration of any such discussions. The Investor acknowledges that such discussions may constitute material inside information that will prevent open market purchases or sales until a public announcement of such discussions.
(b) In the event of any person's or entity's acquisition of Voting Securities from the Company or, from third parties or in the open market, the Standstill Percentage will be increased to the percentage of the Company's total Voting Securities held by such person or entity immediately following such acquisition. The Company shall promptly provide Investor with written notice of any such acquisition of Voting Securities described in this paragraph (b).
(c) Investor's obligations under this Section 4.5 shall terminate upon the making of a bona fide offer by any third party or group (within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended) of an intention to acquire Voting Securities of the Company which, if successful, would result in such party or group owning or having the right to acquire beneficial ownership of more than twenty percent (20%) of the Company's Voting
Standstill Obligation. Except as permitted by [***], during the Term of this Agreement, without the prior written consent of the Board of Directors [***] or encourage others to) directly or indirectly in any manner: [***], directly or indirectly, alone or in concert with others, [***], or in any way participate in, directly or indirectly, alone or in concert with others, any [***] or in any way participate in a “group” [***], directly or indirectly, alone or in concert with others, [***], other than in the ordinary course of business; [***] with others to do any of the actions [***] otherwise act in concert with others, [***].
Standstill Obligation. 7.1 Except for the purposes of implementing the Proposed Transaction where the board of directors of the other has agreed to recommend the offer, neither Offeror nor Offeree will before the date which is 6 months from date of this letter, without the other’s written consent:
(a) acquire or offer to acquire, or cause another person to acquire or offer to acquire, an interest in any shares or other securities of the other or enter into an agreement or arrangement (whether or not legally binding) or do or omit to do any act as a result of which it or any person may acquire an interest in any shares or other securities of the other;
(b) announce or make, or cause another person to announce or make, any sort of offer for any shares or other securities of the other;
(c) enter into any agreement or arrangement (whether or not legally binding) or do or omit to do any act as a result of which it or any person may become obliged to announce or to make any sort of offer for any shares or other securities of the other;
(d) make or in any way participate, directly or indirectly, in any solicitation of proxies or votes or any attempt to influence votes from or by any holder of voting shares or other securities of the other in connection with any vote of holders of voting shares or other securities of the other; or
(e) form, join or in any way participate in any concert party arrangement with respect to any securities of the other (for these purposes concert party arrangement shall mean two or more persons acting in concert as defined in the City Code on Takeovers and Mergers).
7.2 The restrictions in sub-paragraph 7.1 above will cease to apply if:
(a) the board of directors of the other agrees to recommend an offer for Offeror or Offeree (as the case may be) by Offeror or Offeree (as the case may be) or any member of their Groups; or
(b) a third party (not acting in concert with Offeror or Offeree (as the case may be)) announces a firm intention to make an offer for Offeror or Offeree.
Standstill Obligation. Except as permitted [***], during the Term of this Agreement, without the prior written consent of the Board of Directors [***] or encourage others to) directly or indirectly in any manner: [***]directly or indirectly, alone or in concert with others, [***]or in any way participate in, directly or indirectly, alone or in concert with others, any [***]or in any way participate in a [***]directly or indirectly, alone or in concert with others,[***]other than in the ordinary course of business[***]with others to do any of the actions [***]otherwise act in concert with others[***]The provisions of Section 6.5(a) shall [***]announces publicly that it is seeking, or considering seeking, [***]or that it is otherwise exploring, or considering exploring[***]which would result in [***]or one or more of its subsidiaries to a third party[***]immediately prior to [***]For clarity, the foregoing provisions shall prohibit[***]unless one of the exceptions in the preceding sentence[***]For avoidance of doubt, nothing in the Agreement shall prevent [***]Notwithstanding the above, [***]shall not be deemed a breach of this provision.
Standstill Obligation. Except as permitted by Section 8.5(b) or Section 8.5(c), during the [***] ([***]) years after the Effective Date of this Agreement, without the prior written consent of the Board of Directors of SYNTA, GSK and its Affiliates will not (and will not assist or encourage others to) directly or indirectly in any manner: (i) acquire, announce an intention to acquire, or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, gift or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) or interest in any securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any securities of SYNTA; (ii) make, or in any way participate in, directly or indirectly, alone or in concert with others, any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the Exchange Act) any securities of SYNTA with respect to any business combination, restructuring, recapitalization or similar transaction; (iii) form, join or in any way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of SYNTA; (iv) acquire, announce an intention to acquire, or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (v) any of the assets, tangible or intangible, of SYNTA or (vi) direct or indirect rights, warrants or options to acquire any assets of SYNTA, other than in the ordinary course of business; (vii) enter into any arrangement or understanding with others to do any of the actions restricted or prohibited under clauses (i), (ii), (iii) or (iv) of this Section 8.5(a); or (viii) otherwise act in concert with others, to seek to offer to SYNTA or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with SYNTA.
Standstill Obligation. From the date of receipt of any notice hereunder of an Event of Default pursuant to Section 1 hereof until the Closing hereunder, NMFS shall not mortgage, pledge or subject (whether or not voluntarily) to any encumbrance, any of the Assets.
