Standstill Obligations. Holder covenants and agrees that, during the Restricted Period:
4.4.1 Holder shall not take, nor shall any of its Affiliates or Representatives take, whether directly or indirectly, any action intended to solicit, initiate or knowingly encourage, or any action to continue or engage in discussions or negotiations with, any Person (other than the BigBear Parties and/or any of their Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, a Business Combination Proposal in respect of the Issuer other than with the BigBear Parties and their respective Affiliates and Representatives. If Holder or any of its Affiliates or Representatives receives any inquiry or proposal regarding a Business Combination Proposal in respect of the Issuer, then Holder shall promptly notify such Person indicating only that it is subject to an exclusivity agreement that prohibits it from considering such inquiry or proposal and, in such event, Holder shall also promptly notify BigBear of such facts and circumstances (provided that Sponsor shall not be obligated to provide such notice in violation of any obligation of confidentiality owed to any third party as of the date hereof or any Law). Holder shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person (other than the BigBear Parties and/or any of their Affiliates or Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal in respect of the Issuer.
4.4.2 Holder shall not, nor shall Holder act in concert with any Person (other than the BigBear Parties and their Affiliates and Representatives or as otherwise contemplated by this Agreement, the Investor Rights Agreement or the Merger Agreement) to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the proxy solicitation rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any person with respect to the voting of, any Covered Shares in connection with any vote or other action with respect to the Acquiror Stockholder Matters, other than to recommend that stockholders of the Issuer vote in favor of approval of the Merger Agreement and the other Acquiror Stockholder Matters (and otherwise as expressly pro...
Standstill Obligations. 3.3.1. To the extent permissible by the SEBI ICDR Regulations (defined below) and the SEBI Xxxxxxx Xxxxxxx Regulations (defined below), the Company shall during the period between the Agreement Date and the Closing Date (“Standstill Period”):
(a) provide the Purchaser with such information of the Company as reasonably requested and give reasonable access to the Purchaser and its authorised employees, representatives and agents to the assets, books, accounts, and records, of the Company, during reasonable business hours;
(b) preserve the books and records of the Company;
(c) keep the Purchaser involved and promptly deliver to the Purchaser, all explanations, information and copies of any notices or written threats of Litigation, condemnation actions, and other material matters involving the Company;
(d) take all actions necessary to give effect to the transactions contemplated by this Agreement; and
(e) carry on the Business of the Company in the ordinary course of business and in accordance with applicable Law and governmental approvals.
3.3.2. During the Standstill Period, the Company and the Seller shall not (and shall ensure that their respective Affiliates do not) directly or indirectly discuss, enter into any agreement or understanding with (whether or not such agreement or understanding is absolute, revocable, contingent, conditional, oral, written, binding or otherwise) or solicit any Person: (a) for a potential acquisition or transfer of any or all the Securities of the Company; (b) in connection with the ownership or Control of the Company; or (c) granting any management rights in the Company.
3.3.3. During the Standstill Period, the Seller shall not (and shall ensure that its Affiliates do not) directly or indirectly discuss, enter into agreement or understanding with (whether or not such agreement or understanding is absolute, revocable, contingent, conditional, oral, written, binding or otherwise) or solicit any Person for a potential acquisition or transfer of any or all the Securities of the Company including in relation to Purchase Shares. Further, the Seller shall not and shall ensure that the Depository Participant shall not transfer / credit, or act on any instruction to transfer / credit the Purchase Shares to any Person.
3.3.4. The Company and the Seller confirm that as on the Agreement Date, other than the Facility Agreement, they (including their respective Affiliates) have discontinued all discussions or terminated all agreements wit...
Standstill Obligations. (a) Effective as of the Closing, each Sponsor agrees that, other than pursuant to or as contemplated by this Agreement or the terms of the Transaction Securities and pursuant to stock splits, stock dividends or other distributions or offerings made available to holders of securities of Genesis generally, it shall not, and it shall cause its Affiliates not to, without the prior written consent of Genesis, directly or indirectly, alone or as part of a "group" (as defined in Section 13(d)(3) of the Exchange Act), acquire any shares of Voting Stock of Genesis or securities convertible into or exchangeable for any shares of Voting Stock of Genesis.
(b) The restrictions contained in Section 5.5(a) shall terminate if: (i) the board of directors of Genesis approves a transaction with any "person" (as that term is used in Sections 13(d) and 14(d) of the Exchange Act) and such transaction would result in such person beneficially owning securities representing more than 35% of the total voting power of Genesis or all or substantially all of its assets; (ii) any person (other than Genesis in the case of an exchange offer) shall have commenced a tender or exchange offer for voting securities of Genesis or securities exchangeable, convertible or exercisable for voting securities of Genesis where all such voting securities represent more than 35% of the total voting power of Genesis; or (iii) none of Cypress, TPG and Sponsor Affiliates affiliated with Cypress or TPG have the right to designate directors on the board of directors of Genesis pursuant to the terms of the Series H Preferred Stock.
Standstill Obligations. 1.1 In consideration of the Bidder being permitted to participate in Due Diligence, the Bidder hereby irrevocably and unconditionally undertakes and agrees that, during the Standstill Period (as hereinafter defined), the Bidder shall not and shall cause that none of its Affiliates or Representatives (as hereinafter defined who have received or accessed the Evaluation Material as defined in the NDA) shall, directly or indirectly, acting alone or in concert with others, without the prior written consent of the Company, acquire, sell or otherwise transfer or deal with, agree to acquire, sell or otherwise transfer or deal with, in any manner, ownership or control of any shares, securities, or options to acquire any securities, voting rights of the Company or any of its Affiliates, including by way of open market purchases, proxies or powers of attorney granting voting rights, business combination, merger or other consolidation, recapitalization, restructuring, or other extraordinary transaction, except, in each case, as expressly permitted in this Agreement.
Standstill Obligations. 10.1 Each of the Parties (other than Option Holder) respectively undertakes that it shall (promptly upon becoming aware of the same) notify Option Holder in writing of the occurrence of any Enforcement Event, providing reasonable detail in such notice as to the circumstances surrounding such event (the “Enforcement Event Notice”), together with any such other information relating thereto as Option Holder may reasonably require. The date such Enforcement Event Notice is provided to Option Holder is the “Relevant Date”.
10.2 Owner undertakes that, for the period commencing on the occurrence of any Enforcement Event and ending ***** days after the Relevant Date (such period, the “Standstill Period”), it shall not exercise any Enforcement Rights (other than in connection with any proceedings required to protect the rights of Owner under the Applicable Agreements in respect of the Vessel where third parties have commenced proceedings against the Vessel or the Sub-Lessee); provided that, if the Enforcement Event relates to a payment default by Lessee under the Lease, all Hire and Fees due and payable under the Charter Documents during the Standstill Period are paid to such account as may be directed from time to time by Owner, and provided further, however, that such undertaking shall not apply where:
(a) there has occurred and is continuing an Event of Charterer’s Default, as defined in the Charter, or an Event of Customer’s Default, as defined in the OSA, subject to any cure and notice periods as provided in the respective Charter Document; or
(b) Option Holder confirms in writing that it does not intend to exercise its rights to purchase the Vessel pursuant to this Agreement at any time during the Standstill Period; or
(c) the Vessel has become an actual, agreed, arranged or constructive total loss.
10.3 Each of the Parties (other than Option Holder) hereby respectively acknowledges and agrees that Option Holder shall be permitted to exercise the Purchase Option at any time during the Option Period, including without limitation, at any time when a Standstill Period is in effect.
10.4 Upon exercise by Option Holder of the Option:
(a) Option Holder undertakes to promptly provide a copy of the Option Notice to each of the other Parties, and to provide any further information relating to the purchase of the Vessel pursuant to this Agreement as such Parties may reasonably require;
(b) Owner undertakes (promptly, upon written request therefor) to provide to Lessee ...
Standstill Obligations. 2.2.1 Subject to sub-clauses 2.2.2 and 2.2.3 below and to Clause 2.4 (Interest), all Standstill Obligations of each Company shall be deferred until the expiry of the Standstill Period (or, if later, the date upon which those obligations would otherwise become due and payable).
2.2.2 Upon the date of satisfaction of all the conditions precedent to the relevant BNFL Agreements, the Balancing Instalments and BNFL Interest Amounts which have accrued prior to such date and which fall due and payable during the Standstill Period shall not be payable at any time thereafter and each of the Companies shall be discharged from its obligations to pay such amounts to BNFL.
2.2.3 Standstill Obligations owed to EPL Lenders and constituting principal repayments and any default interest due to them as a consequence of any non-payment of principal on its due date shall not be deferred unless all EPL Lenders so agree but each of the EPL Lenders which are a Party to this Agreement acknowledges that no such amounts will be paid during the Standstill Period and confirms that they shall not take any action during the Standstill Period to require or enforce payment of any such amounts.
Standstill Obligations. (1) The Buyer hereby agrees with the Company and covenants that until the first anniversary of the Closing Date (except with respect to clause "f." which shall continue until the second anniversary of the Closing Date), so long as it is the record or beneficial owner of any Preferred Shares (subject to adjustments upon stock splits, dividends and recapitalizations), without the prior written consent of the Company, it will not directly or indirectly:
a. make, or in any way participate in, alone or in concert with others, any "solicitation" of "proxies" or "consents" (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the 0000 Xxx) to vote for the election or removal of directors of the Company (except to the extent otherwise permitted pursuant to Section 5(k)(x)(2) below);
b. otherwise seek to nominate, alone or in concert with others, any person for election as a director of the Company who is not nominated by the then incumbent directors (except to the extent otherwise permitted pursuant to Section 5(k)(x)(2) below);
c. vote (whether at a meeting of stockholders, by written consent without a meeting or otherwise), alone or in concert with others, any or all of the Shares beneficially owned by the Buyer in favor of the election as a director of the Company of any nominee that has not been nominated or recommended for election as a director of the Company by the then incumbent directors (except to the extent otherwise permitted pursuant to Section 5(k)(x)(2) below);
d. vote (whether at a meeting of stockholders, by written consent without a meeting or otherwise), alone or in concert with others, any or all of the Shares beneficially owned by the Buyer in favor of any proposal to remove as a director of the Company of any director that has not been made, sponsored and submitted by, or at the direction of, the then incumbent directors (except to the extent otherwise permitted pursuant to Section 5(k)(x)(2) below);
x. xxxxx to any Person any proxy or power of attorney that would or could enable such Person to vote, alone or in concert with others, or otherwise transfer or assign to any Person the power to vote (whether at a meeting of stockholders, by written consent without a meeting or otherwise), any or all of the Shares beneficially owned by the Buyer in a manner that would violate the provisions of clauses "c." and/or "d." above or the foregoing prohibition on the granting of proxies and powers of attorney;
f. acqu...
Standstill Obligations. Each Holder covenants and agrees that, prior to the Termination Date:
3.4.1. Each Holder shall be bound by and comply with Sections 6.11 (No Solicitation) and 6.4 (Confidentiality) of the Merger Agreement (and any relevant definitions contained in any such sections) to the same extent as such provisions apply to Xxxxxxx as if such Holder were a signatory to the Merger Agreement with respect to such provisions.
3.4.2. Each Holder shall not, nor shall any Holder act in concert with any person to, deposit any of the Covered Shares in a voting trust or subject any of the Covered Shares to any arrangement or agreement with any person with respect to the voting of the Covered Shares, except as provided by Section 3.1.
Standstill Obligations. Each Criterion Party hereby agrees with the Company that, during the period commencing on the date hereof and ending on the first anniversary of the 2005 Annual Meeting of Stockholders of the Company (the "Standstill Period"), none of the Criterion Parties or their affiliates or associates (A) will directly or indirectly or (B) will directly or indirectly solicit, request, advise, aid, assist or encourage any other person or entity to:
(a) solicit proxies or written consents of stockholders with respect to Common Stock under any circumstances, or make, or in any way participate in, directly or indirectly, any "solicitation" of any "proxy" to vote any shares of Common Stock, or become a "participant" in any "solicitation" (as such terms are used or defined in Regulation 14 promulgated under the General Rules and Regulations under the 0000 Xxx) whether or not relating to the election or removal of directors of the Company except as may be required by Section 2.2 hereof;
(b) seek to call, or to request the call of, a special meeting of stockholders of the Company or demand to inspect any records of the Company pursuant to Section 220 of the DGCL; provided, however, that the restrictions on action set forth in this Subsection 2.3(b) shall not limit, impair or otherwise affect the right of Marwell to take action solely in his capacity as a Director of the Company;
(c) submit or propose for consideration at any meeting of the Company's stockholders one or more stockholder proposals, as described in Rule 14a-8 under the 1934 Act or otherwise; or
(d) make public, or cause or assist any other person to make public (including by disclosure to any journalist, other representative of the media or securities analyst) any request for any waiver or amendment of any provision of this Agreement, or the taking of any action restricted hereby.
Standstill Obligations. 3 Section 2.1 Clinton's Standstill Obligations..........................3
