Common use of Standstill Obligations Clause in Contracts

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 provided by Section 1). 4.4.3 Holder shall not, nor shall Holder act in concert with any person to, deposit following the execution and delivery of this Agreement 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 1.

Standstill Obligations. Holder covenants and agrees that, during the Restricted Period: 4.4.1 3.3.1 Holder shall not take, nor shall any of its Affiliates or Representatives take, whether directly or indirectly, representatives take 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 Buyer and/or any of their its Affiliates or Representativesrepresentatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, a Business Combination Proposal Competing Transaction in respect of the Issuer [Company // Blocker] other than with the BigBear Parties Buyer and their respective its Affiliates and Representativesrepresentatives. If Holder or any of its Affiliates or Representatives representatives receives any inquiry or proposal regarding a Business Combination Proposal Competing Transaction in respect of the Issuer[Company // Blocker], 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 the Buyer 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)circumstances. Holder shall, and shall cause its Affiliates and Representatives representatives to, immediately cease any and all existing discussions or negotiations with any Person (other than the BigBear Parties Buyer and/or any of their its Affiliates or Representativesrepresentatives) 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 Competing Transaction in respect of the Issuer[Company // Blocker]. 4.4.2 3.3.2 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, in 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 Units in connection with any vote or other action with respect to the Acquiror Stockholder Mattersmatters described in Section 1.1, other than to recommend that stockholders unitholders of the Issuer [Company // Blocker] vote in favor of approval of the Merger Business Combination Agreement and the other Acquiror Stockholder Matters matters described in Section 1.1 (and otherwise as expressly provided by Section 1). 4.4.3 Holder shall not, nor shall Holder act in concert with any person to, deposit following the execution and delivery of this Agreement 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 1.

Standstill Obligations. Each Holder covenants and agrees that, during the Restricted Period: 4.4.1 3.4.1 Such 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 MP 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 MP Parties and their respective Affiliates and Representatives. If any Holder or any of its their Affiliates or Representatives receives any inquiry or proposal regarding a Business Combination Proposal in respect of the IssuerProposal, then such 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, such Holder shall also promptly notify BigBear Music 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)circumstances. Such 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 MP 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 IssuerProposal. 4.4.2 3.4.2 Each Holder shall not, nor shall any 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 Mattersa Business Combination Proposal, other than to recommend that stockholders shareholders of the Issuer vote in favor of approval of the Merger Agreement and in favor of approval of the other Acquiror Stockholder Matters proposals set forth in the Proxy Statement (and any actions required in furtherance thereof and otherwise as expressly provided by Section 1). 4.4.3 3.4.3 Each Holder shall not, nor shall any Holder act in concert with any person to, deposit following the execution and delivery of this Agreement 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 1.

Standstill Obligations. Each Holder covenants and agrees that, during the Restricted Period: 4.4.1 4.3.1 Such Holder shall not take, nor shall any of its Affiliates or Representatives take, whether directly or indirectly, representatives take 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 QualTek Parties and/or any of their Affiliates or Representativesrepresentatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, a Business Combination Proposal Competing Transaction in respect of the Issuer Buyer other than with the BigBear QualTek Parties and their respective Affiliates and Representativesrepresentatives. If such Holder or any of its Affiliates or Representatives representatives receives any inquiry or proposal regarding a Business Combination Proposal Competing Transaction in respect of the IssuerBuyer, then such 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, such Holder shall also promptly notify BigBear the Company 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)circumstances. Such Holder shall, and shall cause its Affiliates and Representatives representatives to, immediately cease any and all existing discussions or negotiations with any Person (other than the BigBear QualTek Parties and/or any of their Affiliates or Representativesrepresentatives) 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 Competing Transaction in respect of the IssuerBuyer. 4.4.2 4.3.2 Such Holder shall not, nor shall such 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, in 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 Buyer Shareholder Voting Matters, other than to recommend that stockholders shareholders of the Issuer Buyer vote in favor of approval of the Merger Business Combination Agreement and the other Acquiror Stockholder Buyer Shareholder Matters (and otherwise as expressly provided by Section 1). 4.4.3 Holder shall not, nor shall Holder act in concert with any person to, deposit following the execution and delivery of this Agreement 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 1.

Standstill Obligations. Each Holder covenants and agrees that, during the Restricted Period: 4.4.1 4.3.1 Such Holder shall not take, nor shall any of its Affiliates or Representatives take, whether directly or indirectly, representatives take 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 Company and/or any of their its Affiliates or Representativesrepresentatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, a Business Combination Proposal an Alternative Transaction in respect of the Issuer Rxxx XX other than with the BigBear Parties Company and their respective its Affiliates and Representativesrepresentatives. If such Holder or any of its Affiliates or Representatives representatives receives any inquiry or proposal regarding a Business Combination Proposal an Alternative Transaction in respect of the IssuerRxxx XX, then such 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 such Hxxxxx shall also promptly notify BigBear the Company 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)circumstances. Such Holder shall, and shall cause its Affiliates and Representatives representatives to, immediately cease any and all existing discussions or negotiations with any Person (other than the BigBear Parties Company and/or any of their its Affiliates or Representativesrepresentatives) 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 an Alternative Transaction in respect of the IssuerRxxx XX. 4.4.2 4.3.2 Such Holder shall not, nor shall such 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, in 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 Mattersvoting matters, other than to recommend that stockholders shareholders of the Issuer Rxxx XX vote in favor of approval of the Merger Business Combination Agreement and the other Acquiror Stockholder Matters voting matters (and otherwise as expressly provided by Section 1). 4.4.3 Holder shall not, nor shall Holder act in concert with any person to, deposit following the execution and delivery of this Agreement 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 1.

Standstill Obligations. Each Holder covenants and agrees that, during the Restricted Period: 4.4.1 4.3.1 Such Holder shall not take, nor shall any of its Affiliates or Representatives take, whether directly or indirectly, representatives take 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 Company and/or any of their its Affiliates or Representativesrepresentatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, a Business Combination Proposal an Alternative Transaction in respect of the Issuer Company other than with the BigBear Parties Acquiror and their respective its Affiliates and Representativesrepresentatives. If such Holder or any of its Affiliates or Representatives representatives receives any inquiry or proposal regarding a Business Combination Proposal an Alternative Transaction in respect of the IssuerCompany, then such 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 such Hxxxxx shall also promptly notify BigBear the Acquiror 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)circumstances. Such Holder shall, and shall cause its Affiliates and Representatives representatives to, immediately cease any and all existing discussions or negotiations with any Person (other than the BigBear Parties Acquiror and/or any of their its Affiliates or Representativesrepresentatives) 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 an Alternative Transaction in respect of the IssuerCompany. 4.4.2 4.3.2 Such Holder shall not, nor shall such 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, in 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 Mattersvoting matters, other than to recommend that stockholders of the Issuer Company vote in favor of approval of the Merger Business Combination Agreement and the other Acquiror Stockholder Matters voting matters (and otherwise as expressly provided by Section 1). 4.4.3 Holder shall not, nor shall Holder act in concert with any person to, deposit following the execution and delivery of this Agreement 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 1.