Standstill other than for the Proposed Transaction Sample Clauses

Standstill other than for the Proposed Transaction. (A) Without prejudice to any obligations which the Receiving Party may have at law, under other provisions of this Agreement or otherwise, and save in relation to any shares in the Disclosing Party or any interests in securities (as defined and interpreted in accordance with the Code) of the Disclosing Party acquired pursuant to an offer by the Receiving Party for the entire issued share capital of the Disclosing Party which is recommended by the board of directors of the Disclosing Party, the Receiving Party agrees that, for a period of 1 year commencing on the date of this Agreement or the date on which discussions with the Disclosing Party concerning the Proposed Transaction terminate, whichever is later (the “Standstill Period”), it shall not, directly or indirectly, either alone or together with another person, without the prior written consent of the Disclosing Party: (1) acquire, or cause another person to acquire, an interest in any shares or securities (as defined and interpreted in accordance with the Code) of the Disclosing Party or acquire, or cause another person to acquire, an interest in all or substantially all of the assets of the Disclosing Party or enter into an agreement or arrangement (legally binding or not) to do or omit to do any act as a result of which the Receiving Party or another person may acquire such an interest; (2) make, or cause another person to make, or announce an offer for any shares or other securities (as defined and interpreted in accordance with the Code) of the Disclosing Party or enter into an agreement or arrangement (legally binding or not) or do or omit to do any act as a result of which the Receiving Party or another person may become obliged (under the Code) to make an offer or enter into an agreement or arrangement to acquire any shares or other securities (as defined and interpreted in accordance with the Code) of the Disclosing Party; (3) 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 voting securities in the Disclosing Party in connection with any vote on any matters submitted or proposed to be submitted to a vote of the holders of such shares or securities in the Disclosing Party; (4) requisition or induce or attempt to induce any other person to requisition any general or class meeting of the Disclosing Party or circulate any proposals to shareholders of the Disclosing P...
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Related to Standstill other than for the Proposed Transaction

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus. (ii) Set up account information, including address, dividend option, taxpayer identification numbers and wire instructions. (iii) Issue confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the "1934 Act"). (iv) Issue periodic statements for shareholders. (v) Process transfers and exchanges. (vi) Act as a service agent and process dividend payments, including the purchase of new shares, through dividend reimbursement. (vii) Record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Portfolio which are authorized, based upon data provided to it by the Trust, and issued and outstanding. (viii) Perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the "Lost Shareholder Rules"). (ix) Administer and/or perform all other customary services of a transfer agent.

  • CONTINUING CONNECTED TRANSACTIONS NEW LEASE AGREEMENT

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Counterparty Share Repurchases Counterparty agrees not to repurchase, directly or indirectly, any Shares if, immediately following such purchase, the Outstanding Share Percentage would be equal to or greater than 4.5%. The “Outstanding Share Percentage” as of any day is the fraction (1) the numerator of which is the aggregate of the Number of Shares for this Transaction and the “Number of Shares” under each Additional Equity Derivative Transaction that is a share forward transaction and (2) the denominator of which is the number of Shares outstanding on such day.

  • Issuance in connection with a Business Combination If, in connection with a Business Combination, the Company (a) issues additional Ordinary Shares or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Sponsor, the initial shareholders or their affiliates, without taking into account any shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), issued prior to the Public Offering and held by the initial shareholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. Solely for purposes of this Section 4.6, the “Market Value” shall mean the volume weighted average trading price of the Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

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