Standstill Period Clause Samples

Standstill Period. For so long as Sponsor Stockholder is entitled to designate an individual for election to the Board pursuant to Section 3.01 (the “Standstill Period”), Sponsor Stockholder shall not, and shall cause each Sponsor and their respective Affiliates not to, directly or indirectly, alone or acting in concert or as a “group” (as defined in Section 13(d) of the Exchange Act) with any holders of Common Stock, but subject, in each case, to the provisions of Section 5.02: (a) acquire, offer or seek to acquire, or agree to acquire Common Stock, any other voting securities of the Company or options, rights to acquire or other derivative instruments with respect thereto, or make any tender or exchange offer or propose any merger, consolidation or any other business combination, either publicly or in a manner that would reasonably be expected to require public disclosure by the Company or Sponsor Stockholder (the restrictions specified in this Section 5.01(a), the “Acquisition Restrictions”); (b) call or seek to call a meeting of the Company’s stockholders or initiate a stockholder proposal for action by the Company’s stockholders; (c) engage in, directly or indirectly, any “solicitation” (as such term is defined under the Exchange Act) of proxies or consents with respect to the election or removal of directors or other matter or proposal relating to the Company or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of proxies or consents; (d) seek election or appointment to, or representation on, the Board, or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board other than pursuant to Section 3.01; (e) enter into any negotiations, arrangements, discussions, agreements or understandings with (whether written or oral), or advise, finance, or solicit, or knowingly facilitate, assist, encourage or seek to persuade, in each case, any third party to take or cause any of the foregoing actions; or (f) make any public announcement with respect to, or make any public announcement inconsistent with, or contesting the validity of, any of the foregoing.

Standstill Period i) DEADLINE: The Standstill Period is due to end at midnight on [insert date] (local time). ii) The Standstill Period lasts ten (14) Days after the date of transmission of this Notification of Intention to Award. iii) The Standstill Period may be extended as stated in paragraph Section 5 (d) above. If you have any questions regarding this Notification please do not hesitate to contact us. On behalf of the Employer: Name: Title/position: Telephone: Email: Request for review of the decision of the…………… (Name of the Procuring Entity of ……………dated the…day of ………….20……….in the matter of Tender No………..…of …………..20….. for (Tender description). I/We……………………………,the above named Applicant(s), of address: Physical address P. O. Box No…………. Tel. No……..Email , hereby request the Public Procurement Administrative Review Board to review the whole/part of the above mentioned decision on the following grounds , namely: 1.

Standstill Period. The "Standstill Period" shall be the period commencing on the date of this Agreement and ending on the earlier of (x) the third anniversary of the Stockholder Approval Date or (y) the earliest of: (i) the occurrence of any event of default on the part of the Company or any Subsidiary under any debt agreements, instruments or arrangements that would reasonably be expected to result in a Material Adverse Effect, and, in the case of a non-monetary event of default, which event of default cannot be, or is not, cured by the Company within the applicable cure period under such debt agreement, instrument or arrangement and that would reasonably be expected to result in a Material Adverse Effect; (ii) the authorization by the Company or the Board or any committee thereof (with all Investor Nominees abstaining or voting against) of the solicitation of offers or proposals or indications of interest with respect to any merger, consolidation, other business combination, liquidation, sale of the Company or all or substantially all of the assets of the Company or any other change of control of the Company or similar extraordinary transaction, but excluding any merger, consolidation or other business combination in which the Company is the surviving and acquiring corporation and in which the business or assets so acquired do not, or would not reasonably be expected to, have a value greater than 50% of the assets of the Company prior to such merger, consolidation or other business combination (any of the foregoing, a "Covered Transaction"); (iii) the written submission by any person or Group other than Investor or any Affiliate thereof of a proposal to the Company (including to the Board or any agent, representative or Affiliate of the Company ) with respect to, or otherwise expressing an interest in pursuing, a Covered Transaction; provided, however, that the Standstill Period shall not terminate pursuant to this Section 4.1(a)(iii), if, as soon as practicable after receipt of any such proposal, the Board determines that such proposal is not in the best interest of the Company and its stockholders and for so long as the Board continues to reject such proposal as a result of such determination; (iv) in connection with any actual or proposed Covered Transaction, the removal of any rights plan, provisions of the Company Charter relating to staggered terms of office for directors, provisions of the Company Charter or the By-laws of the Company relating to supermajority votin...

Standstill Period i) DEADLINE: The Standstill Period is due to end at midnight on [insert date] (local time). ii) The Standstill Period lasts ten (14) Days after the date of transmission of this Notification of Intention to Award. iii) The Standstill Period may be extended as stated in paragraph Section 5 (d) above. On behalf of the Employer: Signature: Name: Title/position: Telephone: Email: FORM NO. 2 - REQUEST FOR REVIEW …................................................................................... APPLICANT AND …............................................. RESPONDENT (Procuring Entity) Request for review of the decision of the…………… (Name of the Procuring Entity of ……………dated the…day of ………….20……….in the matter of Tender No………..…of …………..20….. for (Tender description). I/We……………………………,the above named Applicant(s), of address: Physical address P. O. Box No…………. Tel. No……..Email , hereby request the Public Procurement Administrative Review Board to review the whole/part of the above mentioned decision on the following grounds , namely: 2. By this memorandum, the Applicant requests the Board for an order/orders that: 2. SIGNED ……………….(Applicant) Dated on…………….day of ……………/…20…… FOR OFFICIAL USE ONLY Lodged with the Secretary Public Procurement Administrative Review Board on day of ………....20….………

Standstill Period. DEADLINE: The Standstill Period is due to end at midnight on [insert date] (local time). The Standstill Period lasts ten (10) Business Days after the date of transmission of this Notification of Intention to Award. The Standstill Period may be extended as stated in Section 4 above. If you have any questions regarding this Notification please do not hesitate to contact us. On behalf of the Procuring Entity: Signature: Name: Title/position: Telephone: Email:

Standstill Period. (a) If an Enforcement Event has occurred and is continuing, the Trustee, on behalf of the Holders, will give the Credit Facility Secured Party written notice thereof (an "ENFORCEMENT EVENT NOTICE"). (b) The Trustee may, subject to the Lien Priority and the application of all proceeds of the Collateral in accordance with SECTION 3.4, take one or more Enforcement Actions so long as: (i) (A) an Enforcement Event is continuing for more than 180 consecutive days after the delivery of such Enforcement Event Notice (the "EXPIRY DATE"); (B) the Credit Facility Secured Party has not, on or before the Expiry Date, commenced one or more Enforcement Actions, and (C) the Issuer or the Subsidiary Guarantor against which the Trustee's proposed Enforcement Action is to be taken is not the subject of an Insolvency Proceeding; or (ii) (A) the Credit Facility Secured Party has commenced any Enforcement Action on or prior to the Expiry Date and, at any time after the Expiry Date, is no longer pursuing any Enforcement Actions, (B) no Insolvency Proceeding is pending against Borrower or the Subsidiary Guarantor against which the Trustee's proposed Enforcement Action is to be taken, and (C) the Enforcement Event that was the subject of, or existing on the date of, the Enforcement Event Notice is then continuing. (c) Except as expressly provided for in this Agreement, nothing in this Agreement shall prevent the Parties hereto from exercising any other remedy, or taking any other action, under any of the Financing Documents.

Standstill Period. DEADLINE: The Standstill Period is due to end at midnight on [insert date] (local time).

Standstill Period i) DEADLINE: The Standstill Period is due to end at midnight on [insert date] (local time). ii) The Standstill Period lasts ten (14) Days after the date of transmission of this Notification of Intention to Award. iii) The Standstill Period may be extended as stated in paragraph Section 5 (d) above. If you have any questions regarding this Notification please do not hesitate to contact us. On behalf of the Employer: Name: Title/position: Telephone: To [name and address of the Contractor] This is to notify you that your Tender dated [date] for execution of the [name of the Contract and identification number, as given in the Contract Data] for the Accepted Contract Amount (name of Employer). You are requested to furnish the Performance Security within 30 days in accordance with the Conditions of Contract, using, for that purpose, one of the Performance Security Forms included in Section VIII, Contract Forms, of the Tender Document. Authorized Signature: Name and Title of Signatory: Name of Employer: Attachment: Contract Agreement: To: [name and address of the Supplier] Subject: Notification of Award Contract No.. . . . . . . . .. This is to notify you that your Tender dated [insert date] for execution of the [insert name of the contract and identification number, as given in the SCC] for the Accepted Contract Amount of [insert amount in numbers and words and name of currency], as corrected and modified in accordance with the Instructions to tenderers is hereby accepted by our Agency. You are requested to furnish the Performance Security within 30 days in accordance with the Conditions of Contract, using for that purpose the of the Performance Security Form included in Section X, Contract Forms, of the Tendering document. Authorized Signature: Name and Title of Signatory: Name of Agency:

Standstill Period. (a) Each member of the ▇▇▇▇▇ Group agrees that until the first day following the earlier of (x) the date of the 2009 annual meeting of stockholders of the Company and (y) October 10, 2009 (such period, the "Standstill Period"), without the prior written consent of the Board specifically expressed in a written resolution adopted by a majority vote of the entire Board, neither it nor any of its Affiliates (as such term is defined below) under its control or direction will, directly or indirectly, or in conjunction with any other person or entity: (i) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in way knowingly assist or facilitate any other person to effect or seek, offer or propose to effect any (x) tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries; (y) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries or (z) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries; (ii) acquire, offer or propose to acquire any voting securities (or beneficial ownership thereof), or rights or options to acquire any voting securities (or beneficial ownership thereof) of the Company if after any such case, immediately after the taking of such action the ▇▇▇▇▇ Group, together with its respective Affiliates, would in the aggregate, beneficially own more than 13% of the then outstanding Common Stock; (iii) engage in any solicitation of proxies or consents to vote any voting securities of the Company in opposition to the recommendation of the Board with respect to any matter, including the election of directors; (iv) knowingly seek to influence any person with respect to the voting of any securities of the Company in opposition to the recommendation of the Board with respect to any matter, including but not limited to the election of members of the Board, unless requested to do so by the Company; (v) otherwise act, alone or in concert with others, to knowingly seek to control or influence the Board or the management or policies of the Company; (vi) otherwise act, alone or in concert with others, to seek to control the Board or initiate or take ...