Common use of Standstill Period Clause in Contracts

Standstill Period. The "Standstill Period" shall be the period commencing on the date hereof and ending on the earliest of: (i) the date that is the later of (i) three (3) years after the date hereof and (ii) the date on which Shareholder beneficially owns Voting Securities (whether now owned or hereafter acquired) having Voting Power representing, in the aggregate, less than three and one-half percent (3.5%) of the Total Voting Power of the Company; (ii) the date the Board of Directors agrees to recommend (or ceases to oppose) the consummation of a Specified Event, or takes any action designed to induce or materially facilitate such Specified Event, such as redeeming any rights issued under a shareholder rights plan outstanding on the date a third party initiates a Specified Event (provided that the sharing of confidential information with, or discussing the possible sale of the Company to, or the merger or consolidation with, a potential "white knight" shall not constitute taking action designed to induce or materially facilitate a Specified Event or result in a termination of the Standstill Period, but provided further, that in order to permit Shareholder to have a reasonable period of time to pursue other opportunities before such sale, merger or consolidation, if the Board of Directors resolves to proceed with such sale, merger or consolidation opposed by a majority of the Shareholder Designees, then such Standstill Period may be terminated by Shareholder); (iii) Shareholder, its Controlled Affiliates or any Group of which Shareholder or any such Controlled Affiliate is a member; (iv) the date that the Company has entered into an agreement with respect to the merger or consolidation of the Company or the sale of all or substantially all of the assets of the Company, or any tender or exchange offer for Voting Securities representing twenty-five percent (25%) or more of the Total Voting Power of the Company, after which the surviving company in any such transaction would have a board of directors of which the majority of its members would not be Continuing Directors (and, in addition, in respect of an asset sale, in which the shareholders of the Company do not receive capital stock of the successor company), or the Company takes material steps to solicit any such transaction; (v) the date that the Company materially breaches the provisions of Sections 3.2 or 5.1 hereof, and such breach remains uncured for fifteen (15) days, in the case of breaches of Section 3.2, and thirty (30) days, in the case of breaches of Section 5.1 after written notice of such breach has been given by Shareholder to the Company (a "Designated Company Breach"); (vi) the date that any Shareholder Designee fails to be elected in any election to the Board of Directors, unless the Company shall not have taken appropriate action within thirty (30) days thereafter to cause another Shareholder Designee to become a member of the Board of Directors, or to otherwise adjust the size of the Board of Directors to preserve the proportionate representation on the Board of Directors to which Shareholder is then entitled as specified in Section 3.2; (vii) the date that the Company breaches the dividend payment requirement of Section 3.7(a) hereof (if such payment is not excused by the provisions of Section 3.7(b) hereof), unless the Company shall have elected to its Board of Directors one (1) Shareholder Designee in excess of the number of such Shareholder Designees provided for in Section 3.2(a) hereof, in which case the Company shall have an additional period of one (1) year to cure such dividend payment breach (it being understood that Shareholder shall cause such Shareholder Designee to resign from the Board of Directors promptly after the earlier of (x) the date of such cure and (y) the date of termination of the Standstill Period); or (viii) the date that the Company breaches the debt rating maintenance provisions of Section 3.8 hereof. otherwise have terminated in accordance with clause (i) through (viii) above, Shareholder is in material breach of the provisions of Sections 3.1, 3.2, 3.3 or 4.1 of this Agreement (a "Designated Shareholder Breach").

Standstill Period. The As used herein, the term "Standstill Period" shall be ----------------- mean the period commencing on from the date hereof and ending on of this Agreement until the earliest to occur of: (ia) with respect to Section 8.1(a) only, the date that which is the later of eighteen (i18) three (3) years months after the date hereof and (ii) Closing Date, unless the date on which Shareholder beneficially owns Voting Securities (whether now owned or hereafter acquired) having Voting Power representingNote has been fully paid in cash prior to such date, in the aggregate, less than three and one-half percent (3.5%) of the Total Voting Power of the Companywhich case such earlier date; (iib) with respect to Sections 8.1(b) and (c) only (notwithstanding Section 8.3(a)), the date which is the third anniversary of the Closing Date, unless the Note has been fully paid in cash prior to such date, in which case such earlier date; (c) the designation of any date as the Board of Directors agrees to recommend (or ceases to oppose) the consummation of a Specified Event, or takes any action designed to induce or materially facilitate such Specified Event, such as redeeming any rights issued under a shareholder rights plan outstanding on the termination date a third party initiates a Specified Event (provided that the sharing of confidential information with, or discussing the possible sale of the Company to, or the merger or consolidation with, a potential "white knight" shall not constitute taking action designed to induce or materially facilitate a Specified Event or result in a termination of the Standstill Period, but provided further, that in order to permit Shareholder to have a reasonable period of time to pursue other opportunities before such sale, merger or consolidation, if the Board of Directors resolves to proceed with such sale, merger or consolidation opposed Period by a majority of the Shareholder Designees, then such Standstill Period may be terminated directors of the Company at a duly convened meeting thereof or by Shareholder)all of the directors of the Company by written consent; (i) commencement by the Company or any of its Significant Subsidiaries of a voluntary case concerning itself under Title 11 of the United States Code entitled "Bankruptcy" as now or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); (ii) an involuntary case being commenced against the Company or any of its Significant Subsidiaries that is not dismissed within ninety (90) days after commencement thereof; (iii) Shareholder, its Controlled Affiliates the Company or any Group of which Shareholder its Significant Subsidiaries commencing any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, rehabilitation, dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect, relating to the Company or such Significant Subsidiary, or there being commenced against the Company or any of its Significant Subsidiaries any such Controlled Affiliate is proceeding which remains undismissed for a memberperiod of ninety (90) days; (iv) any order of relief or other order approving any such case or proceeding being entered; or (v) any corporate action being taken by the Company or any of its Significant Subsidiaries for the purpose of effecting any of the foregoing; (ive) the date that the Company has entered into an agreement with respect to the merger or consolidation commencement of the Company or the sale of a tender offer for all or substantially all of the assets securities of the CompanyCompany by any Person or 13D Group (other than members of the Purchaser Group), which tender offer, if consummated and added to the Restricted Securities (if any) already owned by such Person or any tender or exchange offer for Voting Securities representing twenty-five 13D Group, would represent thirty percent (2530%) or more of the Total Voting Power total voting power (including rights to acquire voting power) of the Company's Restricted Securities; provided, after which however, that pursuant to Rule 14d-9 the surviving company in any such transaction would have a board Board of directors of which the majority of its members would not be Continuing Directors (and, in addition, in respect of an asset sale, in which the shareholders of the Company do not receive capital stock of has recommended that the successor company), or the Company takes material steps to solicit any Company's shareholders tender into such transactiontender offer; (vf) the date that execution of a definitive agreement between the Company materially breaches the provisions of Sections 3.2 or 5.1 hereof, and such breach remains uncured for fifteen any third party (15) days, in the case of breaches of Section 3.2, and thirty (30) days, in the case of breaches of Section 5.1 after written notice of such breach has been given by Shareholder to the Company (a "Designated Company Breach"); (vi) the date that any Shareholder Designee fails to be elected in any election to the Board of Directors, unless the Company shall not have taken appropriate action within thirty (30) days thereafter to cause another Shareholder Designee to become other than a member of the Board Purchaser Group) that provides for such third party acquiring beneficial ownership of Directors, or to otherwise adjust the size more than twenty percent (20%) of the Board of Directors to preserve the proportionate representation on the Board of Directors to which Shareholder is then entitled as specified in Section 3.2Company's voting stock; (viig) upon the date that the Company breaches the dividend payment requirement Company's material breach of Section 3.7(a) hereof (if such payment is not excused by the provisions of Section 3.7(b) Articles VII, IX or X hereof), unless the Company shall have elected to its Board of Directors one (1) Shareholder Designee in excess Sections 2, 3, 4, or 6 of the number of such Shareholder Designees provided for in Section 3.2(a) hereofNote, in which case the Company shall have an additional period of one (1) year to cure such dividend payment breach (it being understood that Shareholder shall cause such Shareholder Designee to resign from the Board of Directors promptly after the earlier of (x) the date of such cure and (y) the date of termination Sections 1 or 2 of the Standstill Period)Warrant, or Sections 2, 3, 4, 5, 7, or 8 of the Registration Rights Agreement; or (viiih) the date that the Company breaches the debt rating maintenance provisions of Section 3.8 hereof. otherwise have this Agreement is terminated in accordance with clause (i) through (viii) aboveits terms, Shareholder is in material breach of provided Purchaser has not purchased the provisions of Sections 3.1, 3.2, 3.3 or 4.1 of this Agreement (a "Designated Shareholder Breach")Securities.

Standstill Period. The "Standstill Period" shall be the period commencing on the date hereof and ending on the earliest of: (i) the date that is the later of (i) three (3) years after the date hereof and (ii) the date on which Shareholder beneficially owns Voting Securities (whether now owned or hereafter acquired) having Voting Power representing, in the aggregate, less than three and one-half percent (3.5%) of the Total Voting Power of the Company; (ii) the date the Board of Directors agrees to recommend (or ceases to oppose) the consummation of a Specified Event, or takes any action designed to induce or materially facilitate such Specified Event, such as redeeming any rights issued under a shareholder rights plan outstanding on the date a third party initiates a Specified Event (provided that the sharing of confidential information with, or discussing the possible sale of the Company to, or the merger or consolidation with, a potential "white knight" shall not constitute taking action designed to induce or materially facilitate a Specified Event or result in a termination of the Standstill Period, but provided further, that in order to permit Shareholder to have a reasonable period of time to pursue other opportunities before such sale, merger or consolidation, if the Board of Directors resolves to proceed with such sale, merger or consolidation opposed by a majority of the Shareholder Designees, then such Standstill Period may be terminated by Shareholder); (iii) the date that Voting Securities representing twenty five percent (25%) of the Total Voting Power of the Company have been acquired by any Person or Group other than Shareholder, its Controlled Affiliates or any Group of which Shareholder or any such Controlled Affiliate is a member; (iv) the date that the Company has entered into an agreement with respect to the merger or consolidation of the Company or the sale of all or substantially all of the assets of the Company, or any tender or exchange offer for Voting Securities representing twenty-twenty- five percent (25%) or more of the Total Voting Power of the Company, after which the surviving company in any such transaction would have a board of directors of which the majority of its members would not be Continuing Directors (and, in addition, in respect of an asset sale, in which the shareholders of the Company do not receive capital stock of the successor company), or the Company takes material steps to solicit any such transaction; (v) the date that the Company materially breaches the provisions of Sections 3.2 or 5.1 hereof, and such breach remains uncured for fifteen (15) days, in the case of breaches of Section 3.2, and thirty (30) days, in the case of breaches of Section 5.1 after written notice of such breach has been given by Shareholder to the Company (a "Designated Company Breach"); (vi) the date that any Shareholder Designee fails to be elected in any election to the Board of Directors, unless the Company shall not have taken appropriate action within thirty (30) days thereafter to cause another Shareholder Designee to become a member of the Board of Directors, or to otherwise adjust the size of the Board of Directors to preserve the proportionate representation on the Board of Directors to which Shareholder is then entitled as specified in Section 3.2; (vii) the date that the Company breaches the dividend payment requirement of Section 3.7(a) hereof (if such payment is not excused by the provisions of Section 3.7(b) hereof), unless the Company shall have elected to its Board of Directors one (1) Shareholder Designee in excess of the number of such Shareholder Designees provided for in Section 3.2(a) hereof, in which case the Company shall have an additional period of one (1) year to cure such dividend payment breach (it being understood that Shareholder shall cause such Shareholder Designee to resign from the Board of Directors promptly after the earlier of (x) the date of such cure and (y) the date of termination of the Standstill Period); or (viii) the date that the Company breaches the debt rating maintenance provisions of Section 3.8 hereof. Notwithstanding the foregoing, the Standstill Period shall not terminate if, at the time the Standstill Period would otherwise have terminated in accordance with clause (i) through (viii) above, Shareholder is in material breach of the provisions of Sections 3.1, 3.2, 3.3 or 4.1 of this Agreement (a "Designated Shareholder Breach").

Standstill Period. The "Standstill Period" shall be the period commencing on (a) From the date hereof of this Agreement until the entry of the U.S. Bidding Procedures Order, and ending on from the earliest of: date of the conclusion of the Auction until the Closing Date or termination of this Agreement, neither any Seller nor any Affiliate of any Seller shall, directly or indirectly through any of its authorized representatives, (i) solicit, initiate or encourage or engage in discussions or negotiations with respect to any proposal or offer from any Person (other than the Purchaser or its Affiliates) relating to in each case any acquisition, divestiture, recapitalization, business combination or reorganization of or involving all or a substantial part of the business and operations of the Business (a “Competing Transaction”), (ii) furnish any information with respect to, or participate in, or assist, any effort or attempt by any Person to do or seek a Competing Transaction, (iii) execute any letter of intent or agreement providing for a Competing Transaction, or (iv) seek or support Bankruptcy Court approval of a motion or Order inconsistent with the transactions contemplated herein, provided, however, that nothing contained herein shall prohibit the Sellers from providing any Person with the bidding procedures for the sale of the Business and related documents, answering questions about the bidding procedures for the sale of the Business, announcing the execution of this Agreement or the Auction or selecting an Alternate Bid (as such term is defined in the U.S. Bidding Procedures Order) at Auction and obtaining approval of such Alternate Bid as an alternate bid; and provided that nothing herein shall limit the Sellers’ ability to negotiate, file, seek approval of or consummate a Sponsored Reorganization Plan prior to the completion of the Auction. (b) Notwithstanding the foregoing, the Sellers may provide continued access to written due diligence materials about the Business in an electronic data room (including written responses to requests for information made after the date hereof), to only such Person or Persons that is the later of (i) three (3) years after have access to such electronic data room as of the date hereof hereof, and (ii) have satisfied the date on which Shareholder beneficially owns Voting Securities requirements of paragraph (whether now owned or hereafter acquired) having Voting Power representing, in the aggregate, less than three and one-half percent (3.5%a) of the Total Voting Power “Participation Requirements” of the Company; U.S. Bidding Procedures Order within ten (ii10) Business Days from the date hereof, it being understood that, during such ten (10) Business Day period, the Board Sellers will be allowed to (x) request such Persons to enter into amendments to their existing confidentiality agreements in order to render them compliant with the requirements of Directors agrees to recommend (or ceases to oppose) the consummation of a Specified Event, or takes any action designed to induce or materially facilitate such Specified Event, such as redeeming any rights issued under a shareholder rights plan outstanding on bidding procedures for the date a third party initiates a Specified Event (provided that the sharing of confidential information with, or discussing the possible sale of the Company toBusiness, or the merger or consolidation with(y) discuss and negotiate such amendments with those Persons, a potential "white knight" and (z) execute such amendments, and each such action shall not constitute taking action designed a breach of this Section 5.29, provided, however, that the Sellers must provide the Purchaser at least equivalent access to induce all such written due diligence materials. (c) Without prejudice to any other methods or materially facilitate a Specified Event or actions that may result in a termination the cure of any breach of this Section 5.29, the Standstill Period, but provided further, Parties acknowledge and agree that in order to permit Shareholder to have the event that any officer or other employee of any Seller acting alone (without the assistance of outside advisors) in violation of a reasonable period corporate policy approved by the board of time to pursue directors of NNC takes an action that constitutes a breach of Section 5.29(a)(i) but does not constitute a breach of any other opportunities before clause of this Section 5.29, such sale, merger or consolidation, if breach shall be deemed cured in the Board of Directors resolves to proceed with event such sale, merger or consolidation opposed by a majority of the Shareholder Designees, then such Standstill Period may be terminated by Shareholder); (iii) Shareholder, its Controlled Affiliates or any Group of which Shareholder or any such Controlled Affiliate is a member; (iv) the date that the Company has entered into an agreement with respect to the merger or consolidation of the Company or the sale of all or substantially all of the assets of the Company, or any tender or exchange offer for Voting Securities representing twenty-five percent (25%) action ceases and one or more of the Total Voting Power of Sellers notifies the Company, after which counterparty or counterparties to the surviving company potential Competing Transaction in any writing that the Sellers will not undertake such transaction would have a board of directors of which the majority of its members would not be Continuing Directors (andCompeting Transaction, in addition, in respect of an asset sale, in which each case no later than the shareholders of fifth (5th) day after the Company do not receive capital stock of the successor company), or the Company takes material steps to solicit any such transaction; (v) the date that the Company materially breaches the provisions of Sections 3.2 or 5.1 hereof, and such breach remains uncured for fifteen (15) days, in the case of breaches of Section 3.2, and thirty (30) days, in the case of breaches of Section 5.1 after written notice Sellers become aware of such breach has been given by Shareholder to (for such purposes excluding the Company (a "Designated Company Breach"); (vi) the date that any Shareholder Designee fails to be elected in any election to the Board of Directors, unless the Company shall not have taken appropriate action within thirty (30) days thereafter to cause another Shareholder Designee to become a member knowledge of the Board of Directors, employee or to otherwise adjust the size of the Board of Directors to preserve the proportionate representation on the Board of Directors to which Shareholder is then entitled as specified in Section 3.2; (vii) the date that the Company breaches the dividend payment requirement of Section 3.7(a) hereof (if officer whose action constitutes such payment is not excused by the provisions of Section 3.7(b) hereofbreach), unless provided that such action that constituted the Company shall have elected to its Board of Directors one (1) Shareholder Designee in excess of breach did not involve substantive negotiations regarding the number terms of such Shareholder Designees provided for in Section 3.2(a) hereof, in which case the Company shall have an additional period of one (1) year to cure such dividend payment breach (it being understood that Shareholder shall cause such Shareholder Designee to resign from the Board of Directors promptly after the earlier of (x) the date of such cure and (y) the date of termination of the Standstill Period); or (viii) the date that the Company breaches the debt rating maintenance provisions of Section 3.8 hereof. otherwise have terminated in accordance with clause (i) through (viii) above, Shareholder is in material breach of the provisions of Sections 3.1, 3.2, 3.3 or 4.1 of this Agreement (a "Designated Shareholder Breach")Competing Transaction.

Standstill Period. The As used herein, the term "Standstill Period" ----------------- shall be mean the period commencing on from the date hereof and ending on of this Agreement until the earliest to occur of: (ia) with respect to Section 8.1 (a) only, the date that which is the later of eighteen (i18) three (3) years months after the date hereof and (ii) Closing Date, unless the date on which Shareholder beneficially owns Voting Securities (whether now owned or hereafter acquired) having Voting Power representingNote has been fully paid in cash prior to such date, in the aggregate, less than three and one-half percent (3.5%) of the Total Voting Power of the Companywhich case such earlier date; (iib) with respect to Sections 8.1(b) and (c) only (notwithstanding Section 8.3(a)), the date which is the third anniversary of the Closing Date, unless the Note has been fully paid in cash prior to such date, in which case such earlier date; (c) the designation of any date as the Board of Directors agrees to recommend (or ceases to oppose) the consummation of a Specified Event, or takes any action designed to induce or materially facilitate such Specified Event, such as redeeming any rights issued under a shareholder rights plan outstanding on the termination date a third party initiates a Specified Event (provided that the sharing of confidential information with, or discussing the possible sale of the Company to, or the merger or consolidation with, a potential "white knight" shall not constitute taking action designed to induce or materially facilitate a Specified Event or result in a termination of the Standstill Period, but provided further, that in order to permit Shareholder to have a reasonable period of time to pursue other opportunities before such sale, merger or consolidation, if the Board of Directors resolves to proceed with such sale, merger or consolidation opposed Period by a majority of the Shareholder Designees, then such Standstill Period may be terminated directors of the Company at a duly convened meeting thereof or by Shareholder)all of the directors of the Company by written consent; (i) commencement by the Company or any of its Significant Subsidiaries of a voluntary case concerning itself under Title 11 of the United States Code entitled "Bankruptcy" as now or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); (ii) an involuntary case being commenced against the Company or any of its Significant Subsidiaries that is not dismissed within (d) ninety (90) days after commencement thereof; (iii) Shareholder, its Controlled Affiliates the Company or any Group of which Shareholder its Significant Subsidiaries commencing any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, rehabilitation, dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect, relating to the Company or such Significant Subsidiary, or there being commenced against the Company or any of its Significant Subsidiaries any such Controlled Affiliate is proceeding which remains undismissed for a memberperiod of ninety (90) days; (iv) any order of relief or other order approving any such case or proceeding being entered; or (v) any corporate action being taken by the Company or any of its Significant Subsidiaries for the purpose of effecting any of the foregoing; (ive) the date that the Company has entered into an agreement with respect to the merger or consolidation commencement of the Company or the sale of a tender offer for all or substantially all of the assets securities of the CompanyCompany by any Person or 13D Group (other than members of the Purchaser Group), which tender offer, if consummated and added to the Restricted Securities (if any) already owned by such Person or any tender or exchange offer for Voting Securities representing twenty-five 13D Group, would represent thirty percent (2530%) or more of the Total Voting Power total voting power (including rights to acquire voting power) of the Company's Restricted Securities; provided, after which however, that pursuant to Rule 14d-9 the surviving company in any such transaction would have a board Board of directors of which the majority of its members would not be Continuing Directors (and, in addition, in respect of an asset sale, in which the shareholders of the Company do not receive capital stock of has recommended that the successor company), or the Company takes material steps to solicit any Company's shareholders tender into such transactiontender offer; (vf) the date that execution of a definitive agreement between the Company materially breaches the provisions of Sections 3.2 or 5.1 hereof, and such breach remains uncured for fifteen any third party (15) days, in the case of breaches of Section 3.2, and thirty (30) days, in the case of breaches of Section 5.1 after written notice of such breach has been given by Shareholder to the Company (a "Designated Company Breach"); (vi) the date that any Shareholder Designee fails to be elected in any election to the Board of Directors, unless the Company shall not have taken appropriate action within thirty (30) days thereafter to cause another Shareholder Designee to become other than a member of the Board Purchaser Group) that provides for such third party acquiring beneficial ownership of Directors, or to otherwise adjust the size more than twenty percent (20%) of the Board of Directors to preserve the proportionate representation on the Board of Directors to which Shareholder is then entitled as specified in Section 3.2Company's voting stock; (viig) upon the date that the Company breaches the dividend payment requirement Company's material breach of Section 3.7(a) hereof (if such payment is not excused by the provisions of Section 3.7(b) Articles VII, IX or X hereof), unless the Company shall have elected to its Board of Directors one (1) Shareholder Designee in excess Sections 2, 3, 4, or 6 of the number of such Shareholder Designees provided for in Section 3.2(a) hereofNote, in which case the Company shall have an additional period of one (1) year to cure such dividend payment breach (it being understood that Shareholder shall cause such Shareholder Designee to resign from the Board of Directors promptly after the earlier of (x) the date of such cure and (y) the date of termination Sections 1 or 2 of the Standstill Period)Warrant, or Sections 2, 3, 4, 5, 7, or 8 of the Registration Rights Agreement; or (viiih) the date that the Company breaches the debt rating maintenance provisions of Section 3.8 hereof. otherwise have this Agreement is terminated in accordance with clause (i) through (viii) aboveits terms, Shareholder is in material breach of provided Purchaser has not purchased the provisions of Sections 3.1, 3.2, 3.3 or 4.1 of this Agreement (a "Designated Shareholder Breach")Securities.