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 Settlement 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 (other than those disclosed to the Advancing Party or Investor prior to the Closing Date) 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 voting of the Company's stockholders, "excess share" provisions of the Company Charter or the By-laws of the Company, or any other similar arrangements, agreements, commitments or provisions in the Company Charter or the By-laws of the Company which would reasonably be expected to impede the consummation of such actual or proposed Covered Transaction by action of any Government Authority, the Board, the stockholders of the Company or otherwise; (v) 90 days after the occurrence of a Termination Event; (vi) any breach by the Company of the Stock Purchase Agreement which is neither cured nor desisted from within 30 days of receipt of written notice from Investor of such breach and which would reasonably be expected to materially adversely affect Investor or cause a Material Adverse Effect; or (vii) any breach of this Agreement by the Company which is neither cured nor desisted within 30 days of receipt of written notice from Investor of such breach and which would reasonably be expected to materially adversely affect Investor or cause a Material Adverse Effect. Any event set forth in clauses (i)-(vii) of this Section 4.1 shall be an "Early Standstill Termination Event."
Appears in 2 contracts
Samples: Stockholders Agreement (Prometheus Assisted Living LLC), Stockholders Agreement (Prometheus Assisted Living LLC)
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 Settlement 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 (other than those disclosed to the Advancing Party or Investor prior to the Closing Date) 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 voting of the Company's stockholders, "excess share" provisions of the Company Charter or the By-laws of the Company, or any other similar arrangements, agreements, commitments or provisions in the Company Charter or the By-laws of the Company which would reasonably be expected to impede the consummation of such actual or proposed Covered Transaction by action of any Government Authority, the Board, the stockholders of the Company or otherwise;
(v) 90 days after the occurrence of a Termination Event;
(vi) any material violation of any material covenant of the Company set forth in Section 5.5 of the Stock Purchase Agreement;
(vii) any breach by the Company of the Stock Purchase Agreement (other than as contemplated by clause (vi) above) which is neither cured nor desisted from within 30 days of receipt of written notice from Investor of such breach and which would reasonably be expected to materially adversely affect Investor or cause a Material Adverse Effect; or
(viiviii) any breach of this Agreement by the Company which is neither cured nor desisted within 30 days of receipt of written notice from Investor of such breach and which would reasonably be expected to materially adversely affect Investor or cause a Material Adverse Effect. Any event set forth in clauses (i)-(viiSection 4.1(a) of this Section 4.1 shall be an "Early Standstill Termination Event."
Appears in 2 contracts
Samples: Stock Purchase Agreement (Arv Assisted Living Inc), Stockholders Agreement (Arv Assisted Living Inc)
Standstill Period. The "Standstill Period" shall be the Red Oak agrees that, for a period commencing on the date of this Agreement and ending on the earlier of day after the Company’s 2013 Annual Meeting (xthe “Standstill Period”), it will not in any manner, and will cause its affiliated entities and Representatives, not to in any manner, directly or indirectly, effect or seek, offer or propose (whether publicly or otherwise) the third anniversary to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in any of the Settlement Date or (y) the earliest offollowing:
(i) any tender offer or exchange offer involving the occurrence Company or any of its subsidiaries or affiliates, provided that this clause (i) shall not prohibit Red Oak from (A) tendering in any event tender offer or exchange offer by parties not affiliated with Red Oak unless Red Oak has induced or assisted such parties to make such offer, or (B) tendering or supporting, opposing or proposing an alternative to any such tender offer or exchange offer approved or recommended by the Company’s Board of default on the part Directors;
(ii) any merger or any other form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any Subsidiary under of its subsidiaries or affiliates, but this clause (ii) shall not prohibit Red Oak from (A) voting on any debt agreements, instruments or arrangements (other than those disclosed to the Advancing Party or Investor prior to the Closing Date) that would reasonably be expected to result in a Material Adverse Effect, and, in the case of such transaction proposed by a non-monetary event of default, which event of default cannot beaffiliated party, or is not(B) voting on, cured supporting, opposing or proposing an alternative to any such proposal approved 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 EffectCompany’s Board of Directors;
(iiiii) the authorization by any form of restructuring, recapitalization, liquidation, dissolution or other extraordinary or similar transaction with respect to the Company or the Board any of its subsidiaries or affiliates, but this clause (iii) shall not prohibit Red Oak from (A) voting on any committee thereof such transaction proposed by a non-affiliated party, or (with all Investor Nominees abstaining B) voting on, supporting, opposing or voting against) of the solicitation of offers or proposals or indications of interest with respect proposing an alternative to any mergersuch proposal approved by the Company’s Board of Directors;
(iv) initiate, consolidationannounce, other business combinationpropose, liquidation, sale of submit or otherwise make any proposal to the Company or all its shareholders or substantially all engage in any “solicitation” of “proxies” (as such terms are defined in the rules of the assets Securities and Exchange Commission) or consents to vote any voting securities of the Company or any other change of control its subsidiaries, or otherwise seek to influence any vote of voting securities of the Company Company, with respect to any matter other than: (A) any matter described in clauses (i)-(iii) above as to which Red Oak is permitted to take action; (B) the election of directors at the 2013 Annual Meeting; and (C) if the Articles Amendment is not approved at the 2012 Annual Meeting, a shareholder proposal on the same subject at the 2013 Annual Meeting.
(v) form, join or similar extraordinary transactionin any way participate in a “group,” except any group composed solely of Red Oak affiliates, 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 notincluding newly formed affiliates, or would not reasonably be expected to, have as a value greater than 50% “participant” in any “solicitation” (as such terms are defined in the rules of the assets of the Company prior Securities and Exchange Commission) to such merger, consolidation or other business combination (do any of the foregoing, a "Covered Transaction");
unless one of the exceptions in clauses (i) through (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 voting of the Company's stockholders, "excess share" provisions of the Company Charter or the By-laws of the Company, or any other similar arrangements, agreements, commitments or provisions in the Company Charter or the By-laws of the Company which would reasonably be expected to impede the consummation of such actual or proposed Covered Transaction by action of any Government Authority, the Board, the stockholders of the Company or otherwise;
(v) 90 days after the occurrence of a Termination Eventapplies;
(vi) enter into any breach by arrangements, understandings or agreements relating to the Company (whether written or oral) with, or advise, finance, assist or encourage any other person not affiliated with Red Oak in connection with any of the Stock Purchase Agreement which is neither cured nor desisted from within 30 days foregoing, or make any investment in, or enter into any arrangement relating to the Company with, any other person that Red Oak knows or has reason to know engages, or offers or proposes to engage, in any of receipt the activities or transactions referenced in the foregoing unless one of written notice from Investor of such breach and which would reasonably be expected to materially adversely affect Investor or cause a Material Adverse Effectthe exceptions in clauses (i) through (iii) applies; or
(vii) take or intentionally cause or actively induce others to take any breach action directly inconsistent with any of this Agreement by the Company which is neither cured nor desisted within 30 days of receipt of written notice from Investor of such breach and which would reasonably be expected to materially adversely affect Investor or cause a Material Adverse Effect. Any event set forth in clauses (i)-(vii) of this Section 4.1 shall be an "Early Standstill Termination Eventforegoing."
Appears in 1 contract
Standstill Period. The "Each Wintergreen Investor agrees that, beginning as of the date hereof and continuing until the date that is 30 days before the last date on which a shareholder of the Company may submit nominations for the Board in connection with the 20122010 Annual Meeting of Shareholders (the “Standstill Period" shall be the period commencing on the date ”), neither it nor any of this Agreement and ending on the earlier of (x) the third anniversary its Affiliates or Associates will, directly or indirectly, in any manner, engage in any of the Settlement Date following actions without the prior written consent of the Board or a Committee thereof specifically expressed in a written resolution adopted by a majority vote of the entire Board:Board or a Committee thereof. Notwithstanding the foregoing, during any period in which the Board does not include a director nominated by the Wintergreen Investors, this Section 3 shall cease to apply.
(ya) the earliest of:
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 (i) tender offer or exchange offer, merger, acquisition or other business combination involving the occurrence Company or any of its subsidiaries; (ii) any event form of default on the part business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any Subsidiary under of its subsidiaries or (iii) any debt agreementsform of restructuring, instruments recapitalization or arrangements (other than those disclosed similar transaction with respect to the Advancing Party Company or Investor prior to the Closing Date) that would reasonably be expected to result in a Material Adverse Effect, and, in the case any 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 Effectits subsidiaries;
(iib) the authorization by the Company acquire, offer or the Board propose to acquire any voting securities (or beneficial ownership thereof), or rights or options to acquire any committee thereof voting securities (with all Investor Nominees abstaining or voting againstbeneficial ownership thereof) of the Company if after any such case, immediately after the taking of such action the Wintergreen Investors, together with its respective Affiliates, would in the aggregate, beneficially own more than 1,500,000 shares of Company Common Stock (as adjusted for reverse stock splits, stock splits, and stock dividends);
(c) engage in any solicitation of offers proxies or proposals or indications consents to vote any voting securities of interest the Company in opposition to the recommendation of the Board with respect to any mergermatter, consolidation, other business combination, liquidation, sale including the election of directors;
(d) knowingly seek to influence any person with respect to the voting of any securities of the Company or all or substantially all in opposition to the recommendation of the assets of the Company or Board with respect to any other change of control of the Company or similar extraordinary transactionmatter, including 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 limited to the Company (including to the Board or any agent, representative or Affiliate election 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 members 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 voting of the Company's stockholders, "excess share" provisions of the Company Charter or the By-laws of the Company, or any other similar arrangements, agreements, commitments or provisions in the Company Charter or the By-laws of the Company which would reasonably be expected to impede the consummation of such actual or proposed Covered Transaction by action of any Government Authority, the Board, the stockholders of the Company or otherwise;
(v) 90 days after the occurrence of a Termination Event;
(vi) any breach unless requested to do so by the Company of the Stock Purchase Agreement which is neither cured nor desisted from within 30 days of receipt of written notice from Investor of such breach and which would reasonably be expected to materially adversely affect Investor or cause a Material Adverse Effect; or
(vii) any breach of this Agreement by the Company which is neither cured nor desisted within 30 days of receipt of written notice from Investor of such breach and which would reasonably be expected to materially adversely affect Investor or cause a Material Adverse Effect. Any event set forth in clauses (i)-(vii) of this Section 4.1 shall be an "Early Standstill Termination Event."Company;
Appears in 1 contract
Samples: Settlement and Standstill Agreement (Consolidated Tomoka Land Co)
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 Settlement 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 (other than those disclosed to the Advancing Party or Investor prior to the Closing Date) 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 voting of the Company's stockholders, "excess share" provisions of the Company Charter or the By-By- laws of the Company, or any other similar arrangements, agreements, commitments or provisions in the Company Charter or the By-laws of the Company which would reasonably be expected to impede the consummation of such actual or proposed Covered Transaction by action of any Government Authority, the Board, the stockholders of the Company or otherwise;
(v) 90 days after the occurrence of a Termination Event;
(vi) any material violation of any material covenant of the Company set forth in Section 5.5 of the Stock Purchase Agreement;
(vii) any breach by the Company of the Stock Purchase Agreement (other than as contemplated by clause (vi) above) which is neither cured nor desisted from within 30 days of receipt of written notice from Investor of such breach and which would reasonably be expected to materially adversely affect Investor or cause a Material Adverse Effect; or
(viiviii) any breach of this Agreement by the Company which is neither cured nor desisted within 30 days of receipt of written notice from Investor of such breach and which would reasonably be expected to materially adversely affect Investor or cause a Material Adverse Effect. Any event set forth in clauses (i)-(viiSection 4.1(a) of this Section 4.1 shall be an "Early Standstill Termination Event."
Appears in 1 contract
Samples: Stockholders Agreement (Prometheus Assisted Living LLC)
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 Settlement 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 (other than those disclosed to the Advancing Party or Investor prior to the Closing Date) 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 voting of the Company's stockholders, "excess share" provisions of the Company Charter or the By-laws of the Company, or any other similar arrangements, agreements, commitments or provisions in the Company Charter or the By-laws of the Company which would reasonably be expected to impede the consummation of such actual or proposed Covered Transaction by action of any Government Authority, the Board, the stockholders of the Company or otherwise;
(v) 90 days after the occurrence of a Termination Event;
(vi) any breach by the Company of the Stock Purchase Agreement which is neither cured nor desisted from within 30 days of receipt of written notice from Investor of such breach and which would reasonably be expected to materially adversely affect Investor or cause a Material Adverse Effect; or
(vii) any breach of this Agreement by the Company which is neither cured nor desisted within 30 days of receipt of written notice from Investor of such breach and which would reasonably be expected to materially adversely affect Investor or cause a Material Adverse Effect. Any event set forth in clauses (i)-(vii) of this Section 4.1 shall be an "Early Standstill Termination Event.",
Appears in 1 contract
