Standstill Provision Clause Samples

Standstill Provision. Each Designating Party irrevocably and unconditionally agrees that, (i) following the IPO and for so long as such Designating Party owns, in the aggregate, together with all of its Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act or Rule 13d-5 promulgated under the Exchange Act), beneficially or of record more than ten percent (10%) of the issued and outstanding shares of Common Stock (provided that the ownership of Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 3.1 only to the extent, and for so long as, such Designating Party, on the one hand, and such other Persons, on the other hand, are members of a “group”), such Designating Party and its Affiliates and their respective (A) directors, officers or managers and (B) members and equity holders shall not, in any manner, directly or indirectly, engage in any of the following activities: (a) make any announcement with respect to, or publicly offer to elect, seek or propose (with or without conditions), any merger, acquisition, consolidation, other business combination, restructuring, recapitalization, tender offer, exchange offer or other extraordinary transaction with or involving the Company or any of its Subsidiaries or any of its or their securities or assets; provided, that nothing contained herein shall limit the ability of such Designating Party to file or amend its Schedule 13D filings regarding the Common Stock as required by Law or to make other securities or tax filings as required by Law so long as such Designating Party does not enter into any contract, agreement or understanding with respect to the Common Stock (other than this Agreement and the Stockholders’ Agreement), or otherwise take any action, in violation of its obligations under this ARTICLE III; or (b) other than in connection with the designation of Board Designees by such Designating Party pursuant to ARTICLE II hereof, (i) initiate, propose, induce or attempt to induce any other Person to initiate any stockholder proposal, nominate any person to be elected as a member of the Board or make any attempt to call a special meeting of the Company’s stockholders, (ii) submit any proposal for consideration at, or bring any other business before, any meeting of the Company’s stockholders, or request that the Company include any proposals or nominees for election as members of the Board in an...

Standstill Provision. From and after the date of this Agreement, the Investor shall not, and shall cause its affiliates not to, in any manner, singly or as part of a partnership, limited partnership, syndicate or other "Group" (within the meaning of Section 13(d)(3) of the Exchange Act), directly or indirectly, acquire, or offer or agree to acquire, record ownership or beneficial ownership in the aggregate greater than 9.9% of the shares of capital stock of the Company, including but not limited to any securities convertible into or exchangeable for capital stock or any other right to acquire capital stock from the Company or any other person (i.e., on a fully-diluted basis), without the prior written consent of the Company; provided, however, that this clause shall not apply to (a) any securities obtained or purchased by Investor pursuant to rights set forth in this Agreement, including but not limited to the Series E Shares, the Common Stock issuable upon conversion thereof and the IPO Shares, and (b) any securities issued with respect to the Series E Shares or the IPO Shares pursuant to a stock split, stock dividend, recapitalization or reclassification approved by the Company's Board of Directors; and provided, further, that this clause shall not apply to any securities of the Company held indirectly by the Investor through one or more investments in any of the Stockholders listed, as of the date hereof, on the Restated Stockholders' Agreement, so long as neither Investor, nor any of its affiliates, exercises "control" (within the meaning of Rule 12b-2 promulgated under the Exchange Act) with regard to such Stockholder.

Standstill Provision. During the one year period commencing on the date of this Agreement (the “Standstill Period”), neither Party nor any of such Party’s subsidiaries, controlled affiliates, or Representatives will, in any manner, directly or indirectly: (a) make, effect, initiate, or participate in (i) any acquisition of beneficial ownership of any securities of the other Party or any securities (including derivatives thereof) of any subsidiary or other controlled affiliate of the other Party, (ii) any acquisition of any assets of the other Party or any assets of any subsidiary, division or other controlled affiliate of the other Party, except in the ordinary course of business, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the other Party or any subsidiary or other controlled affiliate of the other Party or involving any securities or assets of the other Party or any securities or assets of any subsidiary, division or other affiliate of the other Party, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of the other Party, except that such Party may beneficially own up to 1% of each class of the such other Party’s outstanding securities; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of the other Party or any subsidiary or division of the other Party; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the other Party; (d) take any action that would reasonably be expected to require the other Party to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other Person to take any action referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “(e)” of this sentence; (g) (g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing; or (h) request or propose (either directly or indirectly) that the oth...

Standstill Provision. Subject to Section 6.2 of this Agreement, during the six month period commencing on the effective date of the IPO Registration Statement (the “Standstill Period”), without the prior written approval of the Board, neither Subscriber, any of Subscriber’s controlled Affiliates nor any of Subscriber’s representatives acting on behalf of or in concert with Subscriber will, in any manner, directly or indirectly: (a) make, effect, initiate or participate in (i) any acquisition of beneficial ownership of any voting securities of the Company (“Voting Securities”) (including derivatives thereof) or debt securities, except as a result of a stock split, stock dividend or other pro rata distribution made by the Company to its shareholders and in which Subscriber participates solely in its capacity as a shareholder of the Company or (ii) any acquisition of all or a material portion of the assets of the Company and its subsidiaries on a consolidated basis or (iii) any tender offer, takeover offer, exchange offer, merger, business combination, scheme of arrangement, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any subsidiary of the Company or involving any securities or assets of the Company or any securities or assets of any subsidiary of the Company (provided that Subscriber may tender its securities in any tender or exchange offer made by any third party provided that Subscriber is not in breach of Section 6.1 of this Agreement), or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Commission) or consents with respect to the Voting Securities; (b) form, join or participate in a “group” (as defined in the Exchange Act and the rules promulgated thereunder) with respect to the beneficial ownership of any Voting Securities or debt securities of the Company or any subsidiary or division of the Company; (c) act, alone or in concert with others, to seek to control or influence the management, the Board or policies of the Company; (d) take any action that would reasonably be expected to cause the Company, Subscriber or any other person to be required under applicable securities laws to make a public announcement regarding any of the types of matters set forth in Subsection 6.1(a); (e) agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in Subsections 6.1(a), 6.1(b), 6.1(c), or 6.1(d); (f) assist, induce or ...

Standstill Provision. Through the second anniversary of the Date of Termination, Executive and his Representatives (as defined below) shall not, directly or indirectly, without the prior written consent of the Board: (a) acquire or offer or agree to acquire, directly or indirectly, by purchase or otherwise, more than five percent of any outstanding class of voting securities or securities convertible into voting securities of the Corporation, (b) propose to, or attempt to induce any other individual or entity to, enter into, directly or indirectly, any merger, consolidation, business combination, asset purchase (other than routine purchases in the ordinary course of business of product offered for sale by the Corporation) or other similar transaction involving the Corporation or any of its affiliates, (c) make, or in any way participate in any solicitation of proxies to vote, execute any consent as a Corporation shareholder, act to call a meeting of the Corporation’s shareholders, make a proposal to be acted upon by the Corporation’s shareholders or seek to advise or influence any person with respect to the voting or not voting of any securities of the Corporation, (d) form, join or in any way participate in a partnership, syndicate, joint venture or other “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)), with respect to any voting securities of the Corporation or transfer Executive’s voting rights with respect to any securities of the Corporation (by voting trust or otherwise), (e) otherwise act, alone or in concert with others, to seek to control or influence the management, Board or policies of the Corporation or seek a position on the Board, (f) disclose any intention, plan or arrangement inconsistent with the foregoing, or (g) advise, assist or encourage any other persons in connection with any of the foregoing. If Executive has initiated any of the foregoing activities prior to the Date of Termination, Executive shall cease, terminate and otherwise refrain from conducting such activities and shall take any and all necessary steps to effect the foregoing and any proposals made by Executive as a shareholder of the Corporation on or before the Date of Termination, are hereby withdrawn. As used herein, the term “Representative” shall include Executive’s employees, agents, investment bankers, advisors, affiliates and associates of any of the foregoing and persons under the control of any of the foregoing (as the te...

Standstill Provision. Subject to the provisions of this Agreement, during the term of this Agreement, the Shareholder agrees with the Company that, without the prior approval of a majority of the Board, the Shareholder will not, and will cause each Shareholder Affiliate not to, take any of the following actions: (a) prior to the occurrence of a Regulatory Change, but not thereafter, singly or as part of a partnership, limited partnership, syndicate or other 13D Group, directly or indirectly, acquire Beneficial Ownership of any Voting Security so as to cause the Shareholder Group's Voting Ownership Percentage to exceed the Unrestricted Ownership Percentage. (b) singly or as part of a partnership, limited partnership, syndicate or other 13D Group, directly or indirectly, acquire, propose to acquire, or publicly announce or otherwise disclose an intention to propose to acquire, or offer or agree to acquire, by purchase or otherwise, Beneficial Ownership of any Security so as to cause the Shareholder Group's Total Ownership Percentage to exceed the Maximum Ownership Percentage; (c) deposit (either before or after the date of the execution of this Agreement) any Security in a voting trust or subject any Security to any similar arrangement or proxy with respect to the voting of such Security; (d) make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies", or become a "Participant" in a "solicitation" (as such terms are used in Regulation 14A under the Exchange Act) to seek to advise or influence any person to vote against any proposal or director nominee recommended to the shareholders of the Company or any of its subsidiaries by at least a majority of the Board of Directors;

Standstill Provision. (a) Neither MetroCorp, nor its Subsidiaries nor any of their respective directors, officers, agents or representatives shall directly or indirectly take any action to (i) solicit, initiate, encourage or facilitate the making of any inquiries, or provide any information to, conduct any assessment of or participate in discussions or negotiate with any other party, with respect to any proposal that could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 9.3(d)); (ii) approve, endorse or recommend any Acquisition Proposal; (iii) enter into any Acquisition Agreement (as defined in Section 9.3(c)) relating to any Acquisition Proposal; or (iv) propose or agree to do any of the foregoing. (b) Notwithstanding anything to the contrary in Section 5.5(a), if MetroCorp or any of its representatives receive an unsolicited bona fide Acquisition Proposal before the MetroCorp Special Meeting that the MetroCorp Board has (i) determined in its good faith judgment (after consultation with MetroCorp’s Financial Advisor and outside legal counsel) that such Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal (as defined in Section 9.3(f)); (ii) determined in its good faith judgment (after consultation with outside legal counsel) that the failure to take such action would cause it to violate its fiduciary duties under applicable law; and (iii) obtained from such person or entity an executed confidentiality agreement, then MetroCorp or its representatives may furnish information to and enter into discussions and negotiations with such other party. (c) MetroCorp agrees to orally notify East West immediately, and in writing within one (1) business day, after receipt of any unsolicited inquiries or Acquisition Proposals and provide reasonable detail as to the identity of the person making such proposal and the material terms of such Acquisition Proposal, request or inquiry. MetroCorp will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore that relate to any proposals for any of the foregoing transactions. MetroCorp will, and will cause the Banks to, take the necessary steps to inform the appropriate ndividuals or entities referred to in this Section 5.5 of the obligations undertaken in this Section 5.5.

Standstill Provision. (a) Each of the Sponsor and each Insider agrees with Parent that, from the Closing Date until the adjournment of the third annual meeting of shareholders of Parent held following the Closing, it, he, or she shall not, and shall cause each of its, his, or her controlled Affiliates and controlled Associates and their respective principals, directors, general partners, officers, employees and agents and representatives acting on its behalf, not to, in each case directly or indirectly, in any manner, absent prior express written invitation or authorization by the Board: (i) engage in any solicitation of proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies (including, without limitation, any solicitation of consents that seeks to call a special meeting of shareholders), in each case, with respect to securities of the Parent, other than the solicitation of proxies by the Parent Board member designated by Sponsor in furtherance of the recommendation of the Parent Board; (ii) form, join, or in any way knowingly participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Parent Ordinary Shares (other than a “group” that includes all or some of the members of the Sponsor Group, but does not include any other entities or persons that are not parties to this Sponsor Agreement as of the date hereof; provided, however, that nothing herein shall limit the ability of an Affiliate of Sponsor or any Insider to join such a “group” following the execution of this Sponsor Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Sponsor Agreement); (iii) deposit any Parent Ordinary Shares in any voting trust or subject any Parent Ordinary Shares to any arrangement or agreement with respect to the voting of any Parent Ordinary Shares, other than any such voting trust, arrangement or agreement solely among the members of the Sponsor Group that are parties to this Sponsor Agreement and otherwise in accordance with this Sponsor Agreement; (iv) seek or submit, or knowingly encourage any person or entity to seek or submit, nomination(s) in furtherance of the appointment, election or removal of directors of Parent or seek, or knowingly encourage or take any other action with respect to the appointment, election or removal of any directors, in each case in opposition to the recommendation of the Parent Board; (A) make an...

Standstill Provision. (a) Prior to July 25, 2002, Purchaser shall not, without the approval of a majority of the Board of Directors (excluding directors who are Purchasers or Affiliates of Purchaser): (i) directly or indirectly acquire beneficial ownership of more than 15 % of the outstanding Shares (on a fully diluted basis); (ii) enter into any voting trust or other agreement with respect to voting any Shares directly or beneficially owned by Purchaser; or (iii) join with any group, company, association, syndicate or other entity or organization, formal or informal, for the purpose of voting any Shares or otherwise controlling or exerting a controlling influence over the Company (except, if Purchaser is a director, in his capacity as a director of the Company). (b) Prior to July 25, 2002, Purchaser shall not engage, directly or indirectly, in the solicitation of proxies, including the solicitation of written consents, or become a participant in any election contest or any other matter in opposition to the recommendation of the Board of Directors with respect to any matter submitted to a vote of the shareholders of the Company. (c) While the restrictions of Section 5.2(a) remain in effect, Purchaser shall not, without the approval of a majority of the Board of Directors (excluding directors who are Purchasers or Affiliates of Purchaser), sell any Subject Shares, either (i) in block transactions of more than 1 % of the Shares outstanding as of the date of sale, or (ii) to any Person if such Person would beneficially own more than 10 % of the Shares outstanding immediately after such sale (except in a "brokers' transaction" within the meaning of Section 4(4) of the Act or in transactions with a "market maker" as that term is defined in Section 3(a)(38) of the Exchange Act). The foregoing provisions of this paragraph shall not apply to the sale of Subject Shares to the underwriter(s) as part of a registered public offering of Shares held by Purchaser or to any sale or exchange in response to a tender or exchange offer made by a Person who is not an Affiliate of the Purchaser and not acting on Purchaser's behalf. (d) All the provisions of this Section 5.2 shall survive the Closing.