Standstill Provision. During the 18-month period commencing on the date of this Agreement (the “Standstill Period”), neither Xxxxxxx Xxxxxxx nor any entity controlling, controlled by or under common control with Xxxxxxx Xxxxxxx will, in any manner, directly or indirectly:
(a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Biosite or any securities of any subsidiary or other affiliate of Biosite, (ii) any acquisition of any assets of Biosite or any assets of any subsidiary or other affiliate of Biosite, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Biosite or any subsidiary or other affiliate of Biosite, or involving any securities or assets of Biosite or any securities or assets of any subsidiary or other affiliate of Biosite, 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 Biosite;
(b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Biosite;
(c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Biosite;
(d) take any action that might require Biosite 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 of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “
Standstill Provision. (a) During the 12-month period commencing on last date of execution of the Fourth Amendment to the Agreement (“Standstill Period”), except as otherwise provided in this Agreement, Counterparty and Counterparty’s Affiliates will not, directly or indirectly, and will not encourage or assist others to, without the prior written invitation of Morphic Holding’s Board of Directors:
(i) whether alone or in concert with others, make any proposal regarding, or otherwise be involved in, any extraordinary transactions such as a merger, consolidation, acquisition, tender offer or exchange offer, purchase of assets of business, corporate reorganization, recapitalization, restructuring, or liquidation, involving Morphic Holding or any of its Affiliates or assets;
(ii) whether alone or in concert with others, acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including any voting right or beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of any voting securities of Morphic Holding or any option, forward contract, swap or other position with a value derived from securities of Morphic Holding (collectively with the transactions described in (i) above, a “Business Combination”);
(iii) make, or in any way participate in, any “solicitation” (as such terms is defined in Rule 14a-1 under the Exchange Act, including any otherwise exempt solicitation pursuant to Rule 14a-2(b) under the Exchange Act) to vote or seek to advise or influence in any manner whatsoever any person with respect to the voting of any securities of Morphic Holding;
(iv) form, join, or in any way communicate or associate with other securityholders or participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any securities (including in derivative form) of Morphic Holding or a Business Combination involving Morphic Holding;
(v) nominate any person as a director of Morphic Holding;
(vi) propose any matter to be voted upon by the stockholders of Morphic Holding; or
(vii) take any action that would, or would reasonably be expected to cause or require Counterparty or Morphic Holding to make a public announcement regarding a potential Business Combination, taking into account Morphic Holding’s circumstances at the time to the extent known to Counterparty, except for the private communications, proposals or offers as provided below.
(b) Notwithstanding anything to ...
Standstill Provision. During the one-year period commencing on the Effective Date (the “Standstill Period”), each Party (hereinafter a “Restricted Party”) agrees that it will not, in any manner, directly or indirectly:
(a) make, effect, initiate, propose, cause, participate in or knowingly encourage (i) any acquisition of beneficial ownership of any securities of the other Party (“Other Party”) or any securities of any subsidiary of the Other Party, (ii) any acquisition of any material assets of the Other Party or the Other Party’s subsidiaries outside 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 the Other Party’s subsidiaries, or involving any securities or material assets of the Other Party or the Other Party’s subsidiaries, 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;
(b) form or join a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of the Other Party;
(c) act, alone or in concert with others, to seek to control the management, board of directors or policies of the Other Party;
(d) take any action that would reasonably be likely 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; or
(e) enter into any arrangement or agreement with any other Person relating to any of the foregoing. Notwithstanding the foregoing, if (A) at any time during the Standstill Period a binding definitive acquisition agreement is executed by the Other Party and a third party (other than the Partner or any affiliate of the Restricted Party) to effect (i) a merger, recapitalization or other business combination or transaction that, if consummated, would result in the holders of the outstanding shares of common stock of the Other Party immediately prior to such merger or other business combination or transaction owning less than 50% of the outstanding voting power of such third party or the resulting entity immediately following such merger or other business combination or transaction, or (ii) a sale of all or substantially all of the assets of the Other Party (each such transaction, a “Change of Co...
Standstill Provision. Recipient agrees that, for a period of twelve (12) months from the date of this Agreement, neither Recipient, its affiliates, nor any of Recipient’s Representatives will, directly or indirectly do the following unless requested by GVIC in connection with the Transaction: (i) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any securities of the Target Company or any subsidiary thereof or all or substantially all the assets of the Target Company and its subsidiaries, (ii) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Target Company, (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender, or exchange offer, restructuring, recapitalization, or other extraordinary transaction of or involving the Target Company or any of its subsidiaries or their securities or assets, (iv) form, join, or in any way participate in a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any voting securities of the Target Company, (v) seek election to, seek to place a representative on, or seek the removal of any director of the Target Company, (vi) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors, or policies of the Target Company, or (vii) encourage or assist others to undertake any of the acts specified in clauses (i) through (vi) above.
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. 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. 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 5% 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 hereof, 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 hereof, 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 term “affiliate,” “associate...
Standstill Provision. (a) Intrexon hereby agrees that, for a period of three years from the date hereof, unless specifically invited in writing by the Company to do so, neither Intrexon nor any of its Affiliates will, or will cause or knowingly permit any of its or their directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives to, in any manner, directly or indirectly:
(i) effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise or, assist any other person to effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect or cause or participate in, any acquisition of any securities (or beneficial ownership thereof) or assets of the Company; any tender or exchange offer, merger, consolidation or other business combination involving the Company; any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company; or any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) or consents to vote any voting securities of the Company;
(ii) form, join or in any way participate in a “group” (as defined under the Exchange Act, hereafter a “Group”) with respect to any securities of the Company;
(iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company (except as contemplated by Section 6.6 of this Agreement, and provided further that nothing herein shall limit the ability of the directors nominated to the Board of Directors by Intrexon from fully exercising their rights and duties as directors of the Company, which shall include the ability, in such capacity, to freely communicate with the executive management of the Company and its board of directors);
(iv) take any action which could reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in this Section 6.9; or
(v) enter into any agreements, discussions or arrangements with any third party with respect to any of the foregoing.
(b) Notwithstanding the foregoing, the Company hereby agrees that the provisions of this Section 6.9 shall not apply to the following:
(i) the purchase by Intrexon and/or its Affiliates after the date hereof (and not pursuant to this Agreement) of up to an aggregate number of shares of Common Stock that does not excee...
Standstill Provision. (a) Prior to September 29, 2011, Concordia shall not, without the prior written consent of the Board of Directors (excluding directors who are Purchasers or Affiliates of Concordia), except as set forth in Section 5.4: (i) directly or indirectly acquire or assist, advise or encourage any other person in acquiring by purchase, tender offer or otherwise, beneficial ownership of more than 10 % of the Company’s issued and outstanding common stock (on a fully diluted basis); (ii) enter into any voting trust or other agreement (except as provided herein) with respect to voting any Company common stock directly or beneficially owned by Concordia in any nomination to the Board of Directors; (iii) make any public announcement with respect to, or submit a proposal for, or offer of, any extraordinary transaction involving the Company or any of its securities or assets; or (iv) join with any group, company, association, syndicate or other entity or organization, formal or informal, for the purpose of voting any Company common stock or otherwise controlling or exerting a controlling influence over the Company.
(b) Prior to September 29, 2010, Concordia 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, Concordia shall not, without the prior written consent of the Board of Directors (excluding directors who are Purchasers or Affiliates of Concordia), sell any Subject Shares or Common Shares, either (i) in block transactions representing, in the case of the Subject Shares on a converted basis, more than 3 % of the common shares outstanding as of the date of sale, or (ii) to any Person if such Person would beneficially own more than 10 % of the Company’s common stock 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 or Common Shares to the underwriter(s) as part of a registered public offering of shares held by Concordia or to any sale or exchange in response to a tend...
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.
