Common use of Standstill Provision Clause in Contracts

Standstill Provision. Willxxxx xxxees that from and after the date of this Agreement until ten (10) years from the date of this Agreement, it shall not, and shall cause each of its directors, officers, employees, agents, Affiliates or representatives (any of the foregoing, a "Representative") not to, without the prior written consent of the Board of Directors specifically expressed in a resolution approved by a majority of the directors of the Company, directly or indirectly, through one or more intermediaries or otherwise, (i) acquire, agree to acquire or make any proposal to acquire any securities of the Company or any of its Subsidiaries, any warrant or option to acquire any such securities, any security convertible into or exchangeable for any such securities or any other right to acquire any such securities in excess of the 10% Limit; (ii) seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company or any of its Subsidiaries; (iii) make, or in any way participate in, any "solicitation" of proxies or consents (whether or not relating to the election or removal of directors) within the meaning of Rule 14a-1 under the 34 Act with respect to any securities of the Company or any of its Subsidiaries, or seek to advise or influence any person with respect to the voting of any securities of the Company or any of its Subsidiaries or demand a copy of the stock ledger, list of stockholders, or any other books and records of the Company or any of its Subsidiaries; (iv) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the 34 Act), with respect to any securities of the Company or any of its Subsidiaries; (v) otherwise act, alone or in concert with others, to seek to control or influence, in any manner, the management, Board of Directors or policies of the Company or any of its Subsidiaries; (vi) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of such shares; (vii) call or seek to have called any meeting of the stockholders of the Company or execute any written consent with respect to the Company or the Common Stock; (viii) seek, alone or in concert with others, representation on the Board of Directors or seek the removal of any member of such Board or a change in the composition or size of such Board; (ix) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other persons in connection with any of the foregoing, or make any investment in any other person that engages, or offers or proposes to engage, in any of the foregoing; or (x) make any publicly disclosed proposal regarding any of the foregoing. Willxxxx xxxo agrees during such period not to make any proposal, statement or inquiry, or disclose any intention, plan or arrangement to the public or a Third Party (whether written or oral) inconsistent with the foregoing.

Standstill Provision. Willxxxx xxxees that from and after the date Recipient agrees that, for a period of this Agreement until ten twelve (1012) years months from the date of this Agreement, it shall notneither Recipient, and shall cause each of its directorsaffiliates, officers, employees, agents, Affiliates or representatives (nor any of Recipient’s Representatives will, directly or indirectly do the foregoingfollowing unless requested by GVIC in connection with the Transaction: (i) acquire, a "Representative") not tooffer to acquire, without the prior written consent of the Board of Directors specifically expressed in a resolution approved by a majority of the directors of the Companyor agree to acquire, directly or indirectly, through one or more intermediaries by purchase or otherwise, (i) acquire, agree to acquire any voting securities or make any proposal direct or indirect rights to acquire any securities of the Target Company or any of its Subsidiaries, any warrant subsidiary thereof or option to acquire any such securities, any security convertible into all or exchangeable for any such securities or any other right to acquire any such securities in excess substantially all the assets of the 10% Limit; Target Company and its subsidiaries, (ii) seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company or any of its Subsidiaries; (iii) make, or in any way participate in, directly or indirectly, any "“solicitation" ” of proxies or consents “proxies” (whether or not relating to as such terms are used in the election or removal of directors) within the meaning of Rule 14a-1 under the 34 Act with respect to any securities rules of the Company or any of its SubsidiariesSecurities and Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of 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 subsidiaries or demand a copy of the stock ledgertheir securities or assets, list of stockholders, or any other books and records of the Company or any of its Subsidiaries; (iv) form, join join, or in any way participate in a "“group" ” (within the meaning of as defined in Section 13(d)(3) of the 34 Act)Securities Exchange Act of 1934, as amended) in connection with respect to any voting securities of the Company or any of its Subsidiaries; 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, in any manner, influence the management, Board board of Directors directors, or policies of the Company Target Company, or (vii) encourage or assist others to undertake any of its Subsidiaries; the acts specified in clauses (i) through (vi) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of such shares; (vii) call or seek to have called any meeting of the stockholders of the Company or execute any written consent with respect to the Company or the Common Stock; (viii) seek, alone or in concert with others, representation on the Board of Directors or seek the removal of any member of such Board or a change in the composition or size of such Board; (ix) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other persons in connection with any of the foregoing, or make any investment in any other person that engages, or offers or proposes to engage, in any of the foregoing; or (x) make any publicly disclosed proposal regarding any of the foregoing. Willxxxx xxxo agrees during such period not to make any proposal, statement or inquiry, or disclose any intention, plan or arrangement to the public or a Third Party (whether written or oral) inconsistent with the foregoingabove.

Standstill Provision. Willxxxx xxxees (a) The Investor agrees that from and after the date for a period of this Agreement until ten (10) years **** from the date of this AgreementClosing Date, it shall not, and shall cause each of its directors, officers, employees, agents, Affiliates or representatives (any of the foregoing, a "Representative") not to, without the prior written consent of the Board of Directors specifically expressed in a resolution approved by a majority of the directors of the Company, directly or indirectly, through one or more intermediaries or otherwise, (i) acquire, agree to acquire or make any proposal to acquire any securities of the Company or any of its Subsidiaries, any warrant or option to acquire any such securities, any security convertible into or exchangeable for any such securities or any other right to acquire any such securities if the effect of such acquisition would be to increase the beneficial ownership (as defined in excess Rule 13d-3 promulgated under the 34 Act) of the 10% LimitInvestor to a percentage greater than **** (the "Standstill Percentage") of the then issued and outstanding shares of Common Stock; (ii) seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company or any of its Subsidiaries; (iii) make, or in any way participate in, any "solicitation" of proxies or consents (whether or not relating to the election or removal of directors) within the meaning of Rule 14a-1 under the 34 Act with respect to any securities of the Company or any of its Subsidiaries, or seek to advise or influence any person with respect to the voting of any securities of the Company or any of its Subsidiaries or demand a copy of the stock ledger, list of stockholders, or any other books and records of the Company or any of its Subsidiaries; (iv) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the 34 Act), with respect to any securities of the Company or any of its Subsidiaries; (v) otherwise act, alone or in concert with others, to seek to control or influence, in any manner, the management, Board of Directors or policies of the Company or any of its Subsidiaries; (vi) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of such shares; (vii) call or call, seek to have called or execute any written consent calling for any meeting of the stockholders of the Company or execute any written consent with respect to the Company or the Common StockCompany; (viii) seek, alone or in concert with others, representation on the Board of Directors or seek the removal of any member of such Board or a change in the composition or size of such Board; (ix) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist finance or encourageassist, any other persons in connection with any of the foregoing, or make any investment in any other person that engages, or offers or proposes to engage, in any of the foregoing; or (x) make any publicly disclosed proposal regarding any of the foregoing. Willxxxx xxxo agrees during such period The provisions in this Article XII shall not to make any proposalapply in the event of a Potential Change in Control Event, statement unless the activities defined in (a) or inquiry, or disclose any intention, plan or arrangement (b) of the definition of "Potential Change in Control Event" which gave rise to the public or Potential Change in Control Event are discontinued and remain so for one year without the occurrence of a Third Party (whether written or oral) inconsistent with Potential Change in Control Event. In such event, the foregoingprovisions of this Article XII shall be reinstated and remain in full force and effect thereafter.

Standstill Provision. Willxxxx xxxees (a) The Investor agrees that from and after the date for a period of this Agreement until ten five (105) years from the date of this AgreementClosing Date, it shall not, and shall cause each of its directors, officers, employees, agents, Affiliates or representatives (any of the foregoing, a "Representative") not to, without the prior written consent of the Board of Directors specifically expressed in a resolution approved by a majority of the directors of the Company, directly or indirectly, through one or more intermediaries or otherwise, (i) acquire, agree to acquire or make any proposal to acquire any securities of the Company or any of its Subsidiaries, any warrant or option to acquire any such securities, any security convertible into or exchangeable for any such securities or any other right to acquire any such securities if the effect of such acquisition would be to increase the beneficial ownership (as defined in excess Rule 13d-3 promulgated under the 34 Act) of the 10% LimitInvestor to a percentage greater than five percent (5%) (the "Standstill Percentage") of the then issued and outstanding shares of Common Stock; (ii) seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company or any of its Subsidiaries; (iii) make, or in any way participate in, any "solicitation" of proxies or consents (whether or not relating to the election or removal of directors) within the meaning of Rule 14a-1 under the 34 Act with respect to any securities of the Company or any of its Subsidiaries, or seek to advise or influence any person with respect to the voting of any securities of the Company or any of its Subsidiaries or demand a copy of the stock ledger, list of stockholders, or any other books and records of the Company or any of its Subsidiaries; (iv) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the 34 Act), with respect to any securities of the Company or any of its Subsidiaries; (v) otherwise act, alone or in concert with others, to seek to control or influence, in any manner, the management, Board of Directors or policies of the Company or any of its Subsidiaries; (vi) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of such shares; (vii) call or call, seek to have called or execute any written consent calling for any meeting of the stockholders of the Company or execute any written consent with respect to the Company or the Common StockCompany; (viii) seek, alone or in concert with others, representation on the Board of Directors or seek the removal of any member of such Board or a change in the composition or size of such Board; (ix) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist finance or encourageassist, any other persons in connection with any of the foregoing, or make any investment in any other person that engages, or offers or proposes to engage, in any of the foregoing; or (x) make any publicly disclosed proposal regarding any of the foregoing. Willxxxx xxxo agrees during such period The provisions in this Article XII shall not to make any proposalapply in the event of a Potential Change in Control Event, statement unless the activities defined in (a) or inquiry, or disclose any intention, plan or arrangement (b) of the definition of "Potential Change in Control Event" which gave rise to the public or Potential Change in Control Event are discontinued and remain so for one year without the occurrence of a Third Party (whether written or oral) inconsistent with Potential Change in Control Event. In such event, the foregoingprovisions of this Article XII shall be reinstated and remain in full force and effect thereafter.

Standstill Provision. Willxxxx xxxees that from Commencing on the Effective Date and after the date of this Agreement until ten for three (103) years from thereafter, (the date of this Agreement“Standstill Period”), it shall not, and shall cause each of its directors, officers, employees, agents, Affiliates or representatives (neither Company nor any of Company’s affiliates (as defined in Rule 12b-2 under the foregoingSecurities Exchange Act of 1934, a "Representative"as amended (the “Exchange Act”)) not to, without the prior written consent of the Board of Directors specifically expressed in a resolution approved by a majority of the directors of the Companywill, directly or indirectly, through one or more intermediaries or otherwise, indirectly (i) acquire, offer to acquire, agree to acquire or make any a proposal to acquire any securities acquire, by purchase or otherwise, “beneficial ownership” (as defined in Section 13(d) of the Company or Exchange Act) of any of its Subsidiaries, any warrant or option to acquire any such securities, any security convertible into or exchangeable for any such equity securities or any other right assets, or rights or options to acquire any such securities in excess or assets (through purchase, exchange, conversion or otherwise), of Discloser, including derivative securities representing the 10% Limitright to vote or economic benefits of any such securities; (ii) seek make, effect or propose commence any merger, consolidation, business combination, tender or exchange offer, sale merger or purchase of assets other business combination involving Discloser; (iii) consummate or securitiescommence any recapitalization, dissolutionrestructuring, liquidation, restructuring, recapitalization dissolution or similar other extraordinary transaction of or involving the Company or any of its Subsidiarieswith respect to Discloser; (iiiiv) make, or in any way participate in, any "“solicitation" ” of proxies to vote or consents (whether or not relating to the election or removal of directors) within the meaning of Rule 14a-1 under the 34 Act with respect to any securities of the Company or any of its Subsidiariesconsent, or seek to advise or influence any person with respect to the voting of of, any voting securities of Discloser or be or become a “participant” in any “election contest” with respect to Discloser (all within the Company or any meaning of its Subsidiaries or demand a copy Section 14 of the stock ledger, list of stockholders, or any other books and records of the Company or any of its SubsidiariesExchange Act); (ivv) form, join or in any way participate in a "“group" ” (within the meaning of Section 13(d)(3) of the 34 Exchange Act), ) with respect to to, or otherwise act in concert with any person in respect of, any voting equity securities of the Company or any of its SubsidiariesDiscloser; (vvi) otherwise act, alone or in concert with others, to seek representation on or to control or influence, in any manner, the management, Board of Directors or policies of the Company or any of its Subsidiaries; (vi) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of such shares; (vii) call or seek to have called any meeting of the stockholders of the Company or execute any written consent with respect to the Company or the Common Stock; (viii) seek, alone or in concert with others, representation on the Board of Directors or seek the removal of any member of such Board or a change in the composition or size of such Board; (ix) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other persons in connection with any of the foregoing, or make any investment in any other person that engages, or offers or proposes to engage, in any of the foregoing; or (x) make any publicly disclosed proposal regarding any of the foregoing. Willxxxx xxxo agrees during such period not to make any proposal, statement or inquiry, or disclose any intention, plan or arrangement to the public or a Third Party (whether written or oral) inconsistent with the foregoing.or