Common use of Standstill Provisions Clause in Contracts

Standstill Provisions. Each Covered Person agrees that such Covered Person shall not, directly or indirectly, alone or in concert with any other person, (a) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined in Exchange Act Rule 14a-1) relating to any securities of the Company to or with any Restricted Person; (b) deposit any Covered Shares in a voting trust or subject any Covered Shares to any voting agreement or arrangement that includes as a party any Restricted Person; (c) form, join or in any way participate in a group (as contemplated by Exchange Act Rule 13d-5(b)) with respect to any securities of the Company (or any securities the ownership of which would make the owner thereof a beneficial owner of securities of the Company (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5)) that includes as a party any Restricted Person; (d) make any announcement subject to Exchange Act Rule 14a-1(l)(2)(iv) to any Restricted Person; (e) initiate or propose any "shareholder proposal" subject to Exchange Act Rule 14a-8; (f) together with any Restricted Person, make any offer or proposal to acquire any securities or assets of GS Inc. or any of its Subsidiaries or solicit or propose to effect or negotiate any form of business combination, restructuring, recapitalization or other extraordinary transaction involving, or any change in control of, GS Inc., its Subsidiaries or any of their respective securities or assets; (g) together with any Restricted Person, seek the removal of any directors or a change in the composition or size of the board of directors of GS Inc.; (h) together with any Restricted Person, in any way participate in a call for any special meeting of the stockholders of GS Inc.; or (i) assist, advise or encourage any person with respect to, or seek to do, any of the foregoing.

Standstill Provisions. Each Covered Person agrees that such Covered Person shall not, directly or indirectly, alone or in concert with any other person, : (a) make, or in any way participate in, any "“solicitation" ” of "“proxies" ” (as such terms are defined in Exchange Act Rule 14a-1) relating to any securities of the Company to or with any Restricted Person; ; (b) deposit any Covered Shares shares of Common Stock in a voting trust or subject any Covered Shares shares of Common Stock to any voting agreement or arrangement that includes as a party any Restricted Person; ; (c) form, join or in any way participate in a group (as contemplated by Exchange Act Rule 13d-5(b)) with respect to any securities of the Company (or any securities the ownership of which would make the owner thereof a beneficial owner of securities of the Company (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5)) that includes as a party any Restricted Person; ; (d) make any announcement subject to Exchange Act Rule 14a-1(l)(2)(iv) to any Restricted Person; ; (e) initiate or propose any "“shareholder proposal" ” subject to Exchange Act Rule 14a-8; ; (f) together with any Restricted Person, make any offer or proposal to acquire any securities or assets of GS Inc. or any of its Subsidiaries or solicit or propose to effect or negotiate any form of business combination, restructuring, recapitalization or other extraordinary transaction involving, or any change in control of, GS Inc., its Subsidiaries or any of their respective securities or assets; ; (g) together with any Restricted Person, seek the removal of any directors or a change in the composition or size of the board of directors of GS Inc.; ; (h) together with any Restricted Person, in any way participate in a call for any special meeting of the stockholders of GS Inc.; or or (i) assist, advise or encourage any person with respect to, or seek to do, any of the foregoing.

Standstill Provisions. Each Covered Person agrees that such Covered Person shall not, directly or indirectly, alone or in concert with any other person, : (a) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined in Exchange Act Rule 14a-1) relating to any securities of the Company to or with any Restricted Person; ; (b) deposit any Covered Shares shares of Common Stock in a voting trust or subject any Covered Shares shares of Common Stock to any voting agreement or arrangement that includes as a party any Restricted Person; ; (c) form, join or in any way participate in a group (as contemplated by Exchange Act Rule 13d-5(b)) with respect to any securities of the Company (or any securities the ownership of which would make the owner thereof a beneficial owner of securities of the Company (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5)) that includes as a party any Restricted Person; ; (d) make any announcement subject to Exchange Act Rule 14a-1(l)(2)(iv) to any Restricted Person; ; (e) initiate or propose any "shareholder proposal" subject to Exchange Act Rule 14a-8; ; (f) together with any Restricted Person, make any offer or proposal to acquire any securities or assets of GS Inc. or any of its Subsidiaries or solicit or propose to effect or negotiate any form of business combination, restructuring, recapitalization or other extraordinary transaction involving, or any change in control of, GS Inc., its Subsidiaries or any of their respective securities or assets; ; (g) together with any Restricted Person, seek the removal of any directors or a change in the composition or size of the board of directors of GS Inc.; ; (h) together with any Restricted Person, in any way participate in a call for any special meeting of the stockholders of GS Inc.; or or (i) assist, advise or encourage any person with respect to, or seek to do, any of the foregoing.

Standstill Provisions. Each Covered Person Stockholder agrees that such Covered Person he or she shall not, directly or indirectly, alone or in concert with any other person, (a) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined in Exchange Act Rule 14a-114A-1) relating to any securities of the Company to or with any Restricted Person; (b) except as contemplated by this Agreement, deposit any Covered Shares Securities in a voting trust or subject any Covered Shares Securities to any voting agreement or arrangement that includes as a party any Restricted Person; (c) form, join or in any way participate in a group (as contemplated by Exchange Act Rule 13d-5(b)) with respect to any securities of the Company (or any securities the ownership of which would make the owner thereof a beneficial owner of securities of the Company (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5)) that includes as a party any Restricted Person; (d) make any announcement subject to Exchange Act Rule 14a-1(l)(2)(iv14a-1(1)(2)(iv) to any Restricted Person; (e) initiate or propose any "shareholder proposal" subject to Exchange Act Rule 14a-8; (f) together with any Restricted Person, make any offer or proposal to acquire any securities or assets of GS Inc. or any member of its Subsidiaries the Company Group or solicit or propose to effect or negotiate any form of business combination, restructuring, recapitalization or other any extraordinary transaction involving, or any change in control of, GS Inc.any member of the Company Group, its any Subsidiaries or any of their its respective securities or assets; (g) together with any Restricted Person, seek the removal of any directors or a change in the composition or size of the board Board of directors of GS Inc.Directors; (h) together with any Restricted Person, in any way participate in a call for any special meeting of the stockholders of GS Inc.the Company; or (i) assist, advise or encourage any person Person with respect to, or seek to do, any of the foregoing.

Standstill Provisions. Each Covered Person While this Agreement is in effect, each Securityholder agrees that except as contemplated by this Agreement, such Covered Person Securityholder shall not, directly or indirectly, alone or in concert with any other person, (a) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined in Exchange Act Rule 14a-1) relating to any securities of the Company or WorldPort to or with any Restricted PersonThird Party; (b) deposit any Covered Company Shares or WorldPort Common Stock in a voting trust or subject any Covered Company Shares to any voting agreement or arrangement that includes as a party any Restricted PersonThird Party; (c) form, join or in any way participate in a group (as contemplated by Exchange Act Rule 13d-5(b)) with respect to any securities of the Company or WorldPort (or any securities the ownership of which would make the owner thereof a beneficial owner of securities of the Company (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5)) that includes as a party any Restricted PersonThird Party; (d) make any announcement subject to Exchange Act Rule 14a-1(l)(2)(iv) to any Restricted PersonThird Party; (e) initiate or propose any "shareholder stockholder proposal" subject to Exchange Act Rule 14a-8; (f) together with any Restricted Person, make any offer or proposal to acquire any securities or assets of GS Inc. the Company or WorldPort or any of its their Subsidiaries or solicit or propose to effect or negotiate any form of business combination, restructuring, recapitalization or other extraordinary transaction involving, or any change in control of, GS Inc.the Company or WorldPort, its their Subsidiaries or any of their respective securities or assets; (g) together with any Restricted Person, seek the removal of any directors or a change in the composition or size of the board of directors of GS Inc.the Company or WorldPort; (h) together with any Restricted Person, in any way participate in a call for any special meeting of the stockholders of GS Inc.the Company or WorldPort; or (i) assist, advise or encourage any person with respect to, or seek to do, any of the foregoing. In the event that Heico determines to abandon the transaction, or that Hambro determines to abandon the transaction following a third party offer for the acquisition of all of the outstanding shares of WorldPort Common Stock, it must so notify the other in writing and this Agreement shall then terminate, other than as to obligations incurred hereunder prior to such termination.

Standstill Provisions. Each Covered Person From the date hereof through and including the tenth (10th) anniversary of the Closing, Lawter agrees that such Covered Person shall that, without the Company's prior written consent, Xxxxxx will not, and will not permit or cause any of its Controllxx Xxxiliates (as defined below) to and will not encourage any of its Controlling Affiliates (as defined below) to: (a) acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, alone by purchase or in concert with otherwise, beneficial ownership of any $1.00 par value Common Stock of the Company or other personsecurities of the Company (collectively the "Securities") or direct or indirect rights or options to acquire (through purchase, exchange, conversion or otherwise) any Securities; (ab) make, or in any way participate inparticipate, directly or indirectly, in any "solicitation" of "proxies" (as such terms are defined in Exchange Rule 14a-1 under the 1934 Act) to vote any Securities, seek to advise, encourage or inxxxxxxx any person or entity with respect to the voting of any Securities, initiate or propose any shareholder proposal under Rule 14a-8 under the 1934 Act Rule 14a-1or induce or attempt to induce any other person to initiate any shareholder proposal; (c) relating make any statement or proposal, whether written or oral, to the Board of Directors of the Company, or to any securities director, officer or agent of the Company, or make any public announcement or proposal whatsoever with respect to a merger or other business combination, sale or transfer of assets, recapitalization, dividend, share repurchase, liquidation or other extraordinary corporate transaction with the Company to or with any Restricted Person; (b) deposit any Covered Shares other transaction which could result in a voting trust change of control, or subject solicit or encourage any Covered Shares other person to any voting agreement make such statement or arrangement that includes as a party any Restricted Person; proposal; (cd) form, join or in any way participate in a group "group" (as contemplated by Exchange Act Rule 13d-5(b)within the meaning of Section 13(d)(3) of the 1934 Act) with respect to any securities Securities; (e) otherwise act, xxxxx xr in concert with others, to seek to exercise any control over the management, Board of Directors or policies of the Company;. (f) make a public request to the Company (or its directors, officers, shareholders, employees or agents) to amend or waive any securities provisions of this Agreement, the ownership Certificate of which would make the owner thereof a beneficial owner of securities Incorporation or By-Laws of the Company (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5)) that includes as a party any Restricted Person; (d) make any announcement subject to Exchange Act Rule 14a-1(l)(2)(iv) to any Restricted Person; (e) initiate or propose any "shareholder proposal" subject to Exchange Act Rule 14a-8; (f) together with any Restricted Person, make any offer or proposal to acquire any securities or assets of GS Inc. or any of its Subsidiaries or solicit or propose to effect or negotiate any form of business combination, restructuring, recapitalization or other extraordinary transaction involving, or any change in control of, GS Inc., its Subsidiaries or any of their respective securities or assets; Company; (g) together with take any Restricted Person, seek action which might require the removal Company to make a public announcement regarding the possibility of any directors transaction referred to in paragraph (c) above or a change similar transaction or, advise, assist or encourage any other persons in connection with the composition or size of the board of directors of GS Inc.foregoing; or (h) together disclose any intention, plan or arrangement inconsistent with any Restricted Person, in any way participate in a call for any special meeting of the stockholders of GS Inc.; or (i) assist, advise or encourage any person with respect to, or seek to do, any of the foregoing. Notwithstanding the foregoing, if the Closing shall not take place hereunder (other than as a result of a material breach hereof by Lawter), then the obligations of Lawter under this Section 4.1 shxxx xx of no further force or effxxx.

Standstill Provisions. Each Covered Person Stockholder agrees that such Covered Person he or she shall not, directly or indirectly, alone or in concert with any other person, (a) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined in Exchange Act Rule 14a-114A-1) relating to any securities of the Company to or with any Restricted Person; (b) except as contemplated by this Agreement, deposit any Covered Shares Securities in a voting trust or subject any Covered Shares Securities to any voting agreement or arrangement that includes as a party any Restricted Person; (c) form, join or in any way participate in a group (as contemplated by Exchange Act Rule 13d-5(b)) with respect to any securities of the Company (or any securities the ownership of which would make the owner thereof a beneficial owner of securities of the Company (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-513d- 5)) that includes as a party any Restricted Person; (d) make any announcement subject to Exchange Act Rule 14a-1(l)(2)(iv14a-1(1)(2)(iv) to any Restricted Person; (e) initiate or propose any "shareholder proposal" subject to Exchange Act Rule 14a-8; (f) together with any Restricted Person, make any offer or proposal to acquire any securities or assets of GS Inc. or any member of its Subsidiaries the Company Group or solicit or propose to effect or negotiate any form of business combination, restructuring, recapitalization or other any extraordinary transaction involving, or any change in control of, GS Inc.any member of the Company Group, its any Subsidiaries or any of their its respective securities or assets; (g) together with any Restricted Person, seek the removal of any directors or a change in the composition or size of the board Board of directors of GS Inc.Directors; (h) together with any Restricted Person, in any way participate in a call for any special meeting of the stockholders of GS Inc.the Company; or (i) assist, advise or encourage any person Person with respect to, or seek to do, any of the foregoing.

Standstill Provisions. Each Covered Person agrees that for the benefit of every other Covered Person that, for so long as such Covered Person is an Employee Covered Person, such Covered Person shall not, directly or indirectly, alone or in concert with any other person, (ai) make, or in any way participate in, any "solicitation" of "proxies" (as “solicitation”of “proxies”(as such terms are defined in Exchange Act Rule 14a-1) relating to any securities of the Company to or with any Restricted Person; (bii) deposit any Covered Shares in a voting trust or subject any Covered Shares to any voting agreement or arrangement arrangement, in either case, that includes as a party any Restricted Person; (ciii) form, join or in any way participate in a group (as contemplated by Exchange Act Rule 13d-5(b)) with respect to any securities of the Company (or any securities the ownership of which would make the owner thereof a beneficial owner of securities of the Company (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5)) that includes as a party any Restricted Person; (div) make any announcement subject to Exchange Act Rule 14a-1(l)(2)(iv) to any Restricted Person; (ev) except as provided in the Partner Matters Agreement, initiate or propose any "“shareholder proposal" subject proposal”subject to Exchange Act Rule 14a-8; (fvi) together with any Restricted Person, make any offer or proposal to acquire any securities or assets of GS Inc. or any of its Subsidiaries the Company or solicit or propose to effect or negotiate any form of business combination, restructuring, recapitalization or other extraordinary transaction involving, or any change in control of, GS Inc.Accenture Ltd, its Subsidiaries or any of their respective securities or assets; (gvii) together with any Restricted Person, seek the removal of any directors or a change in the composition or size of the board Board of directors of GS Inc.Directors; (hviii) together with any Restricted Person, in any way participate in a call for any special meeting of the stockholders shareholders of GS Inc.Accenture Ltd; or (iix) assist, advise or encourage any person with respect to, or seek to do, any of the foregoing.

Standstill Provisions. Each Covered Person Transferee agrees that that, until the Proxy Termination Date, such Covered Person Transferee shall not, directly or indirectly, alone or in concert with any other person, (ai) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined in Exchange Act Rule 14a-1) relating to any securities of the Company to or with any Restricted Person; (bii) deposit any Covered Transferred Shares in a voting trust or subject any Covered Transferred Shares to any voting agreement or arrangement that includes as a party any Restricted Personarrangement; (ciii) form, join or in any way participate in a group (as contemplated by Exchange Act Rule 13d-5(b)) with respect to any securities of the Company (or any securities the ownership of which would make the owner thereof a beneficial owner of securities of the Company (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5)) that includes as a party any Restricted Person; (div) make any announcement subject to Exchange Act Rule 14a-1(l)(2)(iv14a-1(1)(2)(iv) to any Restricted Person; (ev) initiate or propose any "shareholder proposal" subject to Exchange Act Rule 14a-8; (fvi) together with any Restricted Person, make any offer or proposal to acquire any securities or assets of GS Inc. or any of its Subsidiaries the Company or solicit or propose to effect or negotiate any form of business combination, restructuring, recapitalization or other extraordinary transaction involving, or any change in control of, GS Inc.Accenture Ltd, its Subsidiaries or any of their respective securities or assets; (gvii) together with any Restricted Person, seek the removal of any directors or a change in the composition or size of the board Board of directors Directors of GS Inc.Accenture Ltd; (hviii) together with any Restricted Person, in any way participate in a call for any special meeting of the stockholders shareholders of GS Inc.Accenture Ltd; or (iix) assist, advise or encourage any person with respect to, or seek to do, any of the foregoing.

Standstill Provisions. Each Covered Person agrees that such Covered Person shall not, directly or indirectly, alone or in concert with any other person, : (a) make, or in any way participate in, any "“solicitation" ” of "“proxies" ” (as such terms are defined in Exchange Act Rule 14a-1) relating to any securities of the Company to or with any Restricted Person; (b) deposit any Covered Shares shares of Common Stock in a voting trust or subject any Covered Shares shares of Common Stock to any voting agreement or arrangement that includes as a party any Restricted Person; (c) form, join or in any way participate in a group (as contemplated by Exchange Act Rule 13d-5(b)) with respect to any securities of the Company (or any securities the ownership of which would make the owner thereof a beneficial owner of securities of the Company (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5)) that includes as a party any Restricted Person; (d) make any announcement subject to Exchange Act Rule 14a-1(l)(2)(iv) to any Restricted Person; (e) initiate or propose any "“shareholder proposal" ” subject to Exchange Act Rule 14a-8; (f) together with any Restricted Person, make any offer or proposal to acquire any securities or assets of GS Inc. or any of its Subsidiaries or solicit or propose to effect or negotiate any form of business combination, restructuring, recapitalization or other extraordinary transaction involving, or any change in control of, GS Inc., its Subsidiaries or any of their respective securities or assets; (g) together with any Restricted Person, seek the removal of any directors or a change in the composition or size of the board of directors of GS Inc.; (h) together with any Restricted Person, in any way participate in a call for any special meeting of the stockholders of GS Inc.; or (i) assist, advise or encourage any person with respect to, or seek to do, any of the foregoing.

Standstill Provisions. (a) Each Covered Person agrees that for the benefit of every other Covered Person that, for so long as such Covered Person is an Employee Covered Person, such Covered Person shall not, directly or indirectly, alone or in concert with any other person, (ai) make"solicit", or in any way participate "participate" in, any "solicitation" of "proxies" (as such terms are defined in Exchange Act Rule 14a-1) relating to any securities of the Company to or with any Restricted Person; (bii) deposit any Covered Shares in a voting trust or subject any Covered Shares to any voting agreement or arrangement arrangement, in either case, that includes as a party any Restricted Person; (ciii) form, join or in any way participate in a group (as contemplated by Exchange Act Rule 13d-5(b)) with respect to any securities of the Company (or any securities the ownership of which would make the owner thereof a beneficial owner of securities of the Company (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5)) that includes as a party any Restricted Person; (div) make any announcement subject to Exchange Act Rule 14a-1(l)(2)(iv) to any Restricted Person; (ev) initiate or propose any "shareholder proposal" subject to Exchange Act Rule 14a-8; (fvi) together with any Restricted Person, make any offer or proposal to acquire any securities or assets of GS Inc. or any of its Subsidiaries the Company or solicit or propose to effect or negotiate any form of business combination, restructuring, recapitalization or other extraordinary transaction involving, or any change in control of, GS Inc.Bermudaco, its Subsidiaries or any of their respective securities or assets; (gvii) together with any Restricted Person, seek the removal of any directors or a change in the composition or size of the board Board of directors of GS Inc.Directors; (hviii) together with any Restricted Person, in any way participate in a call for any special meeting of the stockholders shareholders of GS Inc.Bermudaco; or (iix) assist, advise or encourage any person with respect to, or seek to do, any of the foregoing.