Common use of Standstill Restrictions Clause in Contracts

Standstill Restrictions. (a) During the period commencing on the date of this Agreement and terminating on the earlier of (i) the first day after the Deadline and (ii) the failure of the Nominating and Governance Committee to confirm by the date specified in the last sentence of Section 2.2 that Xxxxxxx X. Xxxxxxxx will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders, the Xxxxxxxx Group covenants and agrees that it shall not, and shall not permit any of its Affiliates to, either individually or as part of a Group, directly or indirectly: (i) acquire or obtain any economic interest in, any right to direct the voting or disposition of or any other right with respect to, the Common Stock of the Company (directly or by means of any Derivative Securities) (except (x) to the extent issued by the Company in respect of its shares of capital stock to all existing shareholders and (y) the acquisition by the Xxxxxxxx Group, in compliance with applicable securities laws, of additional shares of (or economic interest in) Common Stock following the date hereof, provided that at no time shall the Xxxxxxxx Group or any of its Affiliates collectively beneficially own (or have an economic interest) in excess of the Permitted Amount)), in each case, whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect to any Person, any rights, options, warrants or other securities convertible into or exchangeable for the Common Stock of the Company, or any obligations measured by the price or value of the Common Stock of the Company, including without limitation any swaps or other derivative arrangements;

Standstill Restrictions. (a) During Each of Xxxxxx Xxxxxxxxx and DW Lips covenants and agrees with the period commencing on the date of this Agreement Company that they shall not, and terminating on shall cause each Xxxxxxxxx Party not to, prior to the earlier of (i) the first day after fifth anniversary of the Deadline date of this Agreement and (ii) the failure of the Nominating and Governance Committee to confirm by the date specified in the last sentence of Section 2.2 that Xxxxxxx X. Xxxxxxxx will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders, the Xxxxxxxx Group covenants and agrees that it shall not, and shall not permit any of its Affiliates to, either individually or as part of a GroupKG Termination Date, directly or indirectly: (i) acquire , alone or obtain any economic interest inin concert with others, any right to direct the voting unless specifically requested in writing by a Principal Holder or disposition by a resolution of or any other right with respect to, the Common Stock a majority of the Company (directly Directors or by means of any Derivative Securities) (except pursuant to a transaction (x) to the extent issued by in which the Company in respect of its shares of capital stock to all existing shareholders and has entered into a definitive agreement or (y) the acquisition by Board has recommended in favor of, take any of the Xxxxxxxx Group, in compliance with applicable securities laws, of additional shares of actions set forth below (or economic interest take any action that would require the Company to make an announcement regarding any of the following): effect, seek, offer, engage in, propose (whether publicly or otherwise) Common Stock following or cause or participate in, or assist any other Person to effect, seek, engage in, offer or propose (whether publicly or otherwise) or participate in: any tender or exchange offer, merger, consolidation, share exchange, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the date hereof, provided that at no time shall Company or any of its subsidiaries or any material portion of its or their business or any purchase of all or any substantial part of the Xxxxxxxx Group assets of the Company or any of its subsidiaries or any material portion of its or their business; or any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Section 14a-1(1)(2)(iv) from the definition of “solicitation”) with respect to the Company or any of its Affiliates collectively beneficially own or any action resulting in Xxxxxx Xxxxxxxxx, DW Lips, any Affiliate of Xxxxxx Xxxxxxxxx or DW Lips or such other Person becoming a “participant” in any “election contest” (as such terms are used in the proxy rules of the SEC) with respect to the Company or any of its subsidiaries; propose any matter for submission to a vote of stockholders of the Company or call or seek to call a meeting of the stockholders of the Company; seek election to, seek to place a representative on or seek the removal of any Director; provided, however, that nothing in this Section 2.01(c) shall restrict the manner in which a Xxxxxxxxx Party may vote its shares of Common Stock (if any); grant any proxy with respect to any Common Stock (other than to a Principal Holder, the Chief Executive Officer of the Company or a bona fide financial institution in connection with a bona fide recourse borrowing); execute any written consent with respect to any Common Stock other than at the request of a Principal Holder or the Chief Executive Officer of the Company; form, join or participate in a Group with respect to any Common Stock or deposit any Common Stock in a voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of such Common Stock or other agreement having similar effect (in each case except with the Class B Holders); take any other action to seek to affect the control of the management or Board of the Company or any of its Affiliates, including publicly suggesting or announcing its willingness to engage in or have an economic interest) another Person engage in excess a transaction that could reasonably be expected to result in a transaction of the Permitted Amounttype described in Section 2.01(a)(i); provided, however, that nothing in this Section 2.01(g) shall restrict the manner in which a Xxxxxxxxx Party may vote its shares of Common Stock (if any); enter into any discussions, in each casenegotiations, whether arrangements or not understandings with any Person with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of case except with the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect Class B Holders); disclose to any Person, or otherwise induce, encourage, discuss or facilitate, any rightsintention, optionsplan or arrangement inconsistent with the foregoing or which would result in the Company or any of its Affiliates or any Class B Holder or any Affiliates of any Class B Holder being required to make any such disclosure in any filing with a governmental entity or being required to make a public announcement with respect thereto; bring any action or otherwise act to contest the validity of this Article II (including this Section 2.01) or seek a release from the restrictions contained in this Article II; or request the Company or any of its Affiliates, warrants directors, officers, employees, representatives, advisors or other securities convertible into or exchangeable for the Common Stock of the Companyagents, or any obligations measured by party hereto, directly or indirectly, to amend or waive this Article II, the price Charter or value the By-laws (or similar constituent documents) of the Common Stock Company or any of the Company, including without limitation any swaps or other derivative arrangements;its Affiliates.

Standstill Restrictions. (a) During Each of Xxxxxx Xxxxxxxxx and DW Lips covenants and agrees with the period commencing on the date of this Agreement Company that they shall not, and terminating on shall cause each Xxxxxxxxx Party not to, prior to the earlier of (i) the first day after fifth anniversary of the Deadline date of this Agreement and (ii) the failure of the Nominating and Governance Committee to confirm by the date specified in the last sentence of Section 2.2 that Xxxxxxx X. Xxxxxxxx will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders, the Xxxxxxxx Group covenants and agrees that it shall not, and shall not permit any of its Affiliates to, either individually or as part of a GroupKG Termination Date, directly or indirectly, alone or in concert with others, unless specifically requested in writing by a Principal Holder or by a resolution of a majority of the Directors or pursuant to a transaction (x) in which the Company has entered into a definitive agreement or (y) the Board has recommended in favor of, take any of the actions set forth below (or take any action that would require the Company to make an announcement regarding any of the following): (a) effect, seek, offer, engage in, propose (whether publicly or otherwise) or cause or participate in, or assist any other Person to effect, seek, engage in, offer or propose (whether publicly or otherwise) or participate in: (i) acquire any tender or obtain any economic interest inexchange offer, any right to direct merger, consolidation, share exchange, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the voting or disposition of Company or any other right with respect to, of its subsidiaries or any material portion of its or their business or any purchase of all or any substantial part of the Common Stock assets of the Company or any of its subsidiaries or any material portion of its or their business; or (directly or by means ii) any "solicitation" of any Derivative Securities) "proxies" (except (x) as such terms are used in the proxy rules of the SEC but without regard to the extent issued by exclusion set forth in Section 14a-1(1)(2)(iv) from the definition of "solicitation") with respect to the Company in respect of its shares of capital stock to all existing shareholders and (y) the acquisition by the Xxxxxxxx Group, in compliance with applicable securities laws, of additional shares of (or economic interest in) Common Stock following the date hereof, provided that at no time shall the Xxxxxxxx Group or any of its Affiliates collectively beneficially own or any action resulting in Xxxxxx Xxxxxxxxx, DW Lips, any Affiliate of Xxxxxx Xxxxxxxxx or DW Lips or such other Person becoming a "participant" in any "election contest" (as such terms are used in the proxy rules of the SEC) with respect to the Company or any of its subsidiaries; (b) propose any matter for submission to a vote of stockholders of the Company or call or seek to call a meeting of the stockholders of the Company; (c) seek election to, seek to place a representative on or seek the removal of any Director; provided, however, that nothing in this Section 2.01(c) shall restrict the manner in which a Xxxxxxxxx Party may vote its shares of Common Stock (if any); (d) grant any proxy with respect to any Common Stock (other than to a Principal Holder, the Chief Executive Officer of the Company or a bona fide financial institution in connection with a bona fide recourse borrowing); (e) execute any written consent with respect to any Common Stock other than at the request of a Principal Holder or the Chief Executive Officer of the Company; (f) form, join or participate in a Group with respect to any Common Stock or deposit any Common Stock in a voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of such Common Stock or other agreement having similar effect (in each case except with the Class B Holders); (g) take any other action to seek to affect the control of the management or Board of the Company or any of its Affiliates, including publicly suggesting or announcing its willingness to engage in or have an economic interest) another Person engage in excess a transaction that could reasonably be expected to result in a transaction of the Permitted Amounttype described in Section 2.01(a)(i); provided, however, that nothing in this Section 2.01(g) shall restrict the manner in which a Xxxxxxxxx Party may vote its shares of Common Stock (if any); (h) enter into any discussions, in each casenegotiations, whether arrangements or not understandings with any Person with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of case except with the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect Class B Holders); (i) disclose to any Person, or otherwise induce, encourage, discuss or facilitate, any rightsintention, optionsplan or arrangement inconsistent with the foregoing or which would result in the Company or any of its Affiliates or any Class B Holder or any Affiliates of any Class B Holder being required to make any such disclosure in any filing with a governmental entity or being required to make a public announcement with respect thereto; (j) bring any action or otherwise act to contest the validity of this Article II (including this Section 2.01) or seek a release from the restrictions contained in this Article II; or (k) request the Company or any of its Affiliates, warrants directors, officers, employees, representatives, advisors or other securities convertible into or exchangeable for the Common Stock of the Companyagents, or any obligations measured by party hereto, directly or indirectly, to amend or waive this Article II, the price Charter or value the By-laws (or similar constituent documents) of the Common Stock Company or any of the Company, including without limitation any swaps or other derivative arrangements;its Affiliates.

Standstill Restrictions. (a) During Without the period commencing on the date of this Agreement and terminating on the earlier of (i) the first day after the Deadline and (ii) the failure prior written consent of the Nominating and Governance Committee to confirm by Company, no member of the date specified in the last sentence of Section 2.2 that Xxxxxxx X. Xxxxxxxx will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders, the Xxxxxxxx MISV Group covenants and agrees that it shall notshall, and each member of the MISV Group shall not permit any cause its Affiliates and each of its Affiliates torespective directors, either individually officers, employees, agents or as part other Persons acting on behalf of a any member of the MISV Group, directly or indirectly, not to, do any of the following prior to the conclusion of the 2013 Annual Meeting, subject to the compliance by the Company of Sections 2 and 3 hereof; provided that clause (b) below shall apply only to the Mxxxx Xxxx Entities: (a) solicit (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations) proxies, or engage in, participate in, or in any way initiate, directly or indirectly, any solicitation of shareholders of the Company to vote any voting securities of the Company on any matter, except in all cases as expressly provided in this Agreement; (i) acquire or obtain agree to acquire, or make any economic interest inproposal to acquire, any right to direct the voting or disposition of or any other right with respect to, the Common Stock of the Company (directly or by means indirectly, beneficial ownership of any Derivative Securities) common shares (except (x) to the extent issued by the Company in respect of its shares of capital stock to all existing shareholders and (y) the acquisition by the Xxxxxxxx Group, in compliance with applicable securities laws, of additional shares of (or economic interest in) Common Stock following the date hereof, provided that at no time shall the Xxxxxxxx Group or any of its Affiliates collectively beneficially own (or have an economic interest) in excess of the Permitted Amount)), in each case, whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect to any Person, any rights, options, warrants or other securities convertible into or exchangeable for common shares) issued by the Common Stock Company, if in any such case, immediately after the taking of such action, the Mxxxx Xxxx Entities would, in the aggregate, collectively beneficially own more than 15% of the then-outstanding common shares of the Company, or (ii) form a group or otherwise work jointly or in concert in any obligations measured manner, directly or indirectly, and whether by written or oral agreement, with any other Person such that the price beneficial ownership of common shares (or value other securities convertible into common shares) of the Common Stock Mxxxx Xxxx Entities together with any such Persons would, immediately after taking such action, exceed 15% of the then-outstanding common shares of the Company; (c) deposit any shares of the Company in any voting trust or subject any shares of the Company to any arrangement or agreement with respect to the voting of any such shares, except as contemplated in this Agreement; (d) seek, alone or in concert with others, (1) to requisition a meeting of shareholders of the Company, including without limitation (2) to obtain representation on, or nominate or propose the nomination of any swaps candidate for election to, the Board except as expressly set forth in this Agreement, or (3) to effect the removal of any member of the Board or otherwise alter the composition of the Board; (e) submit any shareholder proposal pursuant to Division 7 of the Business Corporations Act (British Columbia) (the "B.C. Corporations Act"); or (f) advise, assist or encourage or negotiate with any other derivative arrangements;Person to take any action inconsistent with the foregoing.

Standstill Restrictions. (a) During the period commencing on the date of this Agreement and terminating on Until the earlier of (ia) the first day after time that the Deadline Investor’s Ownership Percentage is less than five percent (5%) and (iib) the failure third anniversary of the Nominating and Governance Committee to confirm by the date specified in the last sentence of Section 2.2 that Xxxxxxx X. Xxxxxxxx will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholdershereof, the Xxxxxxxx Group covenants and agrees that it Investor shall not, and shall not permit any of cause its Affiliates (including commonly controlled or managed investment funds) not to, either individually without the prior consent of the Board, (i) directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity or debt securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities representing in the aggregate more than one percent (1%) of the total voting power of the Company’s outstanding securities, in addition to the Series A Preferred Stock, Common Stock acquired upon conversion of the Series A Preferred Stock, and any shares paid as part of a Groupdividends thereon, (ii) make, or in any way participate or engage in, directly or indirectly, any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules of the Commission), or seek to advise or influence any person with respect to the voting of, any voting securities of the Company (other than in connection with the election of the Series A Director (as defined in the Series A Certificate of Designation)), (iii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 14, or seek a release of such restrictions, or (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company except for any group comprised solely of the Investor and its Affiliates; provided, however, that the foregoing shall not restrict the ability of any directors appointed or elected to the Board pursuant to the terms of Section 8 of the Series A Certificate of Designation from exercising his or her fiduciary duties. The foregoing provisions of this Section 14 will terminate and will be of no further force or effect if: (i) acquire or obtain any economic interest in, any right to direct the voting or disposition of or any other right with respect to, the Common Stock of the Company (directly or by means of any Derivative Securities) (except (x) to the extent issued by the Company in respect of its shares of capital stock to all existing shareholders and (y) the acquisition by the Xxxxxxxx Group, in compliance with applicable securities laws, of additional shares of (or economic interest in) Common Stock following the date hereof, provided that at no time shall the Xxxxxxxx Group or any of its Affiliates collectively beneficially own subsidiaries makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; (ii) any such petition is filed or have any such proceeding is commenced against the Company or any of its subsidiaries and either (A) the Company or such subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein or (B) such petition, application or proceeding is not dismissed within 30 days; or (iii) a third party publicly announces or publicly makes an economic interest) in excess unsolicited offer to enter into a business combination with, or acquire more than 10% of the Permitted Amount))equity securities or assets of, in each case, whether the Company or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect to any Person, any rights, options, warrants or other securities convertible into or exchangeable for the Common Stock of the Company, or any obligations measured by the price or value of the Common Stock of the Company, including without limitation any swaps or other derivative arrangements;subsidiary thereof.

Standstill Restrictions. (a) During Without the period commencing on the date of this Agreement and terminating on the earlier of (i) the first day after the Deadline and (ii) the failure prior written consent of the Nominating and Governance Committee to confirm by Company, no member of the date specified in the last sentence of Section 2.2 that Xxxxxxx X. Xxxxxxxx will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders, the Xxxxxxxx MISV Group covenants and agrees that it shall notshall, and each member of the MISV Group shall not permit any cause its Affiliates and each of its Affiliates torespective directors, either individually officers, employees, agents or as part other Persons acting on behalf of a any member of the MISV Group, directly or indirectly, not to, do any of the following prior to the conclusion of the 2013 Annual Meeting, subject to the compliance by the Company of Sections 2 and 3 hereof; provided that clause (b) below shall apply only to the Xxxxx Xxxx Entities: (a) solicit (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations) proxies, or engage in, participate in, or in any way initiate, directly or indirectly, any solicitation of shareholders of the Company to vote any voting securities of the Company on any matter, except in all cases as expressly provided in this Agreement; (i) acquire or obtain agree to acquire, or make any economic interest inproposal to acquire, any right to direct the voting or disposition of or any other right with respect to, the Common Stock of the Company (directly or by means indirectly, beneficial ownership of any Derivative Securities) common shares (except (x) to the extent issued by the Company in respect of its shares of capital stock to all existing shareholders and (y) the acquisition by the Xxxxxxxx Group, in compliance with applicable securities laws, of additional shares of (or economic interest in) Common Stock following the date hereof, provided that at no time shall the Xxxxxxxx Group or any of its Affiliates collectively beneficially own (or have an economic interest) in excess of the Permitted Amount)), in each case, whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect to any Person, any rights, options, warrants or other securities convertible into or exchangeable for common shares) issued by the Common Stock Company, if in any such case, immediately after the taking of such action, the Xxxxx Xxxx Entities would, in the aggregate, collectively beneficially own more than 15% of the then-outstanding common shares of the Company, or (ii) form a group or otherwise work jointly or in concert in any obligations measured manner, directly or indirectly, and whether by written or oral agreement, with any other Person such that the price beneficial ownership of common shares (or value other securities convertible into common shares) of the Common Stock Xxxxx Xxxx Entities together with any such Persons would, immediately after taking such action, exceed 15% of the then-outstanding common shares of the Company; (c) deposit any shares of the Company in any voting trust or subject any shares of the Company to any arrangement or agreement with respect to the voting of any such shares, except as contemplated in this Agreement; (d) seek, alone or in concert with others, (1) to requisition a meeting of shareholders of the Company, including without limitation (2) to obtain representation on, or nominate or propose the nomination of any swaps candidate for election to, the Board except as expressly set forth in this Agreement, or (3) to effect the removal of any member of the Board or otherwise alter the composition of the Board; (e) submit any shareholder proposal pursuant to Division 7 of the Business Corporations Act (British Columbia) (the "B.C. Corporations Act"); or (f) advise, assist or encourage or negotiate with any other derivative arrangements;Person to take any action inconsistent with the foregoing.