Standstills. Notwithstanding any other provision of this Agreement, if requested by the Corporation and an underwriter in connection with a public offering of securities of the Corporation which are the same or similar to the Registrable Securities or convertible into such securities or evidencing a right to purchase such securities registered on Form X-0, X-0, X-0 or similar form of the SEC then available to the Corporation, the Shareholder shall not sell or otherwise transfer or dispose of any Registrable Securities held by him during the one hundred eighty (180) day period following the effective date of a registration statement of the Corporation filed under the Act; provided that the foregoing restrictions shall not apply to a registration statement relating solely to an employee benefit plan or a registration relating solely to a transaction covered by Rule 145 under the Act on Form S-4 or similar form or forms promulgated in the future. The Corporation may impose stop-transfer instructions with respect to the Registrable Securities subject to the foregoing restriction until the end of said one hundred eighty (180) day period.
Standstills. Preview shall not amend or waive any provisions of, or grant any approval under, any standstill agreement; provided that the Board of Directors of Preview may grant a waiver of provisions of, or approval under, a standstill agreement with any Person solely to permit such Person to make a Superior Proposal if the Board of Directors of Preview determines in its good faith judgment, after receiving the advice of outside legal counsel, that, in light of the Superior Proposal, the Board of Directors of Preview would be in violation of its fiduciary duties under applicable law if it failed to grant such waiver;
Standstills. Notwithstanding anything to the contrary contained in this Agreement, the Company Board or the Special Committee shall be permitted, in their sole discretion, to terminate, amend, modify, waive or fail to enforce any standstill provision of any confidentiality agreement, Standstill Agreement or similar obligation of any Person to the extent the Company Board or the Special Committee determines in good faith after consultation with its outside legal counsel that such action or failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. The Company acknowledges and agrees that nothing in the Confidentiality Agreement shall prohibit, prevent or restrict the ability of Parent or any Person acting on behalf of Parent to propose or make amendments or other revisions to the terms and conditions of this Agreement or otherwise exercise its rights under Section 7.2(b) and any acts taken in connection therewith shall under no circumstances be considered a breach of the Confidentiality Agreement.
Standstills. Notwithstanding anything to the contrary contained in this Agreement, the Parent Board shall be permitted, in its sole discretion, to terminate, amend, modify, waive or fail to enforce any standstill provision of any confidentiality agreement, Standstill Agreement or similar obligation of any Person to the extent the Parent Board determines in good faith after consultation with its outside legal counsel that such action or failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. Parent acknowledges and agrees that nothing in the Confidentiality Agreement shall prohibit, prevent or restrict the ability of the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee or any Person acting on behalf of the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee to propose or make amendments or other revisions to the terms and conditions of this Agreement or otherwise exercise its rights under Section 7.3(b) and any acts taken in connection therewith shall under no circumstances be considered a breach of the Confidentiality Agreement.
Standstills. During the period commencing with the Effective Date and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and Closing, Parent and the Companies shall not terminate, amend, modify, or waive any provision of any confidentiality agreement, standstill agreement, or similar agreement to which Parent or the Companies is a party and shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof. Notwithstanding anything to the contrary contained in this Agreement, Parent and the Companies shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any confidentiality agreement, standstill agreement, or similar agreement to the extent the Board of Directors of Parent determines in good faith, after consultation with its outside legal counsel and financial advisor, that failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law. Parent acknowledges and agrees that nothing in the Confidentiality Agreement shall prohibit, prevent or restrict the ability of Parent or any Person acting on behalf of Parent to propose or make amendments or other revisions to the terms and conditions of this Agreement or otherwise exercise its rights under the last paragraph of Section 5.03(c) and any acts taken in connection therewith shall under no circumstances be considered a breach of either of the Confidentiality Agreement. At the Closing, Parent shall cause to be assigned to Purchaser all assignable rights under confidentiality agreements entered into by Parent or any of its Subsidiaries (other than the Companies) with respect to any actual or prospective Acquisition Proposal. (h) As used in this Section 5.03, the following terms have the following meanings: (i) “Acquisition Proposal” means, other than the Transactions, any -50-
Standstills. The Parties agree to the following two standstills:
1. Starting on the Execution Date and continuing for a period ending on the earlier of: (i) two years; or (ii) six months after the date of the receipt of the Approvals, ICP USA, PXI, PXIB, and their associates and affiliates (including any person or entity directly or indirectly through one or more intermediaries controlling them or controlled by or under common control with them) (the “Restricted Parties”) shall not, without the prior written authorization of IC Potash’s Board of Directors, directly, indirectly, jointly, or in concert with any other person undertake the following:
i. Purchase, offer, or agree to purchase any securities, direct or indirect rights, or options to acquire securities or assets of IC Potash’s or any of its affiliates or subsidiaries (excluding ICP USA and its subsidiary), in each case existing as of August 2, 2017 (the “Subject Affiliates”);
ii. Enter into, offer, agree to enter into, or engage in any discussions or negotiations with respect to any acquisition or other business combination transaction relating to IC Potash or any of its Subject Affiliates, or any acquisition transaction relating to all or part of the assets of IC Potash, any of its Subject Affiliates, or any of their respective businesses, or propose any of the foregoing;
iii. Solicit proxies from IC Potash’s shareholders or otherwise attempt to influence the conduct of its shareholders or the voting of any of IC Potash’s or its Subject Affiliates’ voting securities;
iv. Form, join, or in any way participate in any group acting jointly or in concert with respect to any of the activities set forth in this Paragraph H.1;
v. Seek any modification to or waiver of the agreements and obligations under this Agreement, except through direct communication with Xxxxx Xxxxx, the President and Chief Executive Officer of ICP Canada;
vi. Seek, propose, or otherwise act alone or in concert with others to influence or control the management, board of directors, or policies of IC Potash or any of its Subject Affiliates;
vii. Make any public announcement or take any action, excluding those actions contemplated by this Agreement, that requires IC Potash to make any public announcement with respect to any of the foregoing pursuant to statute or the rules of the Toronto Stock Exchange;
viii. Advise, assist, encourage, act as a financing source for, or otherwise invest in any other person in connection with any of the activities s...
Standstills. (i) MCC agrees that, notwithstanding anything to the contrary in the Collateral Documents (but subject to clause (ii) below), it will forbear, and will direct the Collateral Agent and MCC as Lienholder to forbear, from exercising its rights and remedies and taking Enforcement Action with respect to the occurrence of any Event of Default under the New EFA (including, without limitation, a failure of a representation made in the EFA with respect to NII to be true in all material respects when made) with respect to the Guarantees (and the related Collateral Documents) given by any of the Guarantors (including, without limitation the MEFA Guarantors and NII, in it capacity as an EFA Guarantor); provided that the foregoing forbearance shall not apply to the taking of an Enforcement Action with respect to the occurrence of any Event of Default under the New EFA against the EFA Guarantors (excluding from the EFA Guarantors for purposes of this proviso, NII).
(ii) MCC may pursue its rights and remedies with respect to the occurrence of any Event of Default under the New EFA, (A) against NII in respect of its EFA Guaranty at any time (1) upon the occurrence of any Event of Default under the New EFA with respect to the scheduled payment of principal of or interest on the EFA Obligations or with respect to any mandatory prepayment and (2) on or after January 1, 2005, and (B) against any Guarantor in respect of its Guaranty, at any time (1) when an Event of Default of the type described in Section 11.01(l) of the New EFA or Section 11.1(l) of the New MEFA has occurred and is continuing with respect to such Guarantor and (2) when an Event of Default has occurred and is continuing under the New MEFA.
(iii) MCC agrees that, notwithstanding anything to the contrary in the Collateral Documents (but subject to clause (iv) below), it will forbear, and will direct the Collateral Agent and MCC as Lienholder to forbear, from exercising its rights and remedies and taking Enforcement Action with respect to the occurrence of any Event of Default under the New MEFA given by any of the Guarantors (including, without limitation the EFA Guarantors and NII, in its capacity as a MEFA Guarantor); provided that the foregoing forbearance shall not apply to the taking of an Enforcement Action with respect to the occurrence of any Event of Default under the New MEFA against the MEFA Guarantors.
(iv) MCC may pursue its rights and remedies with respect to the occurrence of any Event of Default...
Standstills. During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company shall not terminate, amend, modify or waive any provision of any confidentiality agreement, Standstill Agreement or similar agreement to which the Company or any of its Subsidiaries is a party and shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof. Notwithstanding anything to the contrary contained in this Agreement, the Company shall be permitted to terminate, amend, modify, waive or fail to enforce any provision of any confidentiality agreement, Standstill Agreement or similar agreement to the extent the Company Board determines in good faith, after consultation with its outside legal counsel and financial advisor, that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law. The Company acknowledges and agrees that nothing in the Confidentiality Agreements shall prohibit, prevent or restrict the ability of Parent or any Person acting on behalf of Parent to propose or make amendments or other revisions to the terms and conditions of this Agreement or otherwise exercise its rights under the last paragraph of Section 7.2(c) and any acts taken in connection therewith shall under no circumstances be considered a breach of either of the Confidentiality Agreements.
Standstills. The Company is not, as of the date hereof, a party to any agreement with a Third Party that would prohibit such Third Party, after the execution, delivery and public announcement of this Agreement, from communicating confidentially an Acquisition Proposal to the Company Board.
Standstills. Notwithstanding anything to the contrary contained in this Agreement, the Paired Entities may grant a limited waiver of any explicit or implicit standstill provision to which either is a party solely to allow the applicable counterparty to make a non-public Acquisition Proposal to the Company Board or the Hospitality Board to the extent that the Company Board or the Hospitality Board determines in good faith, after consultation with their financial advisor and outside legal counsel, that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law.
