THE PURCHASER'S STANDSTILL OBLIGATIONS Sample Clauses

THE PURCHASER'S STANDSTILL OBLIGATIONS. 4.1.1. From the date hereof until the earlier of (i) the Closing or (ii) the termination of this Agreement under Section 9.2 hereof, no member of the Purchaser Control Group shall acquire the Beneficial Ownership of Voting Shares or Non Voting Convertible Securities, or any securities of USDATA, or authorize or make a tender offer, exchange offer or other offer or proposal, whether oral or written, to acquire the Beneficial Ownership of Voting Shares. 4.1.2. During the Standstill Period, no member of the Purchaser Control Group shall acquire the Beneficial Ownership of Voting Shares or authorize or make a tender offer, exchange offer or other offer or proposal, whether oral or written, to acquire the Beneficial Ownership of Voting Shares, if the effect of such acquisition of Beneficial Ownership would be to increase above the Standstill Limit the Voting Shares represented by all Voting Shares Beneficially Owned by Purchaser together with any Affiliate and any 13D Group to which Purchaser or any Affiliate is a party. 4.1.3. Purchaser shall not be deemed to have violated its covenants under this Section 4.1 solely by virtue of (and only to the extent of) any increase in the total number of Voting Shares Beneficially Owned by Purchaser together with any Affiliate or any 13D Group to which the Purchaser or any Affiliate is a party (i) if such increase is the result of a stock split, stock dividend, recapitalization or similar event, (ii) if such increase is the result of grant by the Company of stock options or restricted stock, pursuant to a stock option plan or restricted stock plan of the Company, to a director in the Company nominated in accordance with Section 6 below, (iii) if such increase is the result of the release of Additional Shares to the Purchaser pursuant to the Escrow Agreement, (iv) if such increase is the result of the distribution of Additional Shares by USDATA to the Purchaser, or (v) if such increase is the result of the issuance of Voting Shares directly by the Company to Purchaser or any of its Affiliates in consideration of a financing transaction of the Company or in connection with an acquisition by the Company, in each case provided that Purchaser shall promptly notify the Company in writing upon becoming aware that a person which is an Affiliate of Purchaser is, or is contemplating to be, a party to such transaction. 4.1.4. During the Standstill Period, no member of the Purchaser Control Group shall solicit or participate in any so...
Sample 1See All (4)
AutoNDA by SimpleDocs
THE PURCHASER'S STANDSTILL OBLIGATIONS. (a) Notwithstanding anything to the contrary contained herein and only during the Standstill Period, none of the Purchaser, any Affiliate of the Purchaser or any 13D Group of which Purchaser or any of its Affiliates is a member shall, directly or indirectly, acquire or Beneficially Own Voting Stock or authorize or make a tender offer, exchange offer or other offer therefor, if the effect of such acquisition would be to increase the percentage of Total Current Voting Power represented by all Shares Beneficially Owned by the Purchaser (including any Shares acquired by the Purchaser pursuant to the exercise of any Warrant but excluding any Shares that remain subject to the Warrant) to more than the Standstill Limit, provided that, the foregoing shall not prohibit the Purchaser and/or any of its Affiliates from making a Purchaser Tender Offer during the Standstill Period that has been approved by a majority of Disinterested Directors. (b) The Purchaser shall not be deemed to have violated its covenants under this Section 2.1 by virtue of any increase in the aggregate percentage of the Total Current Voting Power of the Company represented by Shares Beneficially Owned by the Purchaser or its Affiliates if such increase is the result of a recapitalization of the Company, a repurchase of securities by the Company or other actions taken by the Company or any of the Company's Affiliates that have the effect of reducing the Total Current Voting Power. (c) During the Standstill Period, the Purchaser shall notify the Company of the Purchaser's acquisition of the Beneficial Ownership of Voting Stock or Non-Voting Convertible Securities (other than pursuant to the Securities Purchase Agreement, the Warrant or an exercise of Purchaser's rights to maintain set forth in Article III of this Agreement) promptly after each such acquisition and in any event not more than five (5) business days thereafter. All of the Purchaser's acquisitions of Shares shall comply with applicable federal and state securities laws and be subject to the provisions of this Agreement. (d) During the Standstill Period, the Purchaser shall not, without first obtaining Disinterested Board Approval, solicit proxies with respect to any Voting Stock, nor shall it become a "participant" in any "election contest" (as such terms are used in Rule 14(a)-11 of Regulation 14A promulgated under the Exchange Act) relating to the election of directors of the Company. Purchaser shall not be deemed to be such "partic...
Sample 1Sample 2

Related to THE PURCHASER'S STANDSTILL OBLIGATIONS

  • Purchaser’s Closing Obligations On the Closing Date, Purchaser, at its sole cost and expense, will deliver to Seller the following items: (a) The Purchase Price, after all adjustments are made as herein provided, by Federal Reserve wire transfer of immediately available funds, in accordance with the timing and other requirements of Section 3.2; (b) A counterpart original of each Assignment of Leases, duly executed by Purchaser; (c) A counterpart original of each Assignment, duly executed by Purchaser; (d) Evidence reasonably satisfactory to Seller that the person executing the Assignment of Leases, the Assignment, and the Tenant Notice Letters on behalf of Purchaser has full right, power and authority to do so; (e) Form of written notice executed by Purchaser and to be addressed and delivered to the Tenants by Purchaser in accordance with Section 10.6 herein, (i) acknowledging the sale of the Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Security Deposit (specifying the exact amount of the Security Deposit) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “Tenant Notice Letters”); (f) A counterpart original of the Closing Statement, duly executed by Purchaser; (g) A certificate, dated as of the Closing Date, stating that the representations and warranties of Purchaser contained in Section 8.2 are true and correct in all material respects as of the Closing Date; (h) A counterpart original of the Operating Agreement (as defined in Section 10.3(k) below), duly executed by Purchaser; and (i) Such other documents as, may be reasonably necessary or appropriate to effect the consummation of the transaction which is the subject of this Agreement.

  • Seller’s Closing Obligations On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • Buyer’s Closing Obligations At the Closing, Buyer shall:

  • Conditions Precedent to the Obligations of the Company to sell Securities The obligation of the Company to sell Securities at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • Conditions Precedent to the Obligations of the Purchasers The obligation of each Purchaser to acquire Securities at the Closing is subject to the satisfaction or waiver by such Purchaser, at or before the Closing, of each of the following conditions:

  • Obligations of the Purchasers (a) Each Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

  • Continuing Security Interest; Assignments under the Credit Agreement This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as provided in Section 8.07 of the Credit Agreement.

  • Conditions Precedent to the Obligations of the Purchaser Each and every obligation of the Purchaser under this Agreement to be performed at or before the Closing shall be subject to the satisfaction, at the Closing, of each of the following conditions:

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!