Waiver of Standstill. To the extent applicable to any Purchaser, such Purchaser hereby provides a one-time waiver of any rights it may be entitled to pursuant to (i) Section 4.12 of that certain Securities Purchase Agreement, dated as of January 24, 2021, by and among the Company and such Purchaser and (ii) Section 4.12 of that certain Securities Purchase Agreement, dated as of February 12, 2021, by and among the Company and such Purchaser, in each case solely with respect to the transactions contemplated by this Agreement.
Waiver of Standstill. Notwithstanding anything to the contrary contained in Section 6 of the Confidentiality Agreement, Parent hereby agrees that after the Proxy Statement has been mailed to the stockholders of Parent, WCAS shall be permitted to purchase up to 2,000,000 shares of Parent Common Stock in the aggregate (but in any event, subject to applicable Law). At the Closing, WCAS will execute the Stockholders Agreement substantially in the form attached hereto as Exhibit C (the “Stockholders Agreement”). WCAS represents that all such purchases shall be made in accordance with applicable law, shall not be permitted to be made in the event WCAS is in possession of material inside information, WCAS shall continue to and shall comply with all other provisions of the Confidentiality Agreement (including the confidentiality provisions). Such purchases may be effectuated through market trades or private purchases. Two (2) Business Days prior to the Closing, Target shall deliver a certificate to Parent containing a list of each such purchase that includes the name of the acquiring Person, the number of shares acquired, the means by which such shares were acquired, the date of each such purchase, and the purchase prices paid by such Persons. After the Closing, WCAS shall notify Parent in writing within two (2) Business Days after the purchase of any securities under this Section 7.7, which notice shall contain the same information described in the immediately preceding sentence. For the avoidance of doubt, any shares acquired pursuant to this Section 7.7 shall not be counted in determining whether WCAS is entitled to nominate its directors pursuant to the Stockholders Agreement. In no event will the purchase of such shares or any damages incurred by WCAS in connection therewith be considered for purposes of the indemnification provisions of this Agreement; provided that the foregoing is not intended to limit in any manner WCAS’s rights and remedies as they exist under applicable Law or otherwise unrelated to this Agreement.
Waiver of Standstill. The Placement Agent hereby provides a one-time waiver of any rights it may be entitled to pursuant to Section 1.B of that certain placement agency agreement dated as of December 24, 2020, and of that certain placement agency agreement dated as of January 11, 2021, both by and among the Company and the Placement Agent solely with respect to the transactions contemplated by the Purchase Agreement.
Waiver of Standstill. CMGI hereby waives the provisions of Section 5.6 of the Purchase and Contribution Agreement dated as of June 29, 1999 by and among Compaq, CMGI, AV and certain other parties to the extent (and only to the extent) necessary to permit the consummation of the transactions contemplated by this Agreement.
Waiver of Standstill. The Company expressly waives the provisions contained in Sections 2.1 and 2.2 of the Governance Agreement with respect to the Asset Purchase Agreement, the Asset Sale and the transactions contemplated thereby such that Sections 2.1 and 2.2 will have no effect with respect to the Asset Purchase Agreement, the Asset Sale and the transactions contemplated thereby.
Waiver of Standstill. Miramar consents, pursuant to the provisions of Section 8 of the Subscription Agreement to the making of the Offer and the consummation of Contemplated Transactions. Miramar and the Offeror further agree that the provisions of Section 8 of the Subscription Agreement cease to apply to the Offeror and its affiliates in their entirety until the earlier of (i) the Expiry Time (if Offeror has not publicly announced its intention to take up Common Shares deposited under the Offer), and (ii) the acquisition by Offeror of Common Shares that result in Offeror and its affiliates beneficially owning at least 50.01% of the Common Shares.
Waiver of Standstill. The Company hereby waives any rights it may have pursuant to provision 3(e) (the “Standstill”) of that certain Common Stock Purchase Agreement, dated as of June 11, 2014, between and among the Company and certain of the Investors (the “Common Stock Purchase Agreement”), to prevent Investors from purchasing and exercising the Warrants. It is understood that the Standstill otherwise remains in full force and effect.
Waiver of Standstill. Notwithstanding the terms of the Confidentiality Agreement, the Company hereby waives the standstill provisions contained in the Confidentiality Agreement and consents to the actions of the Offeror in accordance with the terms of this Agreement (including any legally required disclosure) and to the Offeror acquiring all of the outstanding Common Shares pursuant to the Offer, and to any purchases made by the Offeror during the course of the Offer in compliance with applicable Law and pursuant to any Compulsory Acquisition or Subsequent Acquisition Transaction. In all other respects, the provisions of the Confidentiality Agreement (other than the standstill provision) shall continue to apply notwithstanding the execution of this Agreement by the Parties or the announcement of the transactions contemplated hereunder.
Waiver of Standstill. By way of amendment to the SPA, the Parties agree that the Company hereby waives the stand-still provision set forth in Section 8.3 of the SPA.
Waiver of Standstill. Sunrise REIT hereby waives the standstill provisions contained in the Confidentiality Agreement with respect to Ventas, and the Purchasers. In all other respects, the provisions of the Confidentiality Agreement shall continue to apply notwithstanding the execution of this Agreement by the parties or the announcement of the transactions contemplated hereby.
