Waiver of Standstill Provisions. The Company waives any breach by the Shareholders of Article 2 of the Shareholders Agreement to the extent such breach relates to the Additional Shares to be acquired pursuant to the Commitment Letter (including the shares into which the Additional Shares are convertible) or the matters covered by this letter agreement.
Waiver of Standstill Provisions. Anything to the contrary herein notwithstanding, Parent and Acquisition hereby acknowledge that in connection with this Agreement, the Company shall waive the applicability of and release any person who entered into a confidentiality agreement with the Company in connection with a possible acquisition of the Company or a significant portion of its assets containing standstill provisions in connection with the Transactions or the solicitation of proposals related to the process undertaken by the Special Committee resulting in such Transactions, from the standstill provisions of such confidentiality agreement.
Waiver of Standstill Provisions. Subject to compliance by each Investor with the provisions of this Agreement, the Company hereby waives the applicable provisions of Section 5.13 of the Securities Purchase Agreement and all other Company Restrictions that, in each case, would prohibit the Investors from acquiring Convertible Notes, but only with respect to the acquisition by the Investors of up to $88,000,000 in aggregate principal amount of Convertible Notes within six months of the date hereof. For the avoidance of doubt, no waiver of the applicable provisions of Section 5.13 of the Securities Purchase Agreement or any other Company Restrictions is given for the conversion by the Investors of Convertible Notes into Common Stock. Should the Investors determine to purchase or enter into an agreement to purchase Convertible Notes (a) prior to the end of the 2nd Nasdaq Global Market trading day after issuance by the Company of its first quarter 2010 earnings report, prior thereto, the Investors shall obtain from the seller a nondisclosure and lock-up agreement in the form attached hereto as Exhibit A (a “Nondisclosure and Standstill Agreement”), and only engage in such purchase or enter into such agreement following disclosure of such information as the Company agrees is required to be disclosed or (b) after such 2nd Nasdaq Global Market trading day but within six months of the date hereof at a time at which insiders at the Company are not permitted to trade in Company securities or otherwise when any officers, directors, members, partners, managers or employees of the Investors have material non-public information concerning the Company or its Affiliates, prior thereto, the Investors shall obtain from the seller a nondisclosure and lock-up agreement substantially similar to Exhibit A, which the Company shall be a party to, and only engage in such purchase or enter into such agreement following disclosure of such information as the Company agrees is required to be disclosed. Subject to compliance by each Investor with the provisions of this Agreement, the Company hereby waives the provisions of any Company Restrictions applicable to the disclosure by Investor of Evaluation Material (as defined in the Nondisclosure and Standstill Agreement) to any potential seller of Convertible Notes party to a Nondisclosure and Standstill Agreement.
Waiver of Standstill Provisions. The restrictions on Parent, Purchaser and their Affiliates contained in the standstill provisions of the NDA are hereby waived by the Company but only to the extent reasonably necessary to permit Parent and Purchaser to consummate the transactions contemplated by this Agreement and/or to comply with their obligations and/or exercise their legal rights and remedies under this Agreement. For avoidance of doubt, such waiver does not permit the acquisition of the Company (whether by tender offer, merger, business combination or otherwise) or shares of Company Common Stock by Parent, Purchaser or any of their Affiliates other than through the Merger and/or any revised proposal made by Parent pursuant to Section 6.2.
Waiver of Standstill Provisions. Notwithstanding anything to the contrary contained herein, the Company may fail to enforce or waive any standstill or similar provision in any confidentiality agreement it has entered into with any Person, whether prior to or after the date hereof, to the extent reasonably necessary to allow such Person to make a confidential proposal to the Company Board.
Waiver of Standstill Provisions. Whereas the Offeror and Xxxxx & Nephew are entering into separate acquisition agreements in relation to the Company Shares under the Parallel Public Offer, and whereas under the terms of subparagraph 7 of the Confidentiality Agreement, the accompanying side letter agreement dated December 19, 2002 and section 4(b) of the process letter from the Company's financial advisors to Xxxxx & Nephew's financial advisor dated January 29, 2003 (together the "Standstill Provisions"), Xxxxx & Nephew has agreed not to acquire, directly or indirectly, any Company Shares without the prior approval of the Company, the Standstill Provisions are hereby waived (1) with respect to Company Shares indirectly acquired in connection with the exchange offer by the Offeror with respect to the Shareholder, and (2) with respect to purchases made pursuant to the Offer.
