Required Standstill Provisions definition

Required Standstill Provisions means with respect to any Pledged Equity Security Agreement and with respect to any Pledged Equity Secured Party and Pledged Equity Collateral Agent thereunder, terms pursuant to which such Pledged Equity Secured Party and Pledged Equity Collateral Agent agree substantially to the effect that:
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Required Standstill Provisions means with respect to any Pledged Equity Security Agreement and with respect to any Pledged Equity Secured Party and Pledged Stock Collateral Agent thereunder, terms pursuant to which such Pledged Equity Secured Party and Pledged Equity Collateral Agent agree substantially to the effect that:
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Required Standstill Provisions as defined in the Guarantee and Collateral Agreement.
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Examples of Required Standstill Provisions in a sentence

  • The “Significant Event” relevant here that could release the bidder from the Required Standstill Provisions before their temporal expiration of July 1, 2014 is “the entry by LSI into any merger, sale or other business combination transaction with a person other than [bidder] (or any person acting jointly or in concert with [the bidder]) pursuant to which the outstanding shares of common stock of LSI would be converted into cash or securities of another person….” Avago Confidentiality Agreement at ¶5(A).

  • Thus, if one simply substitutes the name of the new bidder for “Avago” in the Required Standstill Provisions, rendering a standstill at least as favorable to LSI (and at least as restrictive upon the signatory), it becomes clear that the bidder cannot proceed with a proposal to acquire LSI.

  • Hertz hereby covenants that it will not pledge its limited liability company interests in HVIF (the “SPV Issuer Equity”) for the benefit of one or more Pledged Equity Secured Parties pursuant to any Pledged Equity Security Agreement unless such Pledged Equity Security Agreement contains the Required Standstill Provisions.

  • It is possible that the LSI Board could be relying on the language of the Required Standstill Provisions that prohibits bids for the Company “unless you shall have been specifically invited in writing by LSI” to do so.

  • But the new bidder cannot come forward with a new superior proposal because it is prohibited by the Required Standstill Provisions from making any offer for the Company.

  • The Required Standstill Provisions cannot “fall away” of their own terms because LSI cannot enter into a merger “with someone other than the signatory bidder” – any other bidder would be locked down as well by a standstill agreement.

  • Nor could the LSI Board release the newly emerging bidder from the Required Standstill Provisions because the Anti-Waiver Provision contractually prevents the LSI Board from doing so.

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More Definitions of Required Standstill Provisions

Required Standstill Provisions as defined in the Canadian Indenture and set forth on Schedule 1.1(h) and any “Required Standstill Provisions” (or term of similar import) in any refinancing of the Canadian Indenture. “Canadian Securitization Entity”: TCL Funding Limited Partnership, Hertz Canada Limited Partnership, Hertz Canada Vehicles Partnership and DTGC Car Rental Limited Partnership. “Canadian SPV Issuer Equity”: the partnership interests in each Canadian Securitization Entity and the shares in Dollar Thrifty Automotive Group Canada Inc., and Hertz Canada (N.S.) Company. “Canadian Subsidiary”: any Subsidiary that is organized under the laws of Canada or any province or territory thereof. “Capital Stock”: of any Person, any and all shares of, rights to purchase, warrants or options for, or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. “Capitalized Lease Obligation”: an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP. The Stated Maturity of any Capitalized Lease Obligation shall be the date of the last payment of rent or any other amount due under the related lease.
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Related to Required Standstill Provisions

  • Required disclosure means disclosure by the director who has a conflicting interest of:

  • Term Loan Standstill Period has the meaning provided in Section 8.01(b).

  • Mandatory Trigger Provision means, as to any Qualifying Capital Securities, provisions in the terms thereof or of the related transaction agreements that:

  • Standstill Agreement shall have the meaning set forth in Section 6.03.

  • Specific Redemption Provisions means, with respect to a Special Dividend Period either, or any combination of, (i) a period (a "Non-Call Period") determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during which the shares of AMPS subject to such Dividend Period shall not be subject to redemption at the option of the Corporation and (ii) a period (a "Premium Call Period"), consisting of a number of whole years and determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during each year of which the shares of AMPS subject to such Dividend Period shall be redeemable at the Corporation's option at a price per share equal to $25,000 plus accumulated but unpaid dividends plus a premium expressed as a percentage of $25,000, as determined by the Board of Directors of the Corporation after consultation with the Auction Agent and the Broker-Dealers.

  • Public Information Act or “PIA” means Chapter 552 of the Texas Government Code.

  • ESG Pricing Provisions has the meaning specified in Section 2.18.

  • provisions means "provisions, terms, agreements, covenants and/or conditions"; (iii) "lien" shall mean "lien, charge, encumbrance, title retention agreement, pledge, security interest, mortgage and/or deed of trust"; (iv) "obligation" shall mean "obligation, duty, agreement, liability, covenant and/or condition"; (v) "any of the Leased Premises" shall mean "the Leased Premises or any part thereof or interest therein"; (vi) "any of the Land" shall mean "the Land or any part thereof or interest therein"; (vii) "any of the Improvements" shall mean "the Improvements or any part thereof or interest therein"; (viii) "any of the Equipment" shall mean "the Equipment or any part thereof or interest therein"; and (ix) "any of the Adjoining Property" shall mean "the Adjoining Property or any part thereof or interest therein".

  • Surviving Provisions has the meaning specified in Section 10.02.

  • Subordination Provisions has the meaning specified in Section 8.01(l).

  • Communications Provisions means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations.

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Solicitation Amendment (or Addendum means a written document that is authorized by the Procurement Officer and issued for the purpose of making changes to the Solicitation.

  • Negative Covenants The Postpetition Financing Documents shall contain negative covenants of the Borrower acceptable to the Lender.

  • Affirmative Covenants The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Documentation Precedent) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (other than solely with respect to, or resulting solely from an upcoming maturity date under any series of indebtedness occurring within one year from the time such opinion is delivered) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget (it being understood that the public REIT reporting that includes the Borrower shall satisfy the Borrower’s reporting obligations so long as it includes a consolidating income statement and balance sheet for the Borrower); delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws; inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; and payment of taxes.

  • Other Definitional Provisions set forth in Section 1.2 of the Basic Servicing Agreement are incorporated by reference into this 2017-3 Servicing Supplement.

  • Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.

  • Disclosure to information norm means the Policy shall be void and all premium paid thereon shall be forfeited to the Company, in the event of misrepresentation, mis-description or non-disclosure of any material fact.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Existing Confidentiality Agreement shall have the meaning set forth in Section 6.6.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Standstill Period has the meaning set forth in Section 3.1.

  • REIT Provisions of the Code means Sections 856 through 860 of the Code and any successor or other provisions of the Code relating to real estate investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated thereunder.

  • Restrictive Covenant Agreement means any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

  • Transfer Provisions means the provisions of Section 00-00-000 of the FILOT Act, as amended or supplemented from time to time, concerning, among other things, the necessity of obtaining County consent to certain transfers. Any reference to any agreement or document in this Article I or otherwise in this Fee Agreement shall include any and all amendments, supplements, addenda, and modifications to such agreement or document.