Standstill Parties shall have the meaning set forth in Section 3.1.
Standstill Parties means, with respect to any Shareholder, such Shareholder, its Controlling Persons, its Controlled Affiliates, any Controlled Affiliate of any Controlling Person of such Shareholder and any Person acting on behalf of any of the foregoing, in each case, pursuant to a Contract; provided that for the purposes of this definition, neither the Company, nor any of its Controlled Affiliates, nor VIP-R, nor any of its Controlled Affiliates, shall be deemed Controlled Affiliates of any Shareholder or any Controlling Person of any Shareholder.
Standstill Parties has the meaning set forth in Section 1(j).
Examples of Standstill Parties in a sentence
Each of the Standstill Parties, the Administrative Agent and the Standstill Lenders irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Amendment or the actions of the Administrative Agent or any Standstill Lender in the negotiation, administration, performance or enforcement thereof.
FranceChairman and Chief Executive Officer, NASCAR May 12, 2004Norman J.
Notwithstanding any other provision of this Section 3, this Section 3 shall not prohibit or restrict any Disposition of Shares of Then Outstanding Common Stock and/or Common Stock Equivalents by the Standstill Parties into (a) a tender offer by a Third Party, approved by a majority of the Board of Directors, that if completed in accordance with its terms would result in a Change of Control (a “Third Party Tender Offer”) or (b) an issuer tender offer by the Company.
No provision or term hereof may be amended, modified or otherwise changed except by an instrument in writing, specifying the same, duly executed by each of the Standstill Parties.
Notwithstanding any other provision of this Section 4, this Section 4 shall not prohibit or restrict any Disposition of Ordinary Shares by the Standstill Parties into (a) a tender, exchange or other offer by a Third Party, unless the Investor is then in breach of its obligations pursuant to Section 3.1 with respect to the tender, exchange or other offer or (b) an issuer tender, exchange or other offer by the Company or any other buy-backs of shares by the Company.
More Definitions of Standstill Parties
Standstill Parties means, with respect to a Party (other than VIP), such Party, its Controlling Persons, its Controlled Affiliates, any Controlled Affiliate of any Controlling Person of such Party and any Person acting on behalf of any of the foregoing, in each case, pursuant to a Contract; provided, -------- however, that for the purposes of this definition, neither VIP, nor any of its ------- Controlled Affiliates, nor the Company, nor any of its Controlled Affiliates shall be deemed Controlled Affiliates of any Party or any Controlling Person of any Party. "Telenor" has the meaning specified in the preamble. "Telenor Guarantee Agreement" shall mean the Guarantee Agreement, dated as of the date hereof, between and among Telenor ASA, Eco Telecom, VIP and the Company. "Telenor Service Obligation Agreement" shall mean the Telenor Service Obligation Agreement dated as of April 1, 1999, between Telenor Russia AS and the Company. "Third Closing" has the meaning specified in the Primary Agreement. "Third Closing Date" has the meaning specified in the Primary Agreement. "Third-Party Pledge Agreement" has the meaning specified in Section 4.03(a). "Transfer" shall mean any direct or indirect sale, exchange, transfer (including, without limitation, any transfer by gift or operation of law, or any transfer of an economic interest in any derivative security of any Security), assignment, distribution or other disposition, or issuance or creation of any option or any voting proxy, voting trust or other voting agreement in respect of any Person or instrument (including, without limitation, any of the Securities), whether in a single transaction or a series of related transactions, including without limitation, (a) the direct or indirect enforcement or foreclosure of any Lien or (b) any Change of Control; provided, that nationalization, -------- expropriation, confiscation, bankruptcy (other than any bankruptcy initiated by the petition of any Party, or any Affiliate of such Party), arrest or any similar Action or Proceeding initiated by any Governmental or Regulatory Authority in respect of any Person or instrument shall not constitute a Transfer. "UNCITRAL Rules" has the meaning specified in Section 11.01(a). "Value of the Company" has the meaning specified in Schedule 3 hereto. "Value of VIP" has the meaning specified in Schedule 3 hereto. 9 <PAGE> "VIP" has the meaning specified in the preamble. "Voting Securities" shall mean, collectively, Common Stock, Preferred Stock and any other S...
Standstill Parties means (i) with respect to the CPPIB Stockholders, the “Direct Private Equity group” of the Canada Pension Plan Investment Board (“CPP Investments”), including any bona fide successor groups of the Direct Private Equity group that result from any of CPP Investments’ internal reorganization or group or department name change, (ii) with respect to the OTPP Stockholders, the “Private Capital group” of the Ontario Teachers’ Pension Plan Board (“OTPPB”), including any bona fide successor groups of the Private Capital group that result from any of OTPPB’s internal reorganization or group or department name change, (iii) with respect to the Warburg Stockholders, the Warburg Funds and (iv) with respect to the Apax Stockholders, the Apax Funds. Notwithstanding anything to the contrary in this Agreement, no “portfolio company” (as such term is customarily used in the private equity industry), of any Investor Stockholder or Standstill Party, or any entity that is controlled by a “portfolio company” of an Investor Stockholder or Standstill Party, shall be a Standstill Party or otherwise subject to Section 5.
Standstill Parties means (i) the PIMCO Investors and their Affiliates (other than any Allianz Entity, except to the extent pursuant to clause (iii) below, and other than any Related Fund of the PIMCO Investors or any of their Affiliates, except to the extent pursuant to clauses (iv) or (v) below), (ii) any other Person that is a holder of a Warrant and/or a lender party to the Credit Agreement and such Person’s Affiliates, (iii) any Allianz Entity to the extent that such Allianz Entity (a) receives confidential information regarding the Company or any of its Affiliates from or on behalf of any other Standstill Party, it being understood that, for purposes of this definition, confidential information shall not include summary ordinary course information relating to reporting for tax, accounting or investment positions, but confidential information shall include (x) any materials delivered to the Board of Directors and (y) any projections relating to the Company or any of its Affiliates, (b) is acting at the direction, request or encouragement of any other Standstill Party or (c) holds any of the Warrants or any of the commitments or Loans under the Facilities (including pursuant to a participation interest), (iv) any PIMCO Fund over which the PIMCO Investors or any of their controlled Affiliates (a) controls (or has the right to control) investment decisions or (b) otherwise causes the direction of the investment policies of such PIMCO Fund and (v) any fund or investment vehicle managed or advised by a non-controlled Affiliate of the PIMCO Investors if such Affiliate (a) receives confidential information regarding the Company or any of its Affiliates from or on behalf of any other Standstill Party, (b) is acting at the direction, request or encouragement of any other Standstill Party or (c) holds any of the Warrants or any of the commitments or Loans under the Facilities (including pursuant to a participation interest).
Standstill Parties shall have the meaning set forth in Section 8.1.
Standstill Parties means, with respect to a Party (other than VIP), such Party, its Controlling Persons, its Controlled Affiliates, any Controlled Affiliate of any Controlling Person of such Party and any Person acting on behalf of any of the foregoing, in each case, pursuant to a Contract; provided, however, that for the purposes of this definition, neither VIP, nor any of its Controlled Affiliates, nor the Company, nor any of its Controlled Affiliates shall be deemed Controlled Affiliates of any Party or any Controlling Person of any Party.
Standstill Parties has the meaning set forth in Section 5.03(a).
Standstill Parties means, collectively, (i) SCG and its controlled Affiliates, which includes the Purchaser, and (ii) STWD and its Subsidiaries.