Voting and Standstill Agreement definition

Voting and Standstill Agreement means the Amended and Restated Voting and Standstill Agreement, dated as of May 2, 2016, by and among the Company, each Investor, certain members of the Company and the other parties named therein.

Voting and Standstill Agreement has the meaning set forth in the Recitals.

Voting and Standstill Agreement means the Voting and Standstill Agreement, dated May 3, 1999, executed by the Company, Holdings and PHL in connection with the Stock Purchase Agreement.

Examples of Voting and Standstill Agreement in a sentence

• Copies of the Voting and Standstill Agreement and the Share Ownership Agreement will be furnished by the Corporation without charge to each shareholder who so requests.

• In addition to any legend required under the Voting and Standstill Agreement, the book-entry or certificated form of the Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

• Except for the Voting and Standstill Agreement, as set forth on Section 3.1(f) of the Disclosure Schedules, or as specifically disclosed in the most recently filed annual report on Form 10-K or subsequent SEC Reports, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

• Subject to the restrictions set forth in the Voting and Standstill Agreement, while the Registration Statement remains effective, a Celgene Party may sell the Shares accordance with the plan of distribution contained in the Registration Statement and if it does so it will comply therewith and with the related prospectus delivery requirements unless an exemption therefrom is available.

• Holdings may exercise the demand and piggy-back registration rights to which it is entitled under this Agreement only at a time at which the Holdings Ownership Percentage (as such term is defined in the Voting and Standstill Agreement) exceeds 10% or Holdings is otherwise deemed by the Company to be an Affiliate of the Company.

More Definitions of Voting and Standstill Agreement

Voting and Standstill Agreement means the Voting and Standstill Agreement by and between the Company and the Purchaser of even date herewith.

Voting and Standstill Agreement means the Voting and Standstill Agreement to be entered into by the Buyer, Holdings and PHL at the Closing in the form attached hereto as Exhibit I.

Voting and Standstill Agreement means the Voting and Standstill Agreement, dated June 29, 2015, by and among the Company, Parent and Celgene RIVOT Ltd., as modified by the Amended Letter Agreement, dated January 21, 2018, by and between the Company and Parent.

Voting and Standstill Agreement means the Amended and Restated Voting and Standstill Agreement, dated as of May 2, 2016, by and among the Company and the investors named therein, as the same may be amended, supplemented, restated or otherwise modified from time to time.

Voting and Standstill Agreement has the meaning set forth in Section 7.6(c).

Voting and Standstill Agreement means the Voting and Standstill Agreement by and among the Company, Tencent and Red River, dated as of the date hereof.

Voting and Standstill Agreement is defined in Section 4.2(d). THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER THE COMPANY MAY REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT TO EVIDENCE COMPLIANCE WITH THE FOREGOING. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE VOTING AND STANDSTILL AGREEMENT DATED AS OF DECEMBER 23, 2008 BETWEEN THE COMPANY, THE INITIAL PURCHASERS OF THE NOTES AND CERTAIN OF THEIR AFFILIATES. THE COMPANY WILL REFUSE TO REGISTER THE TRANSFER OF THIS NOTE EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT. No. [ ] [Date] $[ ] FOR VALUE RECEIVED, the undersigned, HUNTSMAN CORPORATION (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on December 23, 2018, with interest (computed on the basis of a 360-day year of twelve 30 day months) on the unpaid balance hereof at the rate of 7.0% per annum from the date hereof (subject to adjustment as described below), payable semiannually in arrears, on July 1 and January 1 in each year, commencing July 1, 2009, until the principal hereof shall have become due and payable. All accrued and unpaid interest shall also be due and payable on December 23, 2018. The Company will pay interest on overdue principal and, to the extent lawful, interest at a rate per annum of 9%. Payments of principal of and interest on this Note are to be made in lawful money of the United States of America, at 000 Xxxxxxxx Xxx, Xxxx Xxxx Xxxx, Xxxx 00000 or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. Notwithstanding the foregoing paragraph or any other provisions of this Note or the Note Purchase Agreement: