Exceptions to Standstill. Notwithstanding the restrictions set forth in Section 4.1 above:
Exceptions to Standstill. Notwithstanding Section 4.01 or Section 4.02, none of Xxxx Xxxxx nor any Vulcan Stockholder shall be subject to any of the restrictions set forth therein if (a) the Company shall have entered into a definitive agreement providing for, or, in the case of clause (ii) below, the Board of Directors of the Company shall have recommended in favor of, (i) any direct or indirect acquisition or purchase by any Person or Group of a majority of the Common Stock of the Company, (ii) any tender offer or exchange offer that if consummated would result in any Person or Group acquiring a majority of the Common Stock of the Company or (iii) any merger, consolidation, share exchange or other business combination involving the Company which, if consummated, would result in the stockholders of the Company immediately prior to the consummation of such transaction ceasing to own at least a majority of the equity interests in the surviving entity (or any direct or indirect parent of such surviving entity); (b) any Person or Group (other than the Company, any Class B Holder, any Vulcan Party or any Group that includes a Vulcan Party or a Class B Holder) acquires 25% or more of the number of then outstanding shares of Common Stock or other voting securities of the Company having the right to vote generally in the election of Directors; (c) any Class B Holder, Principal, Family Group Member or any of their respective Affiliates commences (x) a “going private” transaction subject to Rule 13e-3 under Section 13(e) of the Exchange Act involving the Company or any of its material subsidiaries or (y) a transaction of the type contemplated in clause (a) above; or (d) the KG Termination Date shall have occurred.
Exceptions to Standstill. Notwithstanding anything in Section 2.1 to the contrary, it shall not be a breach of this Agreement if Priceline or its Subsidiaries:
Exceptions to Standstill. (a) Notwithstanding anything in Section 2.1 to the contrary, it shall not be a breach of this Agreement if the Shareholder or its Affiliates:
Exceptions to Standstill. Notwithstanding anything in Section 4.03 to the contrary, it shall not be a breach of this Agreement if such Investor or its Affiliate:
Exceptions to Standstill. The prohibitions in Section 4.1(a) shall not apply to the activities of any Cinven Shareholder or any of their respective Affiliates in connection with:
Exceptions to Standstill. (a) Notwithstanding Section 8.1, the Sonera Holders, collectively or individually may:
Exceptions to Standstill. MTVN shall not be subject to any of the restrictions set forth in Section 4.01 if (a) the Board determines to solicit bids for the acquisition of RealNetworks, (b) the Board shall have recommended in favor of or shall have entered into a definitive agreement providing for any Business Combination except that references to 20% of any class of Equity Securities of RealNetworks or any resulting parent company of RealNetworks in the definition thereof shall be changed to the greater of (A) 35% of the Voting Stock of RealNetworks or any resulting parent company of RealNetworks and (B) one share more than the number of shares of Voting Stock of RealNetworks or any resulting parent company of RealNetworks then Beneficially Owned by Rxxxxx Xxxxxx, for purposes hereof, (c) any Person or Group (other than MTVN or any Group that includes MTVN), at any point in time, acquires, has acquired or otherwise has Beneficial Ownership of the greater of (A) 35% of the Voting Stock of RealNetworks or any resulting parent company of RealNetworks and (B) one share more than the number of shares of Voting Stock of RealNetworks or any resulting parent company of RealNetworks then Beneficially Owned by Rxxxxx Xxxxxx or (d) any Person (other than MTVN or its Affiliates) commences a “going private” transaction subject to Rule 13e-3 under Section 13(e) of the Exchange Act involving RealNetworks. For purposes of this Article IV, neither RealNetworks nor Rxxxxx Xxxxxx shall be deemed to be an Affiliate of MTVN or part of a Group with MTVN or any of its Affiliates.
Exceptions to Standstill. Notwithstanding anything herein to the contrary, Section 6.17 hereof shall not prevent a Seller from directly or indirectly and whether alone or by acting jointly or in concert with any other person, in any manner (a) making any confidential proposal to the Board of Directors to acquire all of the outstanding Purchaser Shares or assets of the Purchaser, which proposal may provide that the acquisition may be made by means of a merger, business combination, tender offer, exchange offer, take-over bid, statutory arrangement, business combination or similar transaction, or (b) making an offer at a higher price per share than the transaction or offer referred to hereinafter in clauses (i) or (ii) of this Section 6.18 (which offer must first be presented to the Board of Directors and for which the Board of Directors shall be permitted five Business Days for its due consideration) for, or an acquisition of, all of the outstanding Purchaser Shares or assets of the Purchaser if (i) the Purchaser has approved or entered into (or has announced the approval or entering into of) a definitive agreement (which for greater certainty does not include a letter of intent), with a person other than any Seller or any person acting jointly or in concert with any Seller (a “Third Party”), for an acquisition by, or a disposition to, such Third Party of at least 50.1% of the outstanding Purchaser Shares or all or substantially all of the assets of the Purchaser whether by way of a merger, business combination, tender offer, exchange offer, take-over bid, statutory arrangement, business combination or similar transaction, or (ii) a Third Party has commenced a take-over bid or exchange offer for, or has publicly announced or disclosed an intention to commence a take-over bid or exchange offer for at least 50.1% of the outstanding Purchaser Shares, which take-over bid or exchange offer has been accepted or recommended by the Board of Directors or in respect of which the Board of Directors has failed to publicly make a recommendation (which for greater certainty shall include a recommendation in favour or against such offer) as to whether such take-over bid or exchange offer should be accepted by shareholders of the Purchaser within the period required by applicable securities Laws.
Exceptions to Standstill. Notwithstanding the foregoing Section 5, nothing in this Agreement shall restrict the ability of any member of the Exar Board of Directors who is affiliated with the Stockholder from performing his or her duties as a director of Exar and acting in his or her capacity as a director of Exar, including, without limitation, carrying out his or her fiduciary duties to the stockholders of Exar.
