SpinCo Standstill Sample Clauses

SpinCo Standstill. No member of the Icahn Group shall, directly or indirectly, from the date of this Agreement until the earlier of (X) the 30th day immediately following the first annual meeting of SpinCo’s stockholders after the Separation Effective Time if such annual meeting is less than nine (9) months following the Separation Effective Time, or the day immediately following the first annual meeting of SpinCo’s stockholders after the Separation Effective Time if such annual meeting is more than nine (9) months following the Separation Effective Time, and (Y) the twelve-month anniversary of the Separation Effective Time (such period, the “SpinCo Standstill Period”)), with respect to SpinCo and its controlled Affiliates which are not publicly traded entities: (a) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, the Voting Securities of SpinCo, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any third party in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote or withhold from voting any Voting Securities of SpinCo (other than such encouragement, advice or influence that is consistent with Company or SpinCo management’s recommendation in connection with such matter); (b) encourage, advise or influence any other person or assist any third party in so encouraging, assisting or influencing any person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any type of referendum (other than such encouragement, advice or influence that is consistent with Company or SpinCo management’s recommendation in connection with such matter); (c) form or join in a partnership, limited partnership, syndicate or a “group” as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities of SpinCo, or otherwise support or participate in any effort by a third party with respect to the matters set forth in this Section 4; (d) present (or request to present) at any annual meeting or any special meeting of SpinCo’s stockholders, any proposal for consideration for action by stockholders or propose (or request to propose) any nominee for election to the board of directors of SpinCo (the “SpinCo Board”) or seek representation on the SpinCo Board or the remo...