Stand-Still Provisions. For a period of five years from the date hereof, neither the Seller, nor any affiliate of Seller, shall, directly or indirectly:
Stand-Still Provisions. Subject to the terms of SECTIONS 2 and 6 hereof and subsection 8.20 of the Sanwa Loan Agreement, upon the occurrence and during the continuance of a default with respect to the Subordinated Debt (other than by reason of a Payment Default or a Blockage Period) the Subordinated Creditor may ask or make demand for payment of any payment of any Subordinated Debt then due in accordance with the terms of the Subordinated Debt Documents, but shall not take any other action to enforce payment of such amount or take any other Collection Action with respect to the Subordinated Debt or the Borrower or any guarantor until the earliest to occur of:
Stand-Still Provisions. In consideration of, among other things, the time and effort expended and to be expended by Buyer in considering and executing the transaction contemplated by this Agreement and obtaining and executing the loan transaction contemplated. by the Commitment Letter, Seller agrees that for a period beginning on the date of this Agreement and. expiring on the second anniversary of the Closing, none of Seller, Management nor any of their respective affiliates shall, directly or indirectly, (i) acquire, propose, seek, offer or agree to acquire or facilitate the acquisition or beneficial ownership of, any securities or assets of Buyer or any of its subsidiaries, any warrant, option or other right to purchase any such securities or assets, or any securities convertible into any such securities, (ii) make, enter, propose, seek, offer or agree to enter or facilitate any tender offer, merger, business combination, recapitalization, restructuring or other extraordinary transaction involving Buyer or any of its subsidiaries, (iii) make, or in any participate or engage in, any solicitation of proxies or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of Buyer, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of Buyer, (v) call, request the calling of, or otherwise seek or assist in the calling, of a special meeting of the stockholders of Buyer, (vi) otherwise act, alone or in concert with others, to seek to control or influence the management or policies of Buyer, (vii) disclose any intention, plan or arrangement prohibited by or inconsistent with the foregoing or (viii) or advise, assist or encourage any third party in connection with any of the foregoing.
Stand-Still Provisions. 7.1 Commencing immediately upon execution of the Agreement, except for activities undertaken in connection with the transactions contemplated herein, including the Concurrent Financing: (a) Sky Ridge will not, nor will it permit any of its respective officers, employees, consultants or agents (including without limitation, investment bankers, attorneys and accountants) to directly or indirectly solicit, discuss, encourage or accept any offer for the purchase, joint venture, option or financing of its business, and (b) Southern Arc will not, nor will it permit any of its respective officers, employees, consultants or agents (including without limitation, investment bankers, attorneys and accountants) to directly or indirectly solicit, discuss, encourage or accept any offer for the purchase, joint venture or option, or indirectly dispose of, joint venture, option, grant a royalty upon or a back-in right with respect to, or otherwise encumber, the Licenses, whether as a primary or back-up offer, or take any other action with the intention or reasonably foreseeable effect of leading to a transaction contrary in intent to the Acquisition. In addition, the parties will conduct their respective operations according to their ordinary and usual course of business consistent with past practices, and the parties will not enter into any material transactions or incur any material liabilities without first obtaining the consent of the other parties hereto, which consent will not be unreasonably withheld or delayed.
Stand-Still Provisions
