Standback Clause Samples

Standback. Subject to the terms and conditions of this Agreement, --------- Snowball will identify X:drive as Snowball's "exclusive file hosting and file management provider" (or other identification as agreed to by the parties) on each Snowball Site. Snowball will not, during the term of this Agreement, enter into any agreement with respect to any of the sites described on Exhibit E --------- (each, a "X:drive Competitor") to promote such X:drive Competitor as a Snowball recommended provider of Web-based file hosting and file management services or to establish a promotional program for Snowball Affiliates similar to the X:drive Program. Exhibit E may be augmented during the term of this Agreement --------- by mutual agreement of the parties. Notwithstanding the foregoing, Snowball will be free to display advertisements (including links) on the Snowball Network that promote other companies that provide services similar to the X:drive Service and to include such advertisements in emails or newsletters distributed by Snowball.
Standback. Each Holder hereby agrees that it shall not sell or otherwise transfer or dispose of any Registrable Securities or any other securities of the Company for the period of time specified by an underwriter of securities of the Company (other than to donees who agree to be similarly bound) not to exceed one hundred eighty (180) days after the effective date of any future registration statement filed by the Company in connection with any underwritten public offering of the Company's Common Stock. In order to enforce the foregoing covenant, the Company may impose legends and stock transfer instructions with respect to the Registrable Securities held by each Holder, and so the shares or securities of every other person subject to the foregoing restriction, until the end of such period.
Standback. Cameron Associates hereby agrees that it shall not sell or otherwise transfer or dispose of any Registrable Shares or any other securities of the Company for the period of time specified by an underwriter of securities of the Company (other than to donees who agree to be similarly bound) not to exceed one hundred eighty (180) days after the effective date of any future registration statement filed by the Company in connection with any underwritten public offering of the Company's Common Stock. In order to enforce the foregoing covenant, the Company may impose legends and stock transfer instructions with respect to the Registrable Securities held by Cameron Associates.
Standback. The Purchaser shall not prepay, or voluntarily or optionally redeem, repurchase, defease or acquire or retire for value, any Subordinated Indebtedness unless the Senior Note Indebtedness has been paid in full. The Purchaser shall not make any payment or prepayment in respect of Subordinated Indebtedness, if, at the time or immediately after giving effect to the payment of such amount, there shall exist a default or an event of default with respect to any Senior Note Indebtedness or in the instrument or instruments under which the same is outstanding, permitting (or which will, with the passage of time or notice or both, permit) the holder or holders thereof (or any representative or agent on behalf of such holder or holders) to accelerate the maturity or demand immediate payment thereof (a “Senior Note Default”). The holder or holders of Subordinated Indebtedness shall not accept, ask for, or demand any payment in respect of Subordinated Indebtedness if such holder or holders are aware that, at the time or after immediately giving effect to the payment of such amount, there shall exist a Senior Note Default, unless and until all Senior Note Indebtedness is paid in full or such Senior Note Default shall have been cured or waived by the holders of the Senior Note Indebtedness or the benefits of this sentence shall have been waived by or on behalf of, and at the sole option of, the holders of the Senior Note Indebtedness. Notwithstanding the foregoing, the suspension of payments described in the preceding sentence shall terminate, and the Purchaser shall be obligated to make all payments of interest on this Note (including any payments not made by virtue of such suspension), if the holders of the Senior Note Indebtedness have not, on or prior to the 180th day after the occurrence of the Senior Note Default, declared all unpaid principal and interest on such Senior Note Indebtedness to be immediately due and payable, unless such Senior Note Default shall have been cured or waived or otherwise ceases to exist pursuant to the terms of such Senior Note Indebtedness. The Holder agrees that so long as payments or distributions for or on account of the Subordinated Indebtedness are not permitted pursuant to this Section 6, the holders of Subordinated Indebtedness shall not, without the prior written consent of holders of Senior Note Indebtedness sufficient to bind all holders of Senior Note Indebtedness, commence, or join with any other creditor in commencing, any p...
Standback. The Holder agrees not to exercise any rights against the Collateral which it would otherwise be entitled to exercise hereunder or pursuant to the Security Agreement upon an Event of Default if at such time there shall exist a Senior Note Default, unless and until all Senior Note Indebtedness has been paid in full or such Senior Note Default shall have been cured or waived by the holders of Senior Note Indebtedness or the benefits of this sentence have been waived by or on behalf of, and at the sole option of, the holders of Senior Note Indebtedness. Notwithstanding the foregoing, the suspension of the right to exercise such rights against the Collateral shall terminate, and the Holder may exercise such rights, if the holders of the Senior Note Indebtedness have not, on or prior to the 180th day after the occurrence of the Senior Note Default, declared all unpaid principal and interest on the Senior Note Indebtedness to be immediately due and payable, unless such Senior Note Default shall have been cured or waived or otherwise ceases to exist pursuant to the terms of the Senior Note Indebtedness.
Standback. If there shall exist a default (payment or otherwise) with respect to any Senior Indebtedness or in the instrument or instruments under which the same is outstanding, permitting (or which will, with the passage of time or notice or both, permit) the holder or holders thereof (or any representative on behalf of such holder or holders) to accelerate the maturity or demand immediate payment thereof (a "SENIOR DEFAULT"), then the holder or holders of Subordinated Indebtedness shall not accept, ask, demand or sue ▇▇▇ any payment in respect of Subordinated Indebtedness for a period of 180 days after the date of such Senior Default (each such period, a "STANDSTILL PERIOD"), if the holder or holders are aware that, at the time or after immediately giving effect to the payment of such amount, there shall exist a Senior Default, unless and until all Senior Indebtedness is paid in full or such Senior Default shall have been cured or waived by the holder or holders of the Senior Indebtedness. As long as any Senior Indebtedness is outstanding during a Standstill Period, the holder or holders of Subordinated Indebtedness shall not, without the prior written consent of holder or holders of Senior Indebtedness sufficient to bind all holders of Senior Indebtedness, commence, or join with any other creditor in commencing any proceeding referred to in clause (v) of the definition of Event of Default. The holders of Senior Indebtedness may not implement a Standstill Period more than once in any 360 day period.