Standstill Agreements. (a) Other than in connection with the exercise of its rights pursuant to Section 4.10, or any other transaction approved by the Board of Directors (which must include the approval of the board designees of the Company’s class E common stock), HOOPP agrees that it and its Affiliates will not, without the approval of the Board of Directors including the board designees of the Company’s class E common stock, acquire or publicly announce any intention to acquire shares of Common Stock to the extent HOOPP and its Affiliates would hold of record, beneficially own, or otherwise control the voting with respect to, in excess of 25.0% of the then-outstanding shares of Common Stock after giving effect to such acquisition. DC\1281653.10 (b) Prior to the maturity of all of the Senior Notes, each Holder agrees that it and its Affiliates will not Transfer or acquire shares of Common Stock in an amount that would cause a “Change of Control” (as such term is defined in the Company’s Indentures dated as of September 16, 2010, February 22, 2011 and May 2, 2012 by and among the Company, as Issuer, the Guarantors named therein and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee) to occur after giving effect to such Transfer or acquisition. Any Transfer or acquisition of Common Stock in violation of this Section 3.4(b) will be null and void, and of no legal force or effect. Notwithstanding the foregoing, (i) the Holders may transfer their shares of Common Stock pursuant to Section 4.5 and (ii) CCMP shall be permitted to Transfer its shares or acquire shares of Common Stock pursuant to Section 4.3, Section 4.9 and Article 8, so long as with respect to an acquisition of shares of Common Stock pursuant to Section 4.3 or Section 4.9 only that would cause a “Change of Control” as defined above, the Company is able to refinance its Senior Notes on terms not materially less favorable than the terms of each respective Senior Note and not on terms materially less favorable to similarly situated companies with similar credit ratings.
Appears in 1 contract
Standstill Agreements. (a) Other than in connection with the exercise of its rights pursuant to Section 4.10, or any other transaction approved by the Board of Directors (which must include the approval of the board designees of the Company’s class E common stock), HOOPP Chesapeake agrees that it and its Affiliates will not, without the approval of the Board of Directors including the board designees of the Company’s class E common stock, acquire or publicly announce any intention to acquire shares of Common Stock to the extent HOOPP Chesapeake and its Affiliates would hold of record, beneficially own, or otherwise control the voting with respect to, in excess of 25.0% of the then-outstanding shares of Common Stock after giving effect to such acquisition. DC\1281653.10.
(b) Prior to the maturity of all of the Senior NotesCompany’s 8 1/2% senior notes due 2015, each Holder agrees that it and its Affiliates will not Transfer or acquire shares of Common Stock in an amount that would cause a “Change of Control” (as such term is defined in the Company’s Indentures Indenture dated as of September 16December 1, 2010, February 22, 2011 and May 2, 2012 2005 by and among the Company, as Issuer, the Guarantors named therein and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee) to occur after giving effect to such Transfer or acquisition. Any Transfer or acquisition of Common Stock in violation of this Section 3.4(b) will be null and void, and of no legal force or effect. Notwithstanding the foregoing, (i) the Holders may transfer their shares of Common Stock pursuant to Section 4.5 and (ii) CCMP shall be permitted to Transfer its shares or acquire shares of Common Stock pursuant to Section 4.3, Section 4.9 and Article 8, so long as with respect to an acquisition of shares of Common Stock pursuant to Section 4.3 or Section 4.9 only that would cause a “Change of Control” as defined above, the Company is able to refinance its Senior Notes 8 1/2% senior notes due 2015 on terms not materially less favorable than the terms of each respective Senior Note the 8 1/2% senior notes due 2015 and not on terms materially less favorable to similarly situated companies with similar credit ratings.
(c) Prior to the maturity of the Company’s 8 7/8% senior notes due 2017, each Holder agrees that it and its Affiliates will not Transfer or acquire shares of Common Stock in an amount that would cause a “Change of Control” (as such term is defined in the Company’s Indenture dated as of January 18, 2007 by and among the Company, as Issuer, the Guarantors named therein and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee) to occur after giving effect to such Transfer or acquisition. Any Transfer or acquisition of Common Stock in violation of this Section 3.4(c) will be null and void, and of no legal force or effect. Notwithstanding the foregoing, (i) the Holders may transfer their shares of Common Stock pursuant to Section 4.5 and (ii) CCMP shall be permitted to Transfer its shares or acquire shares of Common Stock pursuant to Section 4.3, Section 4.9 and Article 8, so long as with respect to an acquisition of shares of Common Stock pursuant to Section 4.3 or Section 4.9 only that would cause a “Change of Control” as defined above, the Company is able to refinance its 8 7/8% senior notes due 2017 on terms not materially less favorable than the terms of the 8 7/8% senior notes due 2017 and not on terms materially less favorable to similarly situated companies with similar credit ratings.
Appears in 1 contract
Standstill Agreements. (a) Other than in connection with the exercise of its rights pursuant to Section 4.10, or any other transaction approved by the Board of Directors (which must include the approval of the board designees of the Company’s class E common stock), HOOPP Chesapeake agrees that it and its Affiliates will not, without the approval of the Board of Directors including the board designees of the Company’s class E common stock, acquire or publicly announce any intention to acquire shares of Common Stock to the extent HOOPP Chesapeake and its Affiliates would hold of record, beneficially own, or otherwise control the voting with respect to, in excess of 25.0% of the then-outstanding shares of Common Stock after giving effect to such acquisition. DC\1281653.10.
(b) Prior to the maturity of all of the Senior NotesCompany’s 8 1/2% senior notes due 2015, each Holder agrees that it and its Affiliates will not Transfer or acquire shares of Common Stock in an amount that would cause a “Change of Control” (as such term is defined in the Company’s Indentures Indenture dated as of September 16December 1, 2010, February 22, 2011 and May 2, 2012 2005 by and among the Company, as Issuer, the Guarantors named therein and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee) to occur after giving effect to such Transfer or acquisition. Any Transfer or acquisition of Common Stock in violation of this Section 3.4(b) will be null and void, and of no legal force or effect. Notwithstanding the foregoing, (i) the Holders may transfer their shares of Common Stock pursuant to Section 4.5 and (ii) CCMP shall be permitted to Transfer its shares or acquire shares of Common Stock pursuant to Section 4.3, Section 4.9 and Article 8, so long as with respect to an acquisition of shares of Common Stock pursuant to Section 4.3 or Section 4.9 only that would cause a “Change of Control” as defined above, the Company is able to refinance its Senior Notes 8 1/2% senior notes due 2015 on terms not materially less favorable than the terms of each respective Senior Note the 8 1/2% senior notes due 2015 and not on terms materially less favorable to similarly situated companies with similar credit ratings.
(c) Prior to the maturity of the Company’s 8 7/8% senior notes due 2017, each Holder agrees that it and its Affiliates will not Transfer or acquire shares of Common Stock in an amount that would cause a “Change of Control” (as such term is defined in the Company’s Indenture dated as of January 18, 2007 by and among the Company, as Issuer, the Guarantors named therein and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee) to occur after giving effect to such Transfer or acquisition. Any Transfer or acquisition of Common Stock in violation of this Section 3.4(c) will be null and void, and of no legal force or effect. Notwithstanding the foregoing, (i) the Holders may transfer their shares of Common Stock pursuant to Section 4.5 and (ii) CCMP shall be permitted to Transfer its shares or acquire shares of Common Stock pursuant to Section 4.3, Section 4.9 and Article 8, so long as with respect to an acquisition of shares of Common Stock pursuant to Section 4.3 or Section 4.9 only that would cause a “Change of Control” as defined above, the Company is able to refinance its 8 7/8 % senior notes due 2017 on terms not materially less favorable than the terms of the 8 7/8% senior notes due 2017 and not on terms materially less favorable to similarly situated companies with similar credit ratings.
Appears in 1 contract