Standstill and Voting Sample Clauses
Standstill and Voting. (a) Each Investor agrees that during the period beginning on the date of this Agreement and ending on the later of such time as (i) the Loans have been repaid in full and the Exit Fee has been paid, and (ii) the Investors Beneficially Own, in the aggregate, a number of Covered Securities representing (or convertible, exchangeable, redeemable or exerciseable into) less than ten percent (10%) of the total number of Common Shares of the Company on a fully diluted basis (such later period, the “Investor Covenant Period”); then, without the prior written consent of the Company, each Investor will not at any time, nor will it cause or permit any of its Non-Excluded Affiliates to, except as expressly permitted by the Transaction Documents, acquire, make any proposal or offer to acquire, or propose or facilitate the acquisition of, directly or indirectly, by purchase or otherwise, record or Beneficial Ownership of any additional equity securities of the Company, including Common Shares, or securities of the Company convertible, exchangeable, redeemable or exercisable into such equity securities (other than Common Shares issued or issuable as a result of any stock split, stock dividend or distribution, subdivision, recapitalization or other similar transaction of Common Shares, upon exchange of Common Partnership Units or under the Warrant Agreement). During the Investor Covenant Period, without the prior written consent of the Company, each Investor agrees that it will not at any time, nor will it cause or permit any of its Non-Excluded Affiliates to, except as expressly permitted by the Transaction Documents, directly or indirectly:
(i) enter into, agree to enter into, commence or submit any merger, consolidation, tender offer, exchange offer, business combination, share exchange, recapitalization, restructuring or other extraordinary transaction involving the Company, any subsidiary or division of the Company (including, but not limited to, the Operating Partnership), or any of their respective securities or assets or take any action that would reasonably be expected to require the Company to make a public announcement regarding the possibility of any such transaction;
(ii) tender into a tender or exchange offer commenced by a third party other than a tender or exchange offer that the Board has affirmatively publicly recommended to the Company’s stockholders that such stockholders tender into such offer and has not publicly withdrawn or changed such recommendati...
Standstill and Voting a. The Ancora Parties each agree that during the Standstill Period, the Ancora Parties and the Ancora Affiliates will not (and they will not assist or encourage others to), directly or indirectly, in any manner, without prior written approval of the Board:
i. take any actions, including acquiring, seeking to acquire or agreeing to acquire (directly or indirectly, whether by market purchases, private purchases, tender or exchange offer, through the acquisition of control of another person, by joining a “group” (within the meaning of Section 13(d)(3) of the Exchange Act), through swap or hedging transactions or otherwise) any shares of Common Stock or Warrants (or Beneficial Ownership thereof) or any securities convertible or exchangeable into or exercisable for any shares of Common Stock or Warrants (or Beneficial Ownership thereof) (including any derivative securities or any other rights decoupled from the underlying securities of the Corporation) such that the Ancora Parties would Beneficially Own in excess of 9.9% of the shares of Common Stock outstanding at such time;
ii. other than in open market sale transactions where the identity of the purchaser is not known, sell, offer, or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Corporation or any rights decoupled from the underlying securities held by the Ancora Parties to any person or entity not (A) a party to this Agreement,
Standstill and Voting. 8.1 Standstill 28 8.2 Voting 30
Standstill and Voting
Standstill and Voting. 8.1 Standstill 28 8.2 Voting 30
Standstill and Voting