Standstill Arrangements. Each of the Stockholders agrees that, during the period from the date of this Agreement through July 13, 2008 (the “Standstill Period”), neither it nor any of its Affiliates or Associates will, without the written consent of Arbinet, directly or indirectly, solicit, request, advise, assist or encourage others to (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer of propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any assets of Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated acquisition of assets of Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (ii) any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) ...
Standstill Arrangements. Until the termination of this Agreement (or thereafter if this Agreement terminates as a result of the SA Group's breach of this Agreement), and for so long as the SA Group Nominees serve as directors and JLS serves as Co-Chairman of the Board (other than the failure of any such person to serve by reason of death, disability, resignation or declining to be nominated or elected), each member of the SA Group hereby agrees that, except as otherwise permitted hereby or actions taken by the SA Nominees solely in their capacities as directors, neither it nor any of its members or any of their Affiliates, acting alone or as part of a group with any other person, will, directly or indirectly:
Standstill Arrangements. Each of the NNS Parties agrees, for itself and its Affiliates, that, during the Standstill Period, it will not in any manner, directly or indirectly (unless requested by the Company):
Standstill Arrangements. Each of the JHC Entities agrees that, during the period from the date of this Agreement through January 22, 2005 (the "Standstill Period"), neither it nor any of its Affiliates or Associates will, without the written consent of FairMarket, directly or indirectly, solicit, request, advise, assist or encourage others to:
Standstill Arrangements. Until the third anniversary after the first date on which the Stockholder and the Parent in the aggregate cease to Beneficially Own at least _______ shares of Company Common Stock [5% of the Company Common Stock outstanding after giving effect to the completion of the transactions contemplated by the Purchase Agreement]:
Standstill Arrangements. Each of the Stockholders agrees that, during the period from the date of this Agreement through July 13, 2008 (the “Standstill Period”), neither it nor any of its Affiliates or Associates will, without the written consent of Arbinet, directly or indirectly, solicit, request, advise, assist or encourage others (other than exercising their rights to vote their respective Shares at an annual or special meeting of the stockholders of Arbinet, in each instance in compliance with the terms of this Agreement), to (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer of propose (whether publicly or otherwise) to effect or participate in, (i) except as permitted in Section 4, any acquisition of any securities (or beneficial ownership thereof) or assets of Arbinet or any of its subsidiaries; (ii) any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries; provided, however, that nothing contained herein shall prohibit Xxxx Xxxxxxxxx (“Mashinsky”), subject to his duties and obligations as a director, from participating in any discussions at any meeting of the Board, including voting on any proposals properly brought before the Board, regarding any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries to the extent that such tender or exchange offer, merger or other business combination is properly on the agenda for such meeting of the Board; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consent to vote any voting securities of Arbinet; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act); (c) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of Arbinet; provided, however, that nothing contained herein shall prohibit Mashinsky from exercising his duties and obligations as a director of Arbinet; (d) nominate any persons as a director of Arbinet (A) under Arbinet’s Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws, or (B) pursuant to Rule 14a-8 promulgated under the Exchange Act, or propose any matter to be...
Standstill Arrangements. The Purchaser agrees that for a period of four (4) years after the Closing Date (the “Standstill Period”), without the prior written consent of the Company, the Purchaser shall not, nor shall it permit any of its Affiliates to, nor shall the Purchaser agree, or advise, assist, encourage, provide information or provide financing to other Persons, or permit any of its Affiliates to agree, or to advise, assist, encourage, provide information or provide financing to other Persons, to, individually or collectively, directly or indirectly:
Standstill Arrangements. Section 2.1Standstill. Subject to the terms and conditions of this Agreement, for a period commencing on the date of execution of this Agreement and ending on the earlier of (a) the occurrence of a Termination Event or (b) the Effective Refinancing Date (such period, the “Standstill Period”), the Holder hereby agrees to forebear from exercising its rights under the terms of the Original Note Documents in respect of the Existing Defaults and from taking any Action (including filing any petition to wind up the Issuer) to require or enforce payment of principal and interest amounts due and payable thereunder, provided that nothing in this Section 2.1 shall restrict or prevent the Holder from serving any notice of termination following the occurrence of a Termination Event in accordance with the terms of Section 8.1.
Standstill Arrangements. Family Securities hereby agrees that, from and after the effective date of this Agreement and prior to the Termination Date (as hereinafter defined), neither Family Securities nor any of the Affiliates will, directly or indirectly, or will solicit, request, advise, assist or encourage others, directly or indirectly, to:
Standstill Arrangements. Until the third anniversary after the first date on which the Stockholder and the Parent in the aggregate cease to Beneficially Own at least 4,272,890 shares of Company Common Stock:
