Common use of Standstill Covenant Clause in Contracts

Standstill Covenant. Infinity World agrees that, without the prior written consent of the Company, it shall not, nor shall any of its Affiliates: (i) acquire or offer to acquire or agree to acquire (including in the public markets) from any Person, directly or indirectly, by purchase or merger, through the acquisition of control of another Person, by joining a partnership, limited partnership or other “group” (within the meaning of Section 13(d)(3) of the Exchange Act) or otherwise, beneficial ownership of in excess of twenty percent (20%) of the outstanding Common Stock of the Company, or direct or indirect rights (including convertible securities) or options to acquire such beneficial ownership (or otherwise act in concert with respect to any such securities, rights or options with any Person that so acquires, offers to acquire or agrees to acquire); (ii) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote (as such terms are used in the Regulation 14A promulgated under the Exchange Act), become a “participant” in any “election contest” (as such terms are defined in Rule 14a-11 promulgated under the Exchange Act) or initiate, propose or otherwise solicit stockholders of the Company for the approval of any stockholder proposals, in each case with respect to the Company; provided, however, that the foregoing shall not apply to any person who is a director of the Company acting in his capacity as a director of the Company with respect to matters approved by a majority of the Board of Directors of the Company; or (iii) form, join, in any way participate in, or encourage the formation of, a group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company; or (iv) deposit any securities of the Company into a voting trust, or subject any securities of the Company to any agreement or arrangement with respect to the voting of such securities, or other agreement or arrangement having similar effect to which, in each case, a Person who is not an Affiliate of Infinity World is a party; or provided, however, that no such ownership in excess of twenty percent (20%) shall be deemed to have occurred solely due to (1) a stock split, reverse stock split, reclassification, reorganization or other transaction by the Company affecting any class of the outstanding capital stock of the Company generally (2) a stock dividend or other pro rata distribution by the Company to holders of its outstanding capital stock, or (3) any increase in the percentage ownership by Infinity World of outstanding share of Common Stock of the Company resulting from any action taken by the Company, including the repurchase of shares of Common Stock of the Company pursuant to any share repurchase or similar program.

Standstill Covenant. Infinity World The Holder hereby covenants and agrees thatthat from the time that the Company first sells its securities pursuant to an effective registration statement under the Act, covering the initial public offering and sale of the Company's Common Stock, until March 24, 2003, neither the Holder nor any of its directors, officers, employees, affiliates, agents and advisors shall without the prior written consent of the Company, it shall not, nor shall any of its Affiliates: (i) acquire or acquire, offer to acquire acquire, or agree to acquire (including in the public markets) from any Personacquire, directly or indirectly, by purchase or mergerotherwise, through the acquisition of control of another Person, by joining a partnership, limited partnership any voting securities or other “group” (within the meaning of Section 13(d)(3) direct or indirect rights to acquire any voting securities of the Exchange Act) Company or otherwiseany subsidiary thereof, beneficial ownership or of any successor to or person in excess of twenty percent (20%) of the outstanding Common Stock control of the Company, or direct any assets of the Company or indirect rights (including convertible securities) any subsidiary or options to acquire such beneficial ownership (division thereof or otherwise act in concert with respect to of any such securities, rights successor or options with any Person that so acquires, offers to acquire or agrees to acquire)controlling person; (ii) make, or in any way participate inparticipate, directly or indirectly, in any “"solicitation” " of “"proxies” " to vote (as such terms are used in the Regulation 14A promulgated under rules of the Securities and Exchange ActCommission ("SEC")), become a “participant” in or seek to advise or influence any “election contest” (as such terms are defined in Rule 14a-11 promulgated under the Exchange Act) person or initiate, propose or otherwise solicit stockholders of the Company for the approval of any stockholder proposals, in each case entity with respect to the Company; provided, however, that the foregoing shall not apply to any person who is a director voting of the Company acting in his capacity as a director of the Company with respect to matters approved by a majority of the Board of Directors of the Company; or (iii) form, join, in any way participate in, or encourage the formation of, a group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the Company or any of its securities or assets; (iv) form, join or in any way participate in a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with any of the foregoing; (v) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company; (vi) take any action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the events described in clauses (i) through (v) above; or (ivvii) deposit any securities of request the Company into a voting trustor any of its directors, officers, employees, agents or subject advisors, directly or indirectly, to amend or waive any securities provision of this Section 10(a). The Holder shall promptly advise the Company of any inquiry or proposal made by or to any agreement or arrangement it with respect to the voting of such securities, or other agreement or arrangement having similar effect to which, in each case, a Person who is not an Affiliate of Infinity World is a party; or provided, however, that no such ownership in excess of twenty percent (20%) shall be deemed to have occurred solely due to (1) a stock split, reverse stock split, reclassification, reorganization or other transaction by the Company affecting any class of the outstanding capital stock of the Company generally (2) a stock dividend or other pro rata distribution by the Company to holders of its outstanding capital stock, or (3) any increase in the percentage ownership by Infinity World of outstanding share of Common Stock of the Company resulting from any action taken by the Company, including the repurchase of shares of Common Stock of the Company pursuant to any share repurchase or similar programforegoing.