Common use of Standstill Covenant Clause in Contracts

Standstill Covenant. ‌ For a period of two (2) years from the Closing Date, neither ▇▇ ▇▇▇▇▇▇ nor its affiliates shall in any manner, directly or indirectly, alone or jointly or in concert with any other person (including by providing financing to any other person), without the prior written consent of Endeavour, effect, seek, offer or propose, or in any way assist, advise or encourage any other person to effect, seek, offer or propose, by any means whatsoever, in each case whether publicly or otherwise: (a) any acquisition of any Voting Shares or rights or options to acquire any Voting Shares, if, following any such acquisition, ▇▇ ▇▇▇▇▇▇ would, in the aggregate, directly or indirectly beneficially own 30% or more of the Voting Shares or shares to which are attached 30% or more of the voting rights attaching to all voting shares of Endeavour; (b) any take-over bid, merger, amalgamation, plan of arrangement, reorganization or other business combination involving Endeavour or any of its affiliates or any of their assets;‌ (c) any recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction with respect to Endeavour or any of its affiliates or any of their assets; (d) any solicitation of any proxies or any other activity in order to vote, advise or influence any person with respect to the voting of any Voting Shares; (e) form, join, or in any way participate in a group to attempt to influence the conduct of the holders of Voting Shares or take any other action to seek to control or influence the Board of Directors, management or policies of Endeavour or to obtain representation on the Board of Directors except as otherwise provided in Section 2.1; (f) attempt to induce any person not to make or conclude any proposal with respect to Endeavour, by threatening or indicating that it may take any of the foregoing actions; (g) enter into any discussions or arrangements with respect to, or act as a financing source for, any of the foregoing actions; (h) make any public or private disclosure of any consideration, intention, plan or arrangement to do or take any of the foregoing actions; or (i) take any action which might require Endeavour to make public disclosure regarding any of the foregoing.

Standstill Covenant. ‌ For a period of two (2During the Standstill Period, subject to Section 4.2(2) years from the Closing Dateand Section 4.3, neither ▇▇ ▇▇▇▇▇▇ Weichai nor its affiliates Affiliates shall in any manner, directly or indirectly, alone or jointly or in concert with any other person Person (including by providing financing to any other personPerson), without the prior written consent of Endeavour▇▇▇▇▇▇▇, effect, seek, offer or propose, or in any way assist, advise or encourage any other person Person to effect, seek, offer or propose, by any means whatsoever, in each case whether publicly or otherwise: (a) any acquisition of any Voting Shares or rights or options to acquire any Voting Shares, if, following any such acquisition, ▇▇ ▇▇▇▇▇▇ Weichai would, in the aggregate, directly or indirectly beneficially own 30% twenty percent (20%) or more of the Voting Shares or shares to which are attached 30% twenty percent (20%) or more of the voting rights attaching to all voting shares of Endeavour▇▇▇▇▇▇▇; (b) any take-over bid, merger, amalgamation, plan of arrangement, reorganization or other business combination involving Endeavour ▇▇▇▇▇▇▇ or any of its affiliates Affiliates or any of their assets;‌assets; (c) any recapitalization, restructuring, liquidation, dissolution, dissolution or other extraordinary transaction with respect to Endeavour ▇▇▇▇▇▇▇ or any of its affiliates Affiliates or any of their assets; (d) any solicitation of any proxies or any other activity in order to vote, advise or influence any person Person with respect to the voting of any Voting Shares; (e) form, join, or in any way participate in a group to attempt to influence the conduct of the holders of Voting Shares or take any other action to seek to control or influence the Board of DirectorsBoard, management or policies of Endeavour ▇▇▇▇▇▇▇ or to obtain representation on the Board of Directors except (other than as otherwise provided in Section 2.12); (f) attempt to induce any person Person not to make or conclude any proposal with respect to Endeavour▇▇▇▇▇▇▇, by threatening or indicating that it may take any of the foregoing actions; (g) otherwise act, alone or in concert with others, to seek to control the management, directors or corporate policies of ▇▇▇▇▇▇▇; (h) enter into any discussions or arrangements with respect to, or act as a financing source for, any of the foregoing actions; (hi) make any public or private disclosure of any consideration, intention, plan or arrangement to do or take any of the foregoing actions; or (ij) take any action which might require Endeavour ▇▇▇▇▇▇▇ to make public disclosure regarding any of the foregoing.

Standstill Covenant. ‌ For a period of two (2During the Standstill Period, subject to Section 4.2(2) years from the Closing Dateand Section 4.3, neither ▇▇ ▇▇▇▇▇▇ Weichai nor its affiliates Affiliates shall in any manner, directly or indirectly, alone or jointly or in concert with any other person Person (including by providing financing to any other personPerson), without the prior written consent of Endeavour▇▇▇▇▇▇▇, effect, seek, offer or propose, or in any way assist, advise or encourage any other person Person to effect, seek, offer or propose, by any means whatsoever, in each case whether publicly or otherwise: (a) any acquisition of any Voting Shares or rights or options to acquire any Voting Shares, if, following any such acquisition, ▇▇ ▇▇▇▇▇▇ Weichai would, in the aggregate, directly or indirectly beneficially own 30% twenty percent (20%) or more of the Voting Shares or shares to which are attached 30% twenty percent (20%) or more of the voting rights attaching to all voting shares of Endeavour▇▇▇▇▇▇▇; (b) any take-over bid, merger, amalgamation, plan of arrangement, reorganization or other business combination involving Endeavour Ballard or any of its affiliates Affiliates or any of their assets;‌assets; (c) any recapitalization, restructuring, liquidation, dissolution, dissolution or other extraordinary transaction with respect to Endeavour Ballard or any of its affiliates Affiliates or any of their assets; (d) any solicitation of any proxies or any other activity in order to vote, advise or influence any person Person with respect to the voting of any Voting Shares; (e) form, join, or in any way participate in a group to attempt to influence the conduct of the holders of Voting Shares or take any other action to seek to control or influence the Board of DirectorsBoard, management or policies of Endeavour ▇▇▇▇▇▇▇ or to obtain representation on the Board of Directors except (other than as otherwise provided in Section 2.12); (f) attempt to induce any person Person not to make or conclude any proposal with respect to Endeavour▇▇▇▇▇▇▇, by threatening or indicating that it may take any of the foregoing actions; (g) otherwise act, alone or in concert with others, to seek to control the management, directors or corporate policies of ▇▇▇▇▇▇▇; (h) enter into any discussions or arrangements with respect to, or act as a financing source for, any of the foregoing actions; (hi) make any public or private disclosure of any consideration, intention, plan or arrangement to do or take any of the foregoing actions; or (ij) take any action which might require Endeavour ▇▇▇▇▇▇▇ to make public disclosure regarding any of the foregoing.