Standstill Obligation. The standstill obligation, as set out in this Article 3, will be in effect for the period (the “Standstill Period”) beginning on the date of this Agreement and ending three (3) years from the date of this Agreement.
Standstill Obligation. Except as otherwise permitted by Section --------------------- 4.9 below, Investor agrees that it will not, without the approval of the Company's Board of Directors, acquire any additional shares of the Company's Voting Securities (as defined below) in the open market or otherwise if and to the extent such acquisition results in Investor and its affiliates holding greater than that percentage of the total Voting Securities as is set forth by Investor's name on Exhibit A. The percentage limitation is referred to in this Section 4.8 as the "Standstill Percentage." Notwithstanding the foregoing --------------------- restriction:
Standstill Obligation. 27.1.1 Except as permitted by [***], during the Term, without the prior written consent of the Board of Directors [***] or encourage others to) directly or indirectly in any manner: [***] or agree to acquire, directly or indirectly, alone or in concert with others, [***] or in any way participate in, directly or indirectly, alone or in concert with others, any [***] or in any way participate in a “group” [***] directly or indirectly, alone or in concert with others [***], other than in the ordinary course of business; [***] with others to do any of the actions [***] otherwise act in concert with others, [***], or (vii) take any action to control or influence the [***] or [***] of [***].
Standstill Obligation. 7.1 You represent and warrant that, as at the date of this letter neither you nor any of your group undertakings have any direct or indirect interests in securities of Avast or any member of the Avast Group and neither you nor any of your group undertakings are directly or indirectly a party to any agreement, arrangement or understanding (whether legally binding or not) in relation to any such interests in securities.
Standstill Obligation. Unless otherwise agreed in writing by the other Parties, a Party will not discuss or negotiate with any third party, or enter into any understandings, agreements or undertakings with any third party, with respect to the sale of fuel emulsion technology and the associated additives, provided that (a) EcoloCap and KXXX may share the terms of the Supply Agreement and this Agreement with potential investors in EcoloCap, KXXX and any of their affiliates, so long as any recipient of such information agrees to be bound by a similar confidentiality agreement, and (b) FEI may negotiate with potential investors and potential third party customers regarding transactions involving services or supply of products based on the fuel emulsion technology and the associated additives.
Standstill Obligation. From the date of receipt of any notice hereunder of an Event of Default pursuant to Section 1 hereof until the Closing hereunder, NMFS shall not mortgage, pledge or subject (whether or not voluntarily) to any encumbrance, any of the Assets.
Standstill Obligation. (a) Prior to the second anniversary of the First Transaction Closing (the “Standstill Termination Date”), without the prior written consent of K-Sea, the Purchaser agrees that it shall not, nor shall it permit any of its Affiliates to, nor shall the Purchaser agree, advise, assist, provide information or provide financing to others, or permit its Affiliates to agree, advise, assist, provide information or provide financing to others, to, individually or collectively, directly or indirectly:
Standstill Obligation. Except as permitted [***], during the Term of this Agreement, without the prior written consent of the Board of Directors [***] or encourage others to) directly or indirectly in any manner: [***]directly or indirectly, alone or in concert with others, [***]or in any way participate in, directly or indirectly, alone or in concert with others, any [***]or in any way participate in a [***]directly or indirectly, alone or in concert with others,[***]other than in the ordinary course of business[***]with others to do any of the actions [***]otherwise act in concert with others[***]The provisions of Section 6.5(a) shall [***]announces publicly that it is seeking, or considering seeking, [***]or that it is otherwise exploring, or considering exploring[***]which would result in [***]or one or more of its subsidiaries to a third party[***]immediately prior to [***]For clarity, the foregoing provisions shall prohibit[***]unless one of the exceptions in the preceding sentence[***]For avoidance of doubt, nothing in the Agreement shall prevent [***]Notwithstanding the above, [***]shall not be deemed a breach of this provision.
Standstill Obligation. Subject to Section 3.2 and other provisions --------------------- hereof, from the date hereof until the second anniversary of the date hereof, the Investor covenants to and agrees with the Company that, unless the Investor is specifically invited in writing to do so by the Company, the Investor shall not, and shall cause each of its Subsidiaries not to, directly or indirectly:
Standstill Obligation. (a) For a period beginning on the date hereof and ending on the second anniversary of the date hereof (the “Standstill Termination Date”), without the prior written consent of the Corporation, the Purchaser agrees that it shall not, nor shall it permit any of its Affiliates to, nor shall the Purchaser agree, advise, assist, provide information or provide financing to others, or permit its Affiliates to agree, advise, assist, provide information or provide financing to others, to, individually or collectively, directly or indirectly: (i) acquire or offer to acquire or agree to acquire 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 any Equity Securities of the Corporation, or direct or indirect rights (including convertible securities) or options to acquire such beneficial ownership (collectively, the “Securities”) (or otherwise act in concert with respect to any such Securities with any Person that so acquires, offers to acquire or agrees to acquire); provided, however, that no such acquisition, offer to acquire or agreement to acquire shall be deemed to occur solely due to: (A) the issuance of the Purchased Stock (including the issuance of any Conversion Stock underlying the Purchased Stock), (B) a stock split, reverse stock split, reclassification, reorganization or other transaction by the Corporation affecting any class of the outstanding Equity Securities of the Corporation generally or (C) a dividend of stock or other pro rata distribution by the Corporation to holders of its outstanding Equity Securities; (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, or encourage, support or aid any other Person to 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 Corporation for the approval of any Stockholder proposals, in each case with respect to the Corporation; (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 votin...
