Standstill Voting Sample Clauses

Standstill Voting. (a) For the period beginning on the date hereof and ending on the twenty-four (24) month anniversary of the date hereof (the “Standstill Period”), Spectrum shall not, and shall cause its Subsidiaries, directors and officers and shall direct its Representatives acting on its and its respective Subsidiaries’ behalf not to, directly or indirectly (including through any arrangements with a third party): (i) 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 or propose (whether publicly or otherwise) to effect or participate in, in each case directly or indirectly, (1) except for Equity Securities received by way of stock splits, stock dividends, reclassifications, recapitalizations or other distributions by the Company in respect of its Common Stock, (x) any acquisition, agreement to acquire, proposal or offer to acquire (including through the acquisition of Beneficial Ownership) of (by purchase or otherwise) any Equity Securities or Derivative Instruments, or (y) any authorization for or the making of a tender offer, exchange offer or other offer or proposal, whether oral or written, to acquire (by purchase or otherwise) any Equity Securities or Derivative Instruments of the Company; (2) engaging in any solicitation of proxies or written consents to vote (or withhold the vote of) any Voting Securities, or conduct any binding or nonbinding referendum with respect to any Voting Securities, or assist or participate in any other way, in any solicitation of proxies (or written consents) with respect to any Voting Securities, or otherwise become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act, to vote (or withhold the vote of) any securities of the Company; (3) seeking to advise, encourage, or influence any Person with respect to the voting of (or execution of a written consent in respect of), acquisition of or disposition of any securities of the Company; (4) any merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company, any Subsidiary of the Company, or any of its or their respective securities or assets, or the making of any public announcement with respect to such proposal or offer, in each case, other than transactions contemplated by the Battery Agreement (as...