The Standstill Period Sample Clauses

The Standstill Period. During the Standstill Period, without the prior written consent of the Company, the Investor shall not, nor shall it permit any of its Affiliates to, nor shall Ipsen or any of its Affiliates agree, or advise, assist, encourage, propose (publicly or otherwise), provide information or provide financing to others, or permit its Affiliates to agree, or to advise, assist, encourage, propose (publicly or otherwise), provide information or provide financing to others, to, individually or collectively, directly or indirectly, acquire or offer to acquire or agree to acquire from any Person other than the Company, directly or indirectly, by purchase, by making, effecting, initiating or participating in any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company, through the acquisition of control of another Person, by depositing any shares of Common Stock into a voting trust or subjecting any shares of Common Stock to any arrangement or agreement with respect to the voting of such securities, 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 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); provided that no such acquisition, offer to acquire or agreement to acquire shall be deemed to occur solely due to (a) 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 or (b) a stock dividend or other pro rata distribution by the Company to holders of its outstanding capital stock.
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The Standstill Period. As used in this Agreement, the term “Standstill Period” shall mean, with respect to the Restricted Parties, the period of time from the completion of the Purchase Transaction through the earlier of: (i) such time as the Restricted Parties Beneficially Owns less than 45.0% of the outstanding common stock of the Company, and (ii) the third anniversary of the date of this Agreement. This Agreement shall be effective only during the Standstill Period and shall terminate at the end of the Standstill Period.
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The Standstill Period. In reliance upon the representations, warranties and covenants of the Company contained in this Agreement, and subject to Section 6, each Lender agrees that it will forbear from exercising its rights and remedies.
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The Standstill Period. Subject to Section 3 hereof, as used in this Agreement, the term “Standstill Period” shall mean the fifth (5th) anniversary of the Closing Date as defined in the Merger Agreement.
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The Standstill Period. Subject to Section 5 hereof, as used in this Agreement, the term “Standstill Period” shall mean the later of: (i) such time as the Warrants collectively represent less than five percent (5%) of the fully-diluted common equity of Tauriga, and (ii) the fifth (5th) anniversary of the Closing Date as defined in the Merger Agreement.
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The Standstill Period. From and after the date of this Agreement through and including December 13, 2015 (such period, the “Standstill Period”), Himmil shall not (i) deliver a conversion notice to the Company or the Company’s transfer agent with respect to the conversion of all or any portion of and shall not otherwise attempt to convert the 2015 Note, and (ii) deliver an exercise notice to the Company or the Company’s transfer agent with respect to the exercise of all or any portion of and shall not otherwise attempt to exercise the Warrants.
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The Standstill Period. In reliance upon the representations, warranties and covenants of the Company contained in this Agreement, and subject to Section 5, the Lender agrees that, from the date of this Agreement until less than 25% of the original principal amount of the October 2009 Debentures is then outstanding (the “Standstill Period”), it will forbear from exercising its rights and remedies. The “October 2009 Debentures” means the 0% Convertible Debentures to be issued by the Company on or about the date hereof to the purchasers signatory to that certain Securities Purchase Agreement, dated at or about the date hereof, in the original aggregate principal amount equal to $2,000,000.
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The Standstill Period. In reliance upon the representations, warranties and covenants of the Company contained in this Agreement, and subject to Section 5, the Lender agrees that, from the date of the termination of the Forbearance and Standstill Agreement, entered into as of October 1, 2009 until the earlier of (i) May 15, 2013 and (ii) the date on which the Indebtedness is fully converted or paid to the satisfaction of Lender (the “Standstill Period”), it will forbear from exercising its rights and remedies.
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Related to The Standstill Period

  • Standstill Period 43.1 The Contract shall not be awarded earlier than the expiry of a Standstill Period of 14 days to allow any dissatisfied candidate to launch a complaint. Where only one Tender is submitted, the Standstill Period shall not apply.

  • Forbearance Period Borrower acknowledges and agrees that upon the Forbearance Termination Date, the forbearance provided under this Section 2 shall terminate and Administrative Agent and Banks shall have the right to exercise any and all rights and remedies to the extent provided under Article 8 of the Credit Agreement or otherwise under the Loan Documents or under applicable law or at equity (collectively, the “Enforcement Actions”) due to the Existing Events of Default or any other Event of Default that has occurred and is continuing. Borrower hereby further acknowledges and agrees that from and after the Forbearance Termination Date, Administrative Agent and Banks shall be under no obligation of any kind whatsoever to forbear from exercising any remedies on account of the Existing Events of Default or any other Event of Default (whether similar or dissimilar to the Existing Events of Default). Borrower hereby further acknowledges and agrees that during the Forbearance Period, Administrative Agent and Banks have no obligation to make any Loans to, or on behalf of, Borrower. The foregoing notwithstanding, if and to the extent that Administrative Agent or any Bank continue to make Revolving Loans, notwithstanding the occurrence of any Default or Event of Default, whether the Existing Events of Default or otherwise, (a) such Revolving Loans shall be made, issued, caused to be issued, or executed, as applicable, in Administrative Agent’s and such Bank’s sole and absolute discretion, and (b) no such action shall be construed as (i) a waiver or forbearance of any of Administrative Agent’s and Banks’ rights, remedies, and powers against Borrower, NCBFC or the Collateral (including, without limitation, the right to terminate without notice, the making of Revolving Loans) or (ii) a waiver of any such Default or Event of Default or the Existing Events of Default.

  • Term of the Pledge shall refer to the term set forth in Section 3 of this Agreement.

  • Standstill Provisions (a) Starboard agrees that, from the date of this Agreement until the earlier of (x) the date that is fifteen (15) business days prior to the deadline for the submission of stockholder nominations for the 2021 Annual Meeting pursuant to the Bylaws or (y) the date that is one hundred (100) days prior to the first anniversary of the 2020 Annual Meeting (the “Standstill Period”), Starboard shall not, and shall cause each of its controlled Affiliates and Associates not to, in each case directly or indirectly, in any manner:

  • Lock-Up Period Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

  • Extension of Restriction Period The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof.

  • Effectiveness and Term of this Agreement 12.1 This Agreement shall come into effect upon the satisfaction of all of the following conditions:

  • Term of this Agreement The term of this Agreement shall continue in effect, unless earlier terminated by either party hereto as provided hereunder, for a period of two years. Thereafter, unless otherwise terminated as provided herein, this Agreement shall be renewed automatically for successive one-year periods. This Agreement may be terminated without penalty: (i) by provision of sixty (60) days' written notice; (ii) by mutual agreement of the parties; or (iii) for "cause" (as defined herein) upon the provision of thirty (30) days' advance written notice by the party alleging cause.

  • Exclusivity Period During the Exclusivity Period each Party shall:

  • License Period The license granted hereunder shall be effective and terminate as of the dates specified in Schedule D attached hereto, unless sooner terminated or renewed in accordance with the terms and conditions hereof.

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