Stand Still definition

Stand Still means not to, nor knowingly encourage or knowingly assist in any way any of your public affiliates to, without the prior written consent of the Company or its Board of Directors:
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Stand Still. The letter shall be withdrawn from the proceeding if the buyer have not paid the full amount after the feasibility period or if found that the seller continues further negotiations with other buyer before the feasibility period.
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Stand Still. Upon the execution of this letter of Intent and until such time either of the Parties gives notice of termination of negotiations OR the latest sixty (60) days after the Parties’ date of this letter, the Company agrees to not enter into nor continue any existing negotiations for any financing, merger or acquisition of the Company or its assets, except for obtaining investments from existing stockholders of Company, investments with other investors (provided Purchaser shall have the right to maintain its 51% ownership as of the Closing without additional consideration in the event additional shares are issued pre-Closing), and discussions regarding licensing Company’s technology that have already been commenced (provided Company will inform and discuss such transactions with Purchaser prior to finalization) (“Permitted Activities”). The Company acknowledge that the Purchaser will incur significant expense in connection with its due diligence review and preparation and negotiation of the Purchase Agreement. As a result, upon execution of this Letter of Intent, except for the Permitted Activities, the Company shall terminate any existing discussions or negotiations with, and shall cease to provide information to or otherwise cooperate with, any party other than the Purchaser and its representatives with respect to an Acquisition Transaction (as defined below). In addition, from and after the date hereof, except for the Permitted Activities, none of the Company nor any of its shareholders, subsidiaries or affiliates, or any of their respective officers, directors, employees, members, managers, representatives or agents, will directly or indirectly encourage, solicit, initiate, have or continue any discussions or negotiations with or participate in any discussions or negotiations with or provide any information to or otherwise cooperate in any other way with, or enter into any agreement, letter of intent or agreement in principle with, or facilitate or encourage any effort or attempt by any corporation, partnership, company, person or other entity or group (other than the Purchaser and its shareholders, subsidiaries or affiliates, or any of their respective officers, directors, employees, members, managers, representatives or agents) concerning any merger, joint venture, recapitalization, reorganization, sale of substantial assets, sale of any shares of capital stock, investment or similar transaction involving the Company or any subsidiary or division of the C...
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Examples of Stand Still in a sentence

  • Lender shall have the right, but not the obligation, to cure a default under the Regulatory Agreement during the Stand Still Period.

  • In connection with the due diligence hereunder, during the Stand Still Period, the Holder and ▇▇▇▇ will cause its representatives to make available the necessary data, information and materials required to understand the rationale of the Tender Exchange and to complete the Legal Agreements (“Due Diligence Information”) to the other party or its Representatives as they may reasonably request, in all cases subject to the confidentiality obligations specified in clause 5.

  • The parties may extend the Stand Still Period by mutual agreement on a change to the Closing Date if such mutual agreement is by or before the previously agreed Closing Date.

  • Upon execution of this LOI, the parties hereto will continue in good faith to commit their resources to negotiate, prepare, and review the Legal Agreements required to execute the Tender Exchange as soon as practicable, but no later than the expiration of the Stand Still Period (as defined in Paragraph 3 below), as such may be extended pursuant to Paragraph 3.

  • During the Stand Still Period ▇▇▇▇ maintains the right to operate its business including as required any financings related thereto.

  • Purchaser shall only be entitled to the refund and return of its Stand Still Deposit if the Objected Exception or Survey Exception which Seller refuses to remove materially interferes with the operation of the Businesses or the value of the parcel of Real Estate (which must be a parcel necessary to the actual gaming operations) affected by the Objected Exception or Survey Exception as it is currently being used.

  • If Purchaser elects to terminate this Agreement the Proxy Deposit, Stand Still Deposit and Deposit will be promptly returned to Purchaser by Seller, Seller will pay all costs incurred in regard to the Title Reports, Exception Documents, Escrow Fees and any other fees or charges assessed by the Title Insurers issuing the Title Reports and/or handling the Closing.

  • In the event an Environmental Issues is discovered by Purchaser between the close of the Inspection Period and the Closing Date and Purchaser elects not to proceed with Closing, then Purchaser shall forfeit the Earned Proxy Deposit, Stand Still Deposit and the Deposit unless the Purchaser's failure to discover the Environmental Issue was the result of fraud by the Seller.

  • Notwithstanding the provisions of this paragraph to the contrary, Seller and ▇▇▇▇▇ agree that the above paragraph entitled "Stand Still" shall be binding, regardless of whether a binding Purchase Agreement is entered into by the parties.

  • The Agency shall not exercise any remedies under Section 9 of the Regulatory Agreement until the expiration of a 90-day period (the “Stand Still Period”) following ▇▇▇▇▇▇’s receipt from the Agency of notice of a default under the Regulatory Agreement; provided, however, the Stand Still Period shall be automatically extended for such period of time as Lender is diligently pursuing remedies for an Event of Default under ▇▇▇▇▇▇'s loan documents secured by the Property.

Related to Stand Still

  • Municipal Separate Storm Sewer System Management Program or "MS4 Program" means a management program covering the duration of a state permit for a municipal separate storm sewer system that includes a comprehensive planning process that involves public participation and intergovernmental coordination, to reduce the discharge of pollutants to the maximum extent practicable, to protect water quality, and to satisfy the appropriate water quality requirements of the CWA and regulations and the Act and attendant regulations, using management practices, control techniques, and system, design and engineering methods, and such other provisions that are appropriate.

  • Small municipal separate storm sewer system or "small MS4" means all separate storm sewers that are (i) owned or operated by the United States, a state, city, town, borough, county, parish, district, association, or other public body (created by or pursuant to state law) having jurisdiction over disposal of sewage, industrial wastes, stormwater, or other wastes, including special districts under state law such as a sewer district, flood control district or drainage district, or similar entity, or an Indian tribe or an authorized Indian tribal organization, or a designated and approved management agency under § 208 of the CWA that discharges to surface waters and (ii) not defined as "large" or "medium" municipal separate storm sewer systems or designated under 4VAC50-60-380 A 1. This term includes systems similar to separate storm sewer systems in municipalities, such as systems at military bases, large hospital or prison complexes, and highway and other thoroughfares. The term does not include separate storm sewers in very discrete areas, such as individual buildings.

  • Municipal separate storm sewer system (MS4) means a conveyance or system of conveyances (including roads with drainage systems, municipal streets, catch basins, curbs, gutters, ditches, man-made channels, or storm drains):

  • Standard fertility preservation services means procedure based upon current evidence-based standards of care established by the American Society for Reproductive Medicine, the American Society for Clinical Oncology, or other national medical associations that follow current evidence-based standards of care.

  • Municipal separate storm sewer system means a conveyance or system of conveyances including roads with drainage systems, municipal streets, catch basins, curbs, gutters, ditches, manmade channels, or storm drains.