Standstill Parties definition

Standstill Parties shall have the meaning set forth in Section 3.1.

Standstill Parties means, with respect to any Shareholder, such Shareholder, its Controlling Persons, its Controlled Affiliates, any Controlled Affiliate of any Controlling Person of such Shareholder and any Person acting on behalf of any of the foregoing, in each case, pursuant to a Contract; provided that for the purposes of this definition, neither the Company, nor any of its Controlled Affiliates, nor VIP-R, nor any of its Controlled Affiliates, shall be deemed Controlled Affiliates of any Shareholder or any Controlling Person of any Shareholder.

Standstill Parties has the meaning set forth in Section 1(j).

Examples of Standstill Parties in a sentence

• Subject to the restrictions set forth in Section 3.3 hereof, this Section 3 shall not prohibit or restrict any Disposition of Shares of Then-Outstanding Common Stock and/or Common Stock Equivalents by the Standstill Parties into (i) a tender offer by a Third Party or (ii) an issuer tender offer by the Company.

• Each of the Standstill Parties, the Administrative Agent and the Standstill Lenders irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Amendment or the actions of the Administrative Agent or any Standstill Lender in the negotiation, administration, performance or enforcement thereof.

• Notwithstanding the occurrence of the Effective Date, this Agreement contemplates, and the Standstill Parties acknowledge, that the Committee may become a Standstill Party upon execution and delivery of a counterpart signature page of this Agreement to counsel to each other Standstill Party and at such time the Committee shall become obligated under this Agreement and the Intercompany Protocol.

• Each of the Standstill Parties acknowledges that it has not relied upon any representations by any other Standstill Party or anyone acting on behalf of any Standstill Party in entering into this Agreement.

• Notwithstanding any other provision of this Section 4, this Section 4 shall not prohibit or restrict any Disposition of Ordinary Shares by the Standstill Parties into (a) a tender, exchange or other offer by a Third Party, unless the Investor is then in breach of its obligations pursuant to Section 3.1 with respect to the tender, exchange or other offer or (b) an issuer tender, exchange or other offer by the Company or any other buy-backs of shares by the Company.

More Definitions of Standstill Parties

Standstill Parties shall have the meaning set forth in Section 2.1 hereof. (mm) “Standstill Period” shall mean the period from and after the date of this Agreement until the occurrence of any event set forth in Section 6.1 hereof. (nn) “Third Party” shall mean any Person other than the Investor, the Company or any Affiliate of the Investor or the Company. (oo) “Voting Agreement Term” shall mean the period from and after the date of this Agreement until the occurrence of any event set forth in Section 6.3 hereof. 2.

Standstill Parties means (i) the PIMCO Investors and their Affiliates (other than any Allianz Entity, except to the extent pursuant to clause (iii) below, and other than any Related Fund of the PIMCO Investors or any of their Affiliates, except to the extent pursuant to clauses (iv) or (v) below), (ii) any other Person that is a holder of a Warrant and/or a lender party to the Credit Agreement and such Person’s Affiliates, (iii) any Allianz Entity to the extent that such Allianz Entity (a) receives confidential information regarding the Company or any of its Affiliates from or on behalf of any other Standstill Party, it being understood that, for purposes of this definition, confidential information shall not include summary ordinary course information relating to reporting for tax, accounting or investment positions, but confidential information shall include (x) any materials delivered to the Board of Directors and (y) any projections relating to the Company or any of its Affiliates, (b) is acting at the direction, request or encouragement of any other Standstill Party or (c) holds any of the Warrants or any of the commitments or Loans under the Facilities (including pursuant to a participation interest), (iv) any PIMCO Fund over which the PIMCO Investors or any of their controlled Affiliates (a) controls (or has the right to control) investment decisions or (b) otherwise causes the direction of the investment policies of such PIMCO Fund and (v) any fund or investment vehicle managed or advised by a non-controlled Affiliate of the PIMCO Investors if such Affiliate (a) receives confidential information regarding the Company or any of its Affiliates from or on behalf of any other Standstill Party, (b) is acting at the direction, request or encouragement of any other Standstill Party or (c) holds any of the Warrants or any of the commitments or Loans under the Facilities (including pursuant to a participation interest).

Standstill Parties shall have the meaning set forth in Section 8.1.

Standstill Parties means, with respect to a Party (other than VIP), such Party, its Controlling Persons, its Controlled Affiliates, any Controlled Affiliate of any Controlling Person of such Party and any Person acting on behalf of any of the foregoing, in each case, pursuant to a Contract; provided, -------- however, that for the purposes of this definition, neither VIP, nor any of its ------- Controlled Affiliates, nor the Company, nor any of its Controlled Affiliates shall be deemed Controlled Affiliates of any Party or any Controlling Person of any Party.

Standstill Parties means, with respect to a Party (other than VIP), such Party, its Controlling Persons, its Controlled Affiliates, any Controlled Affiliate of any Controlling Person of such Party and any Person acting on behalf of any of the foregoing, in each case, pursuant to a Contract; provided, however, that for the purposes of this definition, neither VIP, nor any of its Controlled Affiliates, nor the Company, nor any of its Controlled Affiliates shall be deemed Controlled Affiliates of any Party or any Controlling Person of any Party.

Standstill Parties has the meaning set forth in Section 5.03(a).

Standstill Parties means, collectively, (i) SCG and its controlled Affiliates, which includes the Purchaser, and (ii) STWD and its Subsidiaries. “Standstill Period” means the period beginning on the date of this Agreement and ending on the later of (i) the second (2nd) anniversary of the FirstClosing Date, (ii) ninety (90) days following the date on which no Purchaser Director or Preferred Director is serving on the Board (and as of such time the Purchaser no longer has rights to designate a Purchaser Designee or Preferred Designee or otherwise has irrevocably waived in a writing delivered to the Company its rights under this Agreement to nominate a Purchaser Designee and a Preferred Designee) and (iii) the date on which Purchaser no longer has information rights under Section 5.13(a) (or otherwise has irrevocably waived in a writing delivered to the Company its information rights underSection 5.13(a)).