Agreement to Standstill. (a) No Restricted Stockholder nor any Affiliate or Associate of any Restricted Stockholder will, without the prior written consent of the Company (i) acquire, offer to acquire, propose (whether publicly or otherwise) to acquire, announce any intention to effect or cause or participate in or in any way assist or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any securities (or beneficial ownership thereof) or direct or indirect rights to acquire any securities of the Company or any subsidiary thereof, or of any successor to or person in control of the Company, or any assets of the Company or any subsidiary or division thereof or of any such successor or controlling person; (ii) participate in (1) any tender or exchange offer, merger or other business combination involving the Company or any of its affiliates; (2) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its affiliates; or (3) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of the Company or any of its affiliates; (iii) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with any of the foregoing; (iv) otherwise act, alone or in concert with others, to seek to control or influence the management, Board or policies of the Company or any of its affiliates; (v) nominate or seek to nominate any person to the Board or otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of the Company; (vi) request that any part of this Section 8.1 be waived; (vii) participate in any special meeting or written consent of stockholders of the Company; (vii) request any list of stockholders of the Company; (viii) enter into any voting agreement with respect to the Company’s Common Stock or any other voting securities; (ix) initiate any stockholder proposals; (x) participate in any financing for the acquisition by any Person of securities or assets of the Company; (xi) seek to influence any person with respect to voting of any Company securities; (xii) seek any changes in composition of the Board or management; (xiii) take any actions that may impede the acquisition of control ...
Agreement to Standstill. (a) During the period (the "Standstill Period") from the date hereof until the date of confirmation of a plan or plans of reorganization in the Cases, (i) Xxxxx Corning shall not be required to make cash royalty payments (the "Deferred Payments") due after the Petition Date to OC Technology at the times specified under the License Agreement and such Deferred Payments shall accrue as administrative claims under Sections 503(b) and 507(a)(1) of the Bankruptcy Code and (ii) OC Technology will not exercise any enforcement right or remedy under the License Agreement against Xxxxx Corning.
Agreement to Standstill. (a) Upon and subject to the occurrence of the Standstill Effective Date (as defined in Section 5 below) and subject to the other terms and conditions set forth below, each of the undersigned Lenders (each a "STANDSTILL LENDER" and collectively, the "STANDSTILL LENDERS") and the Administrative Agent agree that, notwithstanding a failure by the Borrowers to make the Required Principal Payments on the Required Payment Date, from and after June 30, 2004 until the first to occur of (i) 10:00 a.m. (New York time) on July 30, 2004 (the "STANDSTILL PERIOD") or (ii) the date on which a Standstill Termination Event (as defined below) shall have occurred (the first such date to occur, the "STANDSTILL TERMINATION DATE"), such Standstill Lender and the Administrative Agent shall forbear from suing, asking for, demanding, setting off or taking any action to recover from the Guarantor or the Borrowers any of the Required Principal Payments and from otherwise enforcing any of its individual or their collective rights and remedies (including rights of acceleration and foreclosure) against the Guarantor or the Borrowers under the Loan Documents that arise as a result of (and only as a result of) the Required Principal Payments not being made on or before the Required Payment Date, except for any action to perfect, maintain, or defend any liens granted pursuant to the Loan Documents against claims of third parties, the Borrowers or the Guarantor or any action with respect to enforcement of this Agreement.
Agreement to Standstill. (a) During the Standstill Period (as defined below) the Administrative Agent and each Standstill Lender shall forbear from suing, asking for, demanding, setting off or taking any action to recover from the Standstill Parties, payment of any amount of principal payable under or relating to the Foreign Obligations, and from otherwise enforcing any of their individual or collective rights and remedies against the Standstill Parties under the Loan Documents available to such Lender arising solely as a result of (i) the Bankruptcy Defaults, (ii) the Payment Defaults, (iii) the non payment of the amounts of principal and interest on the outstanding Loans of the Borrowing Subsidiaries (and interest accrued thereon) deferred pursuant to the Fourth Amendment or otherwise due and payable prior to the Petition Date, in each case, to the extent that such payments are not made on or before the Petition Date or (iv) the Standstill Period Defaults (except to the extent that such Standstill Period Default constitutes a Standstill Event (as defined below) pursuant to this Agreement)). The term "Standstill Period" means the period from the Effective Date (as defined below) until the earliest to occur of (i) the date of effectiveness of a plan of reorganization in the Cases, (ii) the date on which a Standstill Termination Event (as defined below) shall have occurred or (iii) December 18, 2003 (the "Final Date") (the first such date to occur, the "Standstill Termination Date").
Agreement to Standstill. (a) The Administrative Agent, for itself and on behalf of the Lenders, agrees, subject to the complete satisfaction of the conditions precedent set forth in Section 6 hereof, to forbear and refrain during the period from June 2, 2008, until and including August 15, 2008 (the “Standstill Period”) from (i) accelerating any Loans outstanding under the Loan Agreement, (ii) exercising all rights and remedies and (iii) taking any other enforcement action under the Loan Documents at law or otherwise, in each case, as a result of the Designated Defaults. Nothing contained in this Agreement shall prejudice any rights or remedies that the Administrative Agent or any of the Lenders may have to exercise any rights and remedies during the Standstill Period with respect to any Defaults or Event of Default (whether now existing or hereafter occurring) other than the Designated Defaults. Moreover, nothing contained in this Agreement shall prejudice any rights or remedies the Administrative Agent or any of the Lenders may have to exercise any rights and remedies with respect to the Designated Defaults (other than the Waived Defaults) after expiration of the Standstill Period. The Standstill Period shall terminate upon the occurrence of any Forbearance Termination Event (as defined below).
Agreement to Standstill. (a) During the Standstill Period (as defined below), (A) the Lenders will not exercise any right or remedy for the enforcement, collection or recovery of any of the Guaranteed Obligations (as defined in the Credit Agreement) from any of the Covered Non-Debtors other than with respect to valid Setoff Rights (as defined below) existing as of the Petition Date, and (B) the Lenders party to a Bilateral Facility will not, as a result of any default thereunder arising solely from the commencement of the Cases, which default shall be waived during the Standstill Period (and by execution hereof, each such Lender shall be deemed to have waived any such default), exercise any enforcement right or remedy against any Non-Debtor that is party to such agreement other than with respect to valid Setoff Rights existing as of the Petition Date, provided that no Lender will be (I) required under any circumstances to make additional loans or advances under a Bilateral Facility to any Non-Debtor; or (II) prevented from exercising any other rights or remedies available to it under a Bilateral Facility. The term "
Agreement to Standstill. (a) During the period (the "Standstill Period") from the date hereof until the date of confirmation of a plan or plans of reorganization in the Cases, (i) Exterior Systems shall not be required to make cash royalty payments (the "Deferred Payments") due after the Petition Date to OC Technology at the times specified under the License Agreement and such Deferred Payments shall accrue as administrative claims under Sections 503(b) and 507(a)(1) of the Bankruptcy Code and (ii) OC Technology will not exercise any enforcement right or remedy under the License Agreement against Exterior Systems.
Agreement to Standstill. Shareholder agrees that it will not, without the prior written consent of the Company: (a) take any action that would result in Shareholder becoming an “Acquiring Person” under the Company’s Tax Benefit Preservation Plan dated as of May 26, 2010 (as more fully defined in such plan, generally a Person who acquires ownership of 4.90% or more of the outstanding shares of Common Stock of the Company); (b) acquire, offer to acquire, propose (whether publicly or otherwise) to acquire, announce any intention to effect or cause or participate in or in any way assist or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any assets of the Company or any subsidiary or division thereof or of any successor to or person in control of the Company; (c) initiate or participate in (i) any tender or exchange offer, merger or other business combination involving the Company or any of its Affiliates; (ii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its Affiliates; or (iii) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of the Company or any of its Affiliates; (d) form, join or in any way participate in a "group" as defined in Section 13(d)(3) of the Exchange Act in connection with any of the foregoing; (e) otherwise act, alone or in concert with others, with the intent to seek to control or influence the management, Board of Directors or policies of the Company or any of its Affiliates; (f) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in clause (b) above; or (g) enter into any discussions or arrangements with any third party with respect to any of the foregoing.
Agreement to Standstill. Upon the terms and subject to the conditions set forth in this Agreement, the Required Holders hereby agree to not exercise or enforce the Specified Acceleration Right in any manner for the period beginning on the Effective Date through the occurrence of a Termination Event. As used herein, the “Termination Event” shall mean the earlier of (i) 11:59 pm Central Time on September [1], 2020, (ii) the occurrence and continuation of a Default or Event of Default under the Credit Agreement (other than the Specified Events of Default), (iii) the failure by the Borrower to perform or observe any of its agreements contained in this Agreement in any material respect, and (iv) any representation or warranty contained in this Agreement shall be false or misleading in any material respect. Upon the occurrence of a Termination Event, and from and after such time (i) the Specified Events of Defaults shall be reinstated and shall be deemed to have been continuing for all periods since the occurrence of such Specified Events of Default, (ii) the agreement of the Lenders hereunder to forbear from exercising their rights and remedies under the Credit Agreement shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which the Borrower hereby waives, and (iii) the Lenders may, in their sole and absolute discretion proceed to exercise any or all of their rights and remedies under the Credit Agreement, including the Specified Acceleration Right, and/or applicable law, in equity or otherwise, including without limitation, their rights and remedies on account of the Specified Events of Default. This standstill shall be effective only in this specific instance and only with respect to the Specified Events of Default, and this standstill shall not entitle the Borrower to any other or further standstill in any similar or other circumstances unless otherwise agreed by the Agent and the Lenders.
Agreement to Standstill
