Standstill Provisions Sample Clauses

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:
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Standstill Provisions. (a) During the Standstill Period, the Parent, the Shareholder and each Investor shall not, directly or indirectly, and shall not authorize any of their Representatives (acting on their behalf) or Controlled Affiliates, directly or indirectly, to, without the prior written consent of, or waiver by, the Company:
Standstill Provisions. Each Covered Person agrees that such Covered Person shall not, directly or indirectly, alone or in concert with any other person, (a) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined in Exchange Act Rule 14a-1) relating to any securities of the Company to or with any Restricted Person; (b) deposit any Covered Shares in a voting trust or subject any Covered Shares to any voting agreement or arrangement that includes as a party any Restricted Person; (c) form, join or in any way participate in a group (as contemplated by Exchange Act Rule 13d-5(b)) with respect to any securities of the Company (or any securities the ownership of which would make the owner thereof a beneficial owner of securities of the Company (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5)) that includes as a party any Restricted Person; (d) make any announcement subject to Exchange Act Rule 14a-1(l)(2)(iv) to any Restricted Person; (e) initiate or propose any "shareholder proposal" subject to Exchange Act Rule 14a-8; (f) together with any Restricted Person, make any offer or proposal to acquire any securities or assets of GS Inc. or any of its Subsidiaries or solicit or propose to effect or negotiate any form of business combination, restructuring, recapitalization or other extraordinary transaction involving, or any change in control of, GS Inc., its Subsidiaries or any of their respective securities or assets; (g) together with any Restricted Person, seek the removal of any directors or a change in the composition or size of the board of directors of GS Inc.; (h) together with any Restricted Person, in any way participate in a call for any special meeting of the stockholders of GS Inc.; or (i) assist, advise or encourage any person with respect to, or seek to do, any of the foregoing.
Standstill Provisions. (a) Starboard agrees that, from the date of this Agreement until the earlier of (i) the date that is fifteen (15) business days prior to the deadline for the submission of stockholder nominations for the 2015 Annual Meeting pursuant to the Company’s bylaws or (ii) the date that is one hundred (100) days prior to the first anniversary of the 2014 Annual Meeting (as the same may be extended pursuant to Section 1(l), the “Standstill Period”), neither it nor any of its Affiliates or Associates under its control or direction will, and it will cause each of such Affiliates and Associates not to, directly or indirectly, in any manner:
Standstill Provisions. (a) Amazon agrees that from the date of this Agreement until an Amazon Standstill Termination Event (such period, the “Standstill Period”), without the prior written approval of the Board, Amazon shall not, directly or indirectly, and shall cause its subsidiaries not to:
Standstill Provisions. In consideration of the Parties' within agreement to purchase and sell the Purchased Shares and to enter into the terms and conditions of this Agreement, each of the Parties hereby undertake for themselves, and for each of their respective agents and advisors, that they will not until the earlier of the Closing Date (as hereinafter determined) or the termination of this Agreement approach or consider any other potential purchasers, or make, invite, entertain or accept any offer or proposal for the proposed sale of any interest in and to any of the Purchased Shares or the assets or the respective business interests of the Company or the Purchaser, as the case may be, or, for that matter, disclose any of the terms of this Agreement, without the Parties' prior written consent. In this regard each of the Parties hereby acknowledges that the foregoing restrictions are important to the respective businesses of the Parties and that a breach by any of the Parties of any of the covenants herein contained would result in irreparable harm and significant damage to each affected Party that would not be adequately compensated for by monetary award. Accordingly, the Parties hereby agree that, in the event of any such breach, in addition to being entitled as a matter of right to apply to a Court of competent equitable jurisdiction for relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance with the provisions hereof, any such Party will also be liable to the other Parties, as liquidated damages, for an amount equal to the amount received and earned by such Party as a result of and with respect to any such breach. The Parties hereby also acknowledge and agree that if any of the aforesaid restrictions, activities, obligations or periods are considered by a Court of competent jurisdiction as being unreasonable, they agree that said Court shall have authority to limit such restrictions, activities or periods as the Court deems proper in the circumstances.
Standstill Provisions. In consideration of the Parties' within agreement to purchase and sell the Purchased Shares and to enter into the terms and conditions of this Agreement, each of the Parties hereby undertake for themselves, and for each of their respective agents and advisors, that they will not until the earlier of the Closing Date or the termination of this Agreement approach or consider any other potential purchasers, or make, invite, entertain or accept any offer or proposal for the proposed sale of any interest in and to any of the Purchased Shares or the assets or the respective business interests of the Company or the Purchaser, as the case may be, or, for that matter, disclose any of the terms of this Agreement, without the Parties' prior written consent. In this regard each of the Parties hereby acknowledges that the foregoing restrictions are important to the respective businesses of the Parties and that a breach by any of the Parties of any of the covenants herein contained would result in irreparable harm and significant damage to each affected Party that would not be adequately compensated for by monetary award. Accordingly, the Parties hereby agree that, in the event of any such breach, in addition to being entitled as a matter of right to apply to a Court of competent equitable jurisdiction for relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance with the provisions hereof, any such Party will also be liable to the other Parties, as liquidated damages, for an amount equal to the amount received and earned by such Party as a result of and with respect to any such breach. The Parties hereby also acknowledge and agree that if any of the aforesaid restrictions, activities, obligations or periods are considered by a Court of competent jurisdiction as being unreasonable, they agree that said Court shall have authority to limit such restrictions, activities or periods as the Court deems proper in the circumstances.
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Standstill Provisions. Each of the Investors hereby severally agrees that neither it nor any Controlled Affiliate of such Investor will singularly or together with any other Person directly or indirectly, in each case unless specifically requested to do so in writing in advance by the Board of Directors of the Company:
Standstill Provisions. Notwithstanding any rights or remedies available to the Guarantied Party under this Guaranty, applicable law or otherwise, but subject to the last sentence of this subsection 5.1(b), prior to the time when the Senior Lender Parties shall have received payment in full of all Senior Debt, neither the Guarantied Party nor the RCT shall, directly or indirectly take any Enforcement Action; provided, however, that, so long as no Senior Default has occurred and is continuing, the Guarantied Party may receive the payments required to be made pursuant to Section 2.1 as and when due. This Section 5.1(b) shall not be construed to in any way limit or impair the right of (A) the Guarantied Party to join (but not control in any way) any foreclosure or other judicial lien enforcement proceeding with respect to the Collateral initiated by Senior Lender Parties, so long as it does not delay or interfere with the exercise by Senior Lender Parties of their respective rights as provided in this Section 5, (B) the Guarantied Party’s right to receive any remaining proceeds of Collateral after payment in full of all Senior Debt, or (C) the Guarantied Party to demand payment of the Guarantied Obligations, or xxx for payment of the Guarantied Obligations, so long as no such action constitutes an Enforcement Action. Notwithstanding the foregoing, to the extent that any of the Guarantied Obligations are not paid by the Guarantor when due under Section 2.1, the RCT reserves the right, on or after the later of the applicable due date and one hundred and twenty (120) days after the RCT has provided notice that such payment will be due (including the calculation of the amount due by the Guarantor) to the Guarantor, the Agent and the Second Lien Agent, to commence and complete litigation to collect such payment; provided, however, that, so long as the Guarantor has taken all actions permitted pursuant to the terms of the Senior Debt Documents to make such payment (including, without limitation, incurring additional revolving borrowings to the extent available under the Senior Debt Documents), the Guarantied Party shall not take any other Enforcement Action or proceed or seek to proceed against the Collateral in any manner.
Standstill Provisions. (a) Coxxxx xnd his affiliates will not, alone or in concert with others (and will not advise, assist or encourage others to), directly or indirectly, unless specifically requested in writing in advance by the Company or specifically approved by a majority of the members of the Board of Directors of the Company (it being understood that Coxxxx xr affiliates of Coxxxx xhall not seek to have the Company or any of the Company's officers, directors, representatives, trustees, employees, attorneys, advisors, agents, affiliates or associates make any such request), for a period of two (2) years from the date hereof: (i) by purchase or otherwise, acquire, or agree to acquire ownership (including, but not limited to, beneficial ownership) of any additional shares of Common Stock of the Company or direct or indirect rights (including convertible securities) or options to acquire such ownership; (ii) make any public announcement with respect to, or submit any proposal for, the acquisition of beneficial ownership of additional shares of Common Stock (or direct or indirect rights, including convertible securities, or options to acquire such beneficial ownership), or for or with respect to any extraordinary transaction or merger, consolidation, sale of substantial assets or business combination involving the Company or any of its affiliates, whether or not any parties other than Coxxxx xnd his affiliates and associates are involved and whether or not such proposal might require the making of a public announcement by the Company unless (x) such proposal is directed and disclosed solely to the Board of Directors of the Company and (y) the Company shall have requested Coxxxx xn writing in advance of the submission of such proposal; (iii) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company or any of its affiliates; (iv) form, join or in any way participate in a "group" (as such term is used in Section 13d(3) of the Exchange Act) with respect to any securities of the Company or any of its affiliates in connection with any action or matter otherwise prohibited by the terms of this Agreement; (v) initiate or propose any shareholder pro...
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