Standstill Arrangements. Each of the Stockholders agrees that, during the period from the date of this Agreement through July 13, 2008 (the “Standstill Period”), neither it nor any of its Affiliates or Associates will, without the written consent of Arbinet, directly or indirectly, solicit, request, advise, assist or encourage others to (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer of propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any assets of Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated acquisition of assets of Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (ii) any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries; provided, however, that the Stockholders shall be able to communicate directly to the Board and third parties on a confidential, non-public basis proposals for a negotiated recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries without the written consent of Arbinet; provided, further that any third party that the Stockholders communicate with shall expressly agree not to make any public disclosure or public announcement about such communications; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) ...
Standstill Arrangements. Until the third anniversary after the first date on which the Stockholder and the Parent in the aggregate cease to Beneficially Own at least _______ shares of Company Common Stock [5% of the Company Common Stock outstanding after giving effect to the completion of the transactions contemplated by the Purchase Agreement]:
Standstill Arrangements. Each of the JHC Entities agrees that, during the period from the date of this Agreement through January 22, 2005 (the "Standstill Period"), neither it nor any of its Affiliates or Associates will, without the written consent of FairMarket, directly or indirectly, solicit, request, advise, assist or encourage others to:
Standstill Arrangements. Until the termination of this Agreement (or thereafter if this Agreement terminates as a result of the SA Group's breach of this Agreement), and for so long as the SA Group Nominees serve as directors and JLS serves as Co-Chairman of the Board (other than the failure of any such person to serve by reason of death, disability, resignation or declining to be nominated or elected), each member of the SA Group hereby agrees that, except as otherwise permitted hereby or actions taken by the SA Nominees solely in their capacities as directors, neither it nor any of its members or any of their Affiliates, acting alone or as part of a group with any other person, will, directly or indirectly:
Standstill Arrangements. Each of the NNS Parties agrees, for itself and its Affiliates, that, during the Standstill Period, it will not in any manner, directly or indirectly (unless requested by the Company):
Standstill Arrangements. The Stockholder agrees that, during the period from the date of this Agreement through July 13, 2008 (the “Standstill Period”), neither he nor any of his Affiliates or Associates will, without the written consent of Arbinet, directly or indirectly, solicit, request, advise, assist or encourage others (other than exercising his rights to vote his Shares at an annual or special meeting of the stockholders of Arbinet, in each instance in compliance with the terms of this Agreement), to (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer of propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or assets of Arbinet or any of its subsidiaries; (ii) any tender or exchange offer, merger or other business combination involving Arbinet or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Arbinet or any of its subsidiaries; or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consent to vote any voting securities of Arbinet; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act); (c) otherwise act, alone or in concert with others, to seek to control or influence the management, the Board or policies of Arbinet; (d) nominate any persons as a director of Arbinet, or propose any matter to be voted on by stockholders of Arbinet; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing. The Stockholder also agrees during the Standstill Period not to request Arbinet (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).
Standstill Arrangements. Each of the Xxxxxx Entities agrees that, during the period from the date of this Agreement through the date which is ten days after the date of the 2003 Meeting (the “Standstill Period”), neither it nor any of its Affiliates or Associates will, without the written consent of FairMarket, directly or indirectly, solicit, request, advise, assist or encourage others to:
Standstill Arrangements. Investor agrees that, during the period from the date of this Agreement until June 1, 2003 (the "Standstill Period"), neither it nor any of its Affiliates or Associates will, without the written consent of FairMarket, directly or indirectly, solicit, request, advise, assist or encourage others to:
Standstill Arrangements. Each of the Xxxxx Parties agrees that, during the period from the date of this Agreement through the earlier of (i) the ninetieth (90th) day after the date of the 2007 Annual Meeting of Stockholders of the Company or (ii) October 31, 2007 (the “Standstill Period”), so long as the Company continues to nominate the Xxxxx Appointee, neither it nor any of its Affiliates or Associates will, without the written consent of the Company, directly or indirectly, solicit, request, advise, assist or encourage others to:
Standstill Arrangements. The Purchaser agrees that for a period of four (4) years after the Closing Date (the “Standstill Period”), without the prior written consent of the Company, the Purchaser shall not, nor shall it permit any of its Affiliates to, nor shall the Purchaser agree, or advise, assist, encourage, provide information or provide financing to other Persons, or permit any of its Affiliates to agree, or to advise, assist, encourage, provide information or provide financing to other Persons, to, individually or collectively, directly or indirectly:
