Standstill Provision definition

Standstill Provision means a provision of an agreement pursuant to which a party agrees to limit its ownership interest in another Entity.
Sample 1

Examples of Standstill Provision in a sentence

  • The Standstill Provision, by its own terms, expired in December 2000.

  • Section 7 of the Confidentiality Agreement included a provision providing for a "standstill" period of one year during which Dendrite was prohibited from taking any action, including making a tender offer or merger proposal, to acquire the stock or control of Synavant without first obtaining the written consent of the Board of Directors of Synavant (the "Standstill Provision").

  • Nothing in this Paragraph 5(c) Standstill Provision shall restrict Xxxxxx’x ability to vote pursuant to his stock or other equity intestests that he currently holds or receives pursuant to this Agreement.

  • Nor shall anything in this Paragraph 5(c) Standstill Provision prevent Xxxxxx from serving as a member of the Company’s Board of Directors, voting as a member of the Company’s Board of Directors, or in any other way restrict Xxxxxx from performing his duties as a member of the Company’s Board of Directors, without limitation.

  • Because the parties remained committed to building ARV by combining ARV's experience in the assisted living industry and LFREI's access to capital, the Standstill Provision and Non-Compete Covenant each remained a part of the amended agreement.

  • The Company agrees to fully enforce the Required Standstill Provision set forth in the Acceptable Confidentiality Agreement to which Xxxx and the Company are a party.

  • Pursuant to the Confidentiality Agreement, Mentor agreed, among other things, that it would not for a period of six months from the date of the Confidentiality Agreement acquire any securities of IKOS, engage in an extraordinary business transaction with IKOS, or engage in soliciting proxies from IKOS stockholders without prior approval of the IKOS board of directors (the "Standstill Provision").

  • COVENANTS 15 7.1 Notifications 15 7.2 Standstill Provision 16 7.3 Intrexon Proposals 17 7.4 Further Assurances 17 SECTION 8.

  • The Standstill Provision no longer applied if a third party took any action to acquire the stock or control of Synavant.

  • By letter dated February 7, 2003 and as required in the Standstill Provision, Dendrite requested approval of the Synavant Board of Directors to make a proposal to acquire Synavant pursuant to a merger for $1.60 per share of Synavant common stock to be paid in Dendrite common stock, which represented a 70% premium over the prior month's average closing price of the Synavant stock.

Related to Standstill Provision

  • Standstill Agreement shall have the meaning set forth in Section 6.03.

  • Standstill Period has the meaning set forth in Section 3.1.

  • Standstill Termination Date means the earlier of (i) the first anniversary of the Board Rights Termination Date and (ii) the later of (A) the third anniversary of this Agreement or (B) the first anniversary of the date on which both the Purchaser Designated Director has resigned from the Board and the Purchaser has permanently waived and renounced the Purchaser’s Board observation rights and Board designation rights in Section 1 and Section 2 of this Agreement.

  • Restrictive Covenant Agreement means any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

  • Restriction Agreement means the agreement setting forth the terms of an Award, and executed by a Grantee as provided in Section 7.1 hereof.

  • Confidentiality Agreement has the meaning set forth in Section 6.3.

  • Existing Confidentiality Agreement shall have the meaning set forth in Section 6.6.

  • Term Loan Standstill Period has the meaning provided in Section 8.01(b).

  • Noncompetition Agreement has the meaning given in Section 3.2.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Restrictive Covenant Agreements has the meaning set forth in the Recitals.

  • Exclusivity Agreement , in relation to land, means an agreement, by the owner or a lessee of the land, not to permit any person (other than the persons identified in the agreement) to construct a solar pv station on the land;”;

  • Non-Competition Agreement has the meaning set forth in Section 2.1 of this Agreement.

  • Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

  • Confidentiality Agreements is defined in Section 5.5(e) hereof.

  • Diversion agreement means a mechanism designed to hold a child accountable for his or her behavior and, if appropriate, securing services to serve the best interest of the child and to provide redress for that behavior without court action and without the creation of a formal court record;

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Acceptable Confidentiality Agreement means a confidentiality agreement that contains provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreements; provided, that such agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or having the effect of prohibiting the Company from satisfying its obligations under this Agreement.

  • Covenant not to compete means an agreement:

  • Restrictive Covenant has the meaning set forth in Section 6(c).

  • Lockup Agreement means the Lockup Agreement, dated as of the date hereof, by and between the Company and each person listed as a signatory thereto, in the form attached as Exhibit C hereto.

  • Noncompetition Agreements as defined in Section 2.8(a)(iv). "Occupational Safety and Health Law"--any law or regulation designed to provide safe and healthy working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (including those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.