Prohibited Actions. Each member of the HMTF Group hereby agrees that, prior to the termination of this Stockholders Agreement, such member of the HMTF Group will not, directly or indirectly, solicit, request, advise, or encourage others to take any of the following actions (collectively, the "Prohibited Actions"): (a) form, join in or in any other way participate in a "partnership, limited partnership, syndicate or other group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to Voting Securities or deposit any Voting Securities in a voting trust or similar arrangement or subject any Voting Securities to any voting agreement or pooling arrangement, other than solely with one or more Affiliates of HMTF/Omni with respect to the Common Stock owned on the date hereof or pursuant to this Stockholders Agreement; (b) solicit proxies or written consents of stockholders with respect to Voting Securities under any circumstances, or make any "solicitation" of any "proxy" to vote any Voting Securities, or become a "participant" in any election contest with respect to the Company (as such terms are defined or used in Rules 14a-1 and 14a-11 under the Exchange Act) or seek to advise or influence any Person with respect to the voting of any Voting Securities; (c) seek to call, or to request the call of, a special meeting of the stockholders of the Company or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company with the purpose or intent of affecting control of the Company; (d) commence, or announce any intention to commence, any tender offer for any Voting Securities; (e) publicly make a proposal or bid with respect to, or announce publicly any intention or desire to make any proposal or bid with respect to, (i) the acquisition of all or substantially all of the assets of the Company or of the assets or stock of any of its Subsidiaries or of all or any portion of the outstanding Voting Securities, or (ii) any merger, consolidation, statutory share exchange, other business combination, restructuring, recapitalization, liquidation or other extraordinary transaction involving the Company or any of its Subsidiaries; (f) act to seek control of the Board of Directors of the Company; provided, however, that (1) this clause shall not be interpreted to preclude any director designated by HMTF from exercising such director's fiduciary duties under applicable law and (2) no member of the HMTF Group shall be in violation of this Section 8.2.2 as a result of exercising or enforcing or seeking to enforce such member's rights pursuant to this Agreement; (g) initiate any action, suit or proceeding against the Company or any Subsidiary of the Company, the Board of Directors of the Company, or the officers of the Company in their capacity as such, other than an action, suit or proceeding to enforce the rights of the members of the HMTF Group under this Agreement; (h) arrange, or in any way participate in, any financing for any transaction referred to in Section 8.2.2(a) through (g) above; or (i) make public, directly or indirectly (including by disclosure to any journalist or other representative of the media): (i) any request, or otherwise seek (in any fashion that would require public disclosure by the Company, HMTF/Omni or their respective Affiliates) to obtain any waiver or amendment of any provision of this Article 8 or (ii) the taking of any action restricted by this Article 8.
Appears in 3 contracts
Sources: Post Merger Stockholders Agreement (Specialty Teleconstructors Inc), Post Merger Stockholders Agreement (Hicks Thomas O), Post Merger Stockholders Agreement (Carpenter Tommie R)
Prohibited Actions. Each member of the HMTF Group Investor hereby agrees (as to himself or itself only and not with respect to any other Investor) that, prior to the termination of this Stockholders AgreementTermination Date, such member of the HMTF Group Investor will not, without the prior approval of the Board of Directors of Limoneira, directly or indirectlyindirectly , solicit, request, advise, assist or encourage others to to, take any of the following actions (collectively, the "Prohibited Actions"):actions:
(a) form, join in or in any other way participate in a "“partnership, limited partnership, syndicate or other group" ” within the meaning of Section 13(d)(3) of the Exchange Act with respect to Voting Securities or deposit any Voting Securities in a voting trust or similar arrangement or subject any Voting Securities to any voting agreement or pooling arrangement, other than solely with one or more Affiliates of HMTF/Omni such Investor with respect to the Common Stock owned on the date hereof or pursuant to this Stockholders AgreementLimoneira Shares;
(b) solicit proxies or written consents of stockholders with respect to Voting Securities under any circumstances, or make make, or in any "way participate in, any “solicitation" ” of any "“proxy" ” to vote any Voting SecuritiesSecurities (other than a solicitation conducted by Limoneira), or become a "“participant" ” in any election contest with respect to the Company Limoneira (as such terms are defined or used in Rules Rule 14a-1 and 14a-11 under the Exchange Act) or seek other than an election contest related to advise or influence any Person with respect to election of members of the voting Board of any Voting SecuritiesDirectors elected solely by the holders of the Limoneira Shares;
(c) seek to call, or to request the call of, a special meeting of the stockholders of Limoneira unless first presented to the Company Limoneira Board of Directors or seek to make, or make, a stockholder proposal at any meeting of the stockholders of Limoneira that has not first been presented to the Company with the purpose or intent Limoneira Board of affecting control of the CompanyDirectors;
(d) commence, or announce any intention to commence, any tender offer for any Voting Securities;
(e) publicly make a proposal or bid with respect tomake, or announce publicly any intention or desire to make make, or facilitate the making of, any proposal (other than a confidential proposal to Limoneira) or bid with respect to, (i) to the acquisition of all or substantially all any substantial portion of the assets of the Company Limoneira or of the assets or stock of any of its Subsidiaries subsidiaries or of all or any portion of the outstanding Voting Securities, or (ii) any merger, consolidation, statutory share exchange, other business combination, restructuring, recapitalization, recapitalization or liquidation or other extraordinary transaction involving the Company Limoneira or any of its Subsidiariessubsidiaries;
(f) act to seek control of the Board of Directors of the Company; provided, however, that (1) this clause shall not be interpreted to preclude any director designated by HMTF from exercising such director's fiduciary duties under applicable law and (2) no member of the HMTF Group shall be in violation of this Section 8.2.2 as a result of exercising or enforcing or seeking to enforce such member's rights pursuant to this Agreement;
(g) initiate any action, suit or proceeding against the Company or any Subsidiary of the Company, the Board of Directors of the Company, or the officers of the Company in their capacity as such, other than an action, suit or proceeding to enforce the rights of the members of the HMTF Group under this Agreement;
(h) knowingly arrange, or in any way knowingly participate in, any financing for any transaction referred to in Section 8.2.2(aclauses 3(a) through (g3(e) above; or
(ig) make public, directly or indirectly (including by disclosure to any journalist or other representative of the media): (i) any request, or otherwise seek (in any fashion that would require public disclosure by the CompanyLimoneira, HMTF/Omni such Investor or their respective Affiliates) to obtain any waiver or amendment of any provision of this Article 8 Agreement or (ii) the taking of take any action restricted by this Article 8hereby.
Appears in 2 contracts
Sources: Standstill Agreement (Limoneira CO), Standstill Agreement (Calavo Growers Inc)
Prohibited Actions. Each member of the HMTF Group Investor hereby agrees (as to himself or itself only and not with respect to any other Investor) that, prior to the termination of this Stockholders AgreementTermination Date, such member of the HMTF Group Investor will not, without the prior approval of the Board of Directors of Calavo, directly or indirectlyindirectly , solicit, request, advise, assist or encourage others to to, take any of the following actions (collectively, the "Prohibited Actions"):actions:
(a) form, join in or in any other way participate in a "“partnership, limited partnership, syndicate or other group" ” within the meaning of Section 13(d)(3) of the Exchange Act with respect to Voting Securities or deposit any Voting Securities in a voting trust or similar arrangement or subject any Voting Securities to any voting agreement or pooling arrangement, other than solely with one or more Affiliates of HMTF/Omni such Investor with respect to the Common Stock owned on the date hereof or pursuant to this Stockholders AgreementCalavo Shares;
(b) solicit proxies or written consents of stockholders with respect to Voting Securities under any circumstances, or make make, or in any "way participate in, any “solicitation" ” of any "“proxy" ” to vote any Voting SecuritiesSecurities (other than a solicitation conducted by Calavo), or become a "“participant" ” in any election contest with respect to the Company Calavo (as such terms are defined or used in Rules Rule 14a-1 and 14a-11 under the Exchange Act) or seek other than an election contest related to advise or influence any Person with respect to election of members of the voting Board of any Voting SecuritiesDirectors elected solely by the holders of the Calavo Shares;
(c) seek to call, or to request the call of, a special meeting of the stockholders of Calavo unless first presented to the Company Calavo Board of Directors or seek to make, or make, a stockholder proposal at any meeting of the stockholders of Calavo that has not first been presented to the Company with the purpose or intent Calavo Board of affecting control of the CompanyDirectors;
(d) commence, or announce any intention to commence, any tender offer for any Voting Securities;
(e) publicly make a proposal or bid with respect tomake, or announce publicly any intention or desire to make make, or facilitate the making of, any proposal (other than a confidential proposal to Calavo) or bid with respect to, (i) to the acquisition of all or substantially all any substantial portion of the assets of the Company Calavo or of the assets or stock of any of its Subsidiaries subsidiaries or of all or any portion of the outstanding Voting Securities, or (ii) any merger, consolidation, statutory share exchange, other business combination, restructuring, recapitalization, recapitalization or liquidation or other extraordinary transaction involving the Company Calavo or any of its Subsidiariessubsidiaries;
(f) act to seek control of the Board of Directors of the Company; provided, however, that (1) this clause shall not be interpreted to preclude any director designated by HMTF from exercising such director's fiduciary duties under applicable law and (2) no member of the HMTF Group shall be in violation of this Section 8.2.2 as a result of exercising or enforcing or seeking to enforce such member's rights pursuant to this Agreement;
(g) initiate any action, suit or proceeding against the Company or any Subsidiary of the Company, the Board of Directors of the Company, or the officers of the Company in their capacity as such, other than an action, suit or proceeding to enforce the rights of the members of the HMTF Group under this Agreement;
(h) knowingly arrange, or in any way knowingly participate in, any financing for any transaction referred to in Section 8.2.2(aclauses 3(a) through (g3(e) above; or
(ig) make public, directly or indirectly (including by disclosure to any journalist or other representative of the media): (i) any request, or otherwise seek (in any fashion that would require public disclosure by the CompanyCalavo, HMTF/Omni such Investor or their respective Affiliates) to obtain any waiver or amendment of any provision of this Article 8 Agreement or (ii) the taking of take any action restricted by this Article 8hereby.
Appears in 2 contracts
Sources: Standstill Agreement (Limoneira CO), Standstill Agreement (Calavo Growers Inc)
Prohibited Actions. Each member Investor hereby agrees that prior ------------------ to the Termination Date, neither such Investor nor any of its Affiliates will, without the prior approval of the HMTF Group hereby agrees that, prior to the termination board of this Stockholders Agreement, such member Directors of the HMTF Group will notCompany, directly or indirectly, solicit, request, advise, assist or encourage others to to, take any of the following actions (collectively, the "Prohibited Actions"):actions:
(a) form, join in or in any other way participate in a "partnership, limited partnership, syndicate or other group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to Voting Securities or deposit any Voting Securities in a voting trust or similar arrangement or subject any Voting Securities to any voting agreement or pooling arrangement, other than solely with one or more Affiliates of HMTF/Omni such Investor with respect to the Common Stock owned on Company Shares or with one or more beneficial owners of the date hereof or pursuant to this Stockholders AgreementCompany Shares that does not own any Voting Securities other than the Company Shares;
(b) solicit proxies or written consents of stockholders with respect to Voting Securities (other than the Investor Shares) under any circumstances, or make make, or in any way participate in, any "solicitation" of any "proxy" to vote any Voting SecuritiesSecurities (other than conducted by the Company), or become a "participant" in any election contest with respect to the Company (as such terms are defined or used in Rules 14a-1 and 14a-11 under the Exchange Act) or seek other than an election contest related to advise or influence any Person with respect to election of members of the voting Board of any Voting SecuritiesDirectors elected solely by the holders of the Investor Shares;
(c) seek to call, or to request the call of, a special meeting of the stockholders of the Company (other than as contemplated by the Purchase Agreement) or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company with that has not first been presented to the purpose or intent Board of affecting control of the CompanyDirectors;
(d) commence, or announce any intention to commence, any tender offer for any Voting Securities;
(e) publicly make a proposal or bid with respect tomake, or announce publicly any intention or desire to make make, or facilitate the making of, any proposal (other than a confidential proposal to the Company) or bid with respect to, to (i) the acquisition of all or substantially all any substantial portion of the assets of the Company or of the assets or stock of any of its Subsidiaries subsidiaries or of all or any portion of the outstanding Voting Securities, or (ii) any merger, consolidation, statutory share exchange, other business combination, restructuring, recapitalization, recapitalization or liquidation or other extraordinary transaction involving the Company or any of its Subsidiariessubsidiaries;
(f) act to seek control of the Board of Directors of the Company; provided, however, that (1) this clause shall not be interpreted to preclude any director designated by HMTF from exercising such director's fiduciary duties under applicable law and (2) no member of the HMTF Group shall be in violation of this Section 8.2.2 as a result of exercising or enforcing or seeking to enforce such member's rights pursuant to this Agreement;
(g) initiate any action, suit or proceeding against the Company or any Subsidiary of the Company, the Board of Directors of the Company, or the officers of the Company in their capacity as such, other than an action, suit or proceeding to enforce the rights of the members of the HMTF Group under this Agreement;
(h) knowingly arrange, or in any way knowingly participate in, any financing for any transaction referred to in Section 8.2.2(aclauses 3(a) through (g3(e) above; or
(ig) make public, directly or indirectly (including by disclosure to any journalist or other representative of the media): (i) any request, or otherwise seek (in any fashion that would require public disclosure by the Company, HMTF/Omni such Investor or their respective Affiliates) to obtain any waiver or amendment of any provision of this Article 8 Agreement or (ii) the taking of take any action restricted by this Article 8hereby.
Appears in 2 contracts
Sources: Standstill Agreement (Tc Group LLC), Standstill Agreement (Tc Group LLC)
Prohibited Actions. Each member Except as contemplated by the Plan and during the Standstill Period, each of the HMTF Group hereby agrees that, prior to the termination of this Stockholders Agreement, such member of the HMTF Group ▇▇▇▇▇ Parties will not, directly individually or indirectlycollectively, solicit, request, advise, or encourage others to take any and each of the following actions (collectively, the "Prohibited Actions"):▇▇▇▇▇ Parties will not cause any ▇▇▇▇▇ Affiliate to:
(a) formacquire, join in announce an intention to acquire, offer, seek or in any other way participate in a "partnershippropose to acquire, limited partnershipor agree to acquire, syndicate by purchase, gift, tender or other group" within the meaning exchange offer, privately negotiated purchase, merger, or otherwise, beneficial or record ownership of Section 13(d)(3) of the Exchange Act with respect to Voting Securities or deposit any Voting Securities in of a voting trust member of the Company Group, including any rights, warrants, options or similar arrangement other securities convertible into or subject any exchangeable for Voting Securities of a member of the Company Group from a member of the Company Group or third parties or the right to vote any voting agreement of such Voting Securities, except as a result of a stock split, stock dividend or pooling arrangement, other than pro rata distribution made by a member of the Company Group to their shareholders and in which the ▇▇▇▇▇ Parties participate solely with one or more Affiliates of HMTF/Omni with respect to the Common Stock owned on the date hereof or pursuant to this Stockholders Agreementin their capacity as shareholders;
(b) solicit proxies form, join, or written consents in any way participate, in a "group" (as that term is given meaning in Section 13(d)3 of stockholders the Exchange Act) with respect to the Voting Securities under of a member of the Company Group or otherwise act in concert with any circumstancesPerson in respect of Voting Securities of a member of the Company Group, except as required to comply with this Agreement;
(c) arrange, or make in any way participate, in any financing for the purchase by any person of Voting Securities or the assets, or the business of a member of the Company Group;
(i) make, seek to propose or participate in making a proposal to any member of the Company Group or any third party (by public announcement, submission to a member of the Company Group or a third party or otherwise) in respect of any Change in Control involving a member of the Company Group; or (ii) take any other actions (other than voting any Voting Securities of any member of the Company Group Beneficially owned by the ▇▇▇▇▇ Parties) which may impede or assist the acquisition of Control of any member of the Company Group by any Person;
(i) other than as contemplated in this Agreement, solicit proxies for the voting of any Voting Securities of any member of the Company Group or otherwise become a "participant," directly or indirectly, in any "solicitation" of any "proxyproxies" to vote any Voting Securitiesvote, or become a "participant" in any "election contest with respect to the Company contest" (as such terms are defined or used in Rules 14a-1 Regulations 14A and 14a-11 14B under the Exchange Act) involving any member of the Company Group or seek to advise its securities, (ii) call or influence any Person with respect to the voting of any Voting Securities;
(c) seek to call, directly or to request the call ofindirectly, a any special meeting of the stockholders shareholders of any member of the Company or seek to makeGroup for any reason whatsoever, or make, a stockholder proposal at and (iii) engage in any meeting course of conduct with the stockholders purpose of causing shareholders of any member of the Company with Group to vote contrary to the purpose or intent of affecting control recommendation of the Company;
(d) commence, or announce board of directors of any intention to commence, any tender offer for any Voting Securities;
(e) publicly make a proposal or bid with respect to, or announce publicly any intention or desire to make any proposal or bid with respect to, (i) the acquisition of all or substantially all of the assets member of the Company or of the assets or stock of Group on any of its Subsidiaries or of all or any portion of the outstanding Voting Securities, or (ii) any merger, consolidation, statutory share exchange, other business combination, restructuring, recapitalization, liquidation or other extraordinary transaction involving the Company or any of its Subsidiaries;
(f) act matter presented to seek control of the Board of Directors of the Company; provided, however, that (1) this clause shall not be interpreted to preclude any director designated by HMTF from exercising such director's fiduciary duties under applicable law and (2) no a member of the HMTF Group shall be in violation Company Group's shareholders for their vote or challenging the policies of this Section 8.2.2 as a result of exercising or enforcing or seeking to enforce such member's rights pursuant to this Agreement;
(g) initiate any action, suit or proceeding against the Company or any Subsidiary of the Company, the Board of Directors of the Company, or the officers member of the Company in their capacity as such, other than an action, suit or proceeding to enforce the rights of the members of the HMTF Group under this AgreementGroup;
(h) arrange, or in any way participate in, any financing for any transaction referred to in Section 8.2.2(a) through (g) above; or
(i) make public, directly or indirectly (including by disclosure to any journalist or other representative of the media): (i) any request, or otherwise seek (in any fashion that would require public disclosure by the Company, HMTF/Omni or their respective Affiliates) to obtain any waiver or amendment of any provision of this Article 8 or (ii) the taking of any action restricted by this Article 8.
Appears in 1 contract
Sources: Standstill Agreement (Abovenet Inc)
Prohibited Actions. Each member Kalitta hereby agrees that until the third anniversary of the HMTF Group hereby agrees thatdate hereof, prior to the termination of this Stockholders Agreement, such member of the HMTF Group will Kalitta shall not, directly or indirectly, solicit, request, advise, assist or encourage others others, directly or indirectly, to take any of the following actions (collectively, the "Prohibited Actions"):actions:
(a) 30.2.1 form, join in or in any other way participate in a "partnership, limited partnership, syndicate or other group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to KTTY Voting Securities or deposit any KTTY Voting Securities in a voting trust or similar arrangement or subject any KTTY Voting Securities to any voting agreement or pooling arrangement, other than solely with one or more Affiliates of HMTF/Omni with respect to the Common Stock owned on the date hereof or pursuant to this Stockholders Agreement;
(b) 30.2.2 solicit proxies or written consents of stockholders with respect to KTTY Voting Securities under any circumstances, or make make, or in any way participate in, any "solicitation" of any "proxy" to vote any KTTY Voting Securities, or become a "participant" in any election contest with respect to the Company (as such terms are defined or used in Rules 14a-1 and 14a-11 under the Exchange Act) or seek to advise or influence any Person (as such term is defined in the Merger Agreement) with respect to the voting of any KTTY Voting Securities;
(c) 30.2.3 seek to call, or to request the call of, a special meeting of the stockholders of the Company or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company with the purpose or intent of affecting control of the Company;
(d) 30.2.4 commence, or announce any intention to commence, any tender offer for any KTTY Voting Securities or file with or send to the Securities and Exchange Commission (the "COMMISSION") a Schedule 13D or any amendments thereto under the Exchange Act with respect to KTTY Voting Securities, except (i) the Schedule 13D to be filed with the Commission in connection with the issuance to Kalitta of KTTY Voting Securities pursuant to the Merger Agreement (the "CURRENT SCHEDULE 13D"), and (ii) any amendment to the Current Schedule 13D to reflect changes to the disclosures set forth therein and exhibits filed therewith, to the extent such changes result from actions that are not prohibited by or inconsistent with this Agreement (such permitted amendments and additional exhibits to the Current Schedule 13D being referred to as the "PERMITTED SCHEDULE 13D AMENDMENTS");
(e) publicly 30.2.5 make a proposal or bid with respect to, or announce publicly any intention or desire to make, or publicly make or disclose, cause to be made or disclosed publicly, facilitate the making public or public disclosure of, any proposal or bid with respect to, to (i) the acquisition of all or substantially all any substantial portion of the assets of the Company or of the assets or stock of any of its Subsidiaries subsidiaries or of all or any portion of the outstanding KTTY Voting SecuritiesSecurities (except Kalitta may file Permitted Schedule 13D Amendments), or (ii) any merger, consolidation, statutory share exchange, other business combination, restructuring, recapitalization, liquidation or other extraordinary transaction involving the Company or any of its Subsidiariessubsidiaries;
(f) 30.2.6 otherwise act to seek control of the Board of Directors alone or in concert with others except, solely in his capacity as a director of the Company, to seek to control or influence in any manner the management, the board of directors (including the composition thereof) or the business, policies, operations or affairs of the Company;
30.2.7 take any action or form any intention which would require an amendment to the Current Schedule 13D (other than amendments containing only the Permitted Schedule 13D Amendments);
30.2.8 commence, join in, or in any way participate in, any action, suit or proceeding of any kind (except in the case in which such action, suit or proceeding does not relate to the matters referred to in this Section 30.2 or in which Kalitta (i) is a defendant in any such action, suit or proceeding; provided, however, that (1) this clause such participation shall not in every case be interpreted limited to preclude any director designated the defense by HMTF from exercising such director's fiduciary duties under applicable law and (2) no member Kalitta of the HMTF Group shall be in violation of this Section 8.2.2 as a result of exercising allegations made or enforcing or seeking to enforce such member's rights claims brought against Kalitta pursuant to this Agreement;
(g) initiate any such action, suit or proceeding against proceeding; provided, further, that such participation may include counterclaims only if the Company Company, or any Subsidiary subsidiary, affiliate or division of the Company, the Board board of Directors directors of the Company, Company or the officers of the Company in with respect to their capacity role as such, other than an shall have previously brought claims under this Section 30.2 in such action, suit or proceeding or (ii) is required, by subpoena, court order or otherwise, to enforce respond to or appear before the rights court in which such action, suit or proceeding has been brought), or, directly or indirectly, support or encourage (as opposed to cooperate with governmental entities in connection with) any administrative or investigative action or proceeding of any nature, against, involving or relating to the Company, or any subsidiary, affiliate or division of the members Company, the board of directors of the HMTF Group under this AgreementCompany, the officers of the Company, or any agent or advisor of the Company (including, without limitation, attorneys, accountants, bankers and financial advisors) with respect to its or his, as the case may be, role as such;
(h) 30.2.9 arrange, or in any way participate in, any financing for any transaction referred to in Section 8.2.2(a) clauses 30.2.1 through (g) 30.2.8 above; or
(i) 30.2.10 make public, directly or indirectly cause or facilitate the making public (including by disclosure to any journalist or other representative of the media): ) of: (i) any request, or otherwise seek (in any fashion that would require public disclosure by the Company, HMTF/Omni Kalitta or their respective Affiliates) affiliates), to obtain any waiver or amendment of any provision of this Article 8 Section 30.2 or (ii) the taking of any action restricted by this Article 8hereby.
Appears in 1 contract
Prohibited Actions. Each member For so long as any Secured Obligation remains outstanding, the Corporation shall not do any of the HMTF Group hereby agrees that, prior to the termination of this Stockholders Agreement, such member of the HMTF Group will notfollowing: engage, directly or indirectly, solicitin any business or activity other than as set forth in the purpose provision of this Agreement; incur, requestcreate or assume any indebtedness or assume or guarantee any indebtedness of any Person, adviseincluding any Affiliate, other than as expressly permitted under the Credit Agreement; dissolve or liquidate, in whole or in part, consolidate or merge with or into any other Person or convey or transfer its properties and assets or ownership interests substantially or in entirety to any Person (except for those transfers expressly permitted under the Credit Agreement) outside the ordinary course of the Corporation’s business and except as permitted by the Loan Documents; without the unanimous affirmative vote of the Shareholder and the Independent Directors, institute proceedings to be adjudicated bankrupt or insolvent, or encourage others consent to take the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of the following actions a receiver, liquidator, assignee, trustee, sequestrator (collectively, the "Prohibited Actions"):
(a) form, join in or in any other way participate in a "partnership, limited partnership, syndicate or other group" within the meaning of Section 13(d)(3similar official) of the Exchange Act with respect to Voting Securities Corporation or deposit any Voting Securities in a voting trust or similar arrangement or subject any Voting Securities to any voting agreement or pooling arrangement, other than solely with one or more Affiliates substantial part of HMTF/Omni with respect to the Common Stock owned on the date hereof or pursuant to this Stockholders Agreement;
(b) solicit proxies or written consents of stockholders with respect to Voting Securities under any circumstancesits property, or make any "solicitation" assignment for the benefit of any "proxy" to vote any Voting Securitiescreditors, or admit in writing its inability to pay its debts generally as they become a "participant" due, or take limited liability company action in furtherance of the foregoing; form, acquire, hold or own any Subsidiary or make any investment in any election contest with respect Person or otherwise own any equity interest in any Person; make or permit to the Company (as such terms are defined remain outstanding any loans or used in Rules 14a-1 and 14a-11 under the Exchange Act) or seek to advise or influence any Person with respect to the voting of any Voting Securities;
(c) seek to call, or to request the call of, a special meeting of the stockholders of the Company or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company with the purpose or intent of affecting control of the Company;
(d) commence, or announce any intention to commence, any tender offer for any Voting Securities;
(e) publicly make a proposal or bid with respect advances to, or announce publicly own or acquire any intention stock or desire to make securities in, any proposal third party, including the Shareholder, or bid with respect to, (i) the acquisition of all any principal or substantially all Affiliate of the assets of the Company Corporation or of the Shareholder, as the case may be, or any principal or Affiliate thereof; pledge its assets or stock for the benefit of any third party, including the Shareholder, or any principal or Affiliate of the Corporation or the Shareholder, as the case may be; amend, modify or terminate any of the “Special Purpose” entity provisions or any other provision of this Certificate of Incorporation, except as expressly permitted by the terms of the Credit Agreement; fail to allocate any overhead for shared office space with an Affiliate in a fair and reasonable manner, including paying for office space and services performed by any employee of an Affiliate; fail to use separate stationery, invoices and checks bearing its own name; orchestrate, collude with any Person, solicit any creditors, endeavor to obtain, induce any Person, or entice any Person, directly or indirectly, through its Shareholder, any Affiliates or Subsidiaries thereof or any ultimate principal thereof, which would have the effect of causing an involuntary (federal or state) bankruptcy or similar proceeding to be commenced against Corporation or its Shareholder; acquire the obligations or securities of its Subsidiaries Affiliates or Shareholders; or buy or hold evidence of all indebtedness issued by any other Person (other than cash or investment-grade securities), except as expressly permitted in the Loan Documents; or engage in any portion of the outstanding Voting Securitiesdissolution, or (ii) any mergerliquidation, consolidation, statutory share exchangemerger, or asset sale other business combinationthan such activities as are expressly permitted pursuant to the Loan Documents; or acquire or own any assets other than (A) the Property, restructuringand (B) such incidental Personal Property as may be necessary for the ownership, recapitalizationleasing, liquidation or other extraordinary transaction involving the Company or any of its Subsidiaries;
(f) act to seek control maintenance and operation of the Board of Directors of the Company; provided, however, that (1) this clause shall not be interpreted to preclude any director designated by HMTF from exercising such director's fiduciary duties under applicable law and (2) no member of the HMTF Group shall be in violation of this Section 8.2.2 as a result of exercising or enforcing or seeking to enforce such member's rights pursuant to this Agreement;
(g) initiate any action, suit or proceeding against the Company or any Subsidiary of the Company, the Board of Directors of the Company, or the officers of the Company in their capacity as such, other than an action, suit or proceeding to enforce the rights of the members of the HMTF Group under this Agreement;
(h) arrange, or in any way participate in, any financing for any transaction referred to in Section 8.2.2(a) through (g) above; or
(i) make public, directly or indirectly (including by disclosure to any journalist or other representative of the media): (i) any request, or otherwise seek (in any fashion that would require public disclosure by the Company, HMTF/Omni or their respective Affiliates) to obtain any waiver or amendment of any provision of this Article 8 or (ii) the taking of any action restricted by this Article 8Property.
Appears in 1 contract
Prohibited Actions. Each member of the HMTF Group Purchaser hereby agrees that, that prior to the termination Termination Date, neither such Purchaser nor any of this Stockholders Agreement, such member of the HMTF Group will notits Affiliates will, directly or indirectly, solicit, request, advise, assist or encourage others to to, take any of the following actions (collectively, the "Prohibited Actions"):actions:
(a) form, join in or in any other way participate in a "partnership, limited partnership, syndicate or other group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to Voting Securities or deposit any Voting Securities in a voting trust or similar arrangement or subject any Voting Securities to any voting agreement or pooling arrangementarrangement with respect to the Company Securities, other than solely (i) with one or more Affiliates of HMTF/Omni such Purchaser, or (ii) with respect to matters presented to the Common Stock owned on the date hereof or pursuant to this Stockholders AgreementBoard of Directors in accordance with Section 2.1(b);
(b) solicit proxies or written consents of stockholders with respect to Voting Securities under any circumstances, or make any "solicitation" of any "proxy" to vote any Voting Securities, or become a "participant" in any election contest with respect to the Company (as such terms are defined or used in Rules 14a-1 and 14a-11 under the Exchange Act) or seek to advise or influence any Person with respect to the voting of any Voting Securities;
(c) seek to call, or to request the call of, a special meeting of the stockholders of the Company or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company with that has not first been presented to the purpose or intent Board of affecting control of the CompanyDirectors at least 60 days, but not more than 120 days, prior to such meeting;
(dc) commence, or announce any intention to commence, any tender offer for any Voting Securities, except following an announcement by any unaffiliated third party of an intention to make, or the commencement of, such a tender offer;
(ed) publicly make a proposal or bid with respect toexcept as approved in advance by the Board of Directors, or make, announce publicly any intention or desire to make make, or facilitate the making public or public disclosure of, any proposal or bid with respect to, to (i) the acquisition of all or substantially all any substantial portion of the assets of the Company or of the assets or stock of any of its Subsidiaries subsidiaries or of all or any portion of the outstanding Voting Securities, or (ii) any merger, consolidation, statutory share exchange, other business combination, restructuring, recapitalization, liquidation or other extraordinary transaction involving the Company or any of its Subsidiaries;
(f) act to seek control of the Board of Directors of the Company; subsidiaries, provided, however, that (1) this clause if a Purchaser supports, agrees to vote in favor of or to tender securities into, or announces support for a bona fide third party proposal not solicited or arranged by such Purchaser after the proposal has been publicly announced, such actions shall not be interpreted to preclude any director designated by HMTF from exercising constitute "facilitating" such director's fiduciary duties under applicable law and (2) no member of the HMTF Group shall be in violation proposal for purposes of this Section 8.2.2 as a result of exercising or enforcing or seeking to enforce such member's rights pursuant to this Agreement2.1(d);
(ge) initiate amend or repeal, or seek to amend or repeal, any action, suit or proceeding against the Company or any Subsidiary of anti-takeover provisions adopted by the Company, including the Board Rights Agreement, dated January 21, 2004, between the Company and American Stock Transfer & Trust Company (as amended in accordance with its terms), provided that voting in favor of Directors such a repeal, if proposed by persons not affiliated with any of the CompanyPurchasers, or the officers of the Company in their capacity shall not violate this Section 2.1(e), and all Purchasers shall be free to vote any Voting Securities held by them as such, other than an action, suit or proceeding they see fit with respect to enforce the rights of the members of the HMTF Group under this Agreementany such proposal;
(hf) arrange, or in any way participate in, any financing for any transaction referred to in Section 8.2.2(a2.1(a) through (g) above2.1(e); or
(ig) make public, directly or indirectly (including by disclosure any request to any journalist or other representative the Board of the media): (i) any requestDirectors for, or otherwise seek (in any fashion that would require public disclosure by the Company, HMTF/Omni such Purchaser or their respective Affiliates) to obtain from the Company, any waiver or amendment of any provision of this Article 8 or (ii) the taking of any action restricted by this Article 8Agreement prior to November 14, 2006.
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Prohibited Actions. Each member Kalitta hereby agrees that until the third anniversary of the HMTF Group hereby agrees thatdate hereof, prior to the termination of this Stockholders Agreement, such member of the HMTF Group will Kalitta shall not, directly or indirectly, solicit, request, advise, assist or encourage others others, directly or indirectly, to take any of the following actions (collectively, the "Prohibited Actions"):actions:
(a) 30.2.1 form, join in or in any other way participate in a "partnership, limited partnership, syndicate or other group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to KTTY Voting Securities or deposit any KTTY Voting Securities in a voting trust or similar arrangement or subject any KTTY Voting Securities to any voting agreement or pooling arrangement, other than solely with one or more Affiliates of HMTF/Omni with respect to the Common Stock owned on the date hereof or pursuant to this Stockholders Agreement;
(b) 30.2.2 solicit proxies or written consents of stockholders with respect to KTTY Voting Securities under any circumstances, or make make, or in any way participate in, any "solicitation" of any "proxy" to vote any KTTY Voting Securities, or become a "participant" in any election contest with respect to the Company (as such terms are defined or used in Rules 14a-1 and 14a-11 under the Exchange Act) or seek to advise or influence any Person (as such term is defined in the Merger Agreement) with respect to the voting of any KTTY Voting Securities;
(c) 30.2.3 seek to call, or to request the call of, a special meeting of the stockholders of the Company or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company with the purpose or intent of affecting control of the Company;
(d) 30.2.4 commence, or announce any intention to commence, any tender offer for any KTTY Voting Securities or file with or send to the Securities and Exchange Commission (the "COMMISSION") a Schedule 13D or any amendments thereto under the Exchange Act with respect to KTTY Voting Securities;
(e) publicly make a proposal or bid with respect to, or announce publicly any intention or desire to make any proposal or bid with respect to, except (i) the acquisition Schedule 13D to be filed with the Commission in connection with the issuance to Kalitta of all or substantially all of KTTY Voting Securities pursuant to the assets of Merger Agreement (the Company or of the assets or stock of any of its Subsidiaries or of all or any portion of the outstanding Voting Securities"CURRENT SCHEDULE 13D"), or and (ii) any mergeramendment to the Current Schedule 13D to reflect changes to the disclosures set forth therein and exhibits filed therewith, consolidation, statutory share exchange, other business combination, restructuring, recapitalization, liquidation to the extent such changes result from actions that are not prohibited by or other extraordinary transaction involving inconsistent with this Agreement (such permitted amendments and additional exhibits to the Company or any of its Subsidiaries;
(f) act to seek control of the Board of Directors of the Company; provided, however, that (1) this clause shall not be interpreted to preclude any director designated by HMTF from exercising such director's fiduciary duties under applicable law and (2) no member of the HMTF Group shall be in violation of this Section 8.2.2 as a result of exercising or enforcing or seeking to enforce such member's rights pursuant to this Agreement;
(g) initiate any action, suit or proceeding against the Company or any Subsidiary of the Company, the Board of Directors of the Company, or the officers of the Company in their capacity as such, other than an action, suit or proceeding to enforce the rights of the members of the HMTF Group under this Agreement;
(h) arrange, or in any way participate in, any financing for any transaction Current Schedule 13D being referred to in Section 8.2.2(a) through (g) above; or
(i) make public, directly or indirectly (including by disclosure to any journalist or other representative of as the media): (i) any request, or otherwise seek (in any fashion that would require public disclosure by the Company, HMTF/Omni or their respective Affiliates) to obtain any waiver or amendment of any provision of this Article 8 or (ii) the taking of any action restricted by this Article 8."PERMITTED SCHEDULE 13D AMENDMENTS");
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Prohibited Actions. Each member of the HMTF Group Investor hereby agrees that, that prior to the termination Termination Date, neither such Investor nor any of this Stockholders Agreementits Affiliates will, such member without the prior approval of the HMTF Group will notboard of Directors of the Company, directly or indirectly, solicit, request, advise, assist or encourage others to to, take any of the following actions (collectively, the "Prohibited Actions"):actions:
(a) form, join in or in any other way participate in a "partnership, limited partnership, syndicate or other group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to Voting Securities or deposit any Voting Securities in a voting trust or similar arrangement or subject any Voting Securities to any voting agreement or pooling arrangement, other than solely with one or more Affiliates of HMTF/Omni such Investor with respect to the Common Stock owned on Company Shares or with one or more beneficial owners of the date hereof or pursuant to this Stockholders AgreementCompany Shares that does not own any Voting Securities other than the Company Shares;
(b) solicit proxies or written consents of stockholders with respect to Voting Securities (other than the Investor Shares) under any circumstances, or make make, or in any way participate in, any "solicitation" of any "proxy" to vote any Voting SecuritiesSecurities (other than conducted by the Company), or become a "participant" in any election contest with respect to the Company (as such terms are defined or used in Rules 14a-1 and 14a-11 under the Exchange Act) or seek other than an election contest related to advise or influence any Person with respect to election of members of the voting Board of any Voting SecuritiesDirectors elected solely by the holders of the Investor Shares;
(c) seek to call, or to request the call of, a special meeting of the stockholders of the Company (other than as contemplated by the Purchase Agreement) or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company with that has not first been presented to the purpose or intent Board of affecting control of the CompanyDirectors;
(d) commence, or announce any intention to commence, any tender offer for any Voting Securities;
(e) publicly make a proposal or bid with respect tomake, or announce publicly any intention or desire to make make, or facilitate the making of, any proposal (other than a confidential proposal to the Company) or bid with respect to, to (i) the acquisition of all or substantially all any substantial portion of the assets of the Company or of the assets or stock of any of its Subsidiaries subsidiaries or of all or any portion of the outstanding Voting Securities, or (ii) any merger, consolidation, statutory share exchange, other business combination, restructuring, recapitalization, recapitalization or liquidation or other extraordinary transaction involving the Company or any of its Subsidiariessubsidiaries;
(f) act to seek control of the Board of Directors of the Company; provided, however, that (1) this clause shall not be interpreted to preclude any director designated by HMTF from exercising such director's fiduciary duties under applicable law and (2) no member of the HMTF Group shall be in violation of this Section 8.2.2 as a result of exercising or enforcing or seeking to enforce such member's rights pursuant to this Agreement;
(g) initiate any action, suit or proceeding against the Company or any Subsidiary of the Company, the Board of Directors of the Company, or the officers of the Company in their capacity as such, other than an action, suit or proceeding to enforce the rights of the members of the HMTF Group under this Agreement;
(h) knowingly arrange, or in any way knowingly participate in, any financing for any transaction referred to in Section 8.2.2(aclauses 3(a) through (g3(e) above; or
(ig) make public, directly or indirectly (including by disclosure to any journalist or other representative of the media): (i) any request, or otherwise seek (in any fashion that would require public disclosure by the Company, HMTF/Omni such Investor or their respective Affiliates) to obtain any waiver or amendment of any provision of this Article 8 Agreement or (ii) the taking of take any action restricted by this Article 8hereby.
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Sources: Standstill Agreement (Aviall Inc)
Prohibited Actions. Each member of the HMTF Group Purchaser hereby agrees that, that prior to the termination Termination Date, neither such Purchaser nor any of this Stockholders Agreement, such member of the HMTF Group will notits Affiliates will, directly or indirectly, solicit, request, advise, assist or encourage others to to, take any of the following actions (collectively, the "Prohibited Actions"):actions:
(a) form, join in or in any other way participate in a "“partnership, limited partnership, syndicate or other group" ” within the meaning of Section 13(d)(3) of the Exchange Act with respect to Voting Securities or deposit any Voting Securities in a voting trust or similar arrangement or subject any Voting Securities to any voting agreement or pooling arrangementarrangement with respect to the Company Securities, other than solely (i) with one or more Affiliates of HMTF/Omni such Purchaser, or (ii) with respect to matters presented to the Common Stock owned on the date hereof or pursuant to this Stockholders AgreementBoard of Directors in accordance with Section 2.1(b);
(b) solicit proxies or written consents of stockholders with respect to Voting Securities under any circumstances, or make any "solicitation" of any "proxy" to vote any Voting Securities, or become a "participant" in any election contest with respect to the Company (as such terms are defined or used in Rules 14a-1 and 14a-11 under the Exchange Act) or seek to advise or influence any Person with respect to the voting of any Voting Securities;
(c) seek to call, or to request the call of, a special meeting of the stockholders of the Company or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company with that has not first been presented to the purpose or intent Board of affecting control of the CompanyDirectors at least 60 days, but not more than 120 days, prior to such meeting;
(dc) commence, or announce any intention to commence, any tender offer for any Voting Securities, except following an announcement by any unaffiliated third party of an intention to make, or the commencement of, such a tender offer;
(ed) publicly make a proposal or bid with respect toexcept as approved in advance by the Board of Directors, or make, announce publicly any intention or desire to make make, or facilitate the making public or public disclosure of, any proposal or bid with respect to, to (i) the acquisition of all or substantially all any substantial portion of the assets of the Company or of the assets or stock of any of its Subsidiaries subsidiaries or of all or any portion of the outstanding Voting Securities, or (ii) any merger, consolidation, statutory share exchange, other business combination, restructuring, recapitalization, liquidation or other extraordinary transaction involving the Company or any of its Subsidiaries;
(f) act to seek control of the Board of Directors of the Company; subsidiaries, provided, however, that (1) this clause if a Purchaser supports, agrees to vote in favor of or to tender securities into, or announces support for a bona fide third party proposal not solicited or arranged by such Purchaser after the proposal has been publicly announced, such actions shall not be interpreted to preclude any director designated by HMTF from exercising constitute “facilitating” such director's fiduciary duties under applicable law and (2) no member of the HMTF Group shall be in violation proposal for purposes of this Section 8.2.2 as a result of exercising or enforcing or seeking to enforce such member's rights pursuant to this Agreement2.1(d);
(ge) initiate amend or repeal, or seek to amend or repeal, any action, suit or proceeding against the Company or any Subsidiary of anti-takeover provisions adopted by the Company, including the Board Rights Agreement, dated January 21, 2004, between the Company and American Stock Transfer & Trust Company (as amended in accordance with its terms), provided that voting in favor of Directors such a repeal, if proposed by persons not affiliated with any of the CompanyPurchasers, or the officers of the Company in their capacity shall not violate this Section 2.1(e), and all Purchasers shall be free to vote any Voting Securities held by them as such, other than an action, suit or proceeding they see fit with respect to enforce the rights of the members of the HMTF Group under this Agreementany such proposal;
(hf) arrange, or in any way participate in, any financing for any transaction referred to in Section 8.2.2(a2.1(a) through (g) above2.1(e); or
(ig) make public, directly or indirectly (including by disclosure any request to any journalist or other representative the Board of the media): (i) any requestDirectors for, or otherwise seek (in any fashion that would require public disclosure by the Company, HMTF/Omni such Purchaser or their respective Affiliates) to obtain from the Company, any waiver or amendment of any provision of this Article 8 or (ii) the taking of any action restricted by this Article 8Agreement prior to November 14, 2006.
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