Common use of Shareholder Proposals Clause in Contracts

Shareholder Proposals. Each of the Purchaser and the General Partner covenants and agrees that, until the Release Date occurs, no member of the Restricted Group shall (A) initiate, propose or otherwise solicit shareholders of the Company with respect to, or otherwise make publicly, any shareholder proposal with respect to the Company (including without limitation a proposal of the type described in Rule 14a-8 under the Exchange Act), or induce or attempt to induce any other Person to initiate any such shareholder proposal or (B) solicit, seek to effect, negotiate with or provide any information to any other Person (other than another member of the Restricted Group) with respect to, or make any proposal, whether written or oral, to the Board, or otherwise make any public announcement or proposal whatsoever with respect to, a merger or acquisition of the Company or any of its Subsidiaries, the sale of substantially all of the assets of the Company or any capital stock of any of its Significant Subsidiaries, the purchase of Voting Securities of the Company or any of its Significant Subsidiaries, the liquidation or recapitalization of the Company or any of its Subsidiaries or any similar business transactions, or take any other action which might require or result in a public announcement with respect to any such matters or other matters which would require a shareholder vote, or make an announcement of the intention to make such a proposal (in each case other than any such public statements or proposals necessary to the exercise of the Restricted Group's solicitation rights permitted by the proviso contained in Section 2 of this Agreement).

Appears in 3 contracts

Sources: Standstill Agreement (Moore Corporation LTD), Standstill Agreement (Chancery Lane/GSC Investors Lp), Standstill Agreement (Moore Corporation LTD)