Common use of Standstill Provision Clause in Contracts

Standstill Provision. During the 12-month period commencing on the date of this Agreement (the “Standstill Period”), neither the Counterparty nor any of the Counterparty’s Representatives (to the extent acting at the Counterparty’s direction) will, in any manner, directly or indirectly, without ▇▇▇▇▇▇’▇ prior written consent: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of ▇▇▇▇▇▇ or any securities of any subsidiary or other Affiliate of ▇▇▇▇▇▇, (ii) any acquisition of any assets of ▇▇▇▇▇▇ or any assets of any subsidiary or other Affiliate of ▇▇▇▇▇▇, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving ▇▇▇▇▇▇ or any subsidiary or other Affiliate of ▇▇▇▇▇▇, or involving any securities or assets of ▇▇▇▇▇▇ or any securities or assets of any subsidiary or other Affiliate of ▇▇▇▇▇▇, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of ▇▇▇▇▇▇; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of ▇▇▇▇▇▇; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of ▇▇▇▇▇▇; (d) take any action that would reasonably be expected to require ▇▇▇▇▇▇ to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or knowingly encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “

Standstill Provision. During the 12eighteen-month period commencing on the date of this Agreement (the “Standstill Period”), neither the Counterparty Party nor any of the Counterpartyother Party’s Representatives (to affiliated entities will, without the extent acting at the Counterpartyother Party’s direction) willconsent, in any manner, directly or indirectly, without ▇▇▇▇▇▇’▇ prior written consent: (a) make, effect, initiate, cause or participate in in: (i) any acquisition of beneficial ownership of any securities of ▇▇▇▇▇▇ the other Party or any securities of any subsidiary or other Affiliate affiliate of ▇▇▇▇▇▇, the other Party; (ii) any acquisition of any assets of ▇▇▇▇▇▇ the other Party or any assets of any subsidiary or other Affiliate affiliate of ▇▇▇▇▇▇, the other Party; (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving ▇▇▇▇▇▇ the other Party or any subsidiary or other Affiliate affiliate of ▇▇▇▇▇▇the other Party, or involving any securities or assets of ▇▇▇▇▇▇ the other Party or any securities or assets of any subsidiary or other Affiliate affiliate of ▇▇▇▇▇▇, the other Party; or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of ▇▇▇▇▇▇the other Party; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of ▇▇▇▇▇▇the other Party; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of ▇▇▇▇▇▇the other Party; (d) take any action that would reasonably be expected to might require ▇▇▇▇▇▇ the other Party to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or knowingly encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “(e)” of this sentence; or (g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing. Each Party represents and warrants to the other Party that, as of the date of this Agreement, neither such Party nor any subsidiary or other affiliated entity of such Party (nor any other Person in such Party’s capacity as a Representative of, or otherwise acting on behalf of or at the direction of, such Party) owns any equity, debt or other securities of the other Party or any direct or indirect options, warrants or other rights to acquire, or any securities convertible into or exchangeable for, any equity, debt or other securities of the other Party. Notwithstanding anything to the contrary contained in this Agreement, if, at any time during the Standstill Period, any Person (other than a Party or any subsidiary or other affiliate of a Party) or group of Persons enters into an agreement with the other Party contemplating the acquisition (by way of merger, tender offer or otherwise) of more than 50% of the other Party’s outstanding securities, then this section 6, and all of such Party’s obligations set forth in this section 6, shall immediately terminate and cease to be of any further force or effect. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.

Standstill Provision. During the 12-month one year period commencing on the date of this Agreement (the “Standstill Period”), neither the Counterparty Party nor any of the Counterpartysuch Party’s subsidiaries, controlled affiliates, or Representatives (to the extent acting at the Counterparty’s direction) will, in any manner, directly or indirectly, without ▇▇▇▇▇▇’▇ prior written consent: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of ▇▇▇▇▇▇ the other Party or any securities (including derivatives thereof) of any subsidiary or other Affiliate controlled affiliate of ▇▇▇▇▇▇the other Party, (ii) any acquisition of any assets of ▇▇▇▇▇▇ the other Party or any assets of any subsidiary subsidiary, division or other Affiliate controlled affiliate of ▇▇▇▇▇▇the other Party, except in the ordinary course of business, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving ▇▇▇▇▇▇ the other Party or any subsidiary or other Affiliate controlled affiliate of ▇▇▇▇▇▇, the other Party or involving any securities or assets of ▇▇▇▇▇▇ the other Party or any securities or assets of any subsidiary subsidiary, division or other Affiliate affiliate of ▇▇▇▇▇▇the other Party, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of ▇▇▇▇▇▇the other Party, except that such Party may beneficially own up to 1% of each class of the such other Party’s outstanding securities; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of ▇▇▇▇▇▇the other Party or any subsidiary or division of the other Party; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of ▇▇▇▇▇▇the other Party; (d) take any action that would reasonably be expected to require ▇▇▇▇▇▇ the other Party to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or knowingly encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “(e)” of this sentence; (g) (g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing; or (h) request or propose (either directly or indirectly) that the other Party or any of the other Party’s Representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 7 (including this sub-paragraph). Notwithstanding any other provision of this Agreement to the contrary, nothing in this Agreement will be deemed to prohibit a Party from confidentially communicating to the other Party’s board of directors or senior management or external financial advisors any non-public proposals regarding a possible transaction of any kind in such a manner as would not reasonably be expected to require public disclosure thereof under applicable law or listing standards of any securities exchange. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement

Standstill Provision. During the 12-month one year period commencing on the date of this Agreement (the “Standstill Period”), neither the Counterparty Party nor any of the Counterpartysuch Party’s subsidiaries, controlled affiliates, or Representatives (to the extent acting at the Counterparty’s direction) will, in any manner, directly or indirectly, without ▇▇▇▇▇▇’▇ prior written consent: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of ▇▇▇▇▇▇ the other Party or any securities (including derivatives thereof) of any subsidiary or other Affiliate controlled affiliate of ▇▇▇▇▇▇the other Party, (ii) any acquisition of any assets of ▇▇▇▇▇▇ the other Party or any assets of any subsidiary subsidiary, division or other Affiliate controlled affiliate of ▇▇▇▇▇▇the other Party, except in the ordinary course of business, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving ▇▇▇▇▇▇ the other Party or any subsidiary or other Affiliate controlled affiliate of ▇▇▇▇▇▇, the other Party or involving any securities or assets of ▇▇▇▇▇▇ the other Party or any securities or assets of any subsidiary subsidiary, division or other Affiliate affiliate of ▇▇▇▇▇▇the other Party, or (iv) any “solicitation” of “proxies” (as ​(as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of ▇▇▇▇▇▇the other Party, except that such Party may beneficially own up to 1% of each class of the such other Party’s outstanding securities; (b) form, join or participate in a “group” (as ​(as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of ▇▇▇▇▇▇the other Party or any subsidiary or division of the other Party; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of ▇▇▇▇▇▇the other Party; (d) take any action that would reasonably be expected to require ▇▇▇▇▇▇ the other Party to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or knowingly encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “

Standstill Provision. During the 12one-month year period commencing on the date of this Agreement Effective Date (the “Standstill Period”), neither the Counterparty nor any of the Counterparty’s Representatives each Party (to the extent acting at the Counterparty’s directionhereinafter a “Restricted Party”) willagrees that it will not, in any manner, directly or indirectly, without ▇▇▇▇▇▇’▇ prior written consent: (a) make, effect, initiate, cause or propose, cause, participate in or knowingly encourage (i) any acquisition of beneficial ownership of any securities of ▇▇▇▇▇▇ the other Party (“Other Party”) or any securities of any subsidiary or other Affiliate of ▇▇▇▇▇▇the Other Party, (ii) any acquisition of any material assets of ▇▇▇▇▇▇ the Other Party or any assets the Other Party’s subsidiaries outside the ordinary course of any subsidiary or other Affiliate of ▇▇▇▇▇▇business, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving ▇▇▇▇▇▇ the Other Party or any subsidiary or other Affiliate of ▇▇▇▇▇▇the Other Party’s subsidiaries, or involving any securities or material assets of ▇▇▇▇▇▇ the Other Party or any securities or assets of any subsidiary or other Affiliate of ▇▇▇▇▇▇the Other Party’s subsidiaries, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of ▇▇▇▇▇▇the Other Party; (b) form, form or join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of ▇▇▇▇▇▇the Other Party; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of ▇▇▇▇▇▇the Other Party; (d) take any action that would reasonably be expected likely to require ▇▇▇▇▇▇ the Other Party to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence;; or (e) agree enter into any arrangement or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or knowingly encourage agreement with any other Person relating to take any action of the type referred foregoing. Notwithstanding the foregoing, if (A) at any time during the Standstill Period a binding definitive acquisition agreement is executed by the Other Party and a third party (other than the Partner or any affiliate of the Restricted Party) to effect (i) a merger, recapitalization or other business combination or transaction that, if consummated, would result in clause the holders of the outstanding shares of common stock of the Other Party immediately prior to such merger or other business combination or transaction owning less than 50% of the outstanding voting power of such third party or the resulting entity immediately following such merger or other business combination or transaction, or (ii) a sale of all or substantially all of the assets of the Other Party (each such transaction, a “Change of Control Transaction”), or (aB) at any time during the Standstill Period (1) an offer for a Change of Control Transaction that specifies a per share price is publicly announced by a third party, (2) the Restricted Party requests an opportunity to meet with the board of directors of the Other Party, and (3) the Other Party does not grant such request within seven days following the date thereof or thereafter continue such discussions in good faith, then the restrictions set forth in this Section 6 shall immediately terminate and cease to be of any further force or effect (it being understood that any good faith rejection by the Other Party of any offer or proposal made by the Restricted Party as part of such discussions shall not cause the restrictions set forth in this Section 6 to terminate)”. The expiration of the Standstill Period or the termination of the restrictions set forth in this Section 6 will not terminate or otherwise affect any of the other provisions of this Agreement. Notwithstanding anything to the contrary herein, “(b)”nothing in this Agreement shall prohibit the Restricted Party from making private communications to the board of directors of the Other Party, “(c)”, “(d)” or “so long as such communications would not be reasonably be expected to require public disclosure.

Standstill Provision. During the 12-month period commencing on the date of this Agreement (the “Standstill Period”), neither the Counterparty Party nor any of the Counterpartysuch Party’s Representatives (to the extent acting at the Counterparty’s direction) on behalf of such Party will, in any manner, directly or indirectly, without ▇▇▇▇▇▇’▇ prior written consentunless permitted by the other Party’s board of directors: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any equity securities of ▇▇▇▇▇▇ the other Party or any equity securities (including derivatives thereof) of any subsidiary or other Affiliate controlled affiliate of ▇▇▇▇▇▇the other Party, (ii) any acquisition of any assets of ▇▇▇▇▇▇ the other Party or any assets of any subsidiary subsidiary, division or other Affiliate controlled affiliate of ▇▇▇▇▇▇the other Party, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving ▇▇▇▇▇▇ the other Party or any subsidiary or other Affiliate controlled affiliate of ▇▇▇▇▇▇, the other Party or involving any securities or assets of ▇▇▇▇▇▇ the other Party or any securities or assets of any subsidiary subsidiary, division or other Affiliate affiliate of ▇▇▇▇▇▇the other Party, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of ▇▇▇▇▇▇;the other Party; or (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of ▇▇▇▇▇▇; (c) actthe other Party or any subsidiary or division of the other Party. Notwithstanding any other provision of this Agreement to the contrary, alone or nothing in concert with others, this Agreement will be deemed to seek prohibit a Party from confidentially communicating to control or influence the management, other Party’s board of directors or policies senior management or external financial advisors any non-public proposals regarding a possible transaction of ▇▇▇▇▇▇; (d) take any action that would reasonably be expected to require ▇▇▇▇▇▇ to make a public announcement regarding kind. The expiration of the Standstill Period will not terminate or otherwise affect any of the types of matters set forth in clause “(a)” other provisions of this sentence; (e) agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or knowingly encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “Agreement.

Standstill Provision. During the 12one-month year period commencing on the date of this Agreement (the “Standstill Period”), neither the Counterparty Party nor any of the Counterpartysuch Party’s Representatives (to the extent acting at the Counterparty’s direction) on behalf of such Party will, in any manner, directly or indirectly, without ▇▇▇▇▇▇’▇ prior written consent: (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of ▇▇▇▇▇▇ the other Party or any securities (including derivatives thereof) of any subsidiary or other Affiliate controlled affiliate of ▇▇▇▇▇▇the other Party, (ii) any acquisition of any assets of ▇▇▇▇▇▇ the other Party or any assets of any subsidiary subsidiary, division or other Affiliate controlled affiliate of ▇▇▇▇▇▇the other Party, except in the ordinary course of business, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving ▇▇▇▇▇▇ the other Party or any subsidiary or other Affiliate controlled affiliate of ▇▇▇▇▇▇, the other Party or involving any securities or assets of ▇▇▇▇▇▇ the other Party or any securities or assets of any subsidiary subsidiary, division or other Affiliate affiliate of ▇▇▇▇▇▇the other Party, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of ▇▇▇▇▇▇the other Party; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 1934, as amended, and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of ▇▇▇▇▇▇the other Party or any subsidiary or division of the other Party; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of ▇▇▇▇▇▇the other Party; (d) take any action that would reasonably be expected to require ▇▇▇▇▇▇ the other Party to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or knowingly encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or knowingly encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “