Standstill Contract Clauses (221)

Standstill. Subject to the terms, conditions and understandings contained in this Agreement, for a period beginning as of the Effective Date and ending on the date that is ninety (90) days from the Effective Date (the "Standstill Period"), Lender shall not be entitled to redeem all or any portion of the Note (the "Standstill").

Standstill. At any time that the Company is engaged in an Underwritten Offering of its securities (on its own behalf, on behalf of selling Holders or both), no Holder participating in such Underwritten Offering will Transfer any Registrable Securities on any securities exchange or in the over-the-counter or any other public trading market for whatever period of time the Company (upon the recommendation of its underwriters) requests by written notice to the Holder; provided, however, that (excluding the Comp...any's initial public offering) such request shall not 16 be for a period extending longer than 90 days after the later of (a) the effective date of the registration statement relating to such Underwritten Offering, and (b) the date of the underwriting agreement relating to such Underwritten Offering, and this Section 4 shall not limit any Holder's right to include Registrable Securities in any such Underwritten Offering pursuant to any demand or piggyback registration rights, as applicable, that any Holder may have pursuant to this Agreement. View More

Standstill. Plaintiff agrees that during the Standstill Period (as hereinafter defined): (a)Plaintiff will not, and will cause his Affiliates (as hereinafter defined) not to, directly or indirectly, acquire Beneficial Ownership (as hereinafter defined) of any shares of common stock or common stock equivalents or the Corporation, in each case, now or hereafter outstanding (collectively, "Securities") without the consent of the Corporation, if the effect of such acquisition would be to increase the aggregate ...Beneficial Ownership of Securities of Plaintiff to greater than 4.99% of the total number of shares of Corporation common stock then outstanding (the "Percentage Limitation"). In addition, Plaintiff will not, and will cause his Affiliates not to, make any public announcement with respect to, or submit any proposal for or with respect to (i) the acquisition of Beneficial Ownership of any Securities if the effect of such acquisition would be to cause the Beneficial Ownership of Plaintiff and his Affiliates to exceed the Percentage Limitation. For purposes of this Section, the term "Affiliates" shall have the meaning set forth in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and "Beneficial Ownership" shall be determined in accordance with Rule 13d-3 under the Exchange Act. (b)Without the express prior written approval of the Board of Directors of the Corporation (the "Board"), Plaintiff will not, and will cause his Affiliates not to, directly or indirectly, solicit proxies or initiate, propose or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act), in opposition to any matter that has been recommended by a majority of the members of the Board or in favor of any matter that has not been approved by the Board or seek to advise, encourage or influence any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act, "Person") with respect to the voting of Securities in such manner, or initiate, or induce or attempt to induce any Person to initiate, any shareholder proposal relating to the Corporation. (c)Without the express prior written approval of the Board, Plaintiff will not, and will cause his Affiliates not to, join a consortium, partnership, limited partnership, syndicate or other "group" (within the meaning of Section 13(d)(3) of the Exchange Act), or otherwise act in concert with any Person, for the purpose of acquiring, holding, voting or disposing of Securities, or for any other purpose which would require disclosure under Item 4 of Schedule 13D adopted by the Securities and Exchange Commission under the Exchange Act. (d)The "Standstill Period" shall commence on the Effective Date and shall terminate on December 31, 2018. View More

Standstill. Section 10.5(c) of the Original Agreement is hereby deleted in its entirety and replaced with the following: (c) Notwithstanding anything in this Section 10.5 to the contrary, Incyte and its Affiliates may acquire, through that certain Stock Purchase Agreement privately negotiated between Agenus US and Parent (the "Stock Purchase Agreement") or through open market purchases, an aggregate amount of Voting Securities that would represent less than the greater of 18.1% of the voting power represent...ed by Agenus' Voting Stock or 17,763,968 shares of Agenus' common stock, solely for the purposes of investment in the ordinary course of business (so long as any decision to make such acquisition is in compliance with United States securities laws). Nothing in this Section 10.5 shall restrict passive investments by any employee benefit plan of Incyte or its Affiliates so long as such investments are directed by independent trustees, administrators or employees who do not have Confidential Information of Agenus. View More