Duration of Standstill Term Sample Clauses

Duration of Standstill Term. (i) The period during which the provisions of this Section 7.1 shall be effective (the "Standstill Term") shall begin on the Closing Date and shall end on the earlier to occur of (A) the date upon which the percentage of the voting power of the CTC Voting Securities held by the DI Shareholders and their Permitted Transferees bound by the provisions of Article VII of this Agreement is less than 5% of the voting power of all outstanding CTC Voting Securities or (B) the tenth anniversary of the Closing Date; provided, however, -------- ------- that the Standstill Term shall terminate immediately upon CTC's failure to honor or to carry out its obligations with respect to the election of a DI Designee to the CTC Board of Directors under Section 7.3(a) hereof or the occurrence of a CTC Change of Control Event (as hereinafter defined). (ii) As used in this Section 7.1, a "CTC Change of Control Event" means a transaction or series of transactions (including any tender or exchange offer, merger, sale of assets or other business combination, contested election of directors or any combination thereof) as the result of which (A) any person, together with all affiliates of such person, or group (other than CTC, any subsidiary of CTC, any employee benefit plan of CTC or of any subsidiary of CTC, any person or entity organized, appointed or established by CTC for or pursuant to the terms of any such employee benefit plan or any group of which any DI Shareholder is a member and in which such DI Shareholder participates in his capacity as a stockholder of the Company) shall become the beneficial owner of 30% or more of the voting power of all CTC Voting Securities then outstanding, other than a transaction to which CTC is a party and in connection with which such person or group enters into a "standstill" agreement with CTC which has a duration not less than the remaining term of the Standstill Term and contains covenants and conditions, which shall not thereafter be modified or waived prior to the end of the Standstill Term, relating to the sale and acquisition of CTC Voting Securities and the exercise of voting rights which are at least as restrictive as those contained herein; or (B) during any period of two consecutive calendar years there is a change of 50% or more in the membership of the Board of Directors of CTC from the directors in office at the beginning of such period except for changes approved by at least two-thirds of the directors then in office who were di...
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Related to Duration of Standstill Term

  • Extension of Restriction Period The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof.

  • EFFECT OF OPTIONAL TERMINATION Upon the exercise of the option to terminate pursuant to Section 7.2, this Agreement shall terminate and be of no further force or effect; provided, however, that: A. the Parties respective rights and obligations under this Agreement with respect to the Tax Year or Tax Years (as the case may be) through and including the Tax Year during which such notification is delivered to the District, shall not be impaired or modified as a result of such termination and shall survive such termination unless and until satisfied and discharged; and B. the provisions of this Agreement regarding payments (including liquidated damages and tax payments), records and dispute resolution shall survive the termination or expiration of this Agreement.

  • Designation of Start-up Day The Closing Date is hereby designated as the "start-up day" of each of the Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Section 860G(a)(9) of the Code.

  • Confirmation of Status The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Receivables for compliance with the representations and warranties under the Transaction Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Transaction Documents.

  • Exercisability and Term Each SAR Award Agreement shall specify the date when all or any installment of the SAR is to become exercisable. The SAR Award Agreement shall also specify the term of the SAR. A SAR Award Agreement may provide for accelerated exercisability in the event of the Participant’s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Participant’s service. SARs may be awarded in combination with Options, and such an Award may provide that the SARs will not be exercisable unless the related Options are forfeited. A SAR may be included in an ISO only at the time of grant but may be included in an NSO at the time of grant or thereafter. A SAR granted under the Plan may provide that it will be exercisable only in the event of a Change in Control.

  • Extension of Restricted Period In addition to the remedies the Company may seek and obtain pursuant to Section 8 of this Agreement, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court to have been in violation of the covenants contained in Section 7 hereof.

  • Expiration of the Term This Agreement shall terminate automatically at the expiration of the Period of Employment unless the parties enter into a written agreement extending Employee's employment, except for the continuing obligations of the parties as specified hereunder.

  • Duration of Option The Option shall be exercisable to the extent and in the manner provided herein for a period of ten (10) years from the Grant Date (the "Exercise Term"); provided, however, that the Option may be earlier terminated as provided in Section 6 hereof.

  • Incorporation of Standard Terms Except as otherwise provided herein, all of the provisions of the Standard Terms are hereby incorporated herein by reference in their entirety, and this Series Supplement and the Standard Terms shall form a single agreement between the parties. In the event of any inconsistency between the provisions of this Series Supplement and the provisions of the Standard Terms, the provisions of this Series Supplement will control with respect to the Series 2001-3 Certificates and the transactions described herein.

  • Forfeiture upon Termination of Status as a Service Provider Notwithstanding any contrary provision of this Award Agreement, the balance of the Restricted Stock Units that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately terminate.

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