Expiration of Certain Provisions. The provisions contained in Sections 4, 5 and 6 of this Agreement and the portion of any other provision of this Agreement which incorporates the provisions of Sections 4, 5 and 6, shall terminate and be of no further force or effect with respect to any shares of Stock sold by the Purchaser (i) pursuant to Section 4 (except as otherwise provided therein), (ii) pursuant to an effective registration statement under the Act filed by the Company, or (iii) pursuant to the terms of the Sale Participation Agreement of even date herewith, among the Purchaser, KKR Partners II, L.P. and KLC Associates, L.P.
Expiration of Certain Provisions. (a) The provisions contained in Sections 7 and 8 of this Agreement, and the portions of other provisions of this Agreement which incorporates the provisions of Sections 7 and 8, shall terminate and be of no further force or effect with respect to any Option Shares which are permitted to be sold by the Optionholder pursuant to this Agreement and which are sold by the Optionholder (i) pursuant to an effective registration statement filed by the Company under the Act or (ii) pursuant to Rule 144, as amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.
Expiration of Certain Provisions. The provisions contained in Sections 4, 5 and 6 of this Agreement and the portion of any other provision of this Agreement which incorporates the provisions of Sections 4, 5 and 6, shall terminate and be of no further force or effect with respect to any shares of Stock sold by the Management Stockholder (i) pursuant to an effective registration statement filed by the Company pursuant to Section 10 hereof or (ii) pursuant to the terms of the Sale Participation Agreement of even date herewith, among the Management Stockholder, and KKR 1996 Fund L.P., NXS Associates, L.P. and KKR Partners II, L.P. The provisions contained in Sections 2(e), 3, 4, 5, 6 and 13 of this Agreement, and the portion of any other provisions of this Agreement which incorporate the provisions of such Sections, shall terminate and be of no further force or effect upon (i) the sale of all or substantially all of the assets of the Company to a person or group that is not an affiliate of Kohlberg Kravis Xxxxxxx & Co. L.P. ("KKR"), (ii) an acquisition of voting stock of the Company resulting in more than 50% of the voting stock of the Company being held by a person or group that does not include KKR or any of its affiliates or (iii) the consummation of a merger, reorganization, business combination or liquidation of the Company, but only if such merger, reorganization, business combination or liquidation results in the Partnership or NXS Associates, L.P., or any affiliate or affiliates thereof, together no longer having the power (A) to elect a majority of the Board of Directors of the Company or such other corporation which succeeds to the Company's rights and obligations pursuant to such merger, reorganization, business combination or liquidation, or (B) if the resulting entity of such merger, reorganization, business combination or liquidation is not a corporation, to select the general partner(s) or other persons or entities controlling the operations and business of the resulting entity. Such provisions and the portion of any other provisions of this Agreement which incorporate such provisions shall also terminate and be of no further force and effect if the Management Stockholder's employment is terminated and the Company has not given a Call Notice within 75 days from the date of the applicable Call Event (i) with respect to all the Stock of a Management Stockholder if the Management Stockholder's employment has been terminated as a result of termination by the Management Stockholder ...
Expiration of Certain Provisions. The provisions contained in Sections 4, 5 and 6 of this Agreement and the portion of any other provision of this Agreement which incorporates the provisions of Sections 4, 5 and 6, shall terminate and be of no further force or effect with respect to any shares of Stock sold by the Purchaser (i) pursuant to an effective registration statement filed by the Company pursuant to Section 10 hereof or (ii) pursuant to the terms of the Sale Participation Agreement of even date herewith, among the Purchaser and KKR 1996 Fund L.P. The provisions contained in Sections 2(e), 3, 4, 5, 6 and 13 of this Agreement, and the portion of any other provisions of this Agreement which incorporate the provisions of such Sections, shall terminate and be of no further force or effect upon (A) the consummation of a merger, reorganization, business combination or liquidation of the Company, or a sale of Common Stock owned by other investors, but only if such merger, reorganization, business combination, liquidation or sale of Common Stock results in KKR 1996 Fund L.P., or any affiliate thereof (collectively, the "KKR Affiliates"), no longer having the power (i) to elect a majority of the Board of Directors of the Company or such other corporation which succeeds to the Company's rights and obligations pursuant to such merger, reorganization, business combination, liquidation or stock sale, or (ii) if the resulting entity of such merger, reorganization, business combination, liquidation or stock sale is not a corporation, to select the general partner(s) or other persons or entities controlling the operations and business of the resulting entity or (B) a sale of all or substantially all of the assets of the Company (other than in connection with financing transactions, sale and leaseback transactions and similar transactions) to a person who is not a KKR Affiliate.
Expiration of Certain Provisions. (a) The provisions contained in Sections 2, 4, 5, 6, 8, 9 and 12 of this Agreement and the portion of any other provision of this Agreement which incorporates the provisions of Section 4, 5 or 6, shall terminate and be of no further force or effect with respect to any Shares sold by the Purchaser pursuant to an effective registration statement filed by the Company pursuant to Section 11 hereof.
Expiration of Certain Provisions. The provisions contained in Section 2(e), 3 and 4 of this Agreement, and the portion of any other provisions of this Agreement which incorporate the provisions of such Sections, shall terminate and be of no further force or effect upon (i) the sale of all or substantially all of the assets of the Company to a person or group that is not an affiliate of Kohlberg Kravis Roberts & Co. L.P. ("KKR"), (ii) an acquisition of voting stock of txx Xxxxany resulting in more than 50% of the voting stock of the Company being held by a person or group that does not include KKR or any of its affiliates or (iii) the consummation of a merger, reorganization, business combination or liquidation of the Company, but only if such merger, reorganization, business combination or liquidation results in the Partnership or NXS or any affiliate or affiliates thereof, together no longer having the power (a) to elect a majority of the Board of Directors of the Company or such other corporation which succeeds to the Company's rights and obligations pursuant to such merger, reorganization, business combination or liquidation, or (b) if the resulting entity of such merger, reorganization, business combination or liquidation is not a corporation, to select the general partner(s) or other persons or entities controlling the operations and business of the resulting entity. Such provisions and the portion of any other provisions of this Agreement which incorporate such provisions shall also terminate and be of no further force and effect if the Management Stockholder's employment is terminated.
Expiration of Certain Provisions. Notwithstanding anything in this Restated Certificate of Incorporation to the contrary, the provisions of this Article VII shall expire as to any Founding Stockholder on the date that both (i) such Founding Stockholder ceases to own beneficially Common Stock representing at least 5% of the number of outstanding shares of Common Stock of the Corporation and (ii) no person who is a director or officer of the Corporation is also a director or officer of such Founding Stockholder. Neither the alteration, amendment, change or repeal of any provision of this Article VII nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with any provision of this Article VII shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article VII, would accrue or arise, prior to such alteration, amendment, repeal or adoption.
Expiration of Certain Provisions. Notwithstanding anything in this Certificate of Incorporation to the contrary, the provisions of this Article Tenth shall expire as to any Specified Party on the date that such person ceases to be a Specified Party. Neither the alteration, amendment, change or repeal of any provision of this Article Tenth nor the adoption of any provision of this Certificate of Incorporation inconsistent with any provision of this Article Tenth shall eliminate or reduce the effect of this Article Tenth in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article Tenth, would accrue or arise prior to such alteration, amendment, repeal or adoption.
Expiration of Certain Provisions. The provisions contained in Sections 2, 3 and 4 of this Agreement and the portion of any other provision of this Agreement which incorporates the provisions of Sections 2, 3 and 4, shall terminate and be of no further force or effect with respect to any Investment Shares sold by the Seller (i) pursuant to an effective registration statement filed by the Surviving Corporation pursuant to the Registration Rights Agreement (as defined in the Subscription Agreement), the Subscription Agreement or otherwise or (ii) pursuant to the terms of the Sale Participation Agreement of even date herewith, among the Seller and NIplc.
Expiration of Certain Provisions. The provisions contained in Sections 4, 5 and 6 of this Agreement and the portion of any other provision of this Agreement which incorporates the provisions of Sections 4, 5 and 6, shall terminate and be of no further force or effect with respect to any shares of Stock sold by the Purchaser (i) pursuant to an effective registration statement filed by the Company pursuant to Section 10 hereof or (ii) pursuant to the terms of the Sale Participation Agreement of even date herewith, among the Purchaser, KKR Partners II, L.P. and RFM Acquisition. The rights and obligations of the parties hereto under Sections 3, 4, 5, 6 and 13 hereof shall all terminate if a Change
