Common use of Standstill Fall-Away Clause in Contracts

Standstill Fall-Away. Except as otherwise provided in Section 5.2, the Standstill Restrictions shall terminate upon the occurrence of any of the following events after the Closing Date (or the earlier termination of the Merger Agreement in accordance with its terms) (each, a “Standstill Fall-Away Date”), but, for the avoidance of doubt, neither the Merger nor the entry into the Merger Agreement shall cause the Standstill Restrictions to terminate: (a) any Person, other than: (i) the Company, (ii) a trustee or other fiduciary holding voting securities of the Company under an employee benefit plan of the Company, (iii) an underwriter temporarily holding voting securities of the Company pursuant to an offering of such securities, or (iv) a Person owned, directly or indirectly, by the security holders of the Company in substantially the same proportions as their ownership of voting securities of the Company, is or becomes the Beneficial Owner, directly or indirectly, of voting securities of the Company representing more than 50% of the combined voting power of the Company’s then issued and outstanding voting securities; (b) the Company consummates a merger, consolidation, share exchange or other similar transaction (a “Fundamental Transaction”) with any other Person, other than a Fundamental Transaction in which the voting securities of the Company that are issued and outstanding immediately prior to such Fundamental Transaction continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) at least a majority of the combined voting power immediately after such Fundamental Transaction of (i) the Company’s issued and outstanding securities or (ii) the surviving or parent entity’s issued and outstanding securities; (c) the security holders of the Company approve a plan of complete liquidation or winding-up of the Company; (d) the sale or disposition (in one transaction or a series of related transactions) of all or substantially all of the Company’s assets is consummated; or (e) a change of a majority of the membership of the Company Board (excluding any change approved by a majority of the directors serving on the Company Board prior to such change) (each event set forth in the foregoing clauses (a) through (e) occurring after the Closing Date (or the earlier termination of the Merger Agreement in accordance with its terms), with respect to the Company, shall constitute a “Change of Control”).

Standstill Fall-Away. Except as otherwise provided in Section 5.2, the Standstill Restrictions shall terminate upon the occurrence of any of the following events after the Closing Date (or the earlier termination of the Merger Agreement in accordance with its terms) (each, a “Standstill Fall-Away Date”), but, for the avoidance of doubt, neither the Merger nor the entry into the Merger Agreement shall cause the Standstill Restrictions to terminate:): (a) any Person, other than: (i) the Company, (ii) a trustee or other fiduciary holding voting securities of the Company under an employee benefit plan of the Company, (iii) an underwriter temporarily holding voting securities of the Company pursuant to an offering of such securities, or (iv) a Person owned, directly or indirectly, by the security holders of the Company in substantially the same proportions as their ownership of voting securities of the Company, is or becomes the Beneficial Owner, directly or indirectly, of voting securities of the Company representing more than 50% of the combined voting power of the Company’s then issued and outstanding voting securities; (b) the Company consummates a merger, consolidation, share exchange or other similar transaction (a “Fundamental Transaction”) with any other Person, other than a Fundamental Transaction in which the voting securities of the Company that are issued and outstanding immediately prior to such Fundamental Transaction continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) at least a majority of the combined voting power immediately after such Fundamental Transaction of (i) the Company’s issued and outstanding securities or (ii) the surviving or parent entity’s issued and outstanding securities; (c) the security holders of the Company approve a plan of complete liquidation or winding-up of the Company; (d) the sale or disposition (in one transaction or a series of related transactions) of all or substantially all of the Company’s assets is consummated; or (e) a change of a majority of the membership of the Company Board (excluding any other than a change approved by a majority of the directors serving on the Company Board prior to such change) (each event set forth in the foregoing clauses (a) through (e) occurring after the Closing Date (or the earlier termination of the Merger Agreement in accordance with its terms), with respect to the Company, shall constitute a “Change of Control”).