Standstill Termination Sample Clauses

Standstill Termination. As used in this Agreement, “Standstill Termination” shall mean the earlier of January 31, 2020 or the occurrence of any one or more of the following events: (a) any Default or Event of Default under the Credit Agreement, in each case other than the Existing Defaults; (b) any failure by any Loan Party for any reason to comply with any term, condition, or provision contained in this Agreement; (c) any representation made by any Loan Party in this Agreement or pursuant to it proves to be incorrect or misleading in any material respect when made (other than to the extent such representation is incorrect as a result of the Existing Defaults); or (d) any Material Adverse Effect shall occur as determined in good faith by the Agent. The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period shall automatically terminate and the Agent and the Lenders shall then be permitted and entitled under Section 11.02 of the Credit Agreement and the other Loan Documents, among other things, to accelerate the Obligations and to exercise any other rights and remedies that may be available under the Loan Documents or applicable law.
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Standstill Termination. The agreements of the Purchaser set forth in Sections 1 and 2 of this Amendment shall terminate and have no further force or effect, and the Initial Standstill Period or the Extended Standstill Period, as the case may be, shall terminate, upon the occurrence of any of the following: (i) the Daily Average Price on the Relevant Exchange of the Paired Shares for any Exchange Trading Day during the Initial Standstill Period or the Extended Standstill Period, as the case may be, other than a day on which a Market Disruption Event has occurred, is equal to or less than $5.00, (ii) the counterparty to any other "forward equity" transaction similar to the Transaction to which the Companies are party (any such counterparty, a "FET COUNTERPARTY") shall sell any Paired Shares held by such FET Counterparty in connection with such transaction, (iii) an Acceptable Transaction Agreement entered into by the Companies shall be terminated or the Companies or any Other Parties shall have publicly announced an intention not to proceed with the transaction contemplated by such an Acceptable Transaction Agreement, unless at the time of such termination or announcement the Companies shall have entered into another Acceptable Transaction Agreement, (iv) any Default (as defined in the Agreements), (v) the Maturity Date or (vi) if on January 31, 1999 a Waived Default existed, the related waiver of the lenders under the Credit Agreement terminates, is rescinded or otherwise ceases to be effective and such Waived Default is continuing at the time such waiver terminates, is rescinded or otherwise ceases to be effective.
Standstill Termination. Section 3.05 shall be null and void and of no force or effect upon the earliest to occur of any of the following (each, a “Termination Event”), provided that (i) a Termination Event shall not relieve any Shareholder of any liability for breaches of the preceding paragraph occurring prior to such Termination Event and (ii) no Termination Event shall occur as a result of an event described in paragraphs (a) through (e) below resulting from a breach of this Agreement:
Standstill Termination. Notwithstanding the foregoing, the restrictions set forth in Section 5.1 shall terminate automatically upon (a) any Third Party (i) becoming the beneficial owner (within the meaning of Section 13(d)(1) of the Exchange Act) of 35% or more of the issued and outstanding shares of Common Stock or (ii) commencing a tender or exchange offer that, if consummated, would make such person (or any of its affiliates) the beneficial owner (within the meaning of Section 13(d)(1) of the Exchange Act) of 35% or more of the issued and outstanding shares of Common Stock; (b) the Company entering into a definitive agreement with a Third Party to effectuate (i) a sale of 35% or more of the consolidated assets of the Company and its wholly owned subsidiaries or (ii) a transaction (1) that, in whole or in part, requires the approval of the Company’s stockholders and, (2) in which, based on information publicly available at the time of announcement of the entering into of such agreement, the holders of the Common Stock prior to such transaction will not own, immediately following such transaction, at least 80% of the Common Stock of either (A) the corporation resulting from such transaction, or (B), if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of all of the outstanding equity securities of such surviving corporation; or (c) the Company filing for bankruptcy.
Standstill Termination. As used in this Agreement, "Standstill Termination" shall mean the occurrence of the Scheduled Standstill Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Default or Event of Default under the Credit Agreement, in each case other than the Existing Payment Defaults; (b) any failure by any Loan Party for any reason to comply with any term, condition or provision contained in this Agreement; (c) any representation made by any Loan Party in this Agreement or pursuant to it proves to be incorrect or misleading in any material respect when made; (d) any change shall occur after March 31, 2002, in the condition or prospects, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, which the Agent or Required Lenders in good xxxxx xxxx materially adverse. The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period is automatically terminated and the Lenders are then permitted and entitled under Sections 7.2, 9.2, 9.3, and 9.4 of the Credit Agreement, among other things, to permanently terminate the Revolving Credit Commitments, to decline to provide further funding, to require payments on the Letters of Credit, to accelerate the Obligations, and to exercise any other rights and remedies that may be available under the Loan Documents or applicable law.
Standstill Termination. As used in this letter, "Standstill Termination" shall mean the occurrence of the Scheduled Standstill Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Default or Events of Default under the Credit Agreement, in each case other than the Existing Defaults; (b) any failure by the Borrower for any reason to comply with any term, condition or provision contained in this letter; (c) any representation made in this letter or pursuant to it proves to be incorrect or misleading in any material respect when made; or (d) the occurrence of any event or the existence of any condition in each case which is specified herein as a "Standstill Termination". The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period is automatically terminated and the Banks are then permitted and entitled under Sections 7.2, 9.2, 9.3 and 9.4 of the Credit Agreement, among other things, to permanently terminate the Commitments, to decline to provide further funding, to require payments on the L/C Obligations, to accelerate the Obligations and to exercise any other rights and remedies that may be available under the Loan Documents or applicable law.
Standstill Termination. As used in this Agreement, "Standstill Termination" shall mean the occurrence of the Scheduled Standstill Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Default or Events of Default under the Credit Agreement, in each case other than the Unwaived Defaults; (b) any failure by the Borrower for any reason to comply with any term, condition or provision contained in this Agreement; (c) any representation made in this Agreement or pursuant to it proves to be incorrect or misleading in any material respect when made; (d) any change shall occur after October 29, 1999 in the condition or prospects, financial or otherwise, of the Borrower or any Material Subsidiary, taken as a whole, which the Agent or Required Banks in good xxxxx xxxx materially adverse; or (e) the occurrence of any event or the existence of any condition in each case which is specified herein as a "Standstill Termination". The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period is automatically terminated and the Banks are then permitted and entitled under Sections 7.2, 9.2, 9.3 and 9.4 of the Credit Agreement, among other things, to permanently terminate the Commitments, to decline to provide further funding, to require payments on the L/C Obligations, to accelerate the Obligations and to exercise any other rights and remedies that may be available under the Loan Documents or applicable law.
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Standstill Termination. Notwithstanding anything herein to the contrary, the prohibitions in Section 4(a) shall immediately terminate, and the Investor Stockholders (to the extent prohibited by Section 4(a)) and the Standstill Parties may engage in any of the activities specified in Section 4(a), in the event that:
Standstill Termination. As used in this Agreement, "Standstill Termination" shall mean the occurrence of the Scheduled Standstill Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Default or Event of Default other than (i) the Existing Defaults, (ii) any noncompliance with Section 8.1(J), 9.1(J), 9.1(O) or any of the financial covenants set forth in Sections 9.3 of the Credit Agreement or (iii) any failure of the Company prior to the Standstill Period to pay taxes; (b) any failure by the Company or any Guarantor for any reason to comply with any term, condition or provision contained in this Agreement; (c) any representation made, or information submitted, by or on the behalf of the Company or any Guarantor in this Agreement or pursuant to it (including without limitation, any report as to the value of the Company's receivables and inventory) proves to be incorrect or misleading in any material respect when made (whether or not intentional); (d) any repossession, levy or similar process succeeds as against any assets of the Company aggregating in excess of $10,000 in value; (e) the commencement by or against the Company of any bankruptcy, reorganization, arrangement or insolvency proceeding or other proceedings for the relief of debtors; (f) the Company shall overdraft any of its accounts at the Bank (excluding any overdraft to the extent resulting solely from the reversal of funds which the Bank previously had stated to the Company were collected funds in response to a request from the Company for such information); (g) the occurrence of any other event or circumstance which, in the good faith judgment of the Bank, may preclude the Company from winding up its operations in an orderly fashion; or (h) any change shall occur in the condition or prospects, financial or otherwise, of the Company or any Guarantor or in the value or collectibility of any Collateral for the Obligations which the Bank in good faixx xxxxx xxterially adverse to the Company winding up its operations in an orderly fashion or to the Bank's application in reduction of the Obligations of proceeds of its Collateral. The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period will terminate effective upon the Bank's sending the Company written notice of such termination (it being understood and agreed that notice by facsimile transmission shall b...

Related to Standstill Termination

  • Agreement Termination This Agreement will be in effect for an indefinite period and may be terminated as to new reinsurance at any time by either party giving ninety (90) days written notice of termination. The day the notice is mailed to the other party's home office, or, if the mail is not used, the day it is delivered to the other party's home office or to an officer of the other party will be the first day of the ninety (90) day period. During the ninety (90) day period, this Agreement will continue to operate in accordance with its terms.

  • Term Termination 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.

  • Term; Termination; Rights on Termination The term of this Agreement shall begin on the date hereof and continue for three (3) years, and, unless terminated sooner as herein provided, shall continue thereafter on a year-to-year basis on the same terms and conditions contained herein in effect as of the time of renewal (such initial three year period and any extensions thereof being referred to herein as the "Term"). This Agreement and Employee's employment may be terminated in any one of the following ways:

  • Early Termination of the Employment Period Notwithstanding Section 1(b) hereof, the Employment Period shall end upon the earliest to occur of (i) a Termination For Cause, (ii) a Termination Without Cause, (iii) a Voluntary Termination, (iv) a Termination Due to Retirement, (v) a Termination Due to Disability, or (vi) a Termination Due to Death.

  • Cross-Termination Notwithstanding any other provision of this Agreement, (1) BNY Mellon may terminate this Agreement by written notice to Voya if the accounting agreement between the Voya Funds and The Bank of New York Mellon is terminated by either the Voya Funds or The Bank of New York Mellon, effective on the date of termination of such accounting agreement, and (2) Voya may terminate this Agreement if the Voya Funds terminate their accounting agreement with The Bank of New York Mellon for cause, effective on the date of termination of such accounting agreement.

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

  • Voluntary Termination; Termination for Cause If Executive's employment with the Company terminates voluntarily by Executive or for Cause by the Company, then all vesting of the Option and all other options granted to Executive will terminate immediately and all payments of compensation by the Company to Executive hereunder and all obligations with respect thereto (including, without limitations, with respect to base salary, bonuses, employee benefits, relocation and temporary living reimbursements and other expense reimbursements) will terminate immediately (except as to amounts already earned).

  • Survival; Termination The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years.

  • Company Termination The Company may at any time in its sole discretion terminate (a “Company Termination”) this Agreement and its right to initiate future Tranches by providing 30 days advanced written notice (“Termination Notice”) to Investor.

  • Mandatory Termination In the event that a mandatory prepayment in full of the A Advances is required by Section 2.06(b), the Commitments of the Lenders shall immediately terminate.

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