Common use of Standstill Termination Clause in Contracts

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January 31, 1999 a Waived Default existed, the related waiver of the lenders under the Credit Agreement terminates, is rescinded or otherwise ceases to be effective and such Waived Default is continuing at the time such waiver terminates, is rescinded or otherwise ceases to be effective.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. (a) The agreements of the Purchaser PaineWebber set forth in Sections 1 2 and 2 3 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 Closing 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 $5.004.50, or (ii) the counterparty to any other "forward equity" transaction similar to the Transaction transaction governed by the Agreement to which the Companies are party (any such counterparty, a "FET COUNTERPARTY"Counterparty" including without limitation affiliates of NationsBank and UBS) shall sell settle, sell, transfer or otherwise dispose of any economic interest in any Paired Shares held by such FET Counterparty in connection with such transactiontransaction or sell, transfer or assign any interest in any agreement relating to any such "forward equity" transaction to any entity that is not an affiliate of such FET counterparty, or (iii) a Cross-Default or a material default under the Agreement (as amended by this Amendment) which remains uncured five days after notice thereof, or (iv) 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 transactions contemplated by such an Acceptable Transaction AgreementAgreement unless, unless at or prior to the time of such termination or announcement announcement, the Companies shall have entered into another Acceptable Transaction Agreement, (iv) any Default (as defined in the Agreements), or (v) PaineWebber terminates the Maturity Date or Asset Purchase Agreement (vithe "Bay Xxxxxxx Agreement") if on January 31, 1999 a Waived Default existed, relating to Bay Xxxxxxx Racecourse (A) prior to the related waiver end of the lenders Due Diligence Period in accordance with subsection 9.1(a)(i) of the Bay Xxxxxxx Agreement, (B) as a result of the Companies' failure to perform any of their material obligations under the Credit Bay Xxxxxxx Agreement terminatesor a material breach or inaccuracy of the Companies' representations and warranties contained in the Bay Xxxxxxx Agreement in accordance with Section 9.1(b) of the Bay Xxxxxxx Agreement, except in the case of a material breach or inaccuracy of the Companies' representations and warranties that results from facts or circumstances occurring after the Bay Xxxxxxx Agreement is rescinded or otherwise ceases signed and unknown to be effective and such Waived Default is continuing the Companies at the time such waiver terminatesthe Bay Xxxxxxx Agreement is signed, is rescinded or otherwise ceases to be effective(C) as a result of litigation that prohibits the Companies from consummating the transactions contemplated by the Bay Xxxxxxx Agreement.

Standstill Termination. The agreements As used in this Agreement, "STANDSTILL TERMINATION" means the occurrence of the Purchaser set forth in Sections 1 and 2 of this Amendment shall terminate and have no further force or effectStandstill Expiration Date, and the Initial Standstill Period or the Extended Standstill Periodor, as the case may beif earlier, shall terminate, upon the occurrence of any one or more of the followingfollowing events: (ia) any Event of Default occurs other than the Existing Defaults; (b) any failure (other than any failure constituting an Existing Default) by the Borrower or any Subsidiary for any reason to comply with any term, condition, or provision contained in this Agreement or any other Credit Document executed by it; (c) any holder of the Teachers' Notes or any other holder of Debt of the Borrower or any Subsidiary shall commence any action to accelerate such Debt or begin any enforcement action for the collection of such Debt; (d) any forbearance or similar arrangements TIAA enters into with the Borrower shall terminate; (e) any representation made by or on behalf of the Borrower or any Subsidiary in this Agreement or any other Credit Document executed by it or in any other document delivered by it pursuant thereto proves to be incorrect or misleading in any material respect when made (other than any such misrepresentation constituting an Existing Default); (f) the Daily Average Price refinancing and payment or other satisfaction of the Teachers' Notes without a corresponding refinancing or satisfaction of the Obligations; (g) Xxxxxxxx Casting UK Limited shall fail to repay no later than the second Business Day after the effectiveness of this Agreement at least $5,000,000 to the Borrower as a repayment on the Relevant Exchange intercompany note that is pledged to the Collateral Agent; or (h) Xxxxxxxx Casting UK Limited shall fail to provide by October 12, 2001 all necessary letters of credit or other indemnity arrangements (estimated to be about $4,000,000) in support of the Paired Shares for workers' compensation liabilities of the Borrower and its Subsidiaries. The occurrence of 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 Termination shall be terminated or the Companies or any Other Parties shall have publicly announced deemed an intention not to proceed with the transaction contemplated by such an Acceptable Transaction Agreement, unless at the time Event 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 terminatesAgreement. Upon the occurrence of a Standstill Termination, the Standstill Period is rescinded automatically terminated and the Bank Group is then permitted and entitled, among other things, to enforce collection of the Obligations, to enforce its liens on the Collateral, and to exercise any and all other rights and remedies that may be available under the Loan Documents 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 effectiveapplicable law.

Standstill Termination. The agreements As used in this Agreement, "STANDSTILL TERMINATION" means the occurrence of the Purchaser set forth in Sections 1 and 2 of this Amendment shall terminate and have no further force or effectStandstill Expiration Date, and the Initial Standstill Period or the Extended Standstill Periodor, as the case may beif earlier, shall terminate, upon the occurrence of any one or more of the followingfollowing events: (ia) any Event of Default occurs other than the Existing Defaults; (b) any failure (other than any failure constituting an Existing Default) by the Borrower or any Subsidiary for any reason to comply with any term, condition, or provision contained in this Agreement or any other Credit Document executed by it; (c) any holder of the Teachers' Notes or any other holder of Debt of the Borrower or any Subsidiary shall commence any action to accelerate such Debt or begin any enforcement action for the collection of such Debt; (d) any forbearance or similar arrangements TIAA enters into with the Borrower shall terminate; (e) any representation made by or on behalf of the Borrower or any Subsidiary in this Agreement or any other Credit Document executed by it or in any other document delivered by it pursuant thereto proves to be incorrect or misleading in any material respect when made (other than any such misrepresentation constituting an Existing Default); or (f) the Daily Average Price on the Relevant Exchange refinancing and payment or other satisfaction of the Paired Shares for Teachers' Notes without a corresponding refinancing or satisfaction of the Obligations. The occurrence of 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 Termination shall be terminated or the Companies or any Other Parties shall have publicly announced deemed an intention not to proceed with the transaction contemplated by such an Acceptable Transaction Agreement, unless at the time Event 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 terminatesAgreement. Upon the occurrence of a Standstill Termination, the Standstill Period is rescinded automatically terminated and the Bank Group is then permitted and entitled, among other things, to enforce collection of the Obligations, to enforce its liens on the Collateral, and to exercise any and all other rights and remedies that may be available under the Loan Documents 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 effectiveapplicable law.