Termination of Standstill. The restrictions contained in Section 2.1 shall terminate upon the earliest to occur of (i) the public announcement by the Company to the effect that it is soliciting, directly or indirectly, proposals to effect a change of control transaction; (ii) the acquisition by any third Person or group other than DBSI or the Principal Additional Investor or any of their Affiliates or associates (an “Offeror”) of beneficial ownership of Shares of Then Outstanding Capital Stock, which, when combined with all other Shares of Then Outstanding Capital Stock beneficially owned by the Offeror, represents more than twenty-five percent (25%) of the voting power represented by all Shares of Then Outstanding Capital Stock; (iii) the entry by the Company into a definitive agreement with any Offeror with respect to a transaction which, if consummated, would result in a “change of control,” (iv) the issuance by the Company to an Offeror of Shares of Then Outstanding Capital Stock, which, when combined with all other Shares of Then Outstanding Capital Stock beneficially owned by such Offeror, represents more than fifteen percent (15%) of the voting power represented by all Shares of Then Outstanding Capital Stock, if the Company and such Offeror do not enter into a standstill agreement for a time period and upon terms substantially similar to the provisions of Section 2.1; (v) a sale of all or substantially all of the assets of the Company (other than to a wholly owned subsidiary of the Company); (vi) a liquidation or dissolution of the Company; (vii) receipt by the Company of a bona fide proposal from an Offeror with respect to a change of control transaction, which is not made in violation of Section 2.1 hereof and which the Company’s Board of Directors does not reject within (A) 10 business days following commencement of any tender or exchange offer with respect to a proposal subject to Section 14(d) of the Exchange Act or (B) 30 business days, with respect to any other proposal; or (viii) at such time as DBSI beneficially owns less than fifteen percent (15%) of the Shares of Then Outstanding Capital Stock; provided, however, that the restrictions contained in Section 2.1 shall not terminate pursuant to this subsection (viii) unless and until DBSI shall have furnished to the Company a certificate of a duly authorized officer of DBSI certifying that as of the date thereof, DBSI beneficially owns less than fifteen percent (15%) of the Shares of Then Outstanding Capital Stock and...
Termination of Standstill. Notwithstanding anything to the contrary contained in this Agreement, the Standstill Term shall terminate upon the occurrence of any of the following events:
Termination of Standstill. Section 5.1 shall cease to be of any force or effect as and from the earliest of:
Termination of Standstill. Notwithstanding the foregoing, the obligations of DaVita under this Section 7 shall terminate in the event (i) of any bona fide third party tender or exchange offer for at least 50% of the outstanding shares of Common Stock, (ii) it is publicly disclosed that more than 30% of the shares of Common Stock then outstanding have been acquired or are proposed to be acquired by any person or corporate or governmental entity (a “Person”) or group unaffiliated with DaVita, (iii) the Company enters into any agreement to merge with any Person not affiliated with DaVita, or (iv) DaVita enters into any agreement to sell all or substantially all of its assets to any Person not affiliated with DaVita. All of the provisions of Section 7 shall be reinstated and shall apply in full force according to their terms in the event that: (x) if the provisions of Section 7 shall have terminated as the result of a tender or exchange offer, such tender or exchange offer (as originally made or as amended or modified) shall have terminated (without closing) prior to the commencement of a tender or exchange offer by DaVita that would have been permitted to be made pursuant to the first sentence of this Section 7(b) as a result of such third-party tender or exchange offer; (y) any tender or exchange offer by DaVita (as originally made or as extended or modified) that was permitted to be made pursuant to this Section 7(b) shall have terminated (without closing); or (z) if the provisions of this Section 7 shall have terminated as a result of any action by the Company referred to in this Section 7(b), the Company shall have determined not to take any of such actions (and no such transaction shall have closed) prior to the commencement of a tender or exchange offer by DaVita that would have been permitted to be made pursuant to this Section 7(b) as a result of the initial determination of the Company referred to in this Section 7(b). Upon reinstatement of the provisions of Section 7, the provisions of this Section 7(b) shall continue to govern in the event that any of the events described in this Section 7(b) shall occur.
Termination of Standstill. The Priceline Standstill shall terminate automatically upon the earliest to occur of:
Termination of Standstill. The provisions of this Article VI (except for the last sentence of Section 6.1 hereof) shall terminate in respect of any individual Investor in the event (i) the Company Board approves a tender offer for 50% or more of the outstanding Capital Stock of the Company (provided that if such offer is withdrawn or expires without being consummated, this Article VI shall be reinstated),(ii) it is publicly disclosed that Capital Stock representing 33-1/3% or more of the voting power of the Company’s stockholders have been acquired by any Person (including any group of Persons acting in concert) other than such Investor and its Affiliates, (iii) of (a) the filing by the Company of a voluntary petition in bankruptcy; (b) the entry of an order of relief in any bankruptcy or insolvency proceeding in respect of the Company or the entry of an order that the Company is a bankrupt or insolvent; or (c) any involuntary proceeding seeking liquidation, reorganization or other relief against the Company under any bankruptcy, insolvency or other similar law now or hereafter in effect that has not been dismissed 60 days after the commencement thereof, (iv) of the public announcement of any merger, consolidation, share exchange, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction, in each case involving a change of control of the Company or substantially all of its business or any purchase of all or substantially all of the assets of the Company or substantially all of its business, in each case conducted by any Person (including any group of Persons acting in concert) other than such Investor and its Affiliates, (v) solely with respect to the Stockholder Parties, the Stockholder Parties’ aggregate Adjusted Ownership has not exceeded 9.9% for 120 consecutive days or (vi) of the first anniversary of the first date upon which the Warrants may be exercised in accordance with their terms.
Termination of Standstill. The restrictions set forth in Section 3.01(a) shall cease and terminate and each of Investor, GE and each GE Subsidiary will be released from (i) the obligations of Section 3.01(a) and (ii) the other obligations under this Agreement, in the case of such other obligations to the extent necessary to comply with any requirements of law in making a competing offer or to purchase any Voting Stock, if any of the following occurs:
Termination of Standstill. The Shareholder Standstill shall terminate automatically upon the earliest to occur of:
Termination of Standstill. The obligations of the Purchaser under Section 7.2(a) shall terminate in the event of (i) any bona fide third party tender or exchange offer for at least 50% of the outstanding voting capital stock of the Company, which third party tender or exchange offer was not solicited or otherwise encouraged by the Purchaser, or (ii) the Company enters into any agreement for an Acquisition Transaction with any entity not affiliated with the Purchaser pursuant to a proposal by such third party, which third party proposal was not solicited or otherwise encouraged by the Purchaser. All of the provisions of Section 7.2(a) shall be reinstated and shall apply in full force according to their terms in the event that any event set forth in this Section 7.2(b) is not completed or if the announced transaction is abandoned and no similar transaction has been announced and not abandoned within ninety (90) days thereafter. Upon reinstatement of the provisions of Section 7.2(a), the provisions of this Section 7.2(b) shall continue to govern in the event that any of the events described in this Section 7.2(b) shall occur.
Termination of Standstill. The provisions of Section 6.2 shall terminate upon the third anniversary of the Effective Date of this Agreement.
