Termination of Standstill Agreement. Section 3 shall terminate and have no further force or effect, upon the earliest to occur of:
(a) the second anniversary of the Closing Date;
(b) provided that none of the Standstill Parties has violated Section 3.1(b), (d) or (f) with respect to the Offeror referred to in this clause (b), the public announcement by the Company or any Offeror of any definitive agreement between the Company and such Offeror and/or any of its Affiliates providing for a Change of Control of the Company;
(c) the date on which the Class A Shares cease to be registered pursuant to Section 12 of the Exchange Act;
(d) the date of any consent from the Board of Directors of the Company terminating the restrictions set out in Section 3; and
(e) a liquidation or dissolution of the Company; provided, however, that if Section 3 terminates due to clause (b) above and such agreement is abandoned and no other similar transaction has been announced and not abandoned or terminated within ninety (90) days thereafter, the restrictions contained in Section 3 shall again be applicable until otherwise terminated pursuant to this Section 6.2.
Termination of Standstill Agreement. The covenants set forth in this Section 3 shall terminate as to each Standstill Investor on the earlier of (i) August 10, 2000 or (ii) when the Company shall (A) sell, convey, or otherwise dispose of all or substantially all of its property or business or merge or consolidate with any other corporation (other than a wholly-owned subsidiary corporation) where the stockholders of the Company own less than fifty percent (50%) of the voting power of the surviving entity after such merger or consolidation or (B) effect any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, except in each case a merger effected exclusively for the purpose of changing the domicile of the Company.
Termination of Standstill Agreement. Section 3 shall terminate and have no further force or effect, upon the earliest to occur of:
(a) provided that none of the Standstill Parties has violated Section 3.1(c), (d) or (f) with respect to the Offeror referred to in this clause (a), if at any time an Offeror:
(i) enters into a definitive agreement providing for the merger, consolidation or other business combination involving the Company, in each case, the consummation of which would result in a Change of Control of the Company;
(ii) enters into a definitive agreement providing for the purchase or other acquisition of, or purchases or otherwise acquires, all or substantially all of the consolidated assets of the Company;
(iii) enters into a definitive agreement providing for the purchase or other acquisition of, or purchases or otherwise acquires, in each case from the Company, shares of Common Stock or Common Stock Equivalents, such that, following such purchase or acquisition, such Offeror becomes the beneficial owner of securities representing more than thirty percent (30%) of the voting power of the Company; provided, however, that if such Offeror enters into a standstill with the Company on substantially similar terms to those set forth in Section 3 hereof, the foregoing threshold of beneficial ownership of securities shall instead be fifty percent (50%); or
(iv) commences a tender offer or exchange offer with respect to ACTIVE/100319021.2 securities representing 50% or more of the voting power of the Company, unless the Company files a recommendation with the SEC within ten (10) Business Days following the commencement of such tender offer or exchange offer pursuant to which the Company’s Board of Directors advises the Company’s stockholders to reject such tender offer or exchange offer;
(b) the expiration of the Standstill Term;
(c) the date on which the Common Stock ceases to be registered pursuant to Section 12 of the Exchange Act; and
(d) a liquidation or dissolution of the Company; provided, however, that if Section 3 terminates due to clause (a) above and such agreement is abandoned and no other similar transaction has been announced and not abandoned or terminated within ninety (90) days thereafter, the restrictions contained in Section 3 shall again be applicable until otherwise terminated pursuant to this Section 6.2.
Termination of Standstill Agreement. Effective as of the date hereof, the provisions of the carryover paragraph on pages 3 and 4 of the Confidentiality Agreement, dated November 21, 2005, between TIMET and Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Capital, Inc. are hereby terminated and of no further force or effect.
Termination of Standstill Agreement. Notwithstanding anything to the contrary herein, the parties hereto acknowledge and agree that upon the Closing, the Amended and Restated Standstill Agreement, dated May 31, 2022, among the Company, Glencore Intermediate and Glencore Parent shall hereby be terminated.
Termination of Standstill Agreement. Section 3, other than Sections 3.2(b) and (c), shall terminate and have no further force or effect, upon the earliest to occur of:
Termination of Standstill Agreement. Provided that none of the Standstill Parties has violated Section 3.1(c), (d) or (f) with respect to the Offeror referred to in this Section 5.2, Section 3 shall terminate and have no further force or effect, upon the earliest to occur of:
(a) the public announcement by the Company or any Offeror of any definitive agreement between the Company and such Offeror and/or any of its Affiliates providing for a Change of Control of the Company;
(b) the filing of a Tender Offer Statement on Schedule TO (or a successor form of Tender Offer Statement under Rule 14d-100 of the Exchange Act) with the SEC by a Third Party offering to acquire all or substantially all of the Ordinary Shares;
(c) the expiration or earlier termination of the Restricted Term;
(d) the date on which the Ordinary Shares cease to be registered pursuant to Section 12 of the Exchange Act; and
(e) the Company entering into a definitive agreement for, or consummating, any Extraordinary Matter that results in a Change of Control; provided, however, that if any of the transactions referred to in (a)-(e) above is abandoned or terminates and no other similar transaction has been announced and not abandoned or terminates within ninety (90) days thereafter, the restrictions contained in Section 3 shall again be applicable.
Termination of Standstill Agreement. Section 3 shall terminate and have no further force or effect, upon the earliest to occur of:
(a) such time that the Company publicly announces that it has entered into with a Third Party a written definitive agreement for the acquisition (by way of merger, tender offer or otherwise), in each case, the consummation of which would result in a Change of Control of the Company;
(b) the expiration of the Standstill Term;
(c) the date on which the Common Stock ceases to be registered pursuant to Section 12 of the Exchange Act; and
(d) a liquidation or dissolution of the Company.
Termination of Standstill Agreement. Each of OC Technology and Exterior Systems shall have the right to terminate the Standstill Period upon (i) the giving of 30 days' notice to the other party; or (ii) upon the entry of an order dismissing the Case of Exterior Systems or OC Technology or converting such Case to a case under chapter 7 of the Bankruptcy Code.
Termination of Standstill Agreement. The Standstill Agreement shall terminate and be of no further force and effect and Aventis shall have the right to acquire any securities of ViroPharma in the event that:
12.2.1 ViroPharma has entered into an agreement for a Change of Control; or
12.2.2 a tender or exchange offer is made by any Person, other than Aventis or any of its Affiliates, or 13D Group, of which none of Aventis or any of its Affiliates is a party, to acquire Voting Securities of ViroPharma which, if added to the Voting Securities of ViroPharma (if any) already owned by such Person or 13D Group, would result, if consummated in accordance with its terms, in the Beneficial Ownership by such Person or 13D Group of more than fifty percent (50%) of the Total Voting Power of all Voting Securities of ViroPharma then outstanding.
