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. Provided that none of the Standstill Parties has violated Section 4.1, Section 4 (except for Section 4.2, but only to the extent such Section 4.2 amends any of Section 19.5 of the Aventis Collaboration Agreement or Section 19.5 of the Sanofi License and Collaboration Agreement, or Section 12.4 of the Discovery and Preclinical Development Agreement) shall terminate and have no further force or effect, upon the earliest to occur of:
(a) the public announcement by the Company recommending acceptance by the Company’s shareholders of a tender offer or exchange offer that, if consummated, would constitute a Change of Control of the Company;
(b) the public announcement by the Company or any Offeror of any definitive agreement providing for a Change of Control of the Company;
(c) the expiration of the Standstill Term;
(d) the date of any issuance by the Company to a Third Party of shares of Common Stock, which, when combined with all other Shares of Then Outstanding Common Stock beneficially owned by such Third Party immediately prior to such issuance, represents more than ten percent (10%) of the voting power represented by all Shares of Then Outstanding Common Stock outstanding immediately after giving effect to such issuance, if the Company does not enter into a standstill agreement with such Third Party having material terms substantially similar (i) with respect to restrictions on such Third Party, to the restrictions on the Standstill Parties set forth in Section 4.1 of this Agreement and (ii) with respect to the termination of such restrictions, to the provisions of this Section 7.2; provided, however, that any collaborative or other commercial arrangements between the Company and such Third Party entered into connection with such issuance of Common Stock to such Third Party shall be taken into consideration in determining whether the terms of the standstill agreement entered into with such Third Party are materially similar to the terms of Section 4.1 of this Agreement;
(e) the date on which the Common Stock ceases to be registered pursuant to Section 12 of the Exchange Act; and
(f) a liquidation or dissolution of the Company; provided, however, that if any of the transactions referred to in (a) or (b) above terminates and the Company has not made a public announcement of its intent to solicit or engage in a transaction (or has announced its decision to discontinue pursuing such a transaction) the consummation of which would result in a Change of Control o...
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 6.2, 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 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) a liquidation or dissolution of the Company; provided, however, that if any of the transactions referred to in (a)-(e) above is abandoned or terminates and the 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. 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. In addition to the termination contemplated by Section 3.2, Section 3 shall terminate and have no further force or effect, upon the earliest to occur of:
(a) the date on which Common Stock ceases to be registered pursuant to Section 12 of the Exchange Act; and
(b) a liquidation or dissolution of the Company.
Termination of Standstill Agreement. The Standstill Agreement will terminate upon a payment default on the New Debt, subject to a 60-day grace/cure period. ● Listing Requirements: Crown will use its commercially reasonable efforts to maintain the listing of the Common Stock on NASDAQ through December 31, 2013. Hallmark will (i) in connection with the Recapitalization (and thereafter at the request of a special committee), vote in favor of a reverse stock split with respect to the Common Stock if the Special Committee of the Crown Board of Directors determines that such reverse stock split is reasonably likely to prevent the delisting of the Common Stock from NASDAQ and (ii) reasonably cooperate with Crown in meeting with representatives of NASDAQ in support of a listing. Through December 31, 2013, Hallmark will not cause Crown to voluntarily delist from NASDAQ or deregister the shares of Common Stock under the Securities and Exchange Act of 1934, as amended (except in connection with a Premium Transaction). The parties understand that this Term Sheet does not create any legally binding obligations on the parties hereto, and is subject to the execution of definitive agreements with respect to the Recapitalization, which definitive agreements may contain provisions which are different from the provisions of this Term Sheet, and may contain additional terms and conditions. This Term Sheet represents the parties’ entire understanding of the non-binding terms of the proposed Recapitalization. The parties hereto acknowledge that the terms hereof shall not be supplemented by, nor subject to interpretation as a result of, any prior agreement or understanding, whether written and oral, among the parties, or by the delivery of draft documents in connection herewith. It is anticipated that such definitive agreements will provide that Hallmark and Crown shall have the right to terminate such definitive agreements at any time after June 30, 2010 if the Recapitalization has not been consummated prior to such date (the “Termination Date”); provided, however, that the obligation of Hallmark to amend the Waiver Agreement to provide that the waiver thereunder shall terminate on August 31, 2010 and to use its best efforts to ensure Crown's continued access to the JPMorgan Facility through such date shall survive such Termination Date. Further, the definitive agreements will provide, as a condition to Hallmark’s obligation to close the Recapitalization, that Hallmark Cards, Incorporated, in its sole discretion (...
