Termination of Standstill Agreement. Section 3 shall terminate and have no further force or effect, upon the earliest to occur of:
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. 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. 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:
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 5, other than Sections 5.2(b) and (c), shall terminate and have no further force or effect, upon the earliest to occur of:
Termination of Standstill Agreement. Each of OC Technology and Xxxxx Corning 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 Xxxxx Corning or OC Technology or converting such Case to a case under chapter 7 of the Bankruptcy Code.
Termination of Standstill Agreement. The standstill agreement set forth in SECTION 4.1 shall expire on the Put Expiration Date (other than as a result of the elimination of the Put Option pursuant to SECTION 5.2), unless terminated sooner pursuant to Article XI.
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 (...
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:
