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.
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Samples: Investor Agreement (Yandex N.V.), Investor Agreement (Yandex N.V.), Investor Agreement (Yandex N.V.)
Termination of Standstill Agreement. Section 3 5, other than Sections 5.2(b) and (c), 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(b5.1(c), (d) or (f) with respect to the Offeror referred to in this clause (ba), 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 expiration of the Standstill Term (subject to revival as set forth in the definition of such term);
(c) the date on which the Class A Shares cease Common Stock ceases 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
(ed) a liquidation or dissolution of the Company; provided, however, that if Section 3 5 terminates due to clause (ba) 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 5 shall again be applicable until otherwise terminated pursuant to this Section 6.28.5.
Appears in 2 contracts
Samples: License Agreement (Vericel Corp), Warrant Agreement (Vericel Corp)
Termination of Standstill Agreement. Section 3 3, other than Sections 3.2(b) and (c), 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(b3.1(c), (d) or (f) with respect to the Offeror referred to in this clause (ba), 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 expiration of the Standstill Term (subject to revival as set forth in the definition of such term);
(c) the date on which the Class A Shares cease Common Stock ceases 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
(ed) a liquidation or dissolution of the Company; provided, however, that if Section 3 terminates due to clause (ba) 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 6.29.2.
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