Termination of Standstill Provisions Sample Clauses

Termination of Standstill Provisions. The provisions of Section 2.1 shall terminate and be of no further force and effect in the event (i) any Person or Group shall have commenced a Company Acquisition Transaction independent of any action of the Stockholder and none of the Persons comprising the Stockholder nor the Stockholder is at such time in breach of this Agreement, or (ii) the Board shall have endorsed, approved, recommended, or resolved to endorse, approve or recommend a Company Acquisition Transaction. All of the provisions of Section 2.1 shall be reinstated and shall apply in full force according to their terms in the event that: (A) if the provisions of Section 2.1 shall have terminated as the result of a tender offer, such tender offer (as originally made or as amended or modified) shall have terminated (without closing) prior to the commencement of a tender offer by the Stockholder or any of its Affiliates or Associates that would have been permitted to be made pursuant to the first sentence of this Section 2.2 as a result of such third-party tender offer, (B) any tender offer by the Stockholder or any of its Affiliates or Associates (as originally made or as extended or modified) that was permitted to be made pursuant to this Section 2.2 shall have terminated (without closing); or (C) if the provisions of Section 2.1 shall have terminated as a result of any action by the Board referred to in clause (ii) of the first sentence of this Section 2.2, the Board shall have determined not to take any of such actions (and no such transaction considered by the Board shall have closed) prior to the commencement of a tender offer by the Stockholder that would have been permitted to be made pursuant to this Section 2.2 as a result of the initial determination of the Board referred to in clause (ii) of the first sentence of this Section 2.2, unless prior to such determination by the Board not to take any such actions, any event referred to in clause (i) of the first sentence of this Section 2.2 shall have occurred. Upon reinstatement of the provisions of Section 2.2, the provisions of this Section 2.2 shall continue to govern in the event that any of the events described in clauses (i) and (ii) of the first sentence of this Section 2.2 shall occur. Upon the closing of any tender offer for or acquisition of any securities of the Company or rights or options to acquire any such securities by the Stockholder or any of its Affiliates or Associates that would have been prohibited by the provisions ...
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Termination of Standstill Provisions. The provisions of Sections 4.01, 4.02 and 4.04 of this Agreement shall terminate without any further action by any party upon the earlier of: (i) 180 days after such time as the Investor Group beneficially owns less than 10% of the outstanding Common Stock of the Company; (ii) such date as the Board determines to solicit, or publicly announces, whether by press release, filing with the Commission or otherwise, its intention to solicit, an Acquisition Proposal (as defined in the Securities Purchase Agreement); (iii) such date as the Board publicly approves, accepts, authorizes or recommends to the Company’s stockholders their approval of, or their conveyance of any Common Stock or other securities pursuant to, any Acquisition Proposal; (iv) such date that the Company or any affiliate thereof has entered into a letter of intent, agreement in principle, definitive agreement, or any other agreement with any party, with respect to an Acquisition Proposal for the Company; (v) such date that any person or group, other than the Investor Group or any of its affiliates, shall have acquired or announced its intention to acquire, including by commencement of a tender offer or exchange offer) beneficial ownership of 20% of the Company’s outstanding Common Stock; (vi) such date as the Company, the Board or any committee of the Board takes any action, or fails to take appropriate action, which action, or failure to take action, results in a breach of any provision of Section 2.05; and (vii) such date as the Company breaches this Agreement in that the number of Investor Designated Directors on the Board, any committee thereof or on any subsidiary Board or any committee thereof, is less than the number of directors to which the Investor Group is entitled at such time pursuant to Article 2, subject to notice from the members of the Investor Group and the expiration of a 30-day period in which to cure such action or failure to act (if such action or failure to act is reasonably capable of being cured).
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Termination of Standstill Provisions. The provisions of Sections 4.01 and 4.02 of this Agreement shall terminate without any further action by any party upon the earlier of: (i) the second (2nd) anniversary of the receipt of the Stockholder Approval; (ii) such date as the Board determines to solicit, or publicly announces, whether by press release, filing with the SEC or otherwise, its intention to solicit, an Acquisition Proposal; (iii) such date as the Board publicly approves, accepts, authorizes or recommends to the Company’s stockholders their approval of, or their conveyance of any Common Stock or other securities pursuant to, any Acquisition Proposal; (iv) such date that the Company or any affiliate thereof has entered into a letter of intent, agreement in principle, definitive agreement or any other agreement with any party, with respect to an Acquisition Proposal for the Company; and (v) such date that any person or group, other than the Investor or any of its affiliates, shall have acquired or announced its intention to acquire, including by commencement of a tender offer or exchange offer, beneficial ownership of twenty percent (20%) of the Company’s outstanding Common Stock.
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Termination of Standstill Provisions. The provisions of this Article 6 shall terminate upon the earliest to occur of any of the following: (a) the written agreement of the Purchaser and the Sellers to terminate the provisions of this Article 6; (b) the first anniversary of the Closing Date; or
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Termination of Standstill Provisions. Upon the occurrence of a Trigger Event (defined below) with respect to Protalix Parent, Section 16.1 shall automatically terminate and be of no further force or effect, provided that such termination shall not relieve Pfizer from liability for breach of Section 16.1 prior to such termination. For purposes of this Agreement, (a) a “Trigger Event” shall occur with respect to Protalix Parent if (i) Protalix Parent shall have publicly announced that it has entered into, or that it is in discussions or negotiations with respect to, an agreement or agreement in principle with a Third Party (including a Third Party acting in concert with others) with respect to an Acquisition (defined below) or (ii) it shall have been
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Termination of Standstill Provisions. The provisions of Section 6.1 (Standstill Restrictions) shall terminate with respect to the Purchaser and Xx. Xxxxxx on the earliest of: (a) (i) with respect to any provision of this Section 6.1 other than Section 6.1(a) and Section 6.1(d) in respect of Section 6.1(a), eighteen (18) months from the Closing, and (ii) in respect of Section 6.1(a) and Section 6.1(d) in respect of Section 6.1(a), the day following the annual meeting of stockholders of the Company held in 2016 (but in any event not later than July 31, 2016); (b) the date on which the Purchaser or Xx. Xxxxxx, as applicable, ceases to own any Voting Securities; (c) the liquidation, dissolution or indefinite cessation of the business operations of the Company; (d) the execution by the Company of a general assignment for the benefit of creditors or the appointment of a receiver or trustee to take possession of the property and assets of the Company; (e) 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; (f) the execution by the Company or the public announcement of any agreement providing for a Change of Control; (g) in the case of the Purchaser, the date on which Purchaser no longer has the right to designate a Purchaser Designee pursuant to Section 3.2(b) (Right to Board Designee); or (h) in the case of Xx. Xxxxxx, the date on which Xx. Xxxxxx no longer has the right to designate the Xxxxxx Designee pursuant to Section 3.2(b) (Right to Board Designee) (the period from the date hereof until the termination of the provisions of Section 6.1 as set forth above, the “Standstill Period”).
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Termination of Standstill Provisions. The provisions of this Section ------------------------------------ 5 shall terminate on July 8, 2003.
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Related to Termination of Standstill Provisions

  • Confirmation of Status The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Receivables for compliance with the representations and warranties under the Transaction Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Transaction Documents.

  • Term; Termination; Survival of Provisions The term of this Agreement shall commence on the date hereof and shall continue, unless earlier terminated pursuant to the provisions of this section, for twelve (12) months, automatically renewed thereafter for monthly periods unless either Party informs the other in writing thirty (30) days prior to the end of the current term of its intent to terminate this Agreement. This Agreement may be terminated prior to the end of the current term, by mutual written consent of the Parties hereto, or: a. by any Party, upon thirty (30) days’ prior written notice; and b. by either Co-Manager (with respect to such Co-Manager, but not to the other Co-Manager) in the event that Client fails to pay any amount due hereunder within thirty (30) days of that due date or otherwise breaches its obligations to such Co-Manager. Termination of this Agreement will not affect either Co-Manager’s right to receive continuing compensation with respect to investments made prior to such termination. It is understood and agreed that the provisions of this Agreement relating to the payment of fees and expenses, confidentiality, and indemnification shall survive any termination of this Agreement.

  • Waiver of Statutory Provisions The provisions of this Lease, including this Article 11, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building or the Project, and any statute or regulation of the State of California, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or the Project.

  • Incorporation of Standard Terms Except as otherwise provided herein, all of the provisions of the Standard Terms are hereby incorporated herein by reference in their entirety, and this Series Supplement and the Standard Terms shall form a single agreement between the parties. In the event of any inconsistency between the provisions of this Series Supplement and the provisions of the Standard Terms, the provisions of this Series Supplement will control with respect to the Series 2001-3 Certificates and the transactions described herein.

  • Termination Provisions In this Agreement:

  • Survival of Obligations Upon Termination of Financing Arrangements Except as otherwise expressly provided for in the Loan Documents, no termination or cancellation (regardless of cause or procedure) of any financing arrangement under this Agreement shall in any way affect or impair the obligations, duties and liabilities of the Credit Parties or the rights of Agent and Lenders relating to any unpaid portion of the Loans or any other Obligations, due or not due, liquidated, contingent or unliquidated, or any transaction or event occurring prior to such termination, or any transaction or event, the performance of which is required after the Commitment Termination Date. Except as otherwise expressly provided herein or in any other Loan Document, all undertakings, agreements, covenants, warranties and representations of or binding upon the Credit Parties, and all rights of Agent and each Lender, all as contained in the Loan Documents, shall not terminate or expire, but rather shall survive any such termination or cancellation and shall continue in full force and effect until the Termination Date; provided, that the provisions of Section 11, the payment obligations under Sections 1.15 and 1.16, and the indemnities contained in the Loan Documents shall survive the Termination Date.

  • Expiration and Termination of Restrictions The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”): (a) If applicable, as to the percentages of the Shares specified in the vesting schedule on page 1 of this Award Agreement, on the respective dates specified in the vesting schedule on page 1; provided you are then still employed by or in the service of the Company or an Affiliate; or (b) Upon termination of your employment or service by reason of death or Disability; or (c) Upon a Change in Control (as defined in the 2012 Plan).

  • EFFECT OF OPTIONAL TERMINATION Upon the exercise of the option to terminate pursuant to Section 7.2, this Agreement shall terminate and be of no further force or effect; provided, however, that: A. the Parties respective rights and obligations under this Agreement with respect to the Tax Year or Tax Years (as the case may be) through and including the Tax Year during which such notification is delivered to the District, shall not be impaired or modified as a result of such termination and shall survive such termination unless and until satisfied and discharged; and B. the provisions of this Agreement regarding payments (including liquidated damages and tax payments), records and dispute resolution shall survive the termination or expiration of this Agreement.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Designation of Start-up Day The Closing Date is hereby designated as the "start-up day" of each of the Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Section 860G(a)(9) of the Code.

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