Common use of Termination of Standstill Provisions Clause in Contracts

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that: (A) if the provisions of Section 2.1 shall have terminated as the result of a tender offer, such tender offer (as originally made or as amended or modified) shall have terminated (without closing) prior to the commencement of a tender offer by the Stockholder or any of its Affiliates or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of such third-party tender offer, (B) any tender offer by the Stockholder or any of its Affiliates or Associates (as originally made or as extended or modified) that was permitted to be made pursuant to this Section 2.2 shall have terminated (without closing); or (C) if the provisions of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 of Section 2.1 but for the provisions of this Section 2.2, all provisions of Section 2.1 and 2.2 shall terminate.

Termination of Standstill Provisions. The (a) Subject to Section 3.2(b), the provisions of Section 2.1 3.1 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. . (b) All of the provisions of Section 2.1 3.1 shall be reinstated and shall apply in full force according to their terms in the event that: (Ai) if the provisions of Section 2.1 3.1 shall have terminated as the result of a tender offer, and 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 3.2(a) as a result of such third-party tender offer, ; (Bii) 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 3.2(a) shall have terminated (without closing); or (Ciii) if the provisions of Section 2.1 3.1 shall have terminated as a result of any action by the Board referred to in clause (ii) of the first sentence of this Section 2.23.2(a), and 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 4.2(a) as a result of the initial determination of the Board referred to in clause Section 3.2(a). (iic) 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 2.23.1, the provisions of this Section 2.2 3.2 shall continue to govern for the remainder of the Standstill Period in the event that any of the events described in clauses (iSection 3.2(a) 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 of Section 2.1 3.1 but for the provisions of this Section 2.23.2, all provisions of Section 2.1 3.1 and 2.2 Section 3.2 shall terminate.

Termination of Standstill Provisions. The (a) Subject to Section 3.2(b), the provisions of Section 2.1 3.1 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. . (b) All of the provisions of Section 2.1 3.1 shall be reinstated and shall apply in full force according to their terms in the event that: (Ai) if the provisions of Section 2.1 3.1 shall have terminated as the result of a tender offer, and 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 3.2(a) as a result of such third-party tender offer, (Bii) 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 3.2(a) shall have terminated (without closing); or (Ciii) if the provisions of Section 2.1 4.1 shall have terminated as a result of any action by the Board referred to in clause (ii) of the first sentence of this Section 2.23.2(a), and 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 3.2(a) as a result of the initial determination of the Board referred to in clause Section 3.2(a). (iic) 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 2.23.1, the provisions of this Section 2.2 3.2 shall continue to govern for the remainder of the Standstill Period in the event that any of the events described in clauses (iSection 3.2(a) 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 of Section 2.1 3.1 but for the provisions of this Section 2.23.2, all provisions of Section 2.1 3.1 and 2.2 Section 3.2 shall terminate.

Termination of Standstill Provisions. The (a) Subject to Section 4.2(b), the provisions of Section 2.1 4.1 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. . (b) All of the provisions of Section 2.1 4.1 shall be reinstated and shall apply in full force according to their terms in the event that: (Ai) if the provisions of Section 2.1 4.1 shall have terminated as the result of a tender offer, and 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 4.2(a) as a result of such third-party tender offer, (Bii) 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 4.2(a) shall have terminated (without closing); or (Ciii) if the provisions of Section 2.1 4.1 shall have terminated as a result of any action by the Board referred to in clause (ii) of the first sentence of this Section 2.24.2(a), and 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 4.2(a) as a result of the initial determination of the Board referred to in clause Section 4.2(a). (iic) 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 2.24.1, the provisions of this Section 2.2 4.2 shall continue to govern for the remainder of the Standstill Period in the event that any of the events described in clauses (iSection 4.2(a) 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 of Section 2.1 4.1 but for the provisions of this Section 2.24.2, all provisions of Section 2.1 4.1 and 2.2 Section 4.2 shall terminate.

Termination of Standstill Provisions. The (a) Subject to Section 4.2(b), the provisions of Section 2.1 4.1 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. . (b) All of the provisions of Section 2.1 4.1 shall be reinstated and shall apply in full force according to their terms in the event that: (Ai) if the provisions of Section 2.1 4.1 shall have terminated as the result of a tender offer, and 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 4.2(a) as a result of such third-party tender offer, (Bii) 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 4.2(a) shall have terminated (without closing); or (Ciii) if the provisions of Section 2.1 4.1 shall have terminated as a result of any action by the Board referred to in clause (ii) of the first sentence of this Section 2.24.2(a), and 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 4.2(a) as a result of the initial determination of the Board referred to in clause Section 4.2(a). (iic) 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 2.24.1, the provisions of this Section 2.2 4.2 shall continue to govern in the event that any of the events described in clauses (iSection 4.2(a) 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 of Section 2.1 4.1 but for the provisions of this Section 2.24.2, all provisions of Section 2.1 4.1 and 2.2 Section 4.2 shall terminate.