Termination of Standstill Term. Section 3 shall terminate automatically and have no further force or effect, upon the earliest to occur of: (a) the date twelve (12) months after the Closing Date; (b) provided that none of the Standstill Parties has materially violated Section 3.1, the date on which a Third Party publicly announces a tender, exchange or other offer for the Company’s Common Stock or proposal that, if consummated, would result in a Change of Control of the Company; (c) the date that the Company enters into a letter of intent relating to a Change of Control of the Company, publicly announces its intent to do so or publicly announces that it is pursuing a transaction that would reasonably be expected to result in a Change of Control of the Company; (d) the date on which the Common Stock ceases to be registered pursuant to Section 12 of the Exchange Act; and (e) a liquidation or dissolution of the Company; provided, however, that if Section 3 terminates due to clauses (b) or (c) above and such agreement, tender, exchange or other offer, as applicable, is abandoned and no other similar transaction by a Third Party has been publicly announced and not abandoned or terminated, the restrictions contained in Section 3 shall again be applicable until otherwise terminated pursuant to this Section 5.2.
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Termination of Standstill Term. Section 3 shall terminate automatically and have no further force or effect, upon the earliest to occur of:
(a) the date twelve (12) [**] months after of the Closing Date;
(b) provided that none of the Standstill Parties has materially violated Section 3.13.1(d) or (f) with respect to any other Person or group (an “Offeror”) referred to in this Section 6.2, the date on which a Third Party an Offeror publicly announces a tender, exchange or other offer for the Company’s Common Stock or proposal that, if consummated, would result in a Change of Control of the Company;
(c) the date that the Company enters into a letter of intent relating to a Change of Control of the Company, publicly announces its intent to do so or publicly announces that it is pursuing a transaction that would reasonably be expected to result in a Change of Control of the Company;
(d) the date on which the Common Stock ceases to be registered pursuant to Section 12 of the Exchange Act; and
(e) a liquidation or dissolution of the Company; provided, however, that if Section 3 terminates due to clauses (b) or (c) above and such agreement, tender, exchange or other offer, as applicable, agreement is abandoned and no other similar transaction by a Third Party has been publicly announced and not abandoned or terminatedterminated within ninety (90) days thereafter, the restrictions contained in Section 3 shall again be applicable until otherwise terminated pursuant to this Section 5.26.2.
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Termination of Standstill Term. Section 3 shall terminate automatically and have no further force or effect, upon the earliest to occur of:
(a) the date twelve (12) months [***] after of the Closing Date;
(b) provided that none of the Standstill Parties has materially violated Section 3.13.1(d) or (f) with respect to any other Person or group (an “Offeror”) referred to in this Section 6.2, the date on which a Third Party an Offeror publicly announces a tender, exchange or other offer for the Company’s Common Stock or proposal that, if consummated, would result in a Change of Control of the Company;
(c) the date that the Company enters into a letter of intent relating to a Change of Control of the Company, publicly announces its intent to do so or publicly announces that it is pursuing a transaction that would reasonably be expected to result in a Change of Control of the Company;
(d) the date on which the Standstill Parties together beneficially own less than [***] of the Shares of Then Outstanding Common Stock;
(e) the date on which the Common Stock ceases to be registered pursuant to Section 12 of the Exchange Act; and
(ef) a liquidation or dissolution of the Company; provided, however, that if Section 3 terminates due to clauses (b) or (c) above and such agreement, tender, exchange or other offer, as applicable, agreement is abandoned and no other similar transaction by a Third Party has been publicly announced and not abandoned or terminated, terminated [***] the restrictions contained in Section 3 shall again be applicable until otherwise terminated pursuant to this Section 5.26.2.
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Samples: Investor Agreement (Macrogenics Inc)
Termination of Standstill Term. Section 3 shall terminate automatically and have no further force or effect, upon the earliest to occur of:
(a) the date twelve sixteen (1216) months after of the Closing Date;
(b) provided that none of the Standstill Parties has materially violated Section 3.13.1(d) or (f) with respect to any other Person or group (an "Offeror") referred to in this Section 6.2, the date on which a Third Party an Offeror publicly announces a tender, exchange or other offer for the Company’s 's Common Stock or proposal that, if consummated, would result in a Change of Control of the Company;
(c) the date that the Company enters into a letter of intent relating to a Change of Control of the Company, publicly announces its intent to do so or publicly announces that it is pursuing a transaction that would reasonably be expected to result in a Change of Control of the Company;
(d) the date on which the Standstill Parties together beneficially own less than five percent (5%) of the Shares of Then Outstanding Common Stock;
(e) the date on which the Common Stock ceases to be registered pursuant to Section 12 of the Exchange Act; and
(ef) a liquidation or dissolution of the Company; provided, however, that if Section 3 terminates due to clauses (b) or (c) above and such agreement, tender, exchange or other offer, as applicable, agreement is abandoned and no other similar transaction by a Third Party has been publicly announced and not abandoned or terminatedterminated within ninety (90) days thereafter, the restrictions contained in Section 3 shall again be applicable until otherwise terminated pursuant to this Section 5.26.2.
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Samples: Investor Agreement (Macrogenics Inc)