Common use of Termination of Standstill Clause in Contracts

Termination of Standstill. The restrictions contained in Section 2.1 shall terminate upon the earliest to occur of (i) the public announcement by the Company to the effect that it is soliciting, directly or indirectly, proposals to effect a change of control transaction; (ii) the acquisition by any third Person or group other than DBSI or the Principal Additional Investor or any of their Affiliates or associates (an “Offeror”) of beneficial ownership of Shares of Then Outstanding Capital Stock, which, when combined with all other Shares of Then Outstanding Capital Stock beneficially owned by the Offeror, represents more than twenty-five percent (25%) of the voting power represented by all Shares of Then Outstanding Capital Stock; (iii) the entry by the Company into a definitive agreement with any Offeror with respect to a transaction which, if consummated, would result in a “change of control,” (iv) the issuance by the Company to an Offeror of Shares of Then Outstanding Capital Stock, which, when combined with all other Shares of Then Outstanding Capital Stock beneficially owned by such Offeror, represents more than fifteen percent (15%) of the voting power represented by all Shares of Then Outstanding Capital Stock, if the Company and such Offeror do not enter into a standstill agreement for a time period and upon terms substantially similar to the provisions of Section 2.1; (v) a sale of all or substantially all of the assets of the Company (other than to a wholly owned subsidiary of the Company); (vi) a liquidation or dissolution of the Company; (vii) receipt by the Company of a bona fide proposal from an Offeror with respect to a change of control transaction, which is not made in violation of Section 2.1 hereof and which the Company’s Board of Directors does not reject within (A) 10 business days following commencement of any tender or exchange offer with respect to a proposal subject to Section 14(d) of the Exchange Act or (B) 30 business days, with respect to any other proposal; or (viii) at such time as DBSI beneficially owns less than fifteen percent (15%) of the Shares of Then Outstanding Capital Stock; provided, however, that the restrictions contained in Section 2.1 shall not terminate pursuant to this subsection (viii) unless and until DBSI shall have furnished to the Company a certificate of a duly authorized officer of DBSI certifying that as of the date thereof, DBSI beneficially owns less than fifteen percent (15%) of the Shares of Then Outstanding Capital Stock and setting forth therein, the number of Shares then beneficially owned by DBSI and a calculation of the percentage of the Shares of Then Outstanding Capital Stock represented by such amount.

Termination of Standstill. The restrictions contained in Section 2.1 shall terminate upon the earliest to occur of (i) the public announcement by the Company to the effect that it is soliciting, directly or indirectly, proposals to effect a change of control transaction; (ii) the acquisition by any third Person or group other than Silver Point or DBSI or the Principal Additional Investor or any of their Affiliates or associates (an “Offeror”) of beneficial ownership of Shares of Then Outstanding Capital Stock, which, when combined with all other Shares of Then Outstanding Capital Stock beneficially owned by the Offeror, represents more than twenty-five percent (25%) of the voting power represented by all Shares of Then Outstanding Capital Stock; (iii) the entry by the Company into a definitive agreement with any Offeror with respect to a transaction which, if consummated, would result in a “change of control,” (iv) the issuance by the Company to an Offeror of Shares of Then Outstanding Capital Stock, which, when combined with all other Shares of Then Outstanding Capital Stock beneficially owned by such Offeror, represents more than fifteen percent (15%) of the voting power represented by all Shares of Then Outstanding Capital Stock, if the Company and such Offeror do not enter into a standstill agreement for a time period and upon terms substantially similar to the provisions of Section 2.1; (v) a sale of all or substantially all of the assets of the Company (other than to a wholly owned subsidiary of the Company); (vi) a liquidation or dissolution of the Company; (vii) receipt by the Company of a bona fide proposal from an Offeror with respect to a change of control transaction, which is not made in violation of Section 2.1 hereof and which the Company’s Board of Directors does not reject within (A) 10 business days following commencement of any tender or exchange offer with respect to a proposal subject to Section 14(d) of the Exchange Act or (B) 30 business days, with respect to any other proposal; or (viii) at such time as DBSI Silver Point beneficially owns less than fifteen percent (15%) of the Shares of Then Outstanding Capital Stock; provided, however, that the restrictions contained in Section 2.1 shall not terminate pursuant to this subsection (viii) unless and until DBSI Silver Point shall have furnished to the Company a certificate of a duly authorized officer of DBSI Silver Point certifying that as of the date thereof, DBSI Silver Point beneficially owns less than fifteen percent (15%) of the Shares of Then Outstanding Capital Stock and setting forth therein, the number of Shares then beneficially owned by DBSI Silver Point and a calculation of the percentage of the Shares of Then Outstanding Capital Stock represented by such amount.

Termination of Standstill. The restrictions contained in Notwithstanding the foregoing, the obligations of the Investor under Section 2.1 8.3 shall terminate upon in the earliest to occur of event (i) of any bona fide third party tender or exchange offer for at least 50% of the public announcement by voting power of the outstanding Company to the effect that it is solicitingEquity Securities, directly or indirectly, proposals to effect a change of control transaction; (ii) the acquisition by Company enters into any third agreement to merge, consolidate or enter into a business combination or other extraordinary corporate transaction with any Person not affiliated with the Investor in which the holders of the outstanding Company Equity Securities immediately prior to such merger, consolidation, business combination or group other transaction (other than DBSI the beneficial owners of such Person, if applicable) hold less than a majority of the voting power of the outstanding voting securities of the surviving or resulting company, (iii) the Principal Additional Company enters into any agreement to sell all or substantially all of its assets to any Person not affiliated with the Investor, (iv) any Person not affiliated with the Investor or any of their Affiliates or associates (an “Offeror”) of beneficial ownership of Shares of Then Outstanding Capital Stock, acquires Company Equity Securities which, when combined together with all other Shares of Then Outstanding Capital Stock beneficially any Company Equity Securities previously owned by the Offerorsuch Person, represents represent more than twenty-five percent (25%) of the voting power represented of the outstanding Company Equity Securities, or (v) the individuals who on the date hereof constituted the Board (together with any new directors whose election by all Shares the Board or nomination for election by the stockholders of Then Outstanding Capital Stock; the Company was approved by a majority of the directors of the Company then still in office or whose election or nomination for election was previously so approved by the directors in office on the date hereof, other than any director designated by any Person that has made a tender or exchange offer described in clause (i) above or has entered into an agreement described in clause (ii) or (iii) the entry by the Company into above) ceasing for any reason to constitute a definitive agreement with any Offeror with respect to a transaction which, if consummated, would result in a “change of control,” (iv) the issuance by the Company to an Offeror of Shares of Then Outstanding Capital Stock, which, when combined with all other Shares of Then Outstanding Capital Stock beneficially owned by such Offeror, represents more than fifteen percent (15%) majority of the voting power represented by all Shares Board. All of Then Outstanding Capital Stock, if the Company and such Offeror do not enter into a standstill agreement for a time period and upon terms substantially similar to the provisions of Section 2.18.3 shall be reinstated and shall apply in full force according to their terms in the event that: (x) if the provisions of Section 8.3 shall have terminated as the result of a tender or exchange offer, such tender or exchange offer (as originally made or as amended or modified) shall have terminated (without closing) prior to the commencement of a tender or exchange offer by the Investor that would have been permitted to be made pursuant to the first sentence of this Section 8.4 as a result of such third-party tender or exchange offer; (vy) a sale of all or substantially all of the assets of the Company (other than to a wholly owned subsidiary of the Company); (vi) a liquidation or dissolution of the Company; (vii) receipt by the Company of a bona fide proposal from an Offeror with respect to a change of control transaction, which is not made in violation of Section 2.1 hereof and which the Company’s Board of Directors does not reject within (A) 10 business days following commencement of any tender or exchange offer with respect by the Investor (as originally made or as extended or modified) that was permitted to a proposal subject be made pursuant to this Section 14(d) of the Exchange Act or 8.4 shall have terminated (B) 30 business days, with respect to any other proposalwithout closing); or (viiiz) at if the provisions of Section 8.3 shall have terminated as a result of any action by the Company referred to in this Section 8.4, the Company shall have determined, prior to the taking of any action by the Investor that would have been permitted to be made pursuant to the first sentence of this Section 8.4 as a result of such time as DBSI beneficially owns less than fifteen percent Company action, not to take any of such actions (15%) and no such transaction shall have closed). Upon reinstatement of the Shares provisions of Then Outstanding Capital Stock; providedSection 8.3, however, the provisions of this Section 8.4 shall continue to govern in the event that the restrictions contained in Section 2.1 shall not terminate pursuant to this subsection (viii) unless and until DBSI shall have furnished to the Company a certificate of a duly authorized officer of DBSI certifying that as any of the date thereof, DBSI beneficially owns less than fifteen percent (15%) of the Shares of Then Outstanding Capital Stock and setting forth therein, the number of Shares then beneficially owned by DBSI and a calculation of the percentage of the Shares of Then Outstanding Capital Stock represented by such amountevents described in this Section 8.4 shall occur.

Termination of Standstill. The Provided Investor has not violated Section 20.16(d), (f) or (h) with respect to the Offeror referred to in this Section 20.17, the restrictions contained in Section 2.1 20.16 shall terminate upon the earliest earlier to occur of (ia) the public announcement by the Company to the effect that it is soliciting, directly or indirectly, proposals to effect a change an Offeror of control transactionan Acquisition Proposal; (iib) the acquisition by any third Person or group an Offeror (other than DBSI Dx. Xxxxxxx Xxxxxxxxx or the Principal Additional Investor or any of their Affiliates or associates (an “Offeror”his Affiliates) of beneficial ownership of Shares of Then Outstanding Capital Stock, which, when combined with all other Shares of Then Outstanding Capital Stock beneficially owned by the Offeror, represents more than twenty-five percent (25%) [********************] of the voting power represented by all issued and outstanding Shares of Then Outstanding Capital Stock; (iii) the entry by the Company into a definitive agreement with any Offeror with respect to a transaction which, if consummated, would result in a “change of control,” (ivc) the issuance by Regeneron to a Third Party (other than an underwriter in a public offering which promptly distributes such shares to the Company to an Offeror public) of Shares of Then Outstanding Capital Stock, which, when combined with all other Shares of Then Outstanding Capital Stock beneficially owned by such OfferorThird Party, represents more than fifteen percent (15%) [*****************] of the voting power represented by all issued and outstanding Shares of Then Outstanding Capital Stock, if the Company and such Offeror do Regeneron does not enter into a standstill agreement with such Third Party for a time period and upon terms substantially similar to the provisions of Section 2.120.16; (vd) a sale of all or substantially all of the assets of the Company Regeneron (other than to a wholly owned subsidiary of the CompanyRegeneron); or (vie) a liquidation or dissolution of the Company; (vii) receipt by the Company of a bona fide proposal from an Offeror with respect Regeneron, which would give rise to a change termination of control transaction, which is not made in violation of Section 2.1 hereof and which the Company’s Board of Directors does not reject within (A) 10 business days following commencement of any tender or exchange offer with respect to a proposal subject this Agreement pursuant to Section 14(d) of the Exchange Act or (B) 30 business days, with respect to any other proposal; or (viii) at such time as DBSI beneficially owns less than fifteen percent (15%) of the Shares of Then Outstanding Capital Stock19.4; provided, however, that if any of the transactions referred to in (a), (b) or (d) above terminates and Regeneron has not made a public announcement of its intent to solicit or engage in a transaction referred to in Section 20.16 (or has announced its decision to discontinue pursuing such a transaction) the consummation of which would result in a Change of Control of Regeneron, then the restrictions contained in Section 2.1 20.16 shall not terminate pursuant to this subsection (viii) unless and until DBSI shall have furnished to the Company a certificate of a duly authorized officer of DBSI certifying that as of the date thereof, DBSI beneficially owns less than fifteen percent (15%) of the Shares of Then Outstanding Capital Stock and setting forth therein, the number of Shares then beneficially owned by DBSI and a calculation of the percentage of the Shares of Then Outstanding Capital Stock represented by such amountagain be applicable.

Termination of Standstill. The Provided Investor has not violated Section 20.16(d) or (f) with respect to the Offeror referred to in this Section 20.17, the restrictions contained in Section 2.1 20.16 shall terminate upon the earliest earlier to occur of (i) the public announcement by the Company to the effect that it is soliciting, directly or indirectly, proposals to effect a change an Offeror of control transactionan Acquisition Proposal; (ii) the acquisition by any third Person or group an Offeror (other than DBSI Xx. Xxxxxxx Xxxxxxxxx or the Principal Additional Investor or any of their Affiliates or associates (an “Offeror”his Affiliate) of beneficial ownership of Shares of Then Outstanding Capital Stock, which, when combined with all other Shares of Then Outstanding Capital Stock beneficially owned by the Offeror, represents more than twenty-five percent (25%) [**********] of the voting power represented by all issued and outstanding Shares of Then Outstanding Capital Stock; or (iii) the entry issuance by the Company into a definitive agreement with any Offeror with respect Regeneron to a transaction which, if consummated, would result in a “change of control,” (iv) the issuance by the Company to an Offeror Third Party of Shares of Then Outstanding Capital Stock, which, when combined with all other Shares of Then Outstanding Capital Stock beneficially owned by such Offerorthird party, represents more than fifteen percent (15%) [**********] of the voting power represented by all issued and outstanding Shares of Then Outstanding Capital Stock, if the Company and such Offeror do Regeneron does not enter into a standstill agreement for a time period and upon terms substantially similar to the provisions of this Section 2.120.17; (viv) a sale of all or substantially all of the assets of the Company Regeneron (other than to a wholly owned subsidiary of the CompanyRegeneron); or (viv) a liquidation or dissolution of the Company; (vii) receipt by the Company of a bona fide proposal from an Offeror with respect Regeneron, which would give rise to a change termination of control transaction, which is not made in violation of Section 2.1 hereof and which the Company’s Board of Directors does not reject within (A) 10 business days following commencement of any tender or exchange offer with respect to a proposal subject this Agreement pursuant to Section 14(d) of the Exchange Act or (B) 30 business days, with respect to any other proposal; or (viii) at such time as DBSI beneficially owns less than fifteen percent (15%) of the Shares of Then Outstanding Capital Stock19.4; provided, however, that if any of the transactions referred to in (i), (ii) or (iv) above terminates and Regeneron has not made a public announcement of its intent to solicit or engage in a transaction referred to in 20.16 (or has announced its decision to discontinue pursuing such a transaction) the consummation of which would result in a Change of Control of Regeneron, then the restrictions contained in Section 2.1 20.16 shall not terminate pursuant to this subsection (viii) unless and until DBSI shall have furnished to the Company a certificate of a duly authorized officer of DBSI certifying that as of the date thereof, DBSI beneficially owns less than fifteen percent (15%) of the Shares of Then Outstanding Capital Stock and setting forth therein, the number of Shares then beneficially owned by DBSI and a calculation of the percentage of the Shares of Then Outstanding Capital Stock represented by such amountagain be applicable.