Common use of Termination of Standstill Clause in Contracts

Termination of Standstill. The Priceline Standstill shall terminate automatically upon the earliest to occur of: (a) the consummation of any Company Sale; (b) written notice by Priceline in the event the Company fails to comply in all material respects with the provisions of Section 3.1(b) or Section 3.2(b); (c) written notice by Priceline in the event of a material breach by the Company of the Marketing Agreement; or (d) the mutual written consent of the Company and Priceline. For the avoidance of doubt, the termination of the Priceline Standstill in accordance with this Section 4.1 will not automatically terminate this Agreement.