Common use of Termination of Standstill Clause in Contracts

Termination of Standstill. The obligations of the Purchaser under Section 10.1 shall terminate in the event (a) of any bona fide unsolicited third party tender or exchange offer for at least 50% of the outstanding voting capital stock of the Company, (b) the Company enters into any agreement for an Acquisition Transaction with any entity not affiliated with the Purchaser, (c) the Company, upon the decision of the Board, initiates a structured auction process with regard to an Acquisition Transaction, but excluding any market check in response to an unsolicited proposal made by any entity not affiliated with the Purchaser, (d) any Person or group unaffiliated with the Purchaser acquires beneficial ownership of more than 35% of the Common Stock, or (e) the occurrence of a Bankruptcy Event. All of the provisions of Section 10.1 shall be reinstated and shall apply in full force according to their terms in the event that: (i) if the provisions of Section 10.1 shall have terminated as the result of a tender or exchange offer, such tender or exchange offer (as originally made or as amended or modified) shall have terminated (without closing) prior to the commencement of a tender or exchange offer by the Purchaser that would have been permitted to be made pursuant to this Section 10.2 as a result of such third-party tender or exchange offer; (ii) any tender or exchange offer by the Purchaser (as originally made or as extended or modified) that was permitted to be made pursuant to this Section 10.2 shall have terminated (without closing); or (iii) if the provisions of Section 10.1 shall have terminated as a result of any action by the Company referred to in this Section 10.2, the Company shall have determined not to take any of such actions (and no such transaction shall have closed) prior to the commencement of any action by the Purchaser that would have been permitted to be made pursuant to this Section 10.2 as a result of the initial determination of the Company referred to in this Section 10.2. Upon reinstatement of the provisions of Section 10.2, the provisions of this Section 10.2 shall continue to govern in the event that any of the events described in this Section 10.2 shall occur.

Termination of Standstill. The Notwithstanding the foregoing, the obligations of the Purchaser under this Section 10.1 9 shall terminate in the event of (ai) of any bona fide unsolicited third party tender or exchange offer for at least 50% of the outstanding voting capital stock Common Stock, (ii) it is publicly disclosed that more than 30% of the CompanyCommon Stock then outstanding has been acquired or is proposed to be acquired by any person or corporate or governmental entity (a "Person") or group unaffiliated with the Purchaser, (biii) the Company enters into any agreement for an Acquisition Transaction to merge with any entity Person not affiliated with the Purchaser, or (civ) the Company, upon the decision Purchaser enters into any agreement to sell all or substantially all of the Board, initiates a structured auction process with regard its assets to an Acquisition Transaction, but excluding any market check in response to an unsolicited proposal made by any entity Person not affiliated with the Purchaser, (d) any Person or group unaffiliated with the Purchaser acquires beneficial ownership of more than 35% of the Common Stock, or (e) the occurrence of a Bankruptcy Event. All of the provisions of Section 10.1 9 shall be reinstated and shall apply in full force according to their terms in the event that: (ix) if the provisions of Section 10.1 9 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 Purchaser that would have been permitted to be made pursuant to the first sentence of this Section 10.2 9.2 as a result of such third-party tender or exchange offer; (iiy) any tender or exchange offer by the Purchaser (as originally made or as extended or modified) that was permitted to be made pursuant to this Section 10.2 9.2 shall have terminated (without closing); or (iiiz) if the provisions of Section 10.1 9 shall have terminated as a result of any action by the Company referred to in this Section 10.29.2, the Company shall have determined not to take any of such actions (and no such transaction shall have closed) prior to the commencement of any action a tender or exchange offer by the Purchaser that would have been permitted to be made pursuant to this Section 10.2 9.2 as a result of the initial determination of the Company referred to in this Section 10.29.2. Upon reinstatement of the provisions of Section 10.29, the provisions of this Section 10.2 9.2 shall continue to govern in the event that any of the events described in this Section 10.2 9.2 shall occur.

Termination of Standstill. The Notwithstanding the foregoing, the obligations of the Purchaser Sepracor under this Section 10.1 4 shall terminate in the event of (ai) of any bona fide unsolicited third party tender or exchange offer for at least 50% [...***...] of the outstanding voting capital stock ACADIA Voting Stock, (ii) it is publicly disclosed that more than [...***...] of the Company, (b) the Company enters into any agreement for an Acquisition Transaction with any entity not affiliated with the Purchaser, (c) the Company, upon the decision of the Board, initiates a structured auction process with regard ACADIA Voting Stock then outstanding has been acquired or is proposed to an Acquisition Transaction, but excluding any market check in response to an unsolicited proposal made be acquired by any entity not affiliated with the Purchaser, (d) any Person or group unaffiliated with the Purchaser acquires beneficial ownership Sepracor, (iii) ACADIA enters into any agreement to merge with any Person not affiliated with Sepracor (other than a merger with a Subsidiary of more than 35% of the Common StockACADIA), or (eiv) the occurrence ACADIA enters into any agreement to sell all or substantially all of a Bankruptcy Event. its assets to any Person not affiliated with Sepracor All of the provisions of Section 10.1 4 shall be reinstated and shall apply in full force according to their terms in the event that: (ix) if the provisions of Section 10.1 4 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 Purchaser Sepracor that would have been permitted to be made pursuant to the first sentence of this Section 10.2 4.2 as a result of such third-party tender or exchange offer; (iiy) any tender or exchange offer by the Purchaser Sepracor (as originally made or as extended or modified) that was permitted to be made pursuant to this Section 10.2 4.2 shall have terminated (without closing); or (iiiz) if the provisions of Section 10.1 4 shall have terminated as a result of any action by the Company ACADIA referred to in this Section 10.24.2, the Company ACADIA shall have determined not to take any of such actions (and no such transaction shall have closed) prior to the commencement of any action a tender or exchange offer by the Purchaser that would have been permitted to be made pursuant to this Section 10.2 as a result of the initial determination of the Company referred to in this Section 10.2. Upon reinstatement of the provisions of Section 10.2, the provisions of this Section 10.2 shall continue to govern in the event that any of the events described in this Section 10.2 shall occur.*** Confidential Treatment Requested

Termination of Standstill. The Notwithstanding the foregoing, the obligations of the Purchaser DaVita under this Section 10.1 7 shall terminate in the event (ai) of any bona fide unsolicited third party tender or exchange offer for at least 50% of the outstanding voting capital stock shares of Common Stock, (ii) it is publicly disclosed that more than 30% of the Companyshares of Common Stock then outstanding have been acquired or are proposed to be acquired by any person or corporate or governmental entity (a “Person”) or group unaffiliated with DaVita, (biii) the Company enters into any agreement for an Acquisition Transaction to merge with any entity Person not affiliated with the PurchaserDaVita, or (civ) the Company, upon the decision DaVita enters into any agreement to sell all or substantially all of the Board, initiates a structured auction process with regard its assets to an Acquisition Transaction, but excluding any market check in response to an unsolicited proposal made by any entity Person not affiliated with the Purchaser, (d) any Person or group unaffiliated with the Purchaser acquires beneficial ownership of more than 35% of the Common Stock, or (e) the occurrence of a Bankruptcy EventDaVita. All of the provisions of Section 10.1 7 shall be reinstated and shall apply in full force according to their terms in the event that: (ix) if the provisions of Section 10.1 7 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 Purchaser DaVita that would have been permitted to be made pursuant to the first sentence of this Section 10.2 7(b) as a result of such third-party tender or exchange offer; (iiy) any tender or exchange offer by the Purchaser DaVita (as originally made or as extended or modified) that was permitted to be made pursuant to this Section 10.2 7(b) shall have terminated (without closing); or (iiiz) if the provisions of this Section 10.1 7 shall have terminated as a result of any action by the Company referred to in this Section 10.27(b), the Company shall have determined not to take any of such actions (and no such transaction shall have closed) prior to the commencement of any action a tender or exchange offer by the Purchaser DaVita that would have been permitted to be made pursuant to this Section 10.2 7(b) as a result of the initial determination of the Company referred to in this Section 10.27(b). Upon reinstatement of the provisions of Section 10.27, the provisions of this Section 10.2 7(b) shall continue to govern in the event that any of the events described in this Section 10.2 7(b) shall occur.