Standstill Termination Event definition

Standstill Termination Event means the earliest to occur of the following: (i) the third anniversary of the Closing, (ii) a Change in Control of the Company, (iii) the commencement or making of a Third Party Proposal, (iv) the commencement or making of a Purchaser Proposal (provided that the making of a Purchaser Proposal shall only relieve the Purchaser making such proposal of its obligations under Section 3.1 hereof with respect to such Purchaser Proposal) or (v) any Person who is not a Purchaser or an Affiliate of a Purchaser or 13D Group in which a Purchaser or an Affiliate of a Purchaser is a member has acquired any Voting Stock which results in such Person or 13D Group owning or having the right to acquire more than 10% of the Total Current Voting Power of the Company unless such acquisition of shares by such Person or 13D Group was approved by the Required Class B Director Approval; provided, however, that upon a Standstill Reinstatement Event, the Standstill Termination Event shall be deemed not to have occurred and the Standstill Period shall be deemed to be reinstated except that, upon the third anniversary of the Closing, the Standstill Period shall be permanently terminated for all purposes hereunder; and provided further that, upon a Standstill Reinstatement Event, if the Standstill Revised Limit is greater than the Standstill Limit, then the Standstill Revised Limit and not the Standstill Limit shall thereafter be deemed the Standstill Limit for all purposes hereunder.

Standstill Termination Event means the earliest to occur of the following: (i) the ten (10) year anniversary of the date of this Agreement, (ii) the date the Company enters into an agreement relating to a transaction that if consummated will result in a Change in Control of the Company, (iii) a Third Party Tender Offer, (iv) any Change in Control of the Company occurs, or (v) the six month anniversary of the date on which the Investor is no longer entitled to designate any nominees to the Board of Directors pursuant to Section 2.01; provided, that the Standstill Period will be immediately reinstated upon the occurrence of a Standstill Reinstatement Event; provided further that, upon a Standstill Reinstatement Event, if the Standstill Revised Limit is greater than the Standstill Limit, then the Standstill Revised Limit and not the Standstill Limit shall thereafter be deemed the Standstill Limit for all purposes hereunder.

Standstill Termination Event means the earliest to occur of (a) the seventh anniversary of the Closing Date, or (b) the date on which the Company includes a balance sheet in a filing with the Commission in which the Adjusted Shareholders’ Equity at the end of such fiscal quarter is less than 85% of the Starting Shareholders’ Equity.

Examples of Standstill Termination Event in a sentence

• Notwithstanding the foregoing, upon a Standstill Termination Event, the restrictions set forth in clauses (i), (ii) and (iii) shall no longer be applicable and the Closing Shares shall automatically be released from the restrictions on the next Trading Day.

• Until the occurrence of a Standstill Termination Event, promptly following any issuance of New Securities that are not the subject of a Company’s Financing Issuance Notice or a Company’s Acquisition Issuance Notice (a “Company Other Issuance”), the Company shall promptly (but shall not be required to do so more frequently than monthly) notify Sumitovant Bio of such issuance.

• Notwithstanding anything to the contrary contained in the IRA, the standstill obligations of the Investors under Section 3 of the IRA shall not terminate until the Effective Date and the Parties agree that a voluntary resignation of Pascal from the Board prior to the Effective Date shall not constitute a Standstill Termination Event under the IRA.

• If the Standstill Period terminates pursuant to clause (iii) of the definition of "Standstill Termination Event" and the subject Third Party Tender Offer is terminated at any time during which an Investor Tender Offer is then pending, unless otherwise agreed by the Company, the Restricted Party that commenced such Investor Tender Offer (the "Tendering Restricted Party") will not complete such Investor Tender Offer until at least the sixth business day after the termination of such Third Party Tender Offer.

• If and for so long as the Clinton-Flood Standby Purchasers together beneficially own two percent (2.0%) of the issued and outstanding shares of the Common Stock and a Standstill Termination Event has not occurred, the Nominating Committee of the Board and the Board will nominate, recommend and support R.

More Definitions of Standstill Termination Event

Standstill Termination Event means such time when the Sumitomo Group collectively holds Beneficial Ownership of (x) at least 90% of the Total Current Voting Power or (y) less than 50% of the Total Current Voting Power.

Standstill Termination Event means the earliest to occur of (a) the fifth (5th) anniversary of the Closing Date, (b) the failure of either Jxxxxx X. Xxxxxx or Wxxxxxx X. Xxxxxx to serve as Chief Executive Officer of the Company unless a new Chief Executive Officer acceptable to the Standby Purchaser is appointed by the Board within a reasonable time thereafter, or (c) the occurrence of an ASE Event.

Standstill Termination Event means a CD&R Standstill Termination Event, in the case of any CD&R Investor and the CD&R Investor Group, and a Golden Gate Standstill Termination Event, in the case of any Golden Gate Investor and the Golden Gate Investor Group.

Standstill Termination Event means the earliest to occur of (i) the third anniversary of the date of this Agreement, (ii) the first anniversary of the date on which the Restricted Parties or any 13D Group of which they are a member no longer Beneficially Own any shares of Class B Common Stock (including as a result of their automatic conversion to Class A Common Stock in accordance with the Company's Certificate of Incorporation), (iii) a Third Party Tender Offer, (iv) the date the Company enters into an agreement relating to a transaction that if consummated will result in a Change in Control of the Company or (v) any Change in Control of the Company occurs; PROVIDED, that the Standstill Period will be immediately reinstated upon the occurrence of a Standstill Reinstatement Event; PROVIDED FURTHER that, upon a Standstill Reinstatement Event, if the Standstill Revised Limit is greater than the Standstill Limit, then the Standstill Revised Limit and not the Standstill Limit shall thereafter be deemed the Standstill Limit for all purposes hereunder.

Standstill Termination Event means the date on which the first of the following occurs: (i) the Investor Group Beneficially Owns, in the aggregate, less than ten percent (10%) of the Voting Power, (ii) the Investor Group Beneficially Owns, in the aggregate, more than 90% of the Voting Power, (iii) a Change of Control or (iv) a Bankruptcy Event.

Standstill Termination Event means the earliest to occur of the following: (i) the termination (prior to the Effective Time) of the Merger Agreement in accordance with its terms, (ii) a Change in Control of the Company (other than the Merger and other than any Change in Control of the Company involving any KPENV Entity or a 13D Group of which any KPENV Entity is a member), (iii) the date on which the KPENV Entities cease to beneficially own at least 7.5% of the Total Current Voting Power, and (iv) the date of the 2005 Stockholders Meeting.

Standstill Termination Event has the meaning set forth in Section 13.6.