Common use of Effectiveness; Termination; Survival Clause in Contracts

Effectiveness; Termination; Survival. (a) This ------------------------------------ Agreement shall become effective at the Closing. This Agreement shall terminate at the earliest of the following to occur: (i) the termination of the Investment Agreement in accordance with its terms; (ii) such time as Sprint's Percentage Interest is greater than 90% or less than the Lower Threshold; (iii) the expiration of the Sprint Right to Offer Period; (iv) the first date on which any Person or 13D Group (other than Affiliated Equity Holders) is determined (A) to beneficially own or control more than 35% of the Equity Securities outstanding by virtue of the acquisition of such securities pursuant to a Third- Party Offer if the rights granted and process contemplated by Article IV hereof have been effected in accordance with the terms thereof or (B) to beneficially own or control 50% or more of the Voting Equity Securities outstanding; (v) upon the termination of the Marketing Agreement in accordance with Sections 24(b)(ii), 24(c), 24(d)(i), or 24(d)(ii) thereof; or (vi) upon the exercise by any "Holder" of "Registrable Securities" under the Registration Rights Agreement of registration rights (demand or incidental) held by Person thereunder. (b) Notwithstanding the termination of this Agreement as set forth in Section 7.01(a) above, until the sixth anniversary of the Closing Date and thereafter for so long as Sprint's Percentage Interest is greater than the Lower Threshold, then Sprint shall still be subject to the restrictions set forth in Sections 4.01 and 5.01 hereof (the "Standstill Provisions") and, for so long as Sprint's Percentage Interest remains greater than the Lower Threshold, Sprint shall still have rights pursuant to this Agreement under Section 2.01 (subject to termination of such rights by virtue of Section 2.01(d)) and Section 3.01(b). In such event, the Standstill Provisions, Section 2.01, Section 3.01(b), Article VII and any definition or definitional provision of any of the foregoing provisions of this Agreement shall remain in full force and effect until such time as Sprint's Percentage Interest is less than the Lower Threshold (provided, -------- that, the use of any such definitions for such limited purpose shall not give ---- rise to any of the substantive rights or obligations that relate to such definitions); provided, however, that during any period in which the Standstill -------- ------- Provisions survive, Sprint and its Affiliates may directly approach the Board of Directors of Newco in order to make an offer to effect a Business Combination.