Standstill Termination. As used in this Agreement, “Standstill Termination” shall mean the earlier of December 31, 2019 or the occurrence of any one or more of the following events: (a) any Default or Event of Default under the Credit Agreement, in each case other than the Existing Defaults; (b) any failure by any Loan Party for any reason to comply with any term, condition, or provision contained in this Agreement; (c) any representation made by any Loan Party in this Agreement or pursuant to it proves to be incorrect or misleading in any material respect when made (other than to the extent such representation is incorrect as a result of the Existing Defaults); or (d) any Material Adverse Effect shall occur as determined in good faith by the Agent. The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period shall automatically terminate and the Agent and the Lenders shall then be permitted and entitled under Section 11.02 of the Credit Agreement and the other Loan Documents, among other things, to accelerate the Obligations and to exercise any other rights and remedies that may be available under the Loan Documents or applicable law.
Standstill Termination. Section 3.05 shall be null and void and of no force or effect upon the earliest to occur of any of the following (each, a “Termination Event”), provided that (i) a Termination Event shall not relieve any Shareholder of any liability for breaches of the preceding paragraph occurring prior to such Termination Event and (ii) no Termination Event shall occur as a result of an event described in paragraphs (a) through (e) below resulting from a breach of this Agreement:
Standstill Termination. Notwithstanding the foregoing, the restrictions set forth in Section 5.1 shall terminate automatically upon (a) any Third Party (i) becoming the beneficial owner (within the meaning of Section 13(d)(1) of the Exchange Act) of 35% or more of the issued and outstanding shares of Common Stock or (ii) commencing a tender or exchange offer that, if consummated, would make such person (or any of its affiliates) the beneficial owner (within the meaning of Section 13(d)(1) of the Exchange Act) of 35% or more of the issued and outstanding shares of Common Stock; (b) the Company entering into a definitive agreement with a Third Party to effectuate (i) a sale of 35% or more of the consolidated assets of the Company and its wholly owned subsidiaries or (ii) a transaction (1) that, in whole or in part, requires the approval of the Company’s stockholders and, (2) in which, based on information publicly available at the time of announcement of the entering into of such agreement, the holders of the Common Stock prior to such transaction will not own, immediately following such transaction, at least 80% of the Common Stock of either (A) the corporation resulting from such transaction, or (B), if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of all of the outstanding equity securities of such surviving corporation; or (c) the Company filing for bankruptcy.
Standstill Termination. As used in this letter, "Standstill Termination" shall mean the occurrence of the Scheduled Standstill Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Default or Events of Default under the Credit Agreement, in each case other than the Existing Defaults; (b) any failure by the Borrower for any reason to comply with any term, condition or provision contained in this letter; (c) any representation made in this letter or pursuant to it proves to be incorrect or misleading in any material respect when made; or (d) the occurrence of any event or the existence of any condition in each case which is specified herein as a "Standstill Termination". The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period is automatically terminated and the Banks are then permitted and entitled under Sections 7.2, 9.2, 9.3 and 9.4 of the Credit Agreement, among other things, to permanently terminate the Commitments, to decline to provide further funding, to require payments on the L/C Obligations, to accelerate the Obligations and to exercise any other rights and remedies that may be available under the Loan Documents or applicable law.
Standstill Termination. The agreements of the Purchaser set forth in Sections 1 and 2 of this Amendment shall terminate and have no further force or effect, and the Initial Standstill Period or the Extended Standstill Period, as the case may be, shall terminate, upon the occurrence of any of the following: (i) the Daily Average Price on the Relevant Exchange of the Paired Shares for any Exchange Trading Day during the Initial Standstill Period or the Extended Standstill Period, as the case may be, other than a day on which a Market Disruption Event has occurred, is equal to or less than $5.00, (ii) the counterparty to any other "forward equity" transaction similar to the Transaction to which the Companies are party (any such counterparty, a "FET COUNTERPARTY") shall sell any Paired Shares held by such FET Counterparty in connection with such transaction, (iii) an Acceptable Transaction Agreement entered into by the Companies shall be terminated or the Companies or any Other Parties shall have publicly announced an intention not to proceed with the transaction contemplated by such an Acceptable Transaction Agreement, unless at the time of such termination or announcement the Companies shall have entered into another Acceptable Transaction Agreement, (iv) any Default (as defined in the Agreements), (v) the Maturity Date or (vi) if on January 31, 1999 a Waived Default existed, the related waiver of the lenders under the Credit Agreement terminates, is rescinded or otherwise ceases to be effective and such Waived Default is continuing at the time such waiver terminates, is rescinded or otherwise ceases to be effective.
Standstill Termination. As used in this Agreement, "STANDSTILL TERMINATION" means the occurrence of the Standstill Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Event of Default occurs other than the Existing Defaults; (b) any failure (other than any failure constituting an Existing Default) by the Borrower or any Subsidiary for any reason to comply with any term, condition, or provision contained in this Agreement or any other Credit Document executed by it; (c) any holder of the Teachers' Notes or any other holder of Debt of the Borrower or any Subsidiary shall commence any action to accelerate such Debt or begin any enforcement action for the collection of such Debt; (d) any forbearance or similar arrangements TIAA enters into with the Borrower shall terminate; (e) any representation made by or on behalf of the Borrower or any Subsidiary in this Agreement or any other Credit Document executed by it or in any other document delivered by it pursuant thereto proves to be incorrect or misleading in any material respect when made (other than any such misrepresentation constituting an Existing Default); (f) the refinancing and payment or other satisfaction of the Teachers' Notes without a corresponding refinancing or satisfaction of the Obligations; (g) Xxxxxxxx Casting UK Limited shall fail to repay no later than the second Business Day after the effectiveness of this Agreement at least $5,000,000 to the Borrower as a repayment on the intercompany note that is pledged to the Collateral Agent; or (h) Xxxxxxxx Casting UK Limited shall fail to provide by October 12, 2001 all necessary letters of credit or other indemnity arrangements (estimated to be about $4,000,000) in support of the workers' compensation liabilities of the Borrower and its Subsidiaries. The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period is automatically terminated and the Bank Group is then permitted and entitled, among other things, to enforce collection of the Obligations, to enforce its liens on the Collateral, and to exercise any and all other rights and remedies that may be available under the Loan Documents or applicable law.
Standstill Termination. As used in this Agreement, “Standstill Termination” shall mean the occurrence of the Scheduled Standstill Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Default or Event of Default under the Credit Agreement, in each case other than the Existing Defaults; (b) any failure by Holdings or the Borrower for any reason to comply with any term, condition, or provision contained in this Agreement; (c) any representation made by Holdings or the Borrower in this Agreement or pursuant to it proves to be incorrect or misleading in any material respect when made; (d) the Facility Termination Date (as such term is defined in the Receivables Purchase Agreement) has been declared or has otherwise occurred; or (e) any Material Adverse Effect (as defined in Section 4 above) shall occur as determined in good faith by the Administrative Agent or the Required Lenders. The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period is automatically terminated and the Lenders are then permitted and entitled under Articles 4 and 7 of the Credit Agreement, among other things, to decline to provide additional credit to the Borrower, to permanently terminate the Commitments, to accelerate the Loans, to require cash collateral for outstanding L/C Exposure, and to exercise any other rights and remedies that may be available under the Loan Documents or applicable law.
Standstill Termination. As used in this Agreement, "Standstill Termination" shall mean the occurrence of the Scheduled Standstill Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Default or Event of Default other than (i) the Existing Defaults, (ii) any noncompliance with Section 8.1(J), 9.1(J), 9.1(O) or any of the financial covenants set forth in Sections 9.3 of the Credit Agreement or (iii) any failure of the Company prior to the Standstill Period to pay taxes; (b) any failure by the Company or any Guarantor for any reason to comply with any term, condition or provision contained in this Agreement; (c) any representation made, or information submitted, by or on the behalf of the Company or any Guarantor in this Agreement or pursuant to it (including without limitation, any report as to the value of the Company's receivables and inventory) proves to be incorrect or misleading in any material respect when made (whether or not intentional); (d) any repossession, levy or similar process succeeds as against any assets of the Company aggregating in excess of $10,000 in value; (e) the commencement by or against the Company of any bankruptcy, reorganization, arrangement or insolvency proceeding or other proceedings for the relief of debtors; (f) the Company shall overdraft any of its accounts at the Bank (excluding any overdraft to the extent resulting solely from the reversal of funds which the Bank previously had stated to the Company were collected funds in response to a request from the Company for such information); (g) the occurrence of any other event or circumstance which, in the good faith judgment of the Bank, may preclude the Company from winding up its operations in an orderly fashion; or (h) any change shall occur in the condition or prospects, financial or otherwise, of the Company or any Guarantor or in the value or collectibility of any Collateral for the Obligations which the Bank in good faixx xxxxx xxterially adverse to the Company winding up its operations in an orderly fashion or to the Bank's application in reduction of the Obligations of proceeds of its Collateral. The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period will terminate effective upon the Bank's sending the Company written notice of such termination (it being understood and agreed that notice by facsimile transmission shall b...
Standstill Termination. Notwithstanding anything herein to the contrary, the prohibitions in Section 4(a) shall immediately terminate, and the Investor Stockholders (to the extent prohibited by Section 4(a)) and the Standstill Parties may engage in any of the activities specified in Section 4(a), in the event that:
Standstill Termination. As used in this Agreement, "Standstill Termination" shall mean the occurrence of the Scheduled Standstill Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Default or Event of Default under the Credit Agreement, in each case other than the Existing Payment Defaults; (b) any failure by any Loan Party for any reason to comply with any term, condition or provision contained in this Agreement; (c) any representation made by any Loan Party in this Agreement or pursuant to it proves to be incorrect or misleading in any material respect when made; (d) any change shall occur after March 31, 2002, in the condition or prospects, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole, which the Agent or Required Lenders in good xxxxx xxxx materially adverse. The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period is automatically terminated and the Lenders are then permitted and entitled under Sections 7.2, 9.2, 9.3, and 9.4 of the Credit Agreement, among other things, to permanently terminate the Revolving Credit Commitments, to decline to provide further funding, to require payments on the Letters of Credit, to accelerate the Obligations, and to exercise any other rights and remedies that may be available under the Loan Documents or applicable law.
