Common use of Termination of Standstill Clause in Contracts

Termination of Standstill. Notwithstanding the foregoing, the obligations of DaVita under this Section 7 shall terminate in the event (i) of any bona fide third party tender or exchange offer for at least 50% of the outstanding shares of Common Stock, (ii) it is publicly disclosed that more than 30% of the shares 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, (iii) the Company enters into any agreement to merge with any Person not affiliated with DaVita, or (iv) DaVita enters into any agreement to sell all or substantially all of its assets to any Person not affiliated with DaVita. All of the provisions of Section 7 shall be reinstated and shall apply in full force according to their terms in the event that: (x) if the provisions of Section 7 shall have terminated as the result of a tender or exchange offer, such tender or exchange offer (as originally made or as amended or modified) shall have terminated (without closing) prior to the commencement of a tender or exchange offer by DaVita that would have been permitted to be made pursuant to the first sentence of this Section 7(b) as a result of such third-party tender or exchange offer; (y) any tender or exchange offer by DaVita (as originally made or as extended or modified) that was permitted to be made pursuant to this Section 7(b) shall have terminated (without closing); or (z) if the provisions of this Section 7 shall have terminated as a result of any action by the Company referred to in this Section 7(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 a tender or exchange offer by DaVita that would have been permitted to be made pursuant to this Section 7(b) as a result of the initial determination of the Company referred to in this Section 7(b). Upon reinstatement of the provisions of Section 7, the provisions of this Section 7(b) shall continue to govern in the event that any of the events described in this Section 7(b) shall occur.

Termination of Standstill. Notwithstanding the foregoing, the The obligations of DaVita the Purchaser under this Section 7 10.1 shall terminate in the event (ia) of any bona fide unsolicited third party tender or exchange offer for at least 50% of the outstanding shares voting capital stock of Common Stockthe Company, (ii) it is publicly disclosed that more than 30% of the shares 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, (iiib) the Company enters into any agreement to merge for an Acquisition Transaction with any Person entity not affiliated with DaVitathe 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 (ive) DaVita enters into any agreement to sell all or substantially all the occurrence of its assets to any Person not affiliated with DaVitaa Bankruptcy Event. All of the provisions of Section 7 10.1 shall be reinstated and shall apply in full force according to their terms in the event that: (xi) if the provisions of Section 7 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 DaVita the Purchaser that would have been permitted to be made pursuant to the first sentence of this Section 7(b) 10.2 as a result of such third-party tender or exchange offer; (yii) any tender or exchange offer by DaVita the Purchaser (as originally made or as extended or modified) that was permitted to be made pursuant to this Section 7(b) 10.2 shall have terminated (without closing); or (ziii) if the provisions of this Section 7 10.1 shall have terminated as a result of any action by the Company referred to in this Section 7(b)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 a tender or exchange offer any action by DaVita the Purchaser that would have been permitted to be made pursuant to this Section 7(b) 10.2 as a result of the initial determination of the Company referred to in this Section 7(b)10.2. Upon reinstatement of the provisions of Section 710.2, the provisions of this Section 7(b) 10.2 shall continue to govern in the event that any of the events described in this Section 7(b) 10.2 shall occur.

Termination of Standstill. Notwithstanding the foregoing, the obligations of DaVita the Purchaser under this Section 7 9 shall terminate in the event of (i) of any bona fide third party tender or exchange offer for at least 50% of the outstanding shares of Common Stock, (ii) it is publicly disclosed that more than 30% of the shares of Common Stock then outstanding have has been acquired or are is proposed to be acquired by any person or corporate or governmental entity (a “"Person”") or group unaffiliated with DaVitathe Purchaser, (iii) the Company enters into any agreement to merge with any Person not affiliated with DaVitathe Purchaser, or (iv) DaVita the Purchaser enters into any agreement to sell all or substantially all of its assets to any Person not affiliated with DaVitathe Purchaser. All of the provisions of Section 7 9 shall be reinstated and shall apply in full force according to their terms in the event that: (x) if the provisions of Section 7 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 DaVita the Purchaser that would have been permitted to be made pursuant to the first sentence of this Section 7(b) 9.2 as a result of such third-party tender or exchange offer; (y) any tender or exchange offer by DaVita the Purchaser (as originally made or as extended or modified) that was permitted to be made pursuant to this Section 7(b) 9.2 shall have terminated (without closing); or (z) if the provisions of this Section 7 9 shall have terminated as a result of any action by the Company referred to in this Section 7(b)9.2, the Company shall have determined not to take any of such actions (and no such transaction shall have closed) prior to the commencement of a tender or exchange offer by DaVita the Purchaser that would have been permitted to be made pursuant to this Section 7(b) 9.2 as a result of the initial determination of the Company referred to in this Section 7(b)9.2. Upon reinstatement of the provisions of Section 79, the provisions of this Section 7(b) 9.2 shall continue to govern in the event that any of the events described in this Section 7(b) 9.2 shall occur.

Termination of Standstill. Notwithstanding the foregoing, the obligations of DaVita Sepracor under this Section 7 4 shall terminate in the event of (i) of any bona fide third party tender or exchange offer for at least 50% [...***...] of the outstanding shares of Common ACADIA Voting Stock, (ii) it is publicly disclosed that more than 30% [...***...] of the shares of Common ACADIA Voting Stock then outstanding have has been acquired or are is proposed to be acquired by any person or corporate or governmental entity (a “Person”) Person or group unaffiliated with DaVitaSepracor, (iii) the Company ACADIA enters into any agreement to merge with any Person not affiliated with DaVitaSepracor (other than a merger with a Subsidiary of ACADIA), or (iv) DaVita ACADIA enters into any agreement to sell all or substantially all of its assets to any Person not affiliated with DaVita. Sepracor All of the provisions of Section 7 4 shall be reinstated and shall apply in full force according to their terms in the event that: (x) if the provisions of Section 7 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 DaVita Sepracor that would have been permitted to be made pursuant to the first sentence of this Section 7(b) 4.2 as a result of such third-party tender or exchange offer; (y) any tender or exchange offer by DaVita Sepracor (as originally made or as extended or modified) that was permitted to be made pursuant to this Section 7(b) 4.2 shall have terminated (without closing); or (z) if the provisions of this Section 7 4 shall have terminated as a result of any action by the Company ACADIA referred to in this Section 7(b)4.2, 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 a tender or exchange offer by DaVita that would have been permitted to be made pursuant to this Section 7(b) as a result of the initial determination of the Company referred to in this Section 7(b). Upon reinstatement of the provisions of Section 7, the provisions of this Section 7(b) shall continue to govern in the event that any of the events described in this Section 7(b) shall occur.*** Confidential Treatment Requested

Termination of Standstill. Notwithstanding the foregoing, the obligations of DaVita under this Section 7 The Standstill shall terminate in the event (i) the December Payment, if required, is not made to the Xxxxxxx Xxxxx Parties on or prior to the close of business on December 24, 1998; provided, however, that the foregoing shall not relieve the Companies of their obligation to make such $25 million December Payment or preclude the Xxxxxxx Xxxxx Parties from pursuing any bona fide third party tender or exchange offer for at least 50% of the outstanding shares of Common Stock, and all legal remedies to collect such payment; (ii) it the lender's title insurance policy required by Section 6.2 hereof is publicly disclosed that more than 30% of not delivered within the shares 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, time period set forth therein; (iii) the Company enters into any agreement Companies fail to merge with any Person not affiliated with DaVita, or deliver promptly the Net Sales Proceeds (as defined in Section 6.4 hereof) after payment of the NonRecourse Note and Mortgage as contemplated by Section 6.4; (iv) DaVita enters into any agreement the Companies fail to sell all deliver the xxxxxxx money deposit as contemplated by Section 6.5 hereof; (v) the Companies fail to deliver to MLI the net proceeds of an offering as contemplated by the second sentence of Section 8.1 or substantially all of its assets fail to any Person not affiliated comply with DaVita. All of the provisions of the first and second sentence of Section 7 shall be reinstated 8.2 hereof; (vi) the Companies offer or sell any equity securities or securities convertible into equity securities (except as specifically permitted by Section 9 hereof) while the Reference Amount under either of the Restated Adjustment Agreements exceeds zero (0) dollars and shall apply in full force according the net proceeds from such offering or private placement (or the portion of the net proceeds necessary to their terms reduce the Reference Amount under both of the Restated Adjustment Agreements to zero (0) dollars) are not paid or otherwise delivered to MLI as contemplated by Section 9 hereof, (vii) the Companies fail to deliver to MLI any Interim Settlement Shares, dividends on Interim Settlement Shares or cash required by Section 5 of the Restated Adjustment Agreements within one (1) Business Day of any date on which such delivery is required; (viii) the Companies fail to comply with the obligations set forth in the event that: (x) if second to the provisions last sentence of Section 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 DaVita that would have been permitted to be made pursuant to the first sentence of this Section 7(b) as a result of such third-party tender or exchange offer; (y) any tender or exchange offer by DaVita (as originally made or as extended or modified) that was permitted to be made pursuant to this Section 7(b) shall have terminated (without closing)4.2 hereof; or (zix) if an Event of Default under Section 23(a), (c), (h) or (l) of the provisions Deed of this Section 7 Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing shall have terminated occurred and continues as a result of the date of such Standstill termination. In the event such Standstill is so terminated, then (i) any action restrictions on the ability of the Xxxxxxx Xxxxx Parties contained in this Agreement or any other agreement contemplated hereunder to sell Paired Shares shall immediately cease and (ii) the Companies shall promptly prepare and file any required amendment or supplement to the Registration Statement and Prospectus covering the Paired Shares held by the Company referred Xxxxxxx Xxxxx Parties and use their best efforts to in this Section 7(b), cause the Company shall have determined not to take any of such actions (and no such transaction shall have closed) prior to the commencement of a tender or exchange offer by DaVita that would have been permitted required Resale Closing Documents to be made pursuant to this Section 7(b) as a result of the initial determination of the Company referred to in this Section 7(b). Upon reinstatement of the provisions of Section 7, the provisions of this Section 7(b) shall continue to govern in the event that any of the events described in this Section 7(b) shall occurpromptly delivered.