Common use of Termination of Standstill Clause in Contracts

Termination of Standstill. Notwithstanding the foregoing, the obligations of the Purchaser under this Section 9 shall terminate in the event of (i) any bona fide third party tender or exchange offer for at least 50% of the outstanding Common Stock, (ii) it is publicly disclosed that more than 30% of the Common 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, (iii) the Company enters into any agreement to merge with any Person not affiliated with the Purchaser, or (iv) the Purchaser enters into any agreement to sell all or substantially all of its assets to any Person not affiliated with the Purchaser. All of the provisions of Section 9 shall be reinstated and shall apply in full force according to their terms in the event that: (x) if the provisions of Section 9 shall have terminated as the result of a tender or exchange offer, such tender or exchange offer (as originally made or as amended or modified) shall have terminated (without closing) prior to the commencement of a tender or exchange offer by the Purchaser that would have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 9.2 as a result of such third-party tender or exchange offer; (y) any tender or exchange offer by the Purchaser (as originally made or as extended or modified) that was permitted to be made pursuant to this Section 9.2 shall have terminated (without closing); or (z) if the provisions of Section 9 shall have terminated as a result of any action by the Company referred to in this Section 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 the Purchaser that would have been permitted to be made pursuant to this Section 9.2 as a result of the initial determination of the Company referred to in this Section 9.2. Upon reinstatement of the provisions of Section 9, the provisions of this Section 9.2 shall continue to govern in the event that any of the events described in this Section 9.2 shall occur.

Termination of Standstill. Notwithstanding the foregoing, the The obligations of the Purchaser under this Section 9 10.1 shall terminate in the event (a) of (i) any bona fide unsolicited third party tender or exchange offer for at least 50% of the outstanding Common Stockvoting capital stock of the Company, (ii) it is publicly disclosed that more than 30% of the Common 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, (iiib) the Company enters into any agreement to merge for an Acquisition Transaction with any Person entity not affiliated with the Purchaser, or (ivc) the Purchaser enters into Company, upon the decision of the Board, initiates a structured auction process with regard to an Acquisition Transaction, but excluding any agreement market check in response to sell all or substantially all of its assets to an unsolicited proposal made by any Person 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 9 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 9 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 the first sentence of this Section 9.2 10.2 as a result of such third-party tender or exchange offer; (yii) 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 9.2 10.2 shall have terminated (without closing); or (ziii) if the provisions of Section 9 10.1 shall have terminated as a result of any action by the Company referred to in this Section 9.210.2, 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 the Purchaser that would have been permitted to be made pursuant to this Section 9.2 10.2 as a result of the initial determination of the Company referred to in this Section 9.210.2. Upon reinstatement of the provisions of Section 910.2, the provisions of this Section 9.2 10.2 shall continue to govern in the event that any of the events described in this Section 9.2 10.2 shall occur.

Termination of Standstill. Notwithstanding the foregoing, the obligations of the Purchaser DaVita under this Section 9 7 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 has have been acquired or is are proposed to be acquired by any person or corporate or governmental entity (a "“Person"”) or group unaffiliated with the PurchaserDaVita, (iii) the Company enters into any agreement to merge with any Person not affiliated with the PurchaserDaVita, or (iv) the Purchaser DaVita enters into any agreement to sell all or substantially all of its assets to any Person not affiliated with the PurchaserDaVita. All of the provisions of Section 9 7 shall be reinstated and shall apply in full force according to their terms in the event that: (x) if the provisions of Section 9 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 9.2 7(b) as a result of such third-party tender or exchange offer; (y) 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 9.2 7(b) shall have terminated (without closing); or (z) if the provisions of this Section 9 7 shall have terminated as a result of any action by the Company referred to in this Section 9.27(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 a tender or exchange offer by the Purchaser DaVita that would have been permitted to be made pursuant to this Section 9.2 7(b) as a result of the initial determination of the Company referred to in this Section 9.27(b). Upon reinstatement of the provisions of Section 97, the provisions of this Section 9.2 7(b) shall continue to govern in the event that any of the events described in this Section 9.2 7(b) shall occur.

Termination of Standstill. Notwithstanding the foregoing, the obligations of the Purchaser Sepracor under this Section 9 4 shall terminate in the event of (i) any bona fide third party tender or exchange offer for at least 50% [...***...] of the outstanding Common ACADIA Voting Stock, (ii) it is publicly disclosed that more than 30% [...***...] of the Common ACADIA Voting Stock then outstanding has been acquired or is proposed to be acquired by any person or corporate or governmental entity (a "Person") Person or group unaffiliated with the PurchaserSepracor, (iii) the Company ACADIA enters into any agreement to merge with any Person not affiliated with the PurchaserSepracor (other than a merger with a Subsidiary of ACADIA), or (iv) the Purchaser ACADIA enters into any agreement to sell all or substantially all of its assets to any Person not affiliated with the Purchaser. Sepracor All of the provisions of Section 9 4 shall be reinstated and shall apply in full force according to their terms in the event that: (x) if the provisions of Section 9 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 9.2 4.2 as a result of such third-party tender or exchange offer; (y) 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 9.2 4.2 shall have terminated (without closing); or (z) if the provisions of Section 9 4 shall have terminated as a result of any action by the Company ACADIA referred to in this Section 9.24.2, 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 a tender or exchange offer by the Purchaser that would have been permitted to be made pursuant to this Section 9.2 as a result of the initial determination of the Company referred to in this Section 9.2. Upon reinstatement of the provisions of Section 9, the provisions of this Section 9.2 shall continue to govern in the event that any of the events described in this Section 9.2 shall occur.*** Confidential Treatment Requested