Common use of Termination of Certain Restrictions Clause in Contracts

Termination of Certain Restrictions. (a) The restrictions in Section 5.1(a) shall terminate upon the occurrence of any of the events specified in Sections 5.2(b)(ii), (iii), (iv) or (v). (b) The restrictions in Section 5.1(b) shall terminate upon any of the following (each a "Standstill Termination Event"): (i) a quarterly distribution on the Preferred Shares is in arrears for any quarter for a period exceeding five days, (ii) the occurrence of a Change of Control, (iii) the authorization by the Board (with the director or directors nominated and serving pursuant to Section 5.9 of the Merger Agreement, if any, voting against) of the direct or indirect solicitation of offers with respect to any merger, consolidation, other business combination, liquidation or sale of the Company or all or substantially all of its assets or any other similar extraordinary transaction (any of the foregoing, other than any transaction in which the Company is the surviving and acquiring entity and in which (A) the only other parties to the transaction are subsidiaries or Controlled Affiliates of the Company or (B) the business or assets acquired do not, or would not reasonably be expected to, have a value greater than 50% of the assets of the Company and its subsidiaries, consolidated, prior to such transaction, a "Covered Transaction"), it being understood that mere direction by the Board that the officers of the Company or a committee of the Board review and report on a proposal originated by any officer or director of the Company or by a third party that might result in a solicitation of offers shall not, without more, be deemed a "solicitation of offers," provided the director or directors nominated and serving pursuant to Section 5.9 of the Merger Agreement, if any, receive notice of and have the opportunity to participate in any meeting of the Board at which such a direction is made or the report of the officers of the Company or such committee of the Board is presented, (iv) the written submission by any person or Group other than the Preferred Holder of a proposal to the Company (including the Board and any agent, representative or Affiliate of the Company) with respect to, or otherwise expressing interest in pursuing, a Covered Transaction, unless, as soon as practicable after receipt of any such proposal, the Board determines that such proposal is not in the best interests of the Company and its shareholders and continues to reject such proposal as a result of such determination, (v) in connection with any actual or proposed Covered Transaction, the termination of any shareholder rights plan or amendment of the articles of incorporation or bylaws of the Company to delete staggered terms of directors, supermajority voting of the Company's shareholders, "excess share" provisions, or other similar provisions which would reasonably be expected to impede the consummation of such Covered Transaction, (vi) any breach of Section 5.9 of the Merger Agreement, (vii) the initiation by the Company or any of its Affiliates of any action, suit or other legal proceeding against the Preferred Holder, any of its Affiliates or any of their respective officers or directors with respect to any matter unrelated to the express terms of this Agreement and the related documents and the transactions contemplated thereby, unless such action, suit or legal proceeding is authorized by the Board at a meeting of which the director or directors nominated and serving pursuant to Section 5.9 of the Merger Agreement, if any, receive notice and in which they have the opportunity to participate, provided that if there shall be a final judgment on the merits in favor of the Preferred Holder or such Affiliate in any such action, suit or legal proceeding that is so authorized by the Board, a Standstill Termination Event shall exist even though such judgment may be subject to further appeal, (viii) the distribution by the Preferred Holder of all of its Preferred Shares and Conversion Shares pursuant to Section 3.1(c), provided that such Standstill Termination Event shall not affect any agreement entered into by a Permitted Preferred Share Transferee pursuant to Section 3.1(c)(ii), and (ix) the date on which the Preferred Holder ceases (otherwise than as a result of a distribution of Preferred Shares and Conversion Shares pursuant to Section 3.1(c)) to be the Beneficial Owner of Securities having an aggregate market value of more than 5% of Average Market Capitalization. For purposes of this Section 5.2(b) (ix), the "market value" of Conversion Shares shall be determined by reference to the closing sale price of the Common Stock on the day preceding the determination date, and the "market value" of Preferred Shares shall be the Series D Redemption Price of the Preferred Shares provided in the Company's Articles of Incorporation on the determination date.