Standstill Period

Standstill Period. The period from the date of this Agreement until the earlier of: (i) the date, if any, that the Biglari Group's beneficial ownership of Common Stock has remained below 5.0% of the then outstanding shares of Common Stock (determined in accordance with Rule 13d-3 promulgated under the Exchange Act, or any successor rule) for 90 consecutive calendar days; (ii) the date, if any, that the Company no longer qualifies for the use of a registration statement on Form S-3 or any successor form thereto... for secondary offerings; (iii) such date, if any, as the Company has materially breached any of its commitments or obligations set forth in Sections 4, 5 or 8 of this Agreement; and (iv) the third anniversary of the date of this Agreement provided, that the Standstill Period will be suspended, solely with respect to Subsections 7(a), 7(c), 7(d) and 7(f) of this Agreement, during such period, if any, between the date that any shareholder of the Company provides written notice to the Company of its intention to bring any business before any meeting of shareholders of the Company or to nominate one or more persons for election as a director of the Company and the earlier of (1) the date such proposal or nominations are withdrawn and (2) the conclusion of such meeting of shareholders. The Company will promptly notify the Biglari Group of the Company's receipt of any such notice View More

Standstill Period. The period beginning on the Berger Retirement Date and ending on the earliest of (a) the date when the Sarissa Designee resigns from the Board, (b) the date, if any, within the 2016 Notice Window on which the Sarissa Group gives notice in accordance with Section 2.6.1 of the Company's bylaws of the nomination of one or more directors to stand for election at the 2016 Annual Meeting and (c) the date of the 2016 Annual Meeting

Standstill Period. Shall mean the period beginning at the Effective Time and ending on the date when the Stockholders party to this Agreement no longer Beneficially Own an aggregate of at least 0.5% of the Voting Stock of Parent.

Standstill Period. As to each member of the Shareholder Group, the period from the date of this Agreement until the earlier of: (i) the date on which Swenson ceases to be a member of the Board, provided that the Standstill Period shall not end pursuant to this clause (i) prior to 2 the earliest to occur of (A) October 1, 2015, (B) that date that is sixty days prior to the date by which Air T or the Groveland Fund, or their respective Affiliates, are required to file a notice of an intent to nominate an individual... to the Board for the Company's 2016 Annual Meeting of Shareholders or (C) the date on which the Board determines that it will not approve the Additional Director proposed by Air T, a determination about which shall be made by no later than December 1, 2014 or, if later, the tenth (10th) business day following the date on which Air T proposes its candidate to be the Additional Director; or (ii) such date, if any, as the Company has materially breached any of its commitments or obligations set forth in Sections 4(a) through 4(d) of this Agreement, provided that, if Swenson is a member of the Board at the time of such material breach and the material breach relates to a failure of the Board to approve the Additional Director, Swenson must resign his position on the Board in order to cause the Standstill Period to terminate. View More

Standstill Period. Means the period from the date hereof until the earlier of: (i) thirty (30) days after the date on which Becker (or, as applicable, any replacement director appointed pursuant to Section 5 hereof) does not continue to serve as a member of the Board; (ii) the ninetieth (90th) day prior to the Advance Notice Deadline for the first Annual Meeting where (A) Becker (or, as applicable, any replacement director appointed pursuant to Section 5 hereof) is eligible for nomination to the Board and (B) the... Company has notified the Shareholder Group pursuant to Section 4(d) hereof that the Nominating & Corporate Governance Committee has resolved to not recommend Becker for election to the Board at such Annual Meeting; and (iii) such date, if any, as the Company has breached in any material respect any of its representations, warranties, commitments or obligations set forth in Section 2, 4, 5, 13, 14, 15 or 17 of this Agreement and such breach has not been cured within thirty (30) days following written notice of such breach, so long as such breach is curable (with the understanding that a breach of Section 4(d) hereof is not curable). View More

Standstill Period. Means the period commencing on the date hereof through and including the earliest to occur of the following: (i) the 10th day next preceding the last date ("2015 Notification Deadline") upon which a notice to the Secretary of the Company of nominations of directors for election to the Board at the Company's 2015 Annual Meeting would be considered timely under the Charter and By-Laws, if a Company Notification Failure shall have occurred; (ii) the 90th day next following the 2015 Annual Meeting;... and (iii) such date, if any, on which the Company has materially breached any of its covenants or obligations under this Agreement, which such breach thereafter remains uncured (if capable of being cured) for a period of twenty (20) days following written notice of such material breach by the Ardsley Group. View More

Standstill Period. The period beginning on the date hereof and ending on the date that is one day after the 2018 Annual Meeting.

Standstill Period. The period beginning on the date of this Agreement and ending on the date that is sixty (60) days prior to the expiration of the applicable notice period specified in the Company's Bylaws related to nominations of directors at the 2020 Annual Meeting of Shareholders of the Company

Standstill Period. Means the period from the date of this Agreement until the earliest to occur of (x) the 2018 Annual Meeting if the Charter Amendment Package is not validly approved by the Company's stockholders at the 2018 Annual Meeting and (y) 30 days prior to the deadline for stockholder nominations and proposals to be voted on at the Company's 2022 Annual Meeting (but in any event no later than February 28, 2022) (the ‘Termination Time"); provided that if (I) an Investor Nominee required to be nominated... for election at any Annual Meeting pursuant to paragraphs 1(b)(i) or 1(b)(v) hereof fails to be elected to the Board at such Annual Meeting and, as a result, is not a director of the Company, and the Investor has complied with paragraph 4(i) hereof, (II) the Investor shall have designated a SG Replacement Designee for such Investor Nominee that satisfies the criteria set forth in the proviso in the first sentence of paragraph 2, and (III) the Board shall have failed to appoint such SG Replacement Designee as a director within five (5) business days after the Investor shall have designated such SG Replacement Designee, the Investor may thereafter elect to terminate the Standstill Period by delivery of a written notice of termination to the Company (it being agreed and understood that such termination right shall be in addition to, and shall not limit the Investor's ability to exercise any other rights or remedies to which the Investors are entitled hereunder as a result of such failure); and provided further that the Standstill Period shall be suspended in the times the Investor's aggregate beneficial ownership of Company Shares decreases to less than the Minimum Ownership Level (and, for the sake of clarity, the Standstill Period (and the obligations of the Company and the Board under paragraphs 1(b)(i), 1(b)(v) and 2) shall automatically resume upon the Investor's aggregate beneficial ownership of Company Shares equaling or exceeding the Minimum Ownership Level, until the Investor's aggregate beneficial ownership of Company Shares once again decreases to less than the Minimum Ownership Level or until the Termination Time); View More

Standstill Period. Means the period of time commencing on the date (if any) that the Independent Director becomes Chair of the Board and continuing until the later of (i) the date the Independent Director ceases to serve as Chair of the Board and (ii) the conclusion of the 2020 annual meeting of stockholders of the Company; provided, that solely with respect to the activity described in the first parenthetical in Section 3(h), the Standstill Period shall commence on the date hereof.