Manner of Termination Clause Samples

Manner of Termination. This Agreement and the Mergers may be terminated at any time prior to the Effective Time by written notice delivered by FIC to MBC, or by MBC to FIC as follows: (a) By FIC or MBC, if: (i) the Mergers contemplated by this Agreement have not been consummated by February 28, 2003; provided, however, that a party hereto in willful breach of or willful default hereunder shall have no right to terminate this Agreement pursuant to this Section 9.01(a)(i); or (ii) the respective Boards of Directors of FIC and MBC mutually agree to terminate this Agreement. (b) By FIC, if: (i) at any time prior to the Effective Time, FIC's Board of Directors so determines, in the event of either (A) a breach by MBC of any representation or warranty contained herein, which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to MBC of such breach; or (B) a breach by MBC of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to MBC of such breach; or (ii) it shall reasonably determine that the Mergers contemplated by this Agreement have become impracticable by reason of commencement or threat of any claim, litigation or proceeding against FIC, First Indiana, MBC or the Bank, or any director or officer of any of such entities relating to this Agreement or the Mergers; or (iii) there has been a material adverse change in the business, assets, capitalization, financial condition or results of operations of MBC and the Subsidiaries taken as a whole, as of the Effective Time, as compared to that in existence as of the date of this Agreement, other than any change resulting primarily by reason of changes in banking laws or regulations (or interpretations thereof), changes in banking laws of general applicability or interpretations thereof by courts or governmental authorities, changes in accounting principles generally accepted in the United States or regulatory accounting requirements applicable to banks and their holding companies generally, any modifications or changes to valuation policies and practices in connection with the Mergers or restructuring charges taken in connection with the Mergers, in each case in accordance with accounting principles generally accepted in the United States, effects of any action taken with the prior written consent of FIC and changes in the general level of interest rates or conditions or circumstances that...

Manner of Termination. Any termination of this Agreement (other than an automatic termination) shall be made in accordance with the above listed grounds. Written notice of termination shall be given to the other Party as required in this Agreement as promptly as is practical under the circumstances. Upon a Party's receipt of such termination notice, this Agreement shall terminate and the transactions herein contemplated shall be abandoned without the necessity of any further action by the Parties.

Manner of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time as provided in the Merger Agreement.

Manner of Termination. The Party terminating this Agreement pursuant to Section 8.1 (other than pursuant to Section 8.1(a)) must deliver prompt written notice thereof to the other Parties setting forth in reasonable detail the provision of Section 8.1 pursuant to which this Agreement is being terminated and the facts and circumstances forming the basis for such termination pursuant to such provision.

Manner of Termination. This Agreement and Plan and the transactions contemplated hereby may be terminated at any time prior to the Effective Time: (a) by the mutual consent of FMB and the Bank; or (b) automatically and without further action by either FMB or the Bank if the Merger Agreement is terminated for any reason.

Manner of Termination. The Company and the Executive may terminate this Agreement, with or without cause, only in accordance with the provisions of this Section 7.

Manner of Termination. This Agreement may be terminated prior to the expiration of the Employment Period, as follows:

Manner of Termination. A termination under clause 24.2 will be deemed to be a voluntary termination of the Lease Period in accordance with clauses 2.3 or 2.6 (notwithstanding that the Lessor shall not have received 30 days’ notice) and the provisions of clauses 2.4 to 2.13 shall apply to that termination.

Manner of Termination. Notwithstanding anything to the contrary herein contained, neither party hereto shall have the right to terminate this Agreement on account of its own breach or any immaterial breach by the other party hereto. If a party hereto desires to terminate this Agreement pursuant to any right under this Article, such termination shall be ineffective unless notice is given in writing to the other party five (5) Business Days prior to the date of termination.