Termination and Abandonment. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval by the stockholders of the Company: (a) by mutual action of the boards of directors of Parent and the Company; (b) by either the Company or Parent, if (i) the conditions to its obligations under Sections 7.01 and 7.02, as applicable, shall not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party on or before February 28, 2000, or (ii) the Merger shall not have been effected on or prior to the close of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking such termination; (c) by the Company if, prior to stockholder approval of this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than the transactions contemplated by this Agreement; provided, that all amounts payable under Section 6.06 hereof shall have been paid prior to such termination; or (d) by Parent, if the Board of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring to terminate this Agreement pursuant to this Section 8.01 shall give notice to the other party in accordance with Section 9.05.
Appears in 2 contracts
Sources: Merger Agreement (International Telecommunication Data Systems Inc), Merger Agreement (Amdocs LTD)
Termination and Abandonment. This 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval by the stockholders of the CompanyDate:
(a) by By mutual action consent of the boards of directors of Parent PSC, PDHO and the CompanyMerger Sub;
(b) by either the Company or ParentBy PSC, if (i) the conditions any condition set forth in Article VII relating to its obligations under Sections 7.01 and 7.02, as applicable, shall PDHO and/or Merger Sub has not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) met by the other party on Effective Date or before February 28, 2000, or (ii) the Merger shall has not have been effected on or prior to the close of business on February 28, 2000; unless, waived in any case, such event has been caused writing by the breach of this Agreement by the party seeking such terminationPSC;
(c) By PDHO, if any condition set forth in Article VII relating to PSC has not been met by the Company ifEffective Date or has not been waived in writing by PDHO and Merger Sub;
(d) By PSC, prior Merger Sub or PDHO, if any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to stockholder approval restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby;
(e) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party;
(f) By any party if the Effective Date is not within 30 days from the date hereof, or if the Closing Date passes without performance.
8.2 Any of the terms or conditions of this Agreement and may be waived in writing at any time by the Mergerparty which is entitled to the benefit thereof, the Company by action taken by its Board of Directors provided, however, that such action shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer whichbe taken only if, in either case, the judgment of the Board of Directors of taking the Company believes in good faith is more favorable action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the Company's stockholders than the transactions contemplated by this Agreement; provided, that all amounts payable under Section 6.06 hereof shall have been paid prior to party waiving such termination; or
(d) by Parent, if the Board of Directors of the Company shall have withdrawn, modified term or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring to terminate this Agreement pursuant to this Section 8.01 shall give notice to the other party in accordance with Section 9.05condition.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Cheyenne Resources Inc), Agreement and Plan of Reorganization (Cheyenne Resources Inc)
Termination and Abandonment. This Agreement may be terminated and the Merger transactions contemplated hereby may be abandoned at any time prior to the Effective TimeClosing, whether before or after approval by the stockholders of the Company:
(ai) by mutual action written consent of the boards of directors of Parent Rockies Sub and the Company;
(b) by either the Company or Parent, if (i) the conditions to its obligations under Sections 7.01 and 7.02, as applicable, shall not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party on or before February 28, 2000, Silver Co.; or (ii) by either Rockies Sub or Silver Co.: (A) if the Closing shall not have occurred before May 30, 1996 (provided, that if the Merger shall not have been effected consummated as of such date as a result of the failure to have been satisfied of the condition contained in Section 5.2(l) and such condition, in the reasonable opinion of the parties, is likely to have been satisfied on or prior to August 30, 1996, then such date shall be extended to August 30, 1996); provided that the close of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking such termination;
(c) by the Company if, prior to stockholder approval of this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than the transactions contemplated by this Agreement; provided, that all amounts payable under Section 6.06 hereof shall have been paid prior to such termination; or
(d) by Parent, if the Board of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring right to terminate this Agreement pursuant to this Section 8.01 clause (ii)(A) shall give notice not be available to any party whose failure to perform any of its obligations under this Agreement required to be performed by it at or prior to the Closing has resulted in the failure of the Closing to occur before such date, (B) if there has been a material breach by the other party of any of its representations, warranties, covenants or agreements contained in accordance with Section 9.05this Agreement and such breach shall not have been cured within five business days after written notice thereof shall have been received by the party alleged to be in breach or (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable.
Appears in 2 contracts
Sources: Merger Agreement (Tele Communications Inc /Co/), Merger Agreement (Silver King Communications Inc)
Termination and Abandonment. This Agreement may be terminated and the Merger transactions contemplated hereby may be abandoned at any time prior to the Effective TimeClosing, whether before or after approval by the stockholders of the Company:
(ai) by mutual action written consent of the boards of directors of Parent Silver Co. and the Company;
Silver; (bii) by either Silver Co. or Silver: (A) if the Company or Parent, if (i) the conditions to its obligations under Sections 7.01 and 7.02, as applicable, Closing shall not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated occurred before August 30, 1996 (or by its nature cannot be cured or eliminated) by or, if earlier, the other party on or before February 28, 2000, or (ii) termination of the Merger shall not have been effected on or prior Agreement pursuant to the close of business on February 28Section 6.1(ii)(A)), 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking such termination;
(c) by the Company if, prior to stockholder approval of this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than the transactions contemplated by this Agreement; provided, that all amounts payable under Section 6.06 hereof shall have been paid prior to such termination; or
(d) by Parent, if the Board of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring right to terminate this Agreement pursuant to this Section 8.01 clause (ii)(A) shall give notice not be available to any party whose failure to perform any of its obligations under this Agreement required to be performed by it at or prior to the Closing has resulted in the failure of the Closing to occur before such date, (B) if there has been a material breach by the other party of any of its representations, warranties, covenants or agreements contained in accordance with Section 9.05this Agreement and such breach shall not have been cured within five business days after written notice thereof shall have been received by the party alleged to be in breach or (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable or (iii) by Silver or Silver Co., if the required approvals of the stockholders of Silver contemplated by this Agreement shall not have been obtained by reason of the failure to obtain the required vote upon a vote taken at a meeting of stockholders duly convened therefor or at any adjournment thereof.
Appears in 2 contracts
Sources: Exchange Agreement (Tele Communications Inc /Co/), Exchange Agreement (Silver King Communications Inc)
Termination and Abandonment. This Agreement may be terminated at any time and the Merger may be acquisition of the capital stock of Company as herein contemplated abandoned at any time prior to the Effective TimeClosing without liability of any party to any other party, whether before or after approval by except for breaches of warranties, representations, and covenants set forth in this Agreement which are within the stockholders control of the Companydefaulting or non-performing party, under the following circumstances:
(a) by The mutual action written agreement of the boards of directors of Parent IFC and the CompanyShareholders;
(b) by either By IFC if the Company or ParentClosing has not occurred before June 30, if (i) the 1997 because all conditions to its the obligations under Sections 7.01 and 7.02, as applicable, shall of IFC have not been satisfied or waived or because the Shareholders have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party on or before February 28, 2000, or (ii) the Merger shall not have been effected on or prior made all required deliveries pursuant to the close of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking such terminationSection V;
(c) by By the Company ifShareholders if the Closing has not occurred before June 30, prior 1997 because all conditions to stockholder approval of this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board of Directors obligations of the Company believes in good faith is more favorable Shareholders have not been satisfied or waived or because IFC has not made all required deliveries pursuant to Section VI; and
(d) Any party may terminate by written notice to the Company's stockholders than other if any action or proceeding shall have been instituted before any court or other governmental body or, to the knowledge of the party giving such notice, shall have been threatened formally in writing by any public authority with requisite jurisdiction, to restrain or prohibit the transactions contemplated by this Agreement; providedAgreement or to subject one or more of the parties or their directors or their officers to liability on the grounds that it or they have breached any law or regulation or otherwise acted improperly in connection with such proposed transactions ("Governmental Objection"), that all amounts payable under Section 6.06 hereof and such action or proceeding shall not have been paid prior to dismissed or such termination; or
(d) by Parentwritten threat shall not have been withdrawn or rescinded before June 30, if the Board of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring to terminate this Agreement pursuant to this Section 8.01 shall give notice to the other party in accordance with Section 9.051997.
Appears in 1 contract
Sources: Plan of Merger (Infocure Corp)
Termination and Abandonment. This Agreement (a) The transactions contemplated herein may be terminated and the Merger may be and/or abandoned at any time prior to the Effective Time, whether before or after approval thereof by the stockholders of Company or Buyer, but not later than the CompanyClosing Date:
(ai) by mutual action consent of the boards Company and Buyer;
(ii) by Buyer on or before the Closing Date if any of directors the conditions provided for in Section 5 hereof for the benefit of Parent such party shall not have been met and Company is unable to cure the Companyalleged breach within 30 days of written notice thereof, which notice must describe the failed condition(s) in reasonable detail;
(iii) by the Company on or before the Closing Date if any of the conditions provided for in Section 6 hereof for the benefit of such party shall not have been met and Buyer is unable to cure the alleged breach within 30 days of written notice thereof, which notice must describe the failed condition(s) in reasonable detail;
(b) In the event of termination and/or abandonment by either the Company or ParentBuyer, if or all of them, pursuant to subsection (ia) the conditions above, written notice thereof shall forthwith be given to its obligations under Sections 7.01 and 7.02, as applicable, shall not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party on or before February 28, 2000, or (ii) the Merger shall not have been effected on or prior to the close of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking such termination;
(c) by the Company if, prior to stockholder approval of this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than the transactions contemplated by this Agreement shall be terminated and/or abandoned, without further action the Company or Buyer. If the transactions contemplated by this Agreement are terminated and/or abandoned as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement; provided, however, that all amounts payable if Company terminates the transactions contemplated herein as a result of Buyer’s breach, as set forth above in subparagraph 9(a)(iii), the nonrefundable deposit of $50,000.00 shall be retained by Company, as agreed upon by the parties under Section 6.06 hereof shall have been paid prior to such termination; or
(d) by Parent, if the Board Letter of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring to terminate this Agreement pursuant to this Section 8.01 shall give notice to the other party in accordance with Section 9.05Intent.
Appears in 1 contract
Termination and Abandonment. This Agreement may be terminated (i) by the mutual consent of the Buyer and the Merger may be abandoned Company; (ii) by the Buyer or by the Company at any time prior after February 7, 1997 or such later date as shall have been agreed to in writing by them (the Effective Time, whether before or after approval "Optional Termination Date") if for any reason the purchase by the stockholders Buyer of the Company:
(a) by mutual action of the boards of directors of Parent and the Company;
(b) by either the Company or Parent, if (i) the conditions to its obligations under Sections 7.01 and 7.02, as applicable, Buyer Stock shall not by such date have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated consummated; (or by its nature cannot be cured or eliminatediii) by the other party Buyer if there has been a material misrepresentation or material breach on or before February 28the part of the Company in the representations, 2000warranties and covenants of the Company set forth herein, or (ii) the Merger shall not have been effected on or prior to the close of business on February 28, 2000; unless, in any case, such event if there has been caused by any material failure on the breach part of this Agreement by the party seeking such termination;
Company to comply with its obligations hereunder; (civ) by the Company ifif there has been a material misrepresentation or material breach on the part of the Buyer in the representations, prior warranties and covenants of the Buyer set forth herein, or if there has been any material failure on the part of the Buyer to stockholder approval comply with its obligations hereunder; (v) by the Buyer if it should reasonably conclude that the approvals contemplated in Section 7.3 will not be forthcoming or (vi) by the Company if it should reasonably conclude that the approvals contemplated in Section 8.3 will not be forthcoming. The power of termination provided for by this Section 10.1 may be exercised by the Buyer or the Company by written notice thereof, given to the other. If this Agreement and the Mergeris terminated in accordance with this Section 10.1, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than the transactions contemplated by this Agreement; provided, that all amounts payable under Section 6.06 hereof Agreement shall have been paid prior to such termination; or
(d) be abandoned without further action by Parent, if the Board of Directors of Buyer or the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring to terminate this Agreement pursuant to this Section 8.01 shall give notice to the other party in accordance with Section 9.05Company.
Appears in 1 contract
Termination and Abandonment. This Agreement may be terminated and the Merger transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after approval by the stockholders of the Company:
Closing: (ai) by mutual action written consent of the boards of directors of Parent Liberty and the Company;
(b) by either the Company or Parent, if (i) the conditions to its obligations under Sections 7.01 and 7.02, as applicable, shall not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party on or before February 28, 2000, Emmis; or (ii) by either Liberty or Emmis: (A) if the Merger Closing shall not have been effected on or prior to the close of business on occurred before February 2829, 2000; unless, in any case, such event has been caused by provided that the breach of this Agreement by the party seeking such termination;
(c) by the Company if, prior to stockholder approval of this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than the transactions contemplated by this Agreement; provided, that all amounts payable under Section 6.06 hereof shall have been paid prior to such termination; or
(d) by Parent, if the Board of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring right to terminate this Agreement pursuant to this Section 8.01 clause (ii)(A) shall give notice not be available to any party whose failure to perform any of its obligations under this Agreement required to be performed by it at or prior to the Closing has resulted in the failure of the Closing to occur before such date, (B) if there has been a material breach by the other party of any of its representations, warranties, covenants or agreements contained in accordance with Section 9.05this Agreement and such breach shall not have been cured within five business days after written notice thereof shall have been received by the party alleged to be in breach, or (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable.
Appears in 1 contract
Sources: Stock Purchase Agreement (Emmis Communications Corp)
Termination and Abandonment. This (a) Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the Merger may be abandoned at any time prior to after the Effective Time, whether before or after approval by date hereof but not later than the stockholders of the CompanyClosing:
(ai) by the mutual action consent of the boards of directors of Parent Stockholders' Representative and the CompanyPurchaser;
(bii) by either the Company or ParentPurchaser, if (i) without fault on the part of Purchaser, at any time after May 15, 1997, if, by that date, the conditions to its obligations under Sections 7.01 and 7.02set forth in Section 5.1 hereof shall not have been fulfilled or waived;
(iii) by the Stockholders' Representative, if without fault on the part of the Stockholders, at any time after May 15, 1997, if, by that date, the conditions set forth in Section 5.2 hereof shall not have been fulfilled or waived;
(iv) by the Stockholders' Representative or the Purchaser if at any time there has been a material breach of any representation or warranty made by the other party or parties, as applicable, shall not have been complied with herein or performed in any material respect and such noncompliance certificate or nonperformance shall not have other document delivered pursuant hereto or if there has been cured or eliminated (or by its nature cannot be cured or eliminated) any failure by the other party or parties, as applicable, to perform in all material respects all obligations or to comply with all covenants on or before February 28, 2000, or (ii) the Merger shall not have been effected on or prior its part to the close of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking such termination;
(c) by the Company if, prior to stockholder approval of this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than the transactions contemplated by this Agreement; provided, that all amounts payable under Section 6.06 hereof shall have been paid prior to such terminationbe performed hereunder; or
(dv) by Parentthe Stockholders' Representative or the Purchaser, if there shall have been any statute, rule, order or regulation enacted, issued or promulgated or deemed applicable to the Board transactions contemplated hereby by any government or governmental agency in the United States of Directors America that, in the reasonable judgment of Purchaser or of the Company shall have withdrawnStockholders' Representative, modified as the case may be, (x) restrain the consummation of the transactions contemplated hereby; (y) render the parties unable to consummate the transactions contemplated hereby; (z) make such consummation illegal; or amended (xx) otherwise result in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approvedMaterial Adverse Effect; provided, recommended or endorsed any proposal forhowever, or authorized the Company to enter into, an Alternative Transaction. Any no party desiring to may terminate this Agreement pursuant to if such party is then in material breach of any of its obligations under this Section 8.01 shall give notice to the other party in accordance with Section 9.05Agreement.
Appears in 1 contract
Termination and Abandonment. This Agreement may be terminated and the Merger transactions contemplated hereby may be abandoned at any time prior to before the Effective Time, whether before or after approval by the stockholders of the CompanyClosing Date:
(a) by the mutual action written consent of the boards of directors of Parent Seller and the Company;
(b) by either the Seller or the Company or Parent, if (i) the conditions other party fails to its obligations under Sections 7.01 and 7.02, as applicable, shall not have been complied with or performed comply in any material respect with any of its covenants or agreements contained herein, or breaches its representations and warranties in any material way and such noncompliance failure or nonperformance shall breach, if capable of being cured, is not have been cured within 30 days of the receipt of written notice of such failure or eliminated (or by its nature cannot be cured or eliminated) by breach from the other party on or before February 28, 2000, or (ii) the Merger shall not have been effected on or prior to the close of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking such terminationterminating party;
(c) by the Company if, prior to stockholder approval of this Agreement and the Merger, Seller or the Company if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall enter into a definitive written agreement with respect have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their best efforts to an Alternative Transaction with a Third Partylift), that permanently restrains, enjoins or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than otherwise prohibits the transactions contemplated by this Agreement; provided, that all amounts payable under Section 6.06 hereof shall have been paid prior to such termination; or
(d) by Parentthe Seller or the Company at any time after March 31, 2002; provided, however, that if the Board Closing Date has not occurred on or before March 31, 2002 as a result of Directors a material breach of this Agreement, the Company breaching party shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring not be entitled to terminate this Agreement pursuant to this Section 8.01 7(d). In the event of termination and abandonment of this Agreement pursuant to this Section 7, written notice thereof shall give notice forthwith be given to the other party in accordance with Section 9.05and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by the Seller or the Company; provided, that no party shall be relieved of any liability it may have to any other party as a result of any breach of its obligations hereunder.
Appears in 1 contract
Termination and Abandonment. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval by the stockholders of the CompanyClosing:
(a) by mutual action agreement of all of the boards of directors of Parent and the Companyparties hereto;
(b) by either the Company Seller if Closing shall not have occurred on or Parentprior to April 30, 2000, other than due to breach or non-performance by Seller hereunder;
(c) by Purchaser, if (i) the conditions to its obligations under Sections 7.01 and 7.02, as applicable, set forth in Article VI shall not have been complied with or and performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party on or before February 28, 2000, the Closing Date;
(d) by Seller and the Company if the conditions set forth in Article VII have not been complied with and performed in any material respect and such noncompliance or (ii) the Merger nonperformance shall not have been effected cured or eliminated (or by its nature cannot be cured or eliminated) on or prior before the Closing Date; or
(e) by either Purchaser or Seller and the Company, by written notice to the close other, if any action or proceeding shall have been instituted before any court or other governmental body or, to the knowledge of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking giving such termination;
(c) notice, shall have been threatened formally in writing by the Company ifany public authority with requisite jurisdiction, prior to stockholder approval of this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, restrain or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than prohibit the transactions contemplated by this Agreement; providedAgreement or to subject one or more of the parties or their directors or their officers to liability on the grounds that it or they have breached any law or regulation or otherwise acted improperly in connection with such transactions, that all amounts payable under Section 6.06 hereof and such action or proceeding shall not have been paid prior to dismissed or such termination; or
(d) by Parent, if written threat shall not have been withdrawn or rescinded on or before the Board of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring to terminate this Agreement pursuant to this Section 8.01 shall give notice to the other party in accordance with Section 9.05Closing Date.
Appears in 1 contract
Termination and Abandonment. This Agreement may be --------------------------- terminated and the Merger transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after approval by the stockholders of the Company:
Closing: (ai) by mutual action written consent of the boards of directors of Parent LDI and the Company;
(b) by either the Company or Parent, if (i) the conditions to its obligations under Sections 7.01 and 7.02, as applicable, shall not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party on or before February 28, 2000, Alloy; or (ii) by either LDI or Alloy: (A) if the Merger Closing shall not have been effected on or prior to the close of business on February 28occurred before June 2, 2000; unless, in any case, such event has been caused by provided that the breach of this Agreement by the party seeking such termination;
(c) by the Company if, prior to stockholder approval of this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than the transactions contemplated by this Agreement; provided, that all amounts payable under Section 6.06 hereof shall have been paid prior to such termination; or
(d) by Parent, if the Board of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring right to terminate this Agreement pursuant to this Section 8.01 clause (ii)(A) shall give notice not be available to any party whose failure to perform any of its obligations under this Agreement required to be performed by it at or prior to the Closing has resulted in the failure of the Closing to occur before such date, (B) if there has been a material breach by the other party of any of its representations, warranties, covenants or agreements contained in accordance with Section 9.05this Agreement and such breach shall not have been cured within five business days after written notice thereof shall have been received by the party alleged to be in breach, or (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable.
Appears in 1 contract
Termination and Abandonment. This Agreement may be terminated and the Merger transactions contemplated hereby may be abandoned at any time prior to before the Effective Time, whether before or after approval by the stockholders of the CompanyClosing Date:
(a) by the mutual action written consent of the boards of directors of Parent Seller and the CompanyPurchasers;
(b) by either the Company Seller or Parent, the Purchasers if (i) the conditions other party or parties hereto fail to its obligations under Sections 7.01 and 7.02, as applicable, shall not have been complied with or performed comply in any material respect with any of its or their covenants or agreements contained herein, or breaches its or their representations and warranties in any material way and such noncompliance failure or nonperformance shall breach, if capable of being cured, is not have been cured within 30 days of the receipt of written notice of such failure or eliminated (or by its nature cannot be cured or eliminated) by breach from the other party on or before February 28, 2000, or (ii) the Merger shall not have been effected on or prior to the close of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking such terminationterminating party;
(c) by the Company ifSeller or the Purchasers if a court of competent jurisdiction or governmental, prior regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their best efforts to stockholder approval of this Agreement and the Mergerlift), the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Partywhich permanently restrains, enjoins or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than otherwise prohibits the transactions contemplated by this Agreement; provided, that all amounts payable under Section 6.06 hereof shall have been paid prior to such termination; or
(d) by Parentthe Seller or the Purchasers at any time after September 30, 2000; provided however, that if the Board Closing Date has not occurred on or before September 30, 2000 as a result of Directors a material breach of this Agreement, the Company breaching party shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring not be entitled to terminate this Agreement pursuant to this Section 8.01 7(d). In the event of termination and abandonment of this Agreement pursuant to this Section 7, written notice thereof shall give notice forthwith be given to the other party in accordance with Section 9.05or parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by the Seller or the Purchasers; provided, that no party shall be relieved of any liability it may have to any other party as a result of any breach of its obligations hereunder.
Appears in 1 contract
Sources: Purchase Agreement (Warburg Pincus Equity Partners Lp)
Termination and Abandonment. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval by the stockholders of the CompanyClosing:
(a) by mutual action agreement of all of the boards of directors of Parent and the Companyparties hereto;
(b) by either the Company Seller if Closing shall not have occurred on or Parentprior to May 1, 2000, other than due to breach or non-performance by Seller hereunder;
(c) by Purchaser, if (i) the conditions to its obligations under Sections 7.01 and 7.02, as applicable, set forth in Article VI shall not have been complied with or and performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party on or before February 28, 2000, the Closing Date;
(d) by Seller and the Company if the conditions set forth in Article VII have not been complied with and performed in any material respect and such noncompliance or (ii) the Merger nonperformance shall not have been effected cured or eliminated (or by its nature cannot be cured or eliminated) on or prior before the Closing Date; or
(e) by either Purchaser or Seller and the Company, by written notice to the close other, if any action or proceeding shall have been instituted before any court or other governmental body or, to the knowledge of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking giving such termination;
(c) notice, shall have been threatened formally in writing by the Company ifany public authority with requisite jurisdiction, prior to stockholder approval of this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, restrain or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than prohibit the transactions contemplated by this Agreement; providedAgreement or to subject one or more of the parties or their directors or their officers to liability on the grounds that it or they have breached any law or regulation or otherwise acted improperly in connection with such transactions, that all amounts payable under Section 6.06 hereof and such action or proceeding shall not have been paid prior to dismissed or such termination; or
(d) by Parent, if written threat shall not have been withdrawn or rescinded on or before the Board of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring to terminate this Agreement pursuant to this Section 8.01 shall give notice to the other party in accordance with Section 9.05Closing Date.
Appears in 1 contract
Termination and Abandonment. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval by the stockholders of the CompanyClosing Date:
(a) by By mutual action written consent of the boards of directors of Parent Purchaser, the Seller and the CompanyShareholder;
(b) by either By the Company or ParentPurchaser, if (i) the conditions to its obligations under Sections 7.01 and 7.02, as applicable, set forth in Section 5.1 hereof shall not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party Seller and the Shareholder on or before February 28, 2000, or (ii) the Merger shall not have been effected on or prior to the close of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking such terminationClosing Date;
(c) By the Purchaser or the Seller, as applicable, within ten (10) days following receipt of notice of an event described in clause (i) of the second section of Section 7.4 hereof.
(d) By the Seller and the Shareholder, if the conditions set forth in Section 5.2 hereof shall not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the Company if, prior to stockholder approval of this Agreement Purchaser on or before the Closing Date;
(e) By the Seller and the MergerShareholder or the Purchaser, if any court action or proceeding shall have been instituted by any party, or, to the knowledge of the Purchaser, the Company Seller or the Shareholder, shall enter into a definitive written agreement with respect have been threatened by any public or private authority or third party, to an Alternative Transaction with a Third Party, restrain or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than prohibit the transactions contemplated by this Agreement; provided, that all amounts payable under Section 6.06 hereof shall have been paid prior to such termination; or
(df) by ParentBy the Seller and the Shareholder or the Purchaser, if the Board of Directors of the Company Closing shall not have withdrawnoccurred on or prior to August 14, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for1998, or authorized such later date as may be mutually approved in writing by the Company to enter intoSeller, an Alternative Transaction. Any party desiring to terminate this Agreement pursuant to this Section 8.01 shall give notice to the other party in accordance with Section 9.05Shareholder and the Purchaser.
Appears in 1 contract
Termination and Abandonment. This The transactions provided for by this Agreement may be terminated and the Merger may be abandoned at any time prior to on or before the Effective Time, whether before or after approval by the stockholders of the CompanyClosing:
(a) by mutual action written consent of the boards of directors of Parent Buyer and the Company;, without liability on the part of any party to the other; or
(b) by either the Company or ParentBuyer, if (i) any of the conditions to its obligations under Sections 7.01 and 7.02, of Section 8.2 above have not been met or have not been waived in writing by Buyer as applicable, shall not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by of the other party on or before February 28, 2000, or (ii) the Merger shall not have been effected on or prior to the close of business on February 28, 2000Closing Date; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking such termination;or
(c) by the Company ifCompany, prior to stockholder approval if any of this Agreement the conditions of Section 8.3 above have not been met and the Merger, have not been waived in writing by the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board of Directors as of the Company believes in good faith is more favorable to Closing Date;
(d) by Buyer or the Company's stockholders than , if the transactions transaction contemplated by this Agreement; providedAgreement has not closed on or before February 3, that all amounts payable under Section 6.06 hereof 1997, provided the party seeking to terminate shall have performed in all material respects all of its covenants under this Agreement which were to have been paid performed prior to such the time of termination; or
(de) by ParentBuyer by written notice to the Company on or prior to Closing (the "Inspection Period"), if the Board of Directors (a) Buyer shall have determined during its due diligence investigation of the Company that any matters had been materially misrepresented by the Company or (b) if Buyer shall not have withdrawn, modified or amended in a manner adverse received unconditional assurances satisfactory to Parent and Acquisition its approval or recommendation it that it will obtain financing on terms reasonably satisfactory to it to consummate the purchase of the Merger or approvedPurchased Assets, recommended or endorsed provided that Buyer has used its best efforts to obtain such unconditional assurances. In the event of termination and abandonment by any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring to terminate this Agreement pursuant to as provided in this Section 8.01 10.12, written notice shall give notice forthwith be given to the other party by facsimile transmission or as set forth in accordance Section 10.4 above. In the event of such termination, this Agreement shall terminate and become null and void other than with respect to Section 9.0510.1 and Section 9. No termination shall release a party of any liability for breach hereof. The Mutual Confidentiality Agreement executed by Buyer and the Company shall survive any termination of this Agreement.
Appears in 1 contract
Termination and Abandonment. This Agreement may be terminated and the Merger transaction provided for by this Agreement may be abandoned at without liability on the part of any time prior party to the Effective Time, whether before or after approval by the stockholders of the Companyany other party:
(a) At any time before the Closing Date, by mutual action consent of the boards of directors of Parent Purchaser and the CompanySellers;
(b) Automatically if the Closing has not occurred by either the Company or ParentJuly 1, if (i) the conditions to its obligations under Sections 7.01 and 7.02, as applicable, shall not have been complied with or performed in any material respect and 2015; unless such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) date is extended by the other party on or before February 28, 2000, or (ii) the Merger shall not have been effected on or prior to the close mutual written consent of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking such termination;
(c) by the Company if, prior to stockholder approval of this Agreement Sellers and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than the transactions contemplated by this AgreementPurchaser; provided, that all amounts payable under Section 6.06 hereof shall have been paid prior to such termination; or
(d) by Parent, if the Board of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any no party desiring to may terminate this Agreement pursuant to this Section 8.01 11.2(b) if that party has breached its obligations under this Agreement in a manner that shall give have proximately contributed to the failure of the Closing to occur by such date; or
(c) If the audit for fiscal year ending December 31, 2014 has not been completed by March 15, 2015 RBSM, LLC; or
(d) Due Diligence has not been satisfactorily completed, at Purchaser’s sole discretion. In the event of the termination and abandonment of this Agreement by any party as above provided in this Article XI, written notice shall forthwith be given to the other party, and each party shall be solely responsible to pay its own expenses incident to preparation for the consummation of this Agreement and the transactions contemplated hereunder (except as otherwise provided herein). If any Party terminates this Agreement pursuant to this Section 11.2 above, termination shall be in accordance with Section 9.05lieu of all other remedies and all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to any other Party except for material willful breaches and intentional misstatements in or pursuant to this Agreement prior to the time of termination; provided, however, that the provisions contained in Article X shall survive any such termination. Sellers agree to be bound by a No Shop provision upon signing and until Closing or such other time as agreed to in writing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Surna Inc.)
Termination and Abandonment. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval by the stockholders of the CompanyClosing:
(a) by mutual action agreement of all of the boards of directors of Parent and the Companyparties hereto;
(b) by either Stock Sellers if Closing shall not have occurred on or prior to April 30, 2000, other than due to breach or non-performance by Stock Sellers hereunder;
(c) by Purchaser if it fails or is unable to conclude the Company Sierra IPO on or Parentbefore April 30, 2000;
(d) by Purchaser, if (i) the conditions to its obligations under Sections 7.01 and 7.02, as applicable, set forth in Article VI shall not have been complied with or and performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party on or before February 28the Closing Date;
(e) by Stock Sellers, 2000the Company, and GSSWD if the conditions set forth in Article VII have not been complied with and performed in any material respect and such noncompliance or (ii) the Merger nonperformance shall not have been effected cured or eliminated (or by its nature cannot be cured or eliminated) on or prior before the Closing Date; or
(f) by either Purchaser or Stock Sellers, the Company, and GSSWD by written notice to the close other, if any action or proceeding shall have been instituted before any court or other governmental body or, to the knowledge of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking giving such termination;
(c) notice, shall have been threatened formally in writing by the Company ifany public authority with requisite jurisdiction, prior to stockholder approval of this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, restrain or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than prohibit the transactions contemplated by this Agreement; providedAgreement or to subject one or more of the parties or their directors or their officers to liability on the grounds that it or they have breached any law or regulation or otherwise acted improperly in connection with such transactions, that all amounts payable under Section 6.06 hereof and such action or -------------------------------------------------------------------------------- ACQUISITION AGREEMENT PAGE 25 26 proceeding shall not have been paid prior to dismissed or such termination; or
(d) by Parent, if written threat shall not have been withdrawn or rescinded on or before the Board of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring to terminate this Agreement pursuant to this Section 8.01 shall give notice to the other party in accordance with Section 9.05Closing Date.
Appears in 1 contract
Termination and Abandonment. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval by the stockholders of the CompanyClosing:
(a) by mutual action agreement of all of the boards of directors of Parent and the Companyparties hereto;
(b) by either Sellers if Closing shall not have occurred on or prior to March 31, 2000, other than due to breach or non-performance by Sellers or the Company or Parenthereunder;
(c) by Purchaser, if (i) the conditions to its obligations under Sections 7.01 and 7.02, as applicable, set forth in Article VI shall not have been complied with or and performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party on or before February 28, 2000, the Closing Date;
(d) by Sellers and the Company if the conditions set forth in Article VII have not been complied with and performed in any material respect and such noncompliance or (ii) the Merger nonperformance shall not have been effected cured or eliminated (or by its nature cannot be cured or eliminated) on or prior before the Closing Date; or
(e) by either Purchaser or Sellers and the Company, by written notice to the close other, if any action or proceeding shall have been instituted before any court or other governmental body or, to the knowledge of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking giving such termination;
(c) notice, shall have been threatened formally in writing by the Company ifany public authority with requisite jurisdiction, prior to stockholder approval of this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, restrain or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than prohibit the transactions contemplated by this Agreement; providedAgreement or to subject one or more of the parties or their directors or their officers to liability on the grounds that it or they have breached any law or regulation or otherwise acted improperly in connection with such transactions, that all amounts payable under Section 6.06 hereof and such action or proceeding shall not have been paid prior to dismissed or such termination; or
(d) by Parent, if written threat shall not have been withdrawn or rescinded on or before the Board of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring to terminate this Agreement pursuant to this Section 8.01 shall give notice to the other party in accordance with Section 9.05Closing Date.
Appears in 1 contract
Termination and Abandonment. This Agreement may be terminated and the Merger may be abandoned terminated:
(a) at any time prior to the Effective Time, whether before or after approval Closing by the stockholders mutual written consent of the Company:
(a) by mutual action of Purchaser, the boards of directors of Parent Company and the Companyeach Seller;
(b) by either the Purchaser, if any of the conditions set forth in Section 5.1 have not been complied with by the Company or Parent, if (i) the conditions to its obligations under Sections 7.01 and 7.02, as applicable, shall not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party Seller on or before February 28September 29, 20002005; provided, or (ii) the Merger however, that such right to terminate shall not have been effected on or prior be available to the close of business on February 28, 2000; unless, in any case, such event has been caused by the party whose breach of this Agreement has been a reason for such noncompliance; and, further provided, that if the Purchaser shall terminate this Agreement based on the failure to obtain a Pre-Acquisition Notice (as required by Section 5.1(d)), Purchaser shall immediately pay $250,000 to the party seeking Company as a termination fee in the event such terminationfailure results from clause (z) of the definition of Pre-Acquisition Notice in Schedule 1 not being satisfied;
(c) by the Company ifSellers, prior if the conditions set forth in Section 5.2 have not been complied with by the Purchaser on or before September 29, 2005; provided, however, that such right to stockholder approval terminate shall not be available to any party whose breach of this Agreement and the Merger, the Company shall enter into has been a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than the transactions contemplated by this Agreement; provided, that all amounts payable under Section 6.06 hereof shall have been paid prior to reason for such termination; ornoncompliance;
(d) by Parentthe Sellers, if Purchaser's condition to closing set forth in Section 5.1(f) has not been complied with (or irrevocably waived) by the Board of Directors Purchaser on or before September 1, 2005; or
(e) by either the Purchaser, the Company or the Sellers if any final and nonappealable Order or any Law shall be enacted or issued which permanently restrains, enjoins or prohibits or makes illegal the consummation of the Company shall have withdrawnContemplated Transactions, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation upon notification of the Merger or approved, recommended or endorsed any proposal for, or authorized non-terminating party by the Company to enter into, an Alternative Transaction. Any party desiring to terminate this Agreement pursuant to this Section 8.01 shall give notice to the other party in accordance with Section 9.05terminating party.
Appears in 1 contract
Sources: Stock Purchase Agreement (EVCI Career Colleges Holding Corp)
Termination and Abandonment. This 8.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and the Merger may be abandoned at any time prior to or on the Effective Time, whether before or after approval by the stockholders of the CompanyClosing Date:
(a) by By mutual action consent of the boards of directors of Parent and the Companyparties;
(b) by By either the Company or Parentparty, if (i) the conditions any condition set forth in Article V or any other Article relating to its obligations under Sections 7.01 and 7.02, as applicable, shall not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party on has not been met or before February 28, 2000, or (ii) the Merger shall has not have been effected on or prior to the close of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking such terminationwaived;
(c) By Buyer, if any suit, action, or other proceeding shall be pending or threatened by the Company iffederal or a state government before any court or governmental agency, prior in which it is sought to stockholder approval restrain, prohibit, or otherwise affect the consummation of the transactions contemplated hereby;
(d) By Buyer, if there is discovered any material error, misstatement or omission in the representations and warranties of another party; or
(e) By BMT, if the Closing does not occur, through no failure to act by BMT, on closing date, or if Buyer fails to deliver the consideration required herein.
(f) If all of the outstanding liabilities cannot be settled, and audits to bring SEC filings current paid for within the budget amount of $125,000.
(g) Buyer may cancel this agreement without penalty, and receive a return of the $125,000 in escrow if the aggregate debt settlement amounts plus the costs of audits to bring SEC filings current exceed $125,000.
8.2 Any of the terms or conditions of this Agreement and may be waived at any time by the Mergerparty which is entitled to the benefit thereof, the Company by action taken by its Board of Directors provided; however, that such action shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer whichbe taken only if, in either case, the judgment of the Board of Directors of taking the Company believes in good faith is more favorable action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to the Company's stockholders than the transactions contemplated by this Agreement; provided, that all amounts payable under Section 6.06 hereof shall have been paid prior to party waiving such termination; or
(d) by Parent, if the Board of Directors of the Company shall have withdrawn, modified term or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring to terminate this Agreement pursuant to this Section 8.01 shall give notice to the other party in accordance with Section 9.05condition.
Appears in 1 contract
Sources: Share Purchase Agreement (Baymark Technologies, Inc.)
Termination and Abandonment. This 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval by the stockholders of the CompanyClosing Date:
(a) by By mutual action consent of the boards of directors of Parent PURCHASER and the CompanySELLER;
(b) by By either the Company or Parentparty, if (i) the conditions any condition set forth in Article VI relating to its obligations under Sections 7.01 and 7.02, as applicable, shall not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party on has not been met or before February 28, 2000, or (ii) the Merger shall has not have been effected on or prior to the close of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking such terminationwaived;
(c) By PURCHASER, if any suit, action or other proceeding shall be pending or threatened by the Company federal or a state government before any court or governmental agency, in which it is sought to restrain, prohibit or otherwise affect the consummation of the transactions contemplated hereby;
(d) By any party, if there is discovered any material error, misstatement or omission in the representations and warranties of another party;
(e) By any party if the Agreement Closing Date is not by December 18, 1998; or
7.2 Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, by action taken by its Board of Directors or Manager, provided; however, that such action shall be taken only if, prior in the judgment of the Board of Directors or Manager taking the action, such waiver will not have a material adverse effect on the benefits intended under this Agreement to stockholder approval the party waiving such term or condition.
7.3 If SELLER and KDC shall each have performed and complied with all of their respective representations, warranties, covenants and obligations hereunder and if PURCHASER does not complete the transaction contemplated herein, then PURCHASER shall pay SELLER $10,000 as a break-up fee which shall be paid and accepted in full and complete satisfaction of any and all liabilities, claims, obligations or demands between the parties relating in any way to this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than the transactions transaction contemplated by this Agreement; provided, that all amounts payable under Section 6.06 hereof shall have been paid prior to such termination; or
(d) by Parent, if the Board of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring to terminate this Agreement pursuant to this Section 8.01 shall give notice to the other party in accordance with Section 9.05hereby.
Appears in 1 contract
Termination and Abandonment. This Agreement may be terminated and the Merger transactions contemplated hereby may be abandoned at any time prior to before the Effective Time, whether before or after approval by the stockholders of the CompanyClosing:
(a) by the mutual action written consent of the boards of directors of Parent Seller and the CompanyPurchasers;
(b) by either the Company Seller, on the one hand or Parentthe Purchasers, on the other hand, if (i) the conditions other party or parties hereto fail to its obligations under Sections 7.01 and 7.02, as applicable, shall not have been complied with or performed comply in any material respect with any of its or their covenants or agreements contained herein, or breaches its or their representations and warranties in any material way and such noncompliance failure or nonperformance shall breach, if capable of being cured, is not have been cured within 30 days of the receipt of written notice of such failure or eliminated (or by its nature cannot be cured or eliminated) by breach from the other party on or before February 28, 2000, or (ii) the Merger shall not have been effected on or prior to the close of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking such terminationterminating party;
(c) by the Company ifSeller or the Purchasers if a court of competent jurisdiction or governmental, prior regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their best efforts to stockholder approval of this Agreement and the Mergerlift), the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Partywhich permanently restrains, enjoins or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than otherwise prohibits the transactions contemplated by this Agreement; provided, that all amounts payable under Section 6.06 hereof shall have been paid prior to such termination; or
(d) by Parentthe Seller or the Purchasers at any time after December 31, 2000; provided however, that if the Board Closing Date has not occurred on or before December 31, 2000 as a result of Directors a material breach of this Agreement, the Company breaching party shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring not be entitled to terminate this Agreement pursuant to this Section 8.01 7(d). In the event of termination and abandonment of this Agreement pursuant to this Section 7, written notice thereof shall give notice forthwith be given to the other party in accordance with Section 9.05or parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by the Seller or the Purchaser; provided, that no party shall be relieved of any liability it may have to any other party as a result of any breach of its obligations hereunder.
Appears in 1 contract
Termination and Abandonment. This Agreement may be --------------------------- terminated and the Merger transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after approval by the stockholders of the Company:
Closing: (ai) by mutual action written consent of the boards of directors of Parent Liberty and the Company;
(b) by either the Company or Parent, if (i) the conditions to its obligations under Sections 7.01 and 7.02, as applicable, shall not have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party on or before February 28, 2000, Emmis; or (ii) by either Liberty or Emmis: (A) if the Merger Closing shall not have been effected on or prior to the close of business on occurred before February 2829, 2000; unless, in any case, such event has been caused by provided that the breach of this Agreement by the party seeking such termination;
(c) by the Company if, prior to stockholder approval of this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than the transactions contemplated by this Agreement; provided, that all amounts payable under Section 6.06 hereof shall have been paid prior to such termination; or
(d) by Parent, if the Board of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring right to terminate this Agreement pursuant to this Section 8.01 clause (ii)(A) shall give notice not be available to any party whose failure to perform any of its obligations under this Agreement required to be performed by it at or prior to the Closing has resulted in the failure of the Closing to occur before such date, (B) if there has been a material breach by the other party of any of its representations, warranties, covenants or agreements contained in accordance with Section 9.05this Agreement and such breach shall not have been cured within five business days after written notice thereof shall have been received by the party alleged to be in breach, or (C) if any court of competent jurisdiction or other competent Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable.
Appears in 1 contract
Termination and Abandonment. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval by the stockholders of the CompanyCompany Shareholder Approval:
(a) by mutual action written consent of the boards of directors of Company, Parent and the CompanyAcquisition;
(b) by either Parent or the Company or ParentCompany, if (i) the conditions to its obligations under Sections 7.01 and 7.02any court of competent jurisdiction or other Governmental Entity shall have enacted, as applicableissued, shall not have been complied with promulgated, enforced or performed in entered any material respect and such noncompliance Law or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party on or before February 28, 2000Order, or (ii) refused to grant any required consent or approval, that has become final and non-appealable and has the effect of making the consummation of the Merger shall not have been effected on illegal or prior to that otherwise prohibits consummation of the close of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking such terminationMerger;
(c) by Parent or the Company ifCompany, prior to stockholder approval if the Effective Time shall not have occurred on or before 5:00 p.m., Eastern Standard Time, on the later of (i) January 21, 2007 or (ii) the earlier of (A) March 21, 2007 and (B) thirty (30) days following the receipt of all required regulatory approvals in connection with this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than the transactions contemplated by this Agreementhereby (the “Termination Date”); provided, that all amounts payable the right to terminate this Agreement under this Section 6.06 hereof 7.1(c) shall have not be available to any party whose failure to fulfill or breach of any obligation under this Agreement has been paid prior the cause of, or resulted in, the failure of the Effective Time to such termination; oroccur on or before the Termination Date;
(d) by Parent, if (i) any of the representations and warranties of the Company contained in this Agreement shall fail to be true and correct such that the condition set forth in Section 6.2(a) would not be satisfied, or (ii) the Company shall have breached or failed to comply with any of its obligations under this Agreement such that the conditions set forth in Section 6.1 or Section 6.2(b) would not be satisfied (in either case, other than as a result of a material breach by Parent or Acquisition of any of their respective obligations under this Agreement) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of 30 days after the Company has received written notice from Parent of the occurrence of such failure or breach (provided that in no event shall such 30 day period extend beyond the second day preceding the Termination Date);
(e) by the Company, if (i) any of the representations and warranties of Parent and Acquisition contained in this Agreement shall fail to be true and correct such that the condition set forth in Section 6.3(a) would not be satisfied, or (ii) Parent or Acquisition shall have breached or failed to comply with any of their respective obligations under this Agreement such that the conditions set forth in Section 6.1 or Section 6.3(b) would not be satisfied (in either case, other than as a result of a material breach by the Company of any of its obligations under this Agreement) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of 30 days after Parent has received written notice from the Company of the occurrence of such failure or breach (provided that in no event shall such 30 day period extend beyond the second day preceding the Termination Date);
(f) by Parent, if (i) an Adverse Recommendation Change shall have occurred, (ii) the Board of Directors of the Company shall have withdrawnfailed to recommend to the Company’s shareholders that they approve this Agreement, modified the Merger and the transactions contemplated hereby at the Special Meeting, (iii) a tender or amended in exchange offer that would constitute a manner adverse to Parent Company Acquisition Proposal is commenced on or after the date of this Agreement and Acquisition its approval or recommendation the Board of Directors of the Merger Company or approved, recommended any committee thereof fails to recommend against such tender or endorsed any proposal for, or authorized exchange offer by the shareholders of the Company (including by means of taking no position with respect to the acceptance of such tender or exchange offer by the shareholders of the Company) within ten business days from the commencement thereof, (iv) the Company shall have failed to call the Special Meeting in accordance with Section 5.13 or shall have failed to deliver the Proxy Statement in accordance with Section 5.13 such that the Special Meeting cannot be held at least three (3) Business Days prior to the Termination Date or (v) if the Board of Directors of the Company or any committee thereof resolves to take any of the foregoing actions;
(g) by the Company, at any time prior to obtaining the Company Shareholder Approval, upon the Board of Directors of the Company (acting through the Special Committee if such committee still exists) resolving to enter into, an subject to the terms of this Agreement, including Section 5.3, a definitive agreement containing a Company Acquisition Proposal by a third party; provided, that (i) the Board of Directors of the Company (acting through the Special Committee if such committee still exists) shall not so resolve unless (A) the Company shall have complied with its obligations under Section 5.2, (B) the Board of Directors of the Company shall have determined in good faith (after consultation with its independent financial advisors and outside counsel) that such Company Acquisition Proposal constitutes a Superior Proposal, and (C) the Company shall have fully negotiated the final terms of such Company Acquisition Proposal; (ii) immediately following the Board of Directors of the Company (acting through the Special Committee if such committee still exists) so resolving, the Company shall have so notified Parent and provided to Parent in writing the identity of the Person making, and the final terms and conditions of, such Company Acquisition Proposal; (iii) such termination pursuant to this Section 7.1(g) shall not be effective until the end of the fifth Business Day after Parent’s receipt of notice of the final terms and conditions of such Company Acquisition Proposal (or longer as required by Section 5.2), and such termination shall be deemed rescinded unless at least five (5) Business Days after such notice is received by Parent, and taking into account any revised proposal made by Parent after receipt of such notice, the Board of Directors of the Company determines in good faith (after consultation with its independent financial advisors and outside counsel) that such Superior Proposal remains a Superior Proposal; and (iv) the Company shall have the right to enter into such a definitive agreement (a “Permitted Alternative TransactionAgreement”) containing a Company Acquisition Proposal during the period commencing upon the Board of Directors of the Company so resolving in accordance with this Section 7.1(g) and ending upon the termination of this Agreement pursuant to this Section 7.1(g) so long as (A) the effectiveness of such agreement is conditioned upon the Company complying with its obligations under Section 5.2, Section 5.3 and this Section 7.1(g), (B) the effectiveness of such agreement is conditioned upon the termination of this Agreement pursuant to this Section 7.1(g), (C) the effectiveness of such agreement shall be conditioned upon the Board of Directors resolving, at least five (5) Business Days after the notice referred to in clause (iii) above is received by Parent, and taking into account any revised proposal made by Parent after receipt of such notice, in good faith (after consultation with its independent financial advisors and outside counsel) that such Superior Proposal remains a Superior Proposal and (D) immediately following the execution of such agreement, such agreement and all related agreements, exhibits, schedules and other documents are delivered to Parent; or
(h) by Parent or the Company, if the Special Meeting is held and the Company fails to obtain the Company Shareholder Approval at the Special Meeting (or any reconvened meeting after any adjournment thereof); provided that the right to terminate under this Section 7.1 shall not be available to the Company if the Company is in material breach of its obligations under Sections 5.2 or 5.13 in a manner that could reasonably be expected to adversely affect the result of the Special Meeting. Any party desiring to terminate this Agreement pursuant to this Section 8.01 shall give written notice of such termination to the other party in accordance with Section 9.05parties specifying such provision by which such termination is being made.
Appears in 1 contract
Sources: Merger Agreement (Nco Group Inc)
Termination and Abandonment. This Agreement may be terminated at any time and the Merger may be acquisition of the capital stock of Company as herein contemplated abandoned at any time prior to the Effective TimeClosing without liability of any party to any other party, whether before or after approval by except for breaches of warranties, representations, and covenants set forth in this Agreement which are within the stockholders control of the Companydefaulting or non-performing party, under the following circumstances:
(a) by The mutual action written agreement of the boards of directors of Parent Buyer and the CompanyShareholders;
(b) by either By Buyer if the Company or ParentClosing has not occurred before March 30, if (i) the 1997 because all conditions to its the obligations under Sections 7.01 and 7.02, as applicable, shall of Buyer have not been satisfied or waived or because the Shareholders have been complied with or performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party on or before February 28, 2000, or (ii) the Merger shall not have been effected on or prior made all required deliveries pursuant to the close of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking such terminationSection V;
(c) by By the Company ifShareholders if the Closing has not occurred before March 30, prior 1997 because all conditions to stockholder approval of this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board of Directors obligations of the Company believes in good faith is more favorable Shareholders have not been satisfied or waived or because Buyer has not made all required deliveries pursuant to Section VI; and
(d) Any party may terminate by written notice to the Company's stockholders than other if any action or proceeding shall have been instituted before any court or other governmental body or, to the knowledge of the party giving such notice, shall have been threatened formally in writing by any public authority with requisite jurisdiction, to restrain or prohibit the transactions contemplated by this Agreement; providedAgreement or to subject one or more of the parties or their directors or their officers to liability on the grounds that it or they have breached any law or regulation or otherwise acted improperly in connection with such proposed transactions ("Governmental Objection"), that all amounts payable under Section 6.06 hereof and such action or proceeding shall not have been paid prior to dismissed or such termination; or
(d) by Parentwritten threat shall not have been withdrawn or rescinded before March 30, if the Board of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring to terminate this Agreement pursuant to this Section 8.01 shall give notice to the other party in accordance with Section 9.051997.
Appears in 1 contract
Termination and Abandonment. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval by the stockholders of the CompanyClosing:
(a) by mutual action agreement of all of the boards of directors of Parent and the Companyparties hereto;
(b) by either the Company Seller if Closing shall not have occurred on or Parentprior to April 28, 2000, other than due to breach or non-performance by Seller hereunder;
(c) by Purchaser, if (i) the conditions to its obligations under Sections 7.01 and 7.02, as applicable, set forth in Article VI shall not have been complied with or and performed in any material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the other party on or before February 28, 2000, the Closing Date;
(d) by Seller and the Company if the conditions set forth in Article VII have not been complied with and performed in any material respect and such noncompliance or (ii) the Merger nonperformance shall not have been effected cured or eliminated (or by its nature cannot be cured or eliminated) on or prior before the Closing Date; or
(e) by either Purchaser or Seller and the Company, by written notice to the close other, if any action or proceeding shall have been instituted before any court or other governmental body or, to the knowledge of business on February 28, 2000; unless, in any case, such event has been caused by the breach of this Agreement by the party seeking giving such termination;
(c) notice, shall have been threatened formally in writing by the Company ifany public authority with requisite jurisdiction, prior to stockholder approval of this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, restrain or a Third Party has commenced a tender offer which, in either case, the Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than prohibit the transactions contemplated by this Agreement; providedAgreement or to subject one or more of the parties or their directors or their officers to liability on the grounds that it or they have breached any law or regulation or otherwise acted improperly in connection with such transactions, that all amounts payable under Section 6.06 hereof and such action or proceeding shall not have been paid prior to dismissed or such termination; or
(d) by Parent, if written threat shall not have been withdrawn or rescinded on or before the Board of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Parent and Acquisition its approval or recommendation of the Merger or approved, recommended or endorsed any proposal for, or authorized the Company to enter into, an Alternative Transaction. Any party desiring to terminate this Agreement pursuant to this Section 8.01 shall give notice to the other party in accordance with Section 9.05Closing Date.
Appears in 1 contract