Termination by Either Parent or the Company. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by Parent or the Company if: (a) any court of competent jurisdiction or other Governmental Body has issued a final order, decree or ruling, or taken any other final action permanently restraining, enjoining, or otherwise prohibiting the Offer or the Merger, and such order, decree, ruling or other action has become final and non-appealable; provided, however, that the terms of this Section 8.2 are not available to any party, if the issuance of such order, decree, ruling or other action is primarily attributable to the failure on the part of such party to comply with its obligations under this Agreement in any material respect, including Section 6.6; or (b) the Acceptance Time has not occurred on or prior to the date that is one hundred twenty (120) days after the date of this Agreement (the “Outside Date”); provided, however, that this termination right is not available to any party, if the failure of the Acceptance Time to occur prior to the Outside Date is primarily attributable to the failure on the part of such party to comply in any material respect with its obligations under this Agreement, including Section 6.6.
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Termination by Either Parent or the Company. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by Parent or the Company if:
(a) any court of competent jurisdiction or other Governmental Body has issued a final order, decree or ruling, or taken any other final action permanently restraining, enjoining, or otherwise prohibiting the Offer or the Merger, and such order, decree, ruling or other action has become final and non-appealable; provided, however, that the terms of this Section 8.2 are not available to any party, if the issuance of such order, decree, ruling or other action is primarily attributable to the failure on the part of such party to comply with its obligations under this Agreement in any material respect, including Section 6.6; or
(b) the Acceptance Time has not occurred on or prior to the date that is one hundred twenty (120) days after the date of this Agreement (the “Outside Date”); provided, however, that if as of such date, the Offer Condition set forth in Paragraph 1(b) of Annex I to this Agreement (Regulatory) is not satisfied, then the Outside Date will automatically be extended until the date that is one hundred eighty (180) days after the date of this Agreement (and such date will then be the Outside Date); provided, however, that this termination right is not available to any party, if the failure of the Acceptance Time to occur prior to the Outside Date is primarily attributable to the failure on the part of such party to comply in any material respect with its obligations under this Agreement, including Section 6.6.
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Sources: Merger Agreement (Akouos, Inc.)
Termination by Either Parent or the Company. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Effective Time, by Parent or the Company if:
(a) any court of competent jurisdiction or other Governmental Body has issued a final order, decree decree, or ruling, or taken any other final action permanently restraining, enjoining, or otherwise prohibiting the Offer or the Merger, and such order, decree, ruling ruling, or other action has become final and non-appealable; provided, however, that the terms of right to terminate this Agreement pursuant to this Section 8.2 are 7.2(a) will not be available to any party, party if the issuance of such order, decree, ruling or other action is was primarily attributable to caused by the failure on the part of such party to comply with perform any of its obligations under this Agreement in any material respectAgreement, including Section 6.6; or5.8;
(b) the Acceptance Effective Time has not occurred on or prior to the date that is one hundred twenty (120) days after the date of this Agreement March 5, 2024 (the “Outside Date”); provided, however, that this termination right if as of such date, any of the conditions set forth in Section 6.1(b) (solely to the extent that such order, decree, ruling or other action arises under the HSR Act or under any Antitrust Law or Foreign Investment Law) or Section 6.1(a) is not satisfied, then the Outside Date will automatically be extended until June 5, 2024 (and such date will then be the Outside Date); provided, however, that the right to terminate this Agreement pursuant to this Section 7.2(b) will not be available to any party, if party whose failure to fulfill any of its obligations under this Agreement (including Section 5.8) has been the primary cause of the failure of the Acceptance Effective Time to occur have occurred on or prior to the Outside Date Date; or
(c) the Company fails to obtain the Requisite Stockholder Approval at the Company Stockholder Meeting (or any adjournment or postponement thereof) at which a vote is primarily attributable to the failure taken on the part of such party to comply in any material respect with its obligations under this Agreement, including Section 6.6Merger.
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Termination by Either Parent or the Company. This Agreement may be terminated, and the Offer terminated and the Merger may be abandoned, abandoned at any time prior to the Acceptance Time, Effective Time by action of the Board of Directors of either Parent or the Company if:
(a) any court of competent jurisdiction the Merger shall not have been consummated by February 28, 2006, whether such date is before or other Governmental Body has issued a final order, decree or ruling, or taken any other final action permanently restraining, enjoining, or otherwise prohibiting the Offer or the Merger, and such order, decree, ruling or other action has become final and non-appealable; provided, however, that the terms of this Section 8.2 are not available to any party, if the issuance of such order, decree, ruling or other action is primarily attributable to the failure on the part of such party to comply with its obligations under this Agreement in any material respect, including Section 6.6; or
(b) the Acceptance Time has not occurred on or prior to the date that is one hundred twenty (120) days after the date of this Agreement approval of the Merger by the Company Requisite Vote (the “Outside Termination Date”); provided, however, that if any condition of Closing set forth in Section 7.1 that remains reasonably capable of satisfaction has not been fulfilled or waived prior to March 15, 2006, the Termination Date shall be automatically extended to such date; provided, further, that if any such condition has not been fulfilled or waived prior to the Termination Date, as so extended, the Company and Parent shall negotiate in good faith an additional extension of the Termination Date, taking into consideration all relevant factors;
(b) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval of the Merger by the Company Requisite Vote); provided, however, that the right to terminate this termination right is Agreement pursuant to this Section 9.2 shall not be available to any party, if party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Acceptance Time Merger to occur prior to the Outside Date is primarily attributable to the failure on the part of such party to comply in any material respect with its obligations under this Agreement, including Section 6.6be consummated.
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Termination by Either Parent or the Company. This Agreement may be terminated, terminated and the Offer and the Merger may be abandoned, abandoned by Parent or the Company at any time prior to the Acceptance Time, by Parent or the Company Effective Time if:
(a) any court of competent jurisdiction or other Governmental Body Entity has issued a final order, decree or ruling, ruling or taken any other final action permanently restraining, enjoining, enjoining or otherwise prohibiting the Offer or the Merger, Merger and such order, decree, ruling or other action has become final and non-appealablenonappealable; provided, however, that the terms of this Section 8.2 are will not be available to any party, if the issuance of such order, decree, ruling or other action is primarily attributable to the failure on the part of party unless such party to comply has complied with its obligations under this Agreement in any all material respectrespects, including Section 6.6; or
(b) the Acceptance Time has shall not have occurred on or prior to by the date that is one hundred and twenty (120) days after the date of this Agreement (the “Outside Date”); provided, however, that if as of such date, the Offer Condition set forth in Paragraph (1)(b) of Annex I to this termination right Agreement (Regulatory) is not available to any party, if the failure satisfied but all of the Acceptance Time other Offer Conditions shall have been satisfied or waived (other than the delivery of the certificate referenced in Paragraph 2(c) of Annex I to occur prior this Agreement (senior executive officer’s certificate), which certificate only need to be capable of being delivered) and the Offer Condition set forth in Paragraph (1)(b) of Annex I to this Agreement (Regulatory) remains capable of being satisfied or waived, then the Outside Date may be extended until the date that is primarily attributable sixty (60) days after the Outside Date at the election of Parent or the Company by written notice to the failure on other party prior to termination of this Agreement (and such date shall then be the part of such party to comply in any material respect with its obligations under this Agreement, including Section 6.6.Outside Date); or
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Termination by Either Parent or the Company. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance TimeEffective Time whether before or after the Company Stockholder Approval is obtained, by Parent or the Company if:
(a) any court of competent jurisdiction or other Governmental Body Entity has issued a final order, decree decree, or ruling, or taken any other final action permanently restraining, enjoining, or otherwise prohibiting the Offer or consummation of the Merger, and such order, decree, ruling ruling, or other action has become final and non-appealable; provided, however, that the terms of this Section 8.2 are not available to any party, if the issuance of such order, decree, ruling or other action is primarily attributable to the failure on the part of such party to comply with its obligations under this Agreement in any material respect, including Section 6.6; or;
(b) the Acceptance Effective Time has not occurred on or prior to the date that is one hundred twenty (120) days after the date of this Agreement June 5, 2020 (the “Outside Date”); provided, however, that if as of such date, all of the conditions to closing set forth in ARTICLE VI have been satisfied or (to the extent permitted by Law) waived other than (i) the conditions set forth in Section 6.1(b) and Section 6.1(c) (solely to the extent such condition has not been satisfied due to any failure to obtain any applicable clearances under the HSR Act) and (ii) those conditions that by their terms are to be satisfied at the Closing, which conditions shall be capable of being satisfied at such time, then the Outside Date will automatically be extended until August 5, 2020 (and such date will then be the Outside Date); provided, however, that this termination right is not available to any party, party if the any failure of the Acceptance Time to occur prior to the Outside Date is primarily attributable to the failure on the part of such party to comply in any all material respect respects with its obligations under this Agreement, Agreement (including Section 6.65.6) shall have been the principal cause of, or resulted in, the failure of the Merger to be consummated by the Outside Date; or
(c) the Company Stockholder Approval has not been obtained at the Company Stockholders Meeting (or at any adjournment or postponement thereof).
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Termination by Either Parent or the Company. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by Parent or the Company if:
(a) any court of competent jurisdiction or other Governmental Body of competent jurisdiction has issued a final order, decree or ruling, or taken any other final action permanently restraining, enjoining, enjoining or otherwise prohibiting the Offer or the Merger, and such order, decree, ruling or other action has become final and non-appealable; provided, however, that the terms of this Section 8.2 8.2(a) are not available to any party, if the issuance of such order, decree, ruling or other action is primarily attributable to the failure on the part of party unless such party to comply has complied with its obligations under this Agreement in any all material respectrespects, including Section 6.6; or
(b) the Acceptance Time has not occurred on or prior to the date that is one hundred twenty (120) days after the date of this Agreement May 3, 2025 (the “Outside Date”); provided, however, that if as of such date, the Offer Condition set forth in Paragraph 1(b) of Annex I to this termination Agreement (Regulatory) is not satisfied, then the Company will have the right, in its sole discretion, to extend the Outside Date until August 1, 2025 (and such date will then be the Outside Date) upon written notice delivered by the Company to Parent at or prior to 11:59 p.m. Eastern Time on the initial Outside Date; provided, however, that right to terminate pursuant to this Section 8.2(b) is not available (i) to any party, if the failure of the Acceptance Time to occur prior to the Outside Date is primarily attributable to the failure on the part of party unless such party to comply has complied in any all material respect respects with its obligations under this Agreement, including Section 6.66.6 or (ii) to either party at any time the parties are litigating obligations under this Agreement.
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Termination by Either Parent or the Company. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by Parent or the Company if:
(a) any Any court of competent jurisdiction or other Governmental Body has issued a final an order, decree decree, or ruling, or taken any other final action permanently restraining, enjoining, or otherwise prohibiting the Offer or the Merger, and such order, decree, ruling ruling, or other action has become final and non-appealable; provided, however, that the terms of this Section 8.2 7.2(a) are not available to any party, if the issuance of such order, decree, ruling or other action is primarily attributable to the failure on the part of party unless such party to comply has complied with its obligations under this Agreement in any all material respectrespects, including Section 6.6; or5.6;
(b) the The Acceptance Time has not occurred on or prior to the date that is one hundred twenty (120) days after the date of this Agreement December 23, 2022 (the “Outside Date”); provided, however, that the terms of this termination right is Section 7.2(b) are not available to any party, if the failure of the Acceptance Time to occur prior to the Outside Date is primarily attributable to the failure on the part of party unless such party to comply has complied in any all material respect respects with its obligations under this Agreement, including Section 6.65.6; or
(c) The Offer (as it may have been extended in accordance with Section 1.1(a)) expires as a result of the non-satisfaction of one or more of the Offer Conditions, including the Minimum Condition, without the Purchaser having accepted for purchase any Shares validly tendered (and not validly withdrawn) in accordance with Section 1.1(a) pursuant to the Offer; provided, however, that the terms of this Section 7.2(c) are not available to a party if the material failure of such party (or any Affiliate of such party) to fulfill any obligation under this Agreement has been a proximate cause of the non-satisfaction of any Offer Condition.
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Termination by Either Parent or the Company. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by Parent or the Company if:
(a) any court of competent jurisdiction or other Governmental Body has issued a final order, decree or ruling, or taken any other final action permanently restraining, enjoining, or otherwise prohibiting the Offer or the Merger, and such order, decree, ruling or other action has become final and non-appealable; provided, however, that the terms of this Section 8.2 are not available to any party, if the issuance of such order, decree, ruling or other action is primarily attributable to the failure on the part of such party to comply with its obligations under this Agreement in any material respect, including Section 6.6; or
(b) the Acceptance Time has not occurred on or prior to the date that is one hundred and twenty (120) days after the date of this Agreement (the “Outside Date”); provided, however, that if as of such date, any Offer Condition set forth in Paragraph 1(b) of Annex I to this Agreement (Regulatory) is not satisfied, then the Outside Date will automatically be extended until the date that is two hundred and ten (210) days after the date of this Agreement (and such date will then be the Outside Date); provided, however, that this termination right is not available to any party, if the failure of the Acceptance Time to occur prior to the Outside Date is primarily attributable to the failure on the part of such party to comply in any material respect with its obligations under this Agreement, including Section 6.6.
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Termination by Either Parent or the Company. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by Parent or the Company if:
(a) any court of competent jurisdiction or other Governmental Body has issued a final order, decree decree, or ruling, or taken any other final action permanently restraining, enjoining, or otherwise prohibiting the Offer or the Merger, and such order, decree, ruling ruling, or other action has become final and non-appealable; provided, however, that the terms of this Section 8.2 are not available to any party, if the issuance of such order, decree, ruling or other action is primarily attributable to the failure on the part of party unless such party to comply has complied with its obligations under this Agreement in any all material respectrespects, including Section 6.6; or
(b) the Acceptance Time has not occurred on or prior to the date that is one hundred twenty (120) days after the date of this Agreement (the “Outside Date”); provided, however, that if as of such date, the Offer Condition set forth in Paragraph 1(b) of Annex I to this Agreement (Regulatory) is not satisfied, then the Outside Date will automatically be extended until the date that is one hundred eighty (180) days after the date of this Agreement (and such date will then be the Outside Date); provided, however, that this termination right is not available (i) to any party, if the failure of the Acceptance Time to occur prior to the Outside Date is primarily attributable to the failure on the part of party unless such party to comply has complied in any all material respect respects with its obligations under this Agreement, including Section 6.66.6 or (ii) to either party at any time the parties are litigating obligations under this Agreement.
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