Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by Parent or the Company, before or after the approval by stockholders of the Company, if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to any party whose failure to fulfill any of its material obligations under this Agreement results in the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii).
Appears in 4 contracts
Sources: Agreement and Plan of Merger (Revere Paul Corp /Ma/), Agreement and Plan of Merger (Textron Inc), Agreement and Plan of Merger (Textron Inc)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28December 31, 19972000, whether such date is before or after the date of approval by the stockholders of the Company or Parent (the "Termination Date"), (ii) the approval of the Company's or Parent's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company or Parent); provided provided, that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.
Appears in 3 contracts
Sources: Merger Agreement (Efax Com Inc), Merger Agreement (Efax Com Inc), Merger Agreement (Jfax Com Inc)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May 28June 15, 19972008, whether such date is before or after the date of approval by the stockholders of the Company referred to in Section 7.1(a) (the “Termination Date”), (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof, or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company); provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill any of that has breached its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders consummation of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Merger.
Appears in 3 contracts
Sources: Merger Agreement (Visicu Inc), Merger Agreement (Sterling Venture Partners L P), Merger Agreement (Cardinal Health Partners Lp)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Mergers may be abandoned at any time prior to the CPI Merger Effective Time by action of the Board of Directors of either Parent or the CompanyCompany if (i) the Mergers shall not have been consummated by October 31, 2001 (the "Termination Date"), whether such date is before or after the approval adoption of this Agreement by stockholders holders of Company Shares, (ii) the Company shall not have obtained the Company Requisite Vote upon a vote taken at a meeting of the CompanyCompany stockholders duly convened therefor or at any adjournment or postponement thereof or as a result of a solicitation of consents pursuant to the DGCL and the federal proxy rules, if or (iiii) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the consummation of either Merger and such Order shall have become final and nonappealable, non-appealable (whether before or after the adoption of this Agreement by holders of Company Shares); provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Orderhowever, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have contributed to the occurrence of the failure of the Merger Mergers to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (MCC Acquisition Holdings Corp), Agreement and Plan of Merger (Carter Wallace Inc /De/)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger Transactions may be abandoned by action of the board of directors of either Parent or the Company, before and upon delivery of written notice to the other party if (a) the Closing has not occurred by January 30, 2014 (as it may be extended as described below in this Section 9.2(a), the “Outside Date”); provided, however, that if Parent or after the approval Company determines that additional time is necessary in order to satisfy the HSR Condition, the Outside Date may be extended by stockholders Parent or the Company to a date not beyond April 30, 2014; provided, further, that the right to terminate this Agreement pursuant to this Section 9.2(a) shall not be available to any party hereto that has breached its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the CompanyClosing to have occurred prior to the Outside Date, if (ib) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28, 1997non-appealable; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii9.2(b) shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure existence of the Merger to occur on such Order or prior to such date; (iiic) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy duly adopted by holders of Shares constituting the condition set forth in Section 7.1(a)(i) Company Requisite Vote at the Stockholders Meeting or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)any adjournment or postponement thereof.
Appears in 2 contracts
Sources: Merger Agreement (Optimer Pharmaceuticals Inc), Merger Agreement (Cubist Pharmaceuticals Inc)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent Parent, by action of its board of directors, or the Company, before or after the approval by stockholders action of the CompanyCompany Board, if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May 28March 31, 19972013, whether such date is before or after the date on which the Company Requisite Vote is obtained (such date, as it may be extended pursuant to the provisions hereof, the “Termination Date”); provided (b) the Shareholders Meeting shall have been held and completed and the Company Requisite Vote shall not have been obtained at such Shareholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Company Requisite Vote has been obtained), provided, that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in the failure of the Merger to occur on or prior to such date; (iii) this Agreement any manner that shall have been voted on by stockholders the direct, principal and proximate cause of the Company and failure to consummate the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Merger.
Appears in 2 contracts
Sources: Merger Agreement (Ingram Micro Inc), Merger Agreement (Brightpoint Inc)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by written notice to the other party approved by action of the board of directors or comparable governing body of either Parent or the Company, before or after specifying the approval by stockholders provision(s) of the Company, if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement Section 7.2 pursuant to this clause which the Agreement is being terminated, if:
(i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May 2815, 19972023 (the “Termination Date”);
(b) adoption of this Agreement by holders of Shares constituting the Requisite Company Vote, as required by Section 6.1(a), shall not have been obtained in a vote held at the Company Stockholders Meeting or at any adjournment or postponement thereof; provided or
(c) any Law or permanent injunction issued by any court of competent jurisdiction in the United States preventing the consummation of the Merger or any statute, rule, regulation or order, in each case, in the United States that in each case prohibits, makes illegal, or enjoins the consummation of the Merger, shall become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.2(ii) 7.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger and, in the case of a termination pursuant to Section 7.2(a), a failure of the Closing to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of before the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Termination Date.
Appears in 2 contracts
Sources: Merger Agreement (Elevate Credit, Inc.), Merger Agreement (Elevate Credit, Inc.)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by Parent or the Company, before or after the approval by stockholders of the Company, if Company if:
(i) any court of competent jurisdiction there is in the United States or some other governmental body or regulatory authority shall have issued an Order force a Law permanently restraining, enjoining or otherwise prohibiting the Merger and such Order Law shall have become final and nonappealable, provided, that the party seeking non-appealable and not subject to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, challenge,
(ii) the Merger Company Shareholder Approval shall not have been consummated obtained by May 28the earlier to occur of (i) the Shareholders Meeting or at any adjournment or postponement thereof at which a vote on such approval was taken (it being understood that, 1997subject to the terms and conditions of this Agreement, the Company shall be permitted to continue to adjourn or postpone any scheduled Shareholders Meeting to the extent that a quorum is not obtained with respect to such scheduled Shareholders Meeting) or (ii) the date that is five (5) days prior to the Termination Date; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii6.2(ii) (A) shall not be available to the Company if the Company has breached the provisions of Section 4.2 or 4.4, and (B) shall not relieve the Company’s from its obligation to pay any amounts determined to be payable to Parent under Section 6.5 as and when due, or
(iii) the Effective Time shall not have occurred on or before September 8, 2008 (the “Termination Date”); provided, that the right to terminate this Agreement pursuant to this Section 6.2(iii) shall not be available to any party whose failure to fulfill any of its material obligations under this Agreement results in the such failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)close.
Appears in 2 contracts
Sources: Merger Agreement (Netmanage Inc), Merger Agreement (Micro Focus (US), Inc.)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28March 1, 19972006, whether such date is before or after the date of approval by the stockholders of the Company (the “Termination Date”); provided (ii) the Stockholders Meeting shall not have been held by the Termination Date or the approval of the Company’s stockholders required by Section 7.1(a) shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof; provided, however, that the right to terminate this Agreement under this Section 8.2(ii) shall not be available to the Company where the failure to obtain Company stockholder approval shall have been caused by the action or failure to act by the Company and such action or failure to act constitutes a material breach by the Company of this Agreement; or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company); provided, that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.
Appears in 2 contracts
Sources: Merger Agreement (Vintage Petroleum Inc), Merger Agreement (Occidental Petroleum Corp /De/)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by Parent or at any time prior to the CompanyEffective Time, whether before or after the approval by stockholders of the CompanyCompany referred to in Section 8.1(a), if by action of the board of directors of either Parent or the Company and by written notice if:
(i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May 28December 31, 19972005, whether such date is before or after the date of approval by the stockholders of the Company (the “Termination Date”);
(b) the approval of the Company’s stockholders required by Section 8.1(a) shall not have been obtained at the Company Meeting or at any adjournment or postponement thereof; provided or
(c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the approval by the stockholders of the Company; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (a) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.
Appears in 2 contracts
Sources: Merger Agreement (Computer Associates International Inc), Merger Agreement (Niku Corp)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by Parent or at any time prior to the CompanyEffective Time, whether before or after the approval by stockholders of the CompanyCompany referred to in Section 8.1(a), if by action of the board of directors of either Parent or the Company and by written notice if:
(i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May 28September 30, 19972005, whether such date is before or after the date of approval by the stockholders of the Company (the “Termination Date”);
(b) the approval of the Company’s stockholders required by Section 8.1(a) shall not have been obtained at the Company Meeting or at any adjournment or postponement thereof if a vote on the Company Voting Proposal is taken at such Company Meeting or adjournment or postponement thereof; provided or
(c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable, whether before or after the approval by the stockholders of the Company; provided, that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (a) or (b) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or be consummated and provided, further, that, prior to such date; or upon any termination by the Company pursuant to clause (iiib) this Agreement above, the Company shall have been voted on by stockholders of paid to Parent any Termination Fee then due and payable under Section 9.5 under the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)terms specified therein.
Appears in 2 contracts
Sources: Merger Agreement (Computer Associates International Inc), Merger Agreement (Concord Communications Inc)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company, before or after the approval by stockholders of the Company, if Company if:
(i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May 28the first anniversary of the date of this Agreement, 1997(the "Termination Date"); provided provided, however, that if either Parent or the Company determines that additional time is necessary in connection with obtaining any consent, registration, approval, permit or authorization required to be obtained from any Governmental Entity, the Termination Date may be extended by Parent or the Company from time to time by written notice to the other party to a date not beyond eighteen months from the date of this Agreement;
(b) the Company Requisite Vote shall not have been obtained at the Company Stockholders Meeting;
(c) the Parent Requisite Vote shall not have been obtained at the Parent Stockholders Meeting; or
(d) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(ii) 7.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.
Appears in 2 contracts
Sources: Merger Agreement (Westwood One Inc /De/), Merger Agreement (Metro Networks Inc)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by December 31, before 1997, or after (b) the approval by stockholders of the Company's stockholders required by Section 3.6 shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order 42 48 order, decree, ruling or other action shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (ic) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Merger.
Appears in 2 contracts
Sources: Merger Agreement (Prime Hospitality Corp), Merger Agreement (Cri Esh Partners Lp)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May 28March 31, 19972007, or such other date as Parent and the Company agreed to in writing, provided, that such date may be extended by written notice from either Parent or the Company until not later than June 30, 2007 to the extent necessary to obtain the approvals of the Governmental Entities described in Section 7.1(b), whether such date is before or after the date of approval by the shareholders of the Company referred to in Section 7.1(a), but only if on the date of such extension all other conditions to the Closing have been or are readily capable of being satisfied (the “Termination Date”), (b) the approval of this Agreement by the shareholders of the Company referred to in Section 7.1(a) shall not have been obtained at the Shareholders Meeting or at any adjournment or postponement thereof or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the shareholders of the Company); provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders consummation of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Merger.
Appears in 2 contracts
Sources: Merger Agreement (Banta Corp), Merger Agreement (RR Donnelley & Sons Co)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by December 31, before 2000, or after (b) the approval by stockholders of the Company's stockholders required by Section 7.1(a) shall not have been obtained at the Stockholders' Meeting or any adjournment thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause paragraph (ic) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to paragraph (iia) of this Section 8.2, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)December 31, 2000.
Appears in 2 contracts
Sources: Merger Agreement (Engineering Measurements Co), Merger Agreement (Advanced Energy Industries Inc)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by January 31, before 2001, or after (b) the approval by stockholders of the Company's stockholders required by Section 7.1(a) shall not have been obtained at the Stockholders' Meeting or any adjournment thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause paragraph (ic) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to paragraph (iia) of this Section 8.2, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)January 31, 2001.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Advanced Energy Industries Inc), Agreement and Plan of Reorganization (Engineering Measurements Co)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company, before or after the approval by stockholders of the Company, if Company if:
(i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May 2815, 19972013 (the “Outside Date”); provided that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (a) shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately caused the occurrence of the failure of the Merger to occur on or prior to such date; be consummated;
(iiib) this Agreement shall have been voted on by stockholders of the Company and the vote Requisite Vote shall not have been sufficient obtained at the Company Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof at which the applicable vote is taken; or
(c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided that the right to satisfy the condition set forth terminate this Agreement pursuant to this clause (c) shall not be available to any party that breached in Section 7.1(a)(i) or (iv) any material respect its obligations under this Agreement in any manner that shall have proximately resulted in the issuance or imposition of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)such Order.
Appears in 2 contracts
Sources: Merger Agreement (Biomimetic Therapeutics, Inc.), Merger Agreement (Wright Medical Group Inc)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after either of the Requisite Company Vote and the Requisite Parent Vote, by action of the board of directors of either Parent or the CompanyCompany if:
(a) the First Merger shall not have been consummated by April 29, before 2019 (the “End Date”);
(b) the adoption of this Agreement by the stockholders of the Company shall not have been obtained at the Company Stockholders Meeting or after at any adjournment or postponement thereof taken in accordance with this Agreement;
(c) the approval by Parent’s stockholders of the Company, if issuance of Parent Shares shall not have been obtained at the Parent Stockholders Meeting or at any adjournment or postponement thereof taken in accordance with this Agreement; or
(id) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the non-appealable. The right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill Party that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of a condition to, or the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders occurrence of, the consummation of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)First Merger.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Andeavor), Merger Agreement (Marathon Petroleum Corp)
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 action of the board of directors of either Parent or the CompanyCompany if:
(a) the Acceptance Time shall not have occurred by August 29, before or after 2016; provided, that if the approval by stockholders of the Company, if condition set forth in clause (i) any court of competent jurisdiction Annex B shall not have been satisfied or waived (to the extent permitted by this Agreement and under applicable Laws) prior to the Acceptance Time and each of the other applicable conditions set forth in the United States or some other governmental body or regulatory authority Annex B shall have issued an been satisfied or waived or remains capable of satisfaction, by mutual consent of the Company and Parent, the Termination Date may be extended through September 29, 2016 for the purpose of satisfying such condition (such date, including any permitted extensions thereof, the “Termination Date”); or
(b) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger and such Order shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.3 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have primarily contributed to the occurrence of the failure of such condition to the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders consummation of the Company and Offer or the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Merger.
Appears in 2 contracts
Sources: Merger Agreement (National Holdings Corp), Merger Agreement (Fortress Biotech, Inc.)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by the Company or Parent or the Company, before or after the approval by stockholders of the Company, if if:
(i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May 28October 14, 19972011 (the “Termination Date”), whether such date is before or after the Company Stockholder Approval is obtained; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii7.2(a) shall not be available to any party whose failure to fulfill any of its material obligations under this Agreement results in if the failure of the Merger to occur have been consummated on or prior before the Termination Date was primarily due to the failure of such date; party to perform any of its obligations under this Agreement;
(iiib) this Agreement the Stockholders Meeting shall have been voted on by stockholders of held and completed and the Company and the vote Stockholder Approval shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(iobtained at such Stockholders Meeting or at any adjournment or postponement thereof; or
(c) any Order permanently restraining, enjoining or (iv) the issuance otherwise prohibiting consummation of shares of Parent Common Stock in the Merger shall become final and non-appealable; provided that the other transactions contemplated by right to terminate this Agreement shall have been voted on by stockholders of Parent and the vote pursuant to this Section 7.2(c) shall not have been sufficient be available to satisfy any party if the condition set forth in Section 7.1(a)(ii)issuance, promulgation, enforcement or entry of such Order, or the Order becoming final and non appealable, was primarily due to the failure of such party to perform any of its obligations under this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Providence Equity Partners VI L P), Merger Agreement (Sra International Inc)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court or Governmental Entity of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such Order or other action shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Ordernon-appealable, (ii) the Merger Company Stockholder Approval shall not have been consummated received at the Stockholders Meeting duly called and held or at any adjournment or postponement thereof at which the vote was taken, or (iii) the Effective Time shall not have occurred on or before July 16, 2013 (the “Termination Date”); provided, that the Termination Date may be extended to October 16, 2013 by May 28either Parent or the Company by written notice to the other party if the Closing shall not have occurred by such date and on such date the conditions set forth in Section 8.1(c) have not been satisfied or waived and each of the other conditions to consummation of the Merger set forth in Article VIII has been satisfied, 1997waived or remains capable of satisfaction; provided provided, further, that the right to terminate this Agreement pursuant to this Section 8.2(ii) 9.2 shall not be available to any party whose willful and material breach of this Agreement was the proximate cause of such failure to fulfill any of its material obligations under this Agreement results in the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)close.
Appears in 1 contract
Sources: Merger Agreement (Cymer Inc)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company, before or after the approval by stockholders of the Company, if Company if:
(i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May 28August 31, 19972000, whether such date is before or after the date of approval of the Merger by the Company Requisite Vote (the "TERMINATION DATE");
(b) the Company Requisite Vote shall not have been obtained at the Company Stockholder Meeting or at any adjournment or postponement thereof;
(c) 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 or
(d) any Governmental Entity shall have failed to issue an order, decree or ruling or to take any other action which is necessary to fulfill the conditions set forth in Sections 7.1(b), and 7.2(e), as applicable, and such denial of a request to issue such order, decree, ruling or take such other action shall have been final and nonappealable; provided, that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of either the Board of Directors of Parent or the Company, before or after the approval by stockholders of the Company, Company Board if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28September 30, 19972002, provided that such date shall be extended to November 15, 2002 if as of September 30, 2002 the Proxy Statement shall have been mailed to the shareholders of the Company, but the Company Stockholders Meeting shall not have commenced as of September 30, 2002 (the "TERMINATION DATE"); provided (ii) the Company Requisite Vote shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof; or (iii) any Law permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the Company Requisite Vote; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the CompanyCompany if (i) the Merger shall not have been consummated by March 31, 1997, whether such date is before or after the date of approval by the stockholders of the Company or Parent (the "Termination Date"), (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, if (iiii) the approval of Parent's stockholders as required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or (iv) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, non-appealable (whether before or after the approval by the stockholders of the Company or Parent); provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be ------------------------------------------- terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by December 31, before 1998, or after (b) the approval by stockholders of the Company's stockholders required by Section 6.1(a) shall not have been obtained at the Stockholders' Meeting or any adjournment thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, ; provided, that the party seeking to terminate this Agreement pursuant to this clause paragraph (ic) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to paragraph (iia) of this Section 7.3, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)December 31, 1998.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (iia) the Merger shall not have been consummated by May February 28, 19972000, whether such date is before or after the date of approval by the stockholders of the Company (the "Termination Date"), provided, however, that the Termination Date shall be extended by 60 days if the sole reason for the failure to consummate the Merger is the failure to obtain the Government Consents described in Section 7.1(c); provided (b) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (a) or (b) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have caused the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders be consummated or, in the case of the Company and the vote shall not have been sufficient Company, its stockholder approval to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be obtained.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by either Parent or the Company, before or after Company at any time prior to the approval by stockholders of the Company, Effective Time:
(a) if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealablehas not been consummated by August 12, 2024 (the “Outside Date”); provided, that the party seeking right to terminate this Agreement pursuant to under this clause (iSection 7.2(a) shall have used all reasonable efforts not be available to remove such Orderany Party whose failure to fulfill any of its obligations has been a principal cause of, (ii) or resulted in, the failure to consummate the Merger by such date;
(b) if any Laws shall not have been consummated by May 28, 1997prohibit the consummation of the Merger; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii7.2(b) shall not be available to any party whose failure to fulfill Party that has breached in any of material respects its material obligations under Section 5.12;
(c) if any Orders shall restrain, enjoin or otherwise prohibit consummation of the Merger, and such Orders shall have become final and non-appealable; provided that the right to terminate this Agreement results pursuant to this Section 7.2(c) shall not be available to any Party that has breached in the failure of the Merger to occur on or prior to such dateany material respects its obligations under Section 5.12; or
(iiid) this Agreement shall have been voted on by stockholders of if the Company and the vote Requisite Vote shall not have been sufficient to satisfy obtained at the condition set forth Company Stockholders Meeting held in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by accordance with this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Agreement.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent Governmental Entity having jurisdiction in over the United States Company, Parent, Holdings or some other governmental body or regulatory authority Merger Sub shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such Order order, decree, ruling or other action shall have become final and nonappealable, provided, ; provided that the party seeking to terminate this Agreement pursuant to this clause (iSection 8.2(i) shall have used all reasonable efforts to remove such Ordercomplied with its obligations under Section 6.5(a), (ii) the Merger Company Shareholder Approval shall not have been consummated by May 28received at the Special Meeting duly called and held or (iii) the Effective Time shall not have occurred on or before August 31, 19972008 (the "Termination Date"); provided that the right to terminate this Agreement pursuant to this Section 8.2(ii8.2(iii) shall not be available to any party whose failure to fulfill any of its material obligations under this Agreement results in the such failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy provided further, however, that, if the condition set forth in Section 7.1(a)(i7.1(c) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient satisfied solely by reason of the failure of any Governmental Consent that has been obtained to satisfy have become a Final Order, neither party may terminate this Agreement prior to the condition set forth in Section 7.1(a)(ii)60th day after the date on which such Governmental Consent was obtained.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by August 31, before 1997, or after (b) the approval by stockholders of the Company's stockholders required by Section 3.6 shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (ic) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)August 31, 1997.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by either Parent or the CompanyCompany at any time prior to the Effective Time (notwithstanding any obtaining of Shareholder Approval):
(a) if the Merger has not been consummated on or before October 1, before or after 2014 (the approval by stockholders of the Company, “Outside Date”);
(b) if (i) any court Governmental Entity of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently restraining, enjoining or otherwise permanently prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Orderhowever, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii8.2(b) shall not be available to any party whose failure to fulfill any of its material obligations that has not used those efforts required under this Agreement results in the failure to resist, lift or resolve such Law, Order or any other Restraint (including under Section 6.3 of the Merger to occur on or prior to such datethis Agreement); or
(iiic) if this Agreement shall have has been voted on by stockholders submitted to the shareholders of the Company for adoption at a duly convened Special Meeting and the vote Shareholder Approval shall not have been sufficient to satisfy obtained at the condition set forth in Section 7.1(a)(i) Special Meeting (including any adjournment or (iv) postponement thereof); provided that the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by Company may not terminate this Agreement pursuant to this Section 8.2(c) if the failure to obtain the Shareholder Approval shall have been voted on caused by stockholders the action or failure to act of Parent and the vote shall not have been sufficient Company, which action or failure to satisfy act constitutes a material breach of Section 6.2 of this Agreement by the condition set forth in Section 7.1(a)(ii)Company.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Merger may be abandoned abandoned, by Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28September 30, 19972006 (the "TERMINATION DATE"); provided PROVIDED, HOWEVER, that the right to terminate this Agreement pursuant to under this Section 8.2(ii8.2(i) shall not be available to any party whose failure to fulfill any willful breach of its material obligations under a representation, warranty or covenant in this Agreement results has been a principal cause of or resulted in the failure of the Merger to occur be consummated on or prior to before such date; , (iiiii) this Agreement any Governmental Entity shall have been voted on by stockholders of issued an order, decree or ruling or taken any other action (which order, decree, ruling or other action the Company and parties hereto shall use their commercially reasonable efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other material transactions contemplated by this Agreement and such order, decree, ruling or other action shall have been voted on become final and nonappealable or (iii) if the Company fails to obtain the required approval of its stockholders as required by stockholders of Parent and Law; PROVIDED, HOWEVER, that the vote right to terminate this Agreement under this Section 8.2(iii) shall not have be available to any party whose willful breach of a representation, warranty or covenant in this Agreement has been sufficient a principal cause of or resulted in the failure to satisfy the condition set forth in Section 7.1(a)(ii)obtain such approval.
Appears in 1 contract
Sources: Merger Agreement (Bass Robert M)
Termination by Either Parent or the Company. This Amended and Restated Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by August 31, before 1997, or after (b) the approval by stockholders of the Company's stockholders required by Section 3.6 shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Amended and Restated Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Amended and Restated Agreement pursuant to this clause (ic) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Amended and Restated Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)August 31, 1997.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by August 31, before 1998, or after the (b)the approval by stockholders of the Company's stockholders required by Section 10.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (ic) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Merger.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time, by Parent action of either the Board or the CompanyParent board of directors if:
(a) the Offering Closing shall not have been consummated by 5:00 p.m. (New York time) on the Outside Date; provided, before that the right to terminate this Agreement pursuant to this Section 10.2(a) shall not be available to any party (if the Offering Closing has occurred or after (ii) that has breached in any material respect its obligations set forth in this Agreement in any manner that shall have proximately contributed to the approval by stockholders occurrence of the Company, if failure of a condition to the consummation of the Offering Closing; or
(ib) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28, 1997non-appealable; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii10.2(b) shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) this Agreement in any manner that shall have proximately contributed to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)such Order.
Appears in 1 contract
Sources: Merger Agreement (Cafepress Inc.)
Termination by Either Parent or the Company. This Agreement may be terminated and by any of the Merger may be abandoned by Company or Parent or at any time prior to the Company, Effective Time (whether before or after the approval by stockholders receipt of the Company, Requisite Parent Vote):
(a) if (i) any court Governmental Entity of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently restrainingenjoining, enjoining or otherwise permanently prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable, ; provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Orderhowever, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii7.02(b) shall not be available to any party whose failure breach of any representation, warranty, covenant, or agreement set forth in this Agreement, such that the conditions to fulfill any of its material obligations under this Agreement results in the failure Closing of the Merger to occur on set forth in Section 6.02(a) or prior to Section 6.02(b), or Section 6.03(a) or Section 6.03(b), as applicable, would not be satisfied, and has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such dateLaw or Order; or
(iiib) this Agreement shall have been voted on by stockholders of if at the Company and duly convened Parent Shareholders Meeting, the vote Requisite Parent Vote shall not have been sufficient to satisfy obtained (unless such Parent Shareholders Meeting has been adjourned or postponed, in which case at the condition set forth in Section 7.1(a)(i) final adjournment or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(iipostponement thereof).
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by either Parent or the CompanyCompany if:
(a) the Merger shall not have been consummated by November 29, 2012 (the "Termination Date"), whether such date is before or after the approval by stockholders Stockholder Approval is obtained; provided that the right to terminate this Agreement pursuant to this Section 7.2(a) shall not be available to any party whose material breach of any representation, warranty, covenant or agreement in this Agreement has been the primary cause of the Companyfailure of the Merger to occur by the Termination Date;
(b) the Stockholders Meeting shall have been held and completed and the Stockholder Approval shall not have been obtained at such Stockholders Meeting or at any adjournment, if postponement or recess thereof; or
(ic) any court Governmental Entity has denied approval of competent jurisdiction in the United States Merger and such denial has become final and non-appealable or some other governmental body or regulatory authority shall have issued an any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger and such Order shall have become final and nonappealablenon-appealable, provided, that the party seeking to terminate this Agreement pursuant to this clause paragraph (ic) shall have used all its reasonable best efforts to contest, appeal and remove such Order, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this denial or Order in accordance with Section 8.2(ii) shall not be available to any party whose failure to fulfill any of its material obligations under this Agreement results in the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)5.6.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) the Merger shall not have been consummated by January 31, 1996 (provided that the right to terminate this Agreement under this Section 8.2(i) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before such date); (ii) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such Order order, decree, ruling or other action shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause ; or (i) shall have used all reasonable efforts to remove such Order, (iiiii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to any party whose failure to fulfill any of its material obligations under this Agreement results in the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company at a meeting duly convened therefor and the vote shall not have been sufficient to satisfy the condition conditions set forth in Section 7.1(a)(iSections 7.1(b) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii7.2(b). 8.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned (i) by action of the board of directors of either Parent or the Company if the Merger shall not have been consummated by August 31, 2000, whether such date is before or after the date of approval by the stockholders of the Company (the "Termination Date"), (ii) by action of the board of directors of Parent or the Company, before if the Company Requisite Vote shall not have been obtained at a meeting duly convened therefor or after the approval at any adjournment or postponement thereof, or (iii) by stockholders action of the Company, board of directors of either Parent or the Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger and such Order shall have become final and nonappealable, non-appealable (whether before or after the approval by the stockholders of the Company or Parent); provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(iiclause (i) above shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)be consummated.
Appears in 1 contract
Sources: Merger Agreement (Mmi Companies Inc)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by March 31, before 1998, or after (b) the approval by stockholders of the Company's stockholders required by Section 6.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, if or (ic) the approval of Parent's stockholders required by Section 6.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, or (d) a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, ; provided, that the party seeking to terminate this Agreement pursuant to this clause (id) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have approximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)March 31, 1998.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating party to the other parties) and the Merger may be abandoned by either Parent or the Company, before or after the approval by stockholders of the Company, if Company if:
(ia) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger The Closing Date shall not have been consummated occurred by May 28June 15, 19972000 (the "Termination Date"); provided that the right to terminate this Agreement pursuant to under this Section 8.2(ii) clause shall not be available to any party whose failure to fulfill any of its material obligations obligation under this Agreement results has been the cause of or resulted in the failure of the Merger Closing Date to occur on or prior before the Termination Date; and provided further that the Termination Date shall be June 29, 2000 if (i) any waiting period (and any extension thereof) under the HSR Act applicable to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote Merger shall not have expired or been sufficient to satisfy the condition set forth in Section 7.1(a)(i) terminated by June 15, 2000, or (ivii) the issuance SEC shall have refused to allow the Company to file a definitive proxy statement with respect to the Merger by June 1, 2000.
(b) Any court of shares competent jurisdiction or Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the payment of Parent Common Stock in the Merger Consideration for the Shares or the making of any Cash Payment pursuant to the Merger and the such order, decree, ruling or other transactions contemplated by this Agreement action shall have been voted on by stockholders of Parent become final and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)nonappealable.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of trustees of either Parent or the Company, before or after the approval by stockholders of the Company, Company if (i) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Merger and such Order shall have become final and nonappealable, provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28December 15, 19972006, whether such date is before or after the date of approval by the shareholders of the Company or Parent (the “Termination Date”), (ii) the Requisite Company Vote shall not have been obtained at the Company Shareholders Meeting or at any adjournment or postponement thereof, (iii) the Requisite Parent Vote shall not have been obtained at the Parent Shareholders Meeting or at any adjournment or postponement thereof, or (iv) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the shareholders of the Company or Parent); provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill that has breached in any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders consummation of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Merger.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by October 31, before 1997, or after (b) the approval by stockholders of the Company's stockholders required by Section 3.5 shall not have been obtained at the Company Meeting or at any adjournment or postponement thereof, if or (ic) any a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (ic) shall have used all reasonable best efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Merger.
Appears in 1 contract
Sources: Merger Agreement (Physician Corporation of America /De/)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by Parent or the CompanyCompany if:
(a) the Company Shareholder Approval shall not have been received at the Shareholders Meeting duly called and held,
(b) the Effective Time shall not have occurred on or before October 8, before 2009 (provided that such date may be extended until December 9, 2009 by Parent or after the Company by written notice to the other party (given not later than September 24, 2009) if the Closing shall not have occurred because of failure to obtain approval by stockholders of from one or more regulatory authorities whose approval is required in connection with this Agreement) (the Company, if “Termination Date”);
(ic) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority Government Entity shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such Order order, decree, ruling or other action shall have become final and nonappealable; or
(d) applicable Law shall have been adopted, promulgated or issued prohibiting the consummation of the transactions contemplated by this Agreement as provided herein. provided, that the party seeking to terminate this Agreement pursuant to this clause (i) shall have used all reasonable efforts to remove such Order, (ii) the Merger shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) 8.2 shall not be available to any party whose failure to fulfill any of its material obligations under this Agreement results in the such failure of the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)close.
Appears in 1 contract
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by June 30, before 1998, or after (b) the approval by stockholders of the Company's stockholders required by Section 3.6 shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, if or (ic) any a court of competent jurisdiction in the United States or some other governmental body or regulatory a Governmental Entity with authority over such matters shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, non- appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (ic) above shall have used all commercially reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)Merger.
Appears in 1 contract
Sources: Merger Agreement (Suiza Foods Corp)
Termination by Either Parent or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Parent or the CompanyCompany if (a) the Merger shall not have been consummated by March 31, before 1998, or after (b) the approval by stockholders of the Company's stockholders required by Section 6.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, if or (ic) the approval of Parent's stockholders required by Section 6.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, or (d) a United States federal or state court of competent jurisdiction in the or United States federal or some other governmental body state governmental, regulatory or regulatory authority administrative agency or commission shall have issued an Order order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger transactions contemplated by this Agreement and such Order order, decree, ruling or other action shall have become final and nonappealable, ; provided, that the party seeking to terminate this Agreement pursuant to this clause (id) shall have used all reasonable efforts to remove such Orderinjunction, order or decree; and provided, in the case of a termination pursuant to clause (iia) above, that the Merger terminating party shall not have been consummated by May 28, 1997; provided that the right to terminate this Agreement pursuant to this Section 8.2(ii) shall not be available to breached in any party whose failure to fulfill any of material respect its material obligations under this Agreement results in any manner that shall have proximately contributed to the failure of to consummate the Merger to occur on or prior to such date; (iii) this Agreement shall have been voted on by stockholders of the Company and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(i) or (iv) the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement shall have been voted on by stockholders of Parent and the vote shall not have been sufficient to satisfy the condition set forth in Section 7.1(a)(ii)March 31, 1998.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Northrop Grumman Corp)