Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval of this Agreement by the shareholders of the Company, by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directors.
Appears in 10 contracts
Sources: Agreement and Plan of Merger (National Home Health Care Corp), Merger Agreement (National Home Health Care Corp), Merger Agreement (National Home Health Care Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval adoption of this Agreement by the shareholders stockholders of the CompanyCompany or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directorsParent.
Appears in 5 contracts
Sources: Merger Agreement (Divine Inc), Merger Agreement (Open Market Inc), Merger Agreement (Open Market Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement approvals by the shareholders stockholders of the CompanyCompany and Parent referred to in Section 7.1(a), by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction by action of their respective boards Boards of directorsDirectors.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization and Merger (Medical Resources Management Inc), Merger Agreement (United Healthcare Corp), Agreement and Plan of Reorganization and Merger (Emergent Group Inc/Ny)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement by the shareholders of the CompanyCompany and Parent referred to in Section 7.1(a), by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction by action of their respective boards of directors.
Appears in 3 contracts
Sources: Merger Agreement (Lg&e Energy Corp), Merger Agreement (Equitable of Iowa Companies), Merger Agreement (American General Corp /Tx/)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement by the shareholders of the CompanyCompany referred to in Section 7.1(a), by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction by action of their respective boards Boards of directorsDirectors.
Appears in 3 contracts
Sources: Merger Agreement (Nisource Inc), Merger Agreement (Columbia Energy Group), Merger Agreement (Nisource Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval of this Agreement by the shareholders of the Companystockholders, by the mutual written consent of Parent and the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directors.
Appears in 3 contracts
Sources: Merger Agreement (Bison Acquisition Corp), Merger Agreement (Entertainment Inc), Merger Agreement (United Pan Europe Communications Nv)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval by holders of this Agreement by the shareholders of the CompanyShares, either by the mutual written consent of Acquiror and the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction or by mutual act of their respective boards Boards of directorsDirectors.
Appears in 3 contracts
Sources: Merger Agreement (SPS Technologies Inc), Merger Agreement (Magnetic Technologies Corp), Merger Agreement (SPS Technologies Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement by the shareholders stockholders of the CompanyCompany and Parent referred to in Section 7.1(a), by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp.Merger Sub, acting under the direction by action of their respective boards of directors.
Appears in 3 contracts
Sources: Merger Agreement (Allegheny Power System Inc), Merger Agreement (Augat Inc), Merger Agreement (Thomas & Betts Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval of this Agreement by the shareholders of the Company, Time by the mutual written consent of the Company, acting under the direction agreement of the Company Board, and Parent and Acquisition Corp., acting under the direction approved by action of their respective boards Boards of directorsDirectors.
Appears in 3 contracts
Sources: Merger Agreement (Lamar Advertising Co/New), Merger Agreement (Devon Energy Corp/De), Merger Agreement (Ocean Energy Inc /Tx/)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval adoption of this Agreement by the shareholders stockholders of the Company, by the mutual written consent of Purchaser, Sub and the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directors.
Appears in 2 contracts
Sources: Merger Agreement (Seracare Inc), Merger Agreement (Grupo Grifols Sa)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement by the shareholders stockholders of the CompanyCompany referred to in Section 6.1(a), by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction by action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Sources: Merger Agreement (United Asset Management Corp), Merger Agreement (Payless Shoesource Holdings Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement by the shareholders stockholders of the CompanyCompany referred to in Section 5.1(a), by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction by action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Sources: Merger Agreement (Vitamin Shoppe Industries), Merger Agreement (Vitaminshoppe Com Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after gaining the requisite approval of this Agreement by the shareholders of the CompanyCompany and the stockholders of Parent (if necessary), by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directorsParent.
Appears in 2 contracts
Sources: Merger Agreement (Divine Inc), Merger Agreement (Eshare Communications Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement by the shareholders stockholders of the CompanyCompany and Parent referred to in Section 7.1(a), by the mutual written consent of the Company, acting under Company and Parent if the direction Boards of Directors of each so determines by the affirmative vote of a majority of the Company Board, and Parent and Acquisition Corp., acting under the direction members of their respective boards its entire Board of directorsDirectors.
Appears in 2 contracts
Sources: Merger Agreement (Steelcloud Inc), Merger Agreement (V One Corp/ De)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement adoption hereof by the shareholders stockholders of the CompanyCompany referred to in Section 8.1(a), by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction by action of their respective boards of directors.
Appears in 2 contracts
Sources: Merger Agreement (Fortis Inc /Nv/), Agreement and Plan of Merger (Alden John Financial Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement by the shareholders stockholders of the CompanyCompany referred to in Section 8.1(a), by the mutual written consent of the Company, acting under the direction of the Company Board, Merger Sub and Parent and Acquisition Corp., acting under the direction by action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Sources: Merger Agreement (Ceridian Corp), Merger Agreement (Abr Information Services Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Offer and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval of this Agreement by the shareholders holders of the CompanyShares referred to in Section 8.1(a), by the mutual written consent of Parent and the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directors.
Appears in 2 contracts
Sources: Merger Agreement (Hc Investments Inc), Merger Agreement (Loctite Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions Mergers may be abandoned at any time prior to the Effective Time, before or after the approval of this Agreement by the shareholders holders of the CompanyCommon Stock, by the mutual written consent of the Company, acting under the direction Boards of Directors of the Company Board, and Parent the Maryland Company and Acquisition Corp., acting under the direction Board of their respective boards Trustees of directorsthe Trust.
Appears in 1 contract
Sources: Merger Agreement (Hamlin Clay W Iii)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval of this Agreement by the shareholders stockholders of the CompanyCompany and the Parent, by the mutual written consent of Parent and the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directors.
Appears in 1 contract
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval of this Agreement by the shareholders of the Company, Time by the mutual written consent of Acquiror, Merger Sub and the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directorsCorporation.
Appears in 1 contract
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval of this Agreement by the shareholders stockholders of ADS and the Company, by the mutual written consent of ADS and the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directors.
Appears in 1 contract
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the its approval of this Agreement by the shareholders Company Requisite Vote, by mutual action of the Boards of Directors of the Company, by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directorsMerger Sub.
Appears in 1 contract
Sources: Merger Agreement (Shiva Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval of this Agreement by the shareholders of the Companygaining Requisite Stockholder Approval, by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directors.Parent. 8.2
Appears in 1 contract
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement by the shareholders stockholders of the CompanyCompany referred to in Section 7.1(a), by the mutual written consent of the Company, acting under Company and the direction Parent Parties if the Boards of Directors of each so determines by the affirmative vote of a majority of the Company Board, and Parent and Acquisition Corp., acting under the direction members of their respective boards its entire Board of directorsDirectors.
Appears in 1 contract
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions Arrangement may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement by the shareholders of the CompanyCompany referred to in Section 7.1(a), by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction by action of their respective boards Boards of directorsDirectors.
Appears in 1 contract
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval by holders of this Agreement Shares, by the shareholders mutual consent of Parent and the Company, by action of their respective Boards of Directors. For purposes of this Article VIII and Section 9.2, no action taken by the mutual written consent Board of the Company, acting under the direction Directors of the Company Board, and Parent and Acquisition Corp., acting under shall be effective unless any such action is approved by the direction affirmative vote of their respective boards at least a majority of directorsthe Board of Directors at the time of such vote who were also members of the Board of Directors of the Company on the date hereof.
Appears in 1 contract
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned (notwithstanding approval of the Merger by the Boards of Directors and stockholders of Holdings and the Surviving Corporation) at any time prior to the Effective Time, before or after the approval of this Agreement by the shareholders of the Company, Time by the mutual written consent of the Company, acting under Board of Directors of Holdings and the direction Board of Directors of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directorsSurviving Corporation.
Appears in 1 contract
Sources: Merger Agreement (Ipayment Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions Mergers may be abandoned at any time prior to the Effective Time, before or after the approval of this Agreement by the shareholders holders of the CompanyShares, by the mutual written consent of the Company, acting under the direction Board of Trustees of the Company Board, and Parent the general partner of the Limited Partnership and Acquisition Corp., acting under the direction Board of their respective boards Directors of directorsthe New Company.
Appears in 1 contract
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval of this Agreement by Legacy Stockholders Meeting or the shareholders of the CompanyEnterprises Stockholders Meeting, by the mutual written consent of the Company, acting under the direction of the Company Board, Enterprises and Parent and Acquisition Corp., acting under the direction of their respective boards of directorsLegacy.
Appears in 1 contract
Sources: Merger Agreement (Excel Legacy Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval of this Agreement by the shareholders of the CompanyRequisite Shareholder Approval, by the mutual written consent of Parent and the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directors.
Appears in 1 contract
Sources: Merger Agreement (Ecometry Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement by the shareholders of the CompanyCompany referred to in Section 7.1(a) hereof, by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directorsParent.
Appears in 1 contract
Sources: Merger Agreement (Nice Systems LTD)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the its approval of this Agreement by the shareholders of the CompanyCompany Requisite Vote, by the mutual written consent of the CompanyCompany (through the Continuing Directors or their designated successors), acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directorsMerger Sub.
Appears in 1 contract
Termination by Mutual Consent. This Agreement may be terminated and the Stock Purchase and Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval of this Agreement by the shareholders of the Company, by the mutual written consent of Purchaser and the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directors.
Appears in 1 contract
Sources: Stock Purchase Agreement (Leiner Health Products Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval adoption of this Agreement by the shareholders stockholders of the CompanyCompany or Merger Sub, by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp.Merger Sub, acting under the direction of their respective boards its board of directors.
Appears in 1 contract
Sources: Merger Agreement (Rockshox Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement by the shareholders stockholders of the CompanyCompany and Parent referred to in SECTION 7.1(a), by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction by action of their respective boards Boards of directorsDirectors.
Appears in 1 contract
Sources: Merger Agreement (Capital Re Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions Mergers may be abandoned at any time prior to the Effective Time, before or after the approval of this Agreement by the shareholders holders of the CompanyClass A Common Shares and the Class A Preferred Shares, by the mutual written consent of the Company, acting under Board of the direction Trustees of the Company Board, and Parent the general partner of the Limited Partnership and Acquisition Corp., acting under the direction Board of their respective boards Directors of directorsthe New Company.
Appears in 1 contract
Sources: Merger Agreement (Capital Trust Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions transactions contemplated herein may be abandoned at any time prior to the Effective Time, whether before or after the approval approvals by stockholders of this Agreement by the shareholders of the CompanySINO and NIVM, by the mutual written consent of the Company, acting under the direction of the Company Board, SINO and Parent and Acquisition Corp., acting under the direction NIVM by action of their respective boards Boards of directorsDirectors.
Appears in 1 contract
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions contemplated herein may be abandoned at any time prior to the Effective TimeDate, whether before or after the approval of this Agreement approvals by the shareholders Directors of the CompanyCompany and Sellers, and by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction Sellers by action of their respective boards Boards of directorsDirectors.
Appears in 1 contract
Sources: Securities Purchase and Exchange Agreement (Gtrex Capital, Inc.)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval of this Agreement by the shareholders of the CompanyCompany Shareholder Approval, by the mutual written consent of Buyer, the Merger Subsidiary and the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directors.
Appears in 1 contract
Sources: Merger Agreement (Wackenhut Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement by the shareholders stockholders of the CompanyCompany referred to in Section 7.1(a), by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction by action of their respective boards of directors.
Appears in 1 contract
Sources: Merger Agreement (American Bankers Insurance Group Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement by the shareholders stockholders of the CompanyCompany and Parent referred to in SECTION 7.1(a), by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction by action of their respective boards Boards of directorsDirectors.
Appears in 1 contract
Sources: Merger Agreement (Gliatech Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement adoption by the shareholders stockholders of the CompanyCompany referred to in Section 8.1(a), by the mutual written consent of the Company, acting under the direction by action of the Company BoardBoard (approved by the Committee) and Parent, and Parent and Acquisition Corp., acting under the direction by action of their respective boards its Board of directorsDirectors.
Appears in 1 contract
Sources: Merger Agreement (Register Com Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval adoption of this Agreement by the shareholders of the CompanyCompany or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction of their respective boards of directorsParent.
Appears in 1 contract
Sources: Merger Agreement (Divine Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions contemplated herein may be abandoned at any time prior to the Effective TimeDate, whether before or after the approval of this Agreement approvals by the shareholders Directors of the CompanyCompany and Seller, and by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent and Acquisition Corp., acting under the direction Seller by action of their respective boards Boards of directorsDirectors.
Appears in 1 contract
Sources: Securities Purchase and Sale Agreement (Gtrex Capital, Inc.)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions merger may be abandoned at any time prior to the Effective Time, before or after the approval of this Agreement by the shareholders of the Company, parties by the mutual written consent of the Company, acting under the direction of Purchaser and the Company Board, and Parent and Acquisition Corp., acting under the direction by action of their respective boards of directors.
Appears in 1 contract
Sources: Merger Agreement (Southwest Industrial Products Inc)