Common use of Termination by Parent Clause in Contracts

Termination by Parent. This Agreement may be terminated at any time prior to the Effective Time, whether before or after the Requisite Company Vote is obtained (except as noted below in Section 7.4(b)) by Parent: (a) if the Company breaches or fails to perform any of its representations, warranties or covenants set forth in this Agreement, in either case such that the conditions in Section 6.2(a) or Section 6.2(b) would not be satisfied, and such breach or failure is not curable by or prior to the Outside Date, or, if curable by or prior to the Outside Date, has not been cured within thirty (30) days following Parent’s delivery of written notice to the Company describing such breach or failure in reasonable detail; provided that the right to terminate this Agreement pursuant to this Section 7.4(a) shall not be available to Parent if either Parent or Merger Sub is then in breach of any of its covenants or agreements set forth in this Agreement such that the condition in Section 6.3(b) would not be satisfied; or (b) at any time prior to the time the Requisite Company Vote is obtained, if (i) the Company Board shall have effected, and not withdrawn, a Change of Recommendation, (ii) the Company shall have failed to include the Company Recommendation in the Proxy Statement, or (iii) the Company shall have committed a material breach of Section 5.2(e)(ii).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after Time by action of the Requisite Company Vote is obtained (except as noted below in Section 7.4(b)) by Parentboard of directors of Parent if: (a) if the Company breaches or fails to perform any of its representations, warranties or covenants set forth in this Agreement, in either case such that the conditions in Section 6.2(a) or Section 6.2(b) would not be satisfied, and such breach or failure is not curable by or prior to the Outside Date, or, if curable by or prior to the Outside Date, has not been cured within thirty (30) days following Parent’s delivery of written notice to the Company describing such breach or failure in reasonable detail; provided that the right to terminate this Agreement pursuant to this Section 7.4(a) shall not be available to Parent if either Parent or Merger Sub is then in breach of any of its covenants or agreements set forth in this Agreement such that the condition in Section 6.3(b) would not be satisfied; or (b) at any time prior to the time the Requisite Company Vote is obtainedAcceptance Time, if (i) the Company Board shall have effectedmade a Company Adverse Recommendation Change or an Intervening Event Recommendation Change; or (b) there has been a breach or inaccuracy of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue or inaccurate after the date of this Agreement, such that (i) an Offer Condition set forth in clause (c) of Annex A would not withdrawn, a Change of Recommendation, be satisfied and (ii) such breach or inaccuracy or failure to be true is not curable by the Outside Date or, if capable of being cured by the Outside Date, shall not have been cured prior to the earlier of (x) thirty (30) days after written notice thereof is given by Parent to the Company shall have failed to include or (y) the Outside Date (provided that Parent or Merger Sub is not then in breach of any representation, warranty, covenant or agreement under this Agreement such that the Company Recommendation in would have the Proxy Statement, or (iii) the Company shall have committed a material breach of right to terminate this Agreement under Section 5.2(e)(ii6.3(b)).

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after Time by action of the Requisite Company Vote is obtained (except as noted below in Section 7.4(b)) by Parentboard of directors of Parent if: (a) if the Company breaches or fails to perform any of its representations, warranties or covenants set forth in this Agreement, in either case such that the conditions in Section 6.2(a) or Section 6.2(b) would not be satisfied, and such breach or failure is not curable by or prior to the Outside Date, or, if curable by or prior to the Outside Date, has not been cured within thirty (30) days following Parent’s delivery of written notice to the Company describing such breach or failure in reasonable detail; provided that the right to terminate this Agreement pursuant to this Section 7.4(a) shall not be available to Parent if either Parent or Merger Sub is then in breach of any of its covenants or agreements set forth in this Agreement such that the condition in Section 6.3(b) would not be satisfied; or (b) at any time prior to the time the Requisite Company Vote is obtainedAcceptance Time, if (i) the Company Board shall have effectedmade a Company Adverse Recommendation Change or Intervening Event Recommendation Change; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that (i) an Offer Condition set forth in clause (c) of Annex A would not withdrawn, a Change of Recommendation, be satisfied and (ii) such breach or failure to be true is not curable by the Outside Date or, if capable of being cured by the Outside Date, shall not have been cured prior to the earlier of (x) thirty (30) days after written notice thereof is given by Parent to the Company shall have failed to include or (y) the Outside Date (provided that Parent or Merger Sub is not then in breach of any representation, warranty, covenant or agreement under this Agreement such that the Company Recommendation in would have the Proxy Statement, or (iii) the Company shall have committed a material breach of right to terminate this Agreement under Section 5.2(e)(ii6.3(b)).

Termination by Parent. This Agreement may be terminated at any time prior to the Effective Time, whether before or after Time by action of the Requisite Company Vote is obtained (except as noted below in Section 7.4(b)) by ParentBoard of Directors of Parent if: (a) if the The Company breaches shall have breached any representation or fails warranty or failed to perform any of its representations, warranties covenant or covenants agreement set forth in this AgreementAgreement or any representation or warranty of the Company shall have become untrue, in either any case such that the conditions set forth in Section 6.2(a8.3(a) or Section 6.2(b8.3(b) would not be satisfiedsatisfied (assuming for purposes of this Section 9.3(a) that the references in Section 8.3(a) and 8.3(b) to “Closing Date” mean the date of termination pursuant to this Section 9.3(a)), and such breach or failure is shall not curable by or prior to the Outside Datebe curable, or, if curable by or prior to the Outside Datecurable, has shall not have been cured within thirty (30) 45 days following Parent’s delivery of after the date that written notice of such breach is given to Parent by the Company or, in the event such breach is discovered by Parent, within 45 days after the date written notice of such breach is given to the Company describing such breach or failure in reasonable detailby Parent; provided provided, however, that the right to Parent may not terminate this Agreement pursuant to under this Section 7.4(a9.3(a) shall not be available to Parent if either Parent or Merger Sub it is then in breach of any of its covenants representation, warranty, covenant or agreements agreement set forth in this Agreement such that the condition Company would then be entitled to terminate this Agreement under Section 9.4(a) (without giving effect to the proviso in Section 6.3(b9.4(a)); (b) would not be satisfieda Company Adverse Recommendation Change shall have occurred; or (bc) at any time prior to the time the Requisite Company Vote is obtained, if (i) the Company Board there shall have effected, and not withdrawn, occurred a Change of Recommendation, (ii) the Company shall have failed to include the Company Recommendation in the Proxy Statement, or (iii) the Company shall have committed a material breach of Section 5.2(e)(ii)Material Adverse Effect.

Termination by Parent. This Agreement may be terminated at any time prior to and the Effective Time, whether before or after the Requisite Company Vote is obtained (except as noted below in Section 7.4(b)) Merger may be abandoned by Parent: (a) at any time prior to the time the Stockholder Approval is obtained, if the Company breaches Board (or fails to perform any committee thereof) shall have effected a Change of Recommendation or allowed the Company or any of its representationsSubsidiaries to enter into an Alternative Acquisition Agreement (for the avoidance of doubt, warranties or covenants set forth in this other than an Acceptable Confidentiality Agreement, in either case such that the conditions in Section 6.2(a) or Section 6.2(b) would not be satisfied, and such breach or failure is not curable by or prior to the Outside Date, or, if curable by or prior to the Outside Date, has not been cured within thirty (30) days following Parent’s delivery of written notice to the Company describing such breach or failure in reasonable detail; provided that the right to terminate this Agreement pursuant to this Section 7.4(a) shall not be available to Parent if either Parent or Merger Sub is then in breach of any of its covenants or agreements set forth in this Agreement such that the condition in Section 6.3(b) would not be satisfied); or (b) at any time prior to the time the Requisite Company Vote is obtainedEffective Time, if there has been a breach of any representation, warranty, covenant or agreement of the Company in this Agreement, which breach (i) would give rise to the Company Board shall have effectedfailure of a condition set forth in Section 6.2(a) or 6.2(b), and not withdrawn, a Change of Recommendation, (ii) (A) is not capable of being cured by the Company by the Termination Date or (B) if capable of being cured, shall not have failed been cured before the earlier of (x) thirty (30) Business Days following receipt of written notice from Parent of such breach or (y) the Termination Date; provided, that neither Parent nor Merger Sub is then in breach of any representation, warranty, covenant or agreement of this Agreement such that any condition to include the obligations of the Company Recommendation set forth in Section 6.3(a) or 6.3(b) would not then be satisfied if the Proxy Statement, or (iii) Closing Date were the Company shall have committed a material breach date of Section 5.2(e)(ii)such termination.

Termination by Parent. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after the Requisite Company Vote is obtained (except as noted below in Section 7.4(b)) Shareholder Approval, by written notice of Parent: (ai) (A) if the Company breaches has breached or fails failed to perform any of its representations, warranties covenants or covenants other agreements contained in this Agreement to be complied with by the Company such that the closing condition set forth in this Agreement, in either case such that the conditions in Section 6.2(a) or Section 6.2(b) would not be satisfiedsatisfied or (B) there exists a breach of any representation or warranty of the Company contained in this Agreement such that the closing condition set forth in Section 6.2(a) would not be satisfied and, and in the case of either (A) or (B), such breach or failure to perform (1) is not curable by or prior to the Outside Date, or, if curable by or prior to the Outside Date, has not been cured within thirty (30) days following Parent’s delivery after receipt of written notice to thereof or (2) is incapable of being cured by the Company describing such breach by the Outside Date; or (ii) if the Board of Directors or failure in reasonable detailany committee thereof has made a Company Adverse Recommendation Change; provided provided, however, that the Parent’s and Merger Sub’s right to terminate this Agreement pursuant to this Section 7.4(a7.1(c)(ii) shall not be available to Parent if either Parent or Merger Sub in respect of a Company Adverse Recommendation Change will expire ten (10) Business Days after the last date upon which such Company Adverse Recommendation Change is then in breach of any of its covenants or agreements set forth in this Agreement such that the condition in Section 6.3(b) would not be satisfied; or (b) at any time prior to the time the Requisite Company Vote is obtained, if (i) the Company Board shall have effected, and not withdrawn, a Change of Recommendation, (ii) the Company shall have failed to include the Company Recommendation in the Proxy Statement, or (iii) the Company shall have committed a material breach of Section 5.2(e)(ii)made.

Termination by Parent. This Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Effective Time, whether before or after Acceptance Date by action of the Requisite Company Vote is obtained (except as noted below in Section 7.4(b)) by Parentboard of directors of Parent if: (a) if the Company breaches or fails to perform any of its representations, warranties or covenants set forth in this Agreement, in either case such that the conditions in Section 6.2(a) or Section 6.2(b) would not be satisfied, and such breach or failure is not curable by or prior to the Outside Date, or, if curable by or prior to the Outside Date, has not been cured within thirty (30) days following Parent’s delivery of written notice to the Company describing such breach or failure in reasonable detail; provided that the right to terminate this Agreement pursuant to this Section 7.4(a) shall not be available to Parent if either Parent or Merger Sub is then in breach of any of its covenants or agreements set forth in this Agreement such that the condition in Section 6.3(b) would not be satisfied; or (b) at any time prior to the time the Requisite Company Vote is obtained, if (i) the board of directors of the Company Board shall have effected, and not withdrawn, (A) made a Change in Recommendation or (B) recommended to the shareholders of Recommendation, the Company an Acquisition Proposal other than the Offer and the Merger or (ii) the board of directors of the Company shall have failed to include the Company Recommendation in the Proxy StatementSchedule 14D-9 to the extent required pursuant to Section 1A.2(b); (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement such that the conditions set forth in clauses (c) or (iiid) of Annex A would not be satisfied and such breach or condition is not curable or, if curable, is not cured prior to the earlier of (i) 30 days after written notice thereof is given by Parent to the Company shall have committed a or (ii) two business days prior to the Termination Date, provided that neither Parent nor Merger Sub is then in material breach of Section 5.2(e)(ii)this Agreement; or (c) if, as of any Expiration Date subsequent to the 60th day following the date of commencement of the Offer, the condition set forth in clause (f) of Annex A shall have occurred and be continuing, provided that neither Parent nor Merger Sub is then in material breach of this Agreement.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, whether before or after the Requisite Company Vote is obtained (except as noted below in Section 7.4(b)) by Parent: (ai) if (A) the Company breaches Board will have failed to recommend this Agreement or the Arrangement, (B) the Board will have withdrawn or qualified, amended or modified in a manner adverse to Parent or Purchaser its approval or recommendation of the Arrangement, (C) Peak or the Board publicly announces its intention to do, or that it has done, any of the foregoing, or (D) the Board fails to perform publicly reaffirm its recommendation of this Agreement and the Arrangement within five Business Days after the announcement or commencement of any Acquisition Proposal; or (ii) if neither Parent nor Purchaser is in material breach of its obligations under this Agreement and Peak breaches any of its representations, warranties warranties, covenants or covenants set forth agreements contained in this Agreement, in either case such that which breach would give rise to the conditions failure of a condition set forth in Section 6.2(a) or Section 6.2(b) would not be satisfied), and such breach or failure which is not curable by or prior to cured within the earlier of (i) the Outside Date, or, if curable and (ii) 15 Business Days following receipt by or prior to the Outside Date, has not been cured within thirty (30) days following Parent’s delivery Peak of written notice to the Company describing from Parent of such breach breach, or failure in reasonable detail; provided that the right to terminate this Agreement pursuant to this Section 7.4(a) shall which by its nature or timing cannot be available to Parent if either Parent or Merger Sub is then in breach of any of its covenants or agreements set forth in this Agreement cured within such that the condition in Section 6.3(b) would not be satisfied; or (b) at any time prior to the time the Requisite Company Vote is obtained, if (i) the Company Board shall have effected, and not withdrawn, a Change of Recommendation, (ii) the Company shall have failed to include the Company Recommendation in the Proxy Statement, or (iii) the Company shall have committed a material breach of Section 5.2(e)(ii)period.

Termination by Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after Time by action of the Requisite Company Vote is obtained (except as noted below in Section 7.4(b)) by Parentboard of directors of Parent if: (a) if the board of directors of the Company breaches or fails to perform any of its representations, warranties or covenants set forth in this Agreement, in either case such that the conditions in Section 6.2(a) or Section 6.2(b) would not be satisfied, and such breach or failure is not curable by or prior to the Outside Date, or, if curable by or prior to the Outside Date, has not been cured within thirty (30) days following Parent’s delivery of written notice to the Company describing such breach or failure in reasonable detail; provided that the right to terminate this Agreement pursuant to this Section 7.4(a) shall not be available to Parent if either Parent or Merger Sub is then in breach of any of its covenants or agreements set forth in this Agreement such that the condition in Section 6.3(b) would not be satisfied; or (b) at any time prior to the time the Requisite Company Vote is obtained, if (i) the Company Board shall have effected, and not withdrawn, (A) made a Change of Recommendation, (iiB) recommended to the stockholders of the Company an Acquisition Proposal other than the Merger or (C) the board of directors of the Company shall have failed to include the Company Recommendation in the Proxy Statement; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured prior to the earlier of (iiii) thirty (30) days after written notice thereof is given by Parent to the Company shall have committed a material or (ii) two (2) business days prior to the Termination Date, provided that Parent and Merger Sub are not then in breach of this Agreement such that the conditions set forth in Section 5.2(e)(ii)7.3(a) and Section 7.3(b) would not be satisfied.

Termination by Parent. 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 Requisite Company Vote is obtained (except as noted below in Section 7.4(b)) Stockholder Approval, by Parent, if: (a) if the Company breaches or fails to perform shall have breached any of its representations, warranties warranties, covenants or covenants other agreements set forth in this Agreement, Agreement or any such representation or warranty shall have become untrue after the date of this Agreement (in either case case, a “Terminating Company Breach”) and such that Terminating Company Breach (i) would give rise to the conditions failure of a condition set forth in Section 6.2(a6.02(a) or Section 6.2(b6.02(b) would not be satisfied, and such breach or failure is not curable by or prior to the Outside Date, or, if curable by or prior to the Outside Date, (ii) has not been cured within thirty (30) 30 days following Parent’s delivery of written after notice to thereof is received by the Company describing such breach or failure in reasonable detailCompany; provided that the Parent and Merger Sub shall have no right to terminate this Agreement pursuant to this Section 7.4(a7.03(a) shall not be available to Parent if either Parent or there is an uncured Terminating Merger Sub is then in breach Breach at the time of any of its covenants or agreements set forth in this Agreement such that the condition in Section 6.3(b) would not be satisfiedTerminating Company Breach; or (b) at any time prior to the time the Requisite a Company Vote is obtained, if (i) the Company Board Triggering Event shall have effected, and not withdrawn, a Change of Recommendation, (ii) the Company shall have failed to include the Company Recommendation in the Proxy Statement, or (iii) the Company shall have committed a material breach of Section 5.2(e)(ii)occurred.

Termination by Parent. This Agreement may be terminated and the Amalgamation may be abandoned at any time prior to the Effective Time, whether before or after Time by action of the Requisite Company Vote is obtained (except as noted below in Section 7.4(b)) by Parent: Board of Directors of Parent if (a) if the Board of Directors of the Company breaches shall have withdrawn or fails adversely modified its approval or recommendation of this Agreement, recommended to perform the shareholders of the Company that they approve an Acquisition Proposal or failed to reconfirm its recommendation of this Agreement within five business days after a written request by Parent to do so, (b) there has been a breach of any of its representationsrepresentation, warranties warranty, covenant or covenants set forth agreement made by the Company in this Agreement, in either case or any such representation and warranty shall have become untrue after the date of this Agreement, such that the conditions in Section 6.2(a7.2(a) or Section 6.2(b7.2(b) would not be satisfied, satisfied and such breach or failure condition is not curable by or prior to the Outside Date, or, if curable curable, is not cured within 20 days after written notice thereof is given by or prior Parent to the Outside Date, has not been cured within thirty (30) days following Parent’s delivery of written notice to the Company describing such breach or failure in reasonable detail; provided that the right to terminate this Agreement pursuant to this Section 7.4(a) shall not be available to Parent if either Parent or Merger Sub is then in breach of any of its covenants or agreements set forth in this Agreement such that the condition in Section 6.3(b) would not be satisfied; or (b) at any time prior to the time the Requisite Company Vote is obtained, if (i) the Company Board shall have effected, and not withdrawn, a Change of Recommendation, (ii) the Company shall have failed to include the Company Recommendation in the Proxy StatementCompany, or (iiic) there has been any event, development or change of circumstance that constitutes, has had or could reasonably be expected to have, individually or in the aggregate, a Company shall have committed a material breach of Section 5.2(e)(ii)Material Adverse Effect and such Company Material Adverse Effect is not cured within 20 days after written notice thereof.

Termination by Parent. This Agreement may be terminated terminated, and the Merger may be abandoned, at any time prior to the Effective Time, whether before or after the Requisite Company Vote is obtained (except as noted below in Section 7.4(b)) by Parent, if: (a) if There has been a breach in any material respect of any covenant or agreement made by the Company breaches or fails to perform any of its representations, warranties or covenants set forth in this Agreement, in either case such that or any representation or warranty of the conditions in Section 6.2(a) Company is inaccurate or Section 6.2(b) would not be satisfiedbecomes inaccurate after the date of this Agreement, and such breach or inaccuracy would cause a failure of the conditions in Section 6.1 or Section 6.2 (and such breach or inaccuracy is not curable by or prior to capable of being cured before the earlier of (i) the Outside Date, or, if curable by or prior to the Outside Date, has not been cured Date and (ii) within thirty (30) days following Parent’s delivery receipt by the Company of written notice to the Company describing of such breach or failure in reasonable detailinaccuracy or, if such breach or inaccuracy is capable of being cured within such period, it has not been cured within such period); provided that the Parent will not have the right to terminate this Agreement pursuant to this Section 7.4(a) shall not be available to Parent if either Parent or Merger Sub it is then in material breach of any of its covenants or agreements set forth in this Agreement such that the condition in Section 6.3(b) would not be satisfiedAgreement; or (b) at any time prior to the time the Requisite Company Vote is obtained, if (i) the The Company Board shall have effected, and not withdrawn, or any committee thereof effects a Change of Board Recommendation, (ii) the Company shall have failed to include the Company Recommendation in the Proxy Statemententered into an Alternative Acquisition Agreement, or (iii) the Company shall have committed a material breach Intentional Breach of Section 5.2(e)(ii)5.3.

Termination by Parent. 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 Requisite Company Vote is obtained (except as noted below in Section 7.4(b)) Stockholder Approval, by Parent, if: (a) if the Company breaches or fails to perform shall have breached any of its representations, warranties warranties, covenants or covenants other agreements set forth in this Agreement, Agreement or any such representation or warranty shall have become untrue after the date of this Agreement (in either case case, a “Terminating Company Breach”) and such that Terminating Company Breach (i) would give rise to the conditions failure of a condition set forth in Section 6.2(a6.02(a) or Section 6.2(b6.02(b) would not be satisfied, and such breach or failure is not curable by or prior to the Outside Date, or, if curable by or prior to the Outside Date, (ii) has not been cured within thirty (30) 30 days following Parent’s delivery of written after notice to thereof is received by the Company describing such breach or failure in reasonable detailCompany; provided that the Parent and Merger Sub shall have no right to terminate this Agreement pursuant to this Section 7.4(a7.03(a) shall not be available to Parent if either Parent or there is an uncured Terminating Merger Sub is then in breach Breach at the time of any of its covenants the Terminating Company Breach; or agreements set forth in this Agreement such that the condition in Section 6.3(b) would not be satisfied; or (b) at any time prior to the time the Requisite a Company Vote is obtained, if (i) the Company Board Triggering Event shall have effected, and not withdrawn, a Change of Recommendation, (ii) the Company shall have failed to include the Company Recommendation in the Proxy Statement, or (iii) the Company shall have committed a material breach of Section 5.2(e)(ii)occurred.