Common use of Termination by Parent Clause in Contracts

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, if: (a) a breach of any representation, warranty, agreement or covenant of the Company set forth in this Agreement shall have occurred, which breach (i) would give rise to the failure of a condition set forth in Section 7.02 and, as a result of such breach, such condition would not be capable of being satisfied prior to the Termination Date and (ii) is incapable of being cured or, if capable of being cured, is not cured by the Company within thirty (30) days following receipt of written notice of such breach from Parent or Merger Sub, as applicable (or, if the Termination Date is less than thirty (30) calendar days from the date of receipt of such notice, by the Termination Date); provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.04(a) if either Parent or Merger Sub is then in breach of any representations, warranties or covenants of Parent or Merger Sub hereunder that would give rise to the failure of a condition set forth in Section 7.03; or (b) the Company Board or any committee thereof shall have effected a Change in the Company Recommendation.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, if: (a) a breach of any representation, warranty, agreement or covenant of the Company set forth in this Agreement shall have occurred, which breach (i) would give rise to the failure of a condition set forth in Section 7.02 and, 7.02(a) or Section 7.02(b) and as a result of such breach, such condition would not be capable of being satisfied prior to the Termination Date and (ii) is incapable of being cured or, if capable of being cured, is not cured by the Company within thirty (30) 30 days following receipt of written notice of such breach from Parent or Merger Sub, as applicable Sub (or, if the Termination Date is less than thirty (30) 30 calendar days from the date of receipt of such notice, by the Termination Date); provided, provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.04(a) if either Parent or Merger Sub is then in material breach of any representations, warranties or covenants of Parent or Merger Sub hereunder that would give rise to the failure of a condition set forth in Section 7.03; or (b) the Company Board or any committee thereof shall have effected a Change in the Company Recommendation.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, if: (a) a breach of any representation, warranty, agreement or covenant of the Company set forth in this Agreement shall have occurred, which breach (i) would give rise to the failure of a condition set forth in Section 7.02 and, and as a result of such breach, such condition would not be capable of being satisfied prior to the Termination Date and (ii) is incapable of being cured or, if capable of being cured, is not cured by the Company within thirty (30) days following receipt of written notice of such breach from Parent or Merger Sub, as applicable (or, if the Termination Date is less than thirty (30) calendar days from the date of receipt of such notice, by the Termination Date); provided, provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.04(a) if either Parent or Merger Sub is then in breach of any representations, warranties or covenants of Parent or Merger Sub hereunder that would give rise to the failure of a condition set forth in Section 7.03; or (b) the Company Board or any committee thereof shall have effected a Change in the Company Recommendation.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, ifClosing: (a) if a breach of any representation, warranty, agreement or covenant of the Company set forth in this Agreement shall will have occurred, which breach (i) would give rise to the failure of a condition set forth in Section 7.02 and, Article VII and as a result of such breach, such condition would not be capable of being satisfied prior to the Termination Outside Date and (ii) is incapable of being cured or, if capable of being cured, is not cured by the Company within thirty (30) 30 calendar days following receipt of written notice of such breach from Parent or Merger Sub, as applicable (or, if the Termination Outside Date is less than thirty (30) 30 calendar days from the date of following receipt of written notice of such noticebreach, by the Termination Outside Date); provided, that Parent shall will not have the right to terminate this Agreement pursuant to this Section 8.04(a) 9.4 if either Parent or Merger Sub is then in breach of any representations, warranties warranties, agreements, or covenants of Parent or Merger Sub hereunder that Sub, as applicable, under this Agreement and such breach would give rise to the failure of a condition set forth in Section 7.03Article VII; or (b) if evidence, in form and substance satisfactory to Parent, of the Company Board or any committee thereof shall have effected a Change in Stockholder Approval is not delivered to Parent within one Business Day of the Company Recommendationexecution and delivery of this Agreement by the Parties.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, if: (a) a breach of any representation, warranty, agreement or covenant of the Company set forth in this Agreement shall have occurred, which breach (i) would give rise to the failure of a condition set forth in Section 7.01 or Section 7.02 and, and as a result of such breach, such condition would not be capable of being satisfied prior to the Termination Date and (ii) is incapable of being cured or, if capable of being cured, is not cured by the Company within thirty (30) days following receipt of written notice of such breach from Parent or Merger Sub, as applicable (or, if the Termination Date is less than thirty (30) calendar days from the date of receipt of such notice, by the Termination Date); provided, provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.04(a) if either Parent or Merger Sub is then in breach of any representationsrepresentation, warranties warranty or covenants covenant of Parent or Merger Sub hereunder that would give rise to the failure of a condition set forth in Section 7.037.01, Section 7.03(a) or Section 7.03(b); or (b) the The Company Board or any committee thereof (upon the recommendation of the Special Committee) shall have effected a Change in the Company Recommendation.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, if: (a) a breach of any representation, warranty, agreement or covenant of the Company set forth in this Agreement shall have occurred, which breach (i) would give rise to the failure of a condition set forth in Section 7.02 and, and as a result of such breach, such condition would not be capable of being satisfied prior to the Termination Date and (ii) is incapable of being cured or, if capable of being cured, is not cured by the Company within thirty (30) days following receipt of written notice of such breach from Parent or Merger Sub, as applicable Sub (or, if the Termination Date is less than thirty (30) calendar days from the date of receipt of such notice, by the Termination Date); provided, provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.04(a) if either Parent or Merger Sub is then in breach of any representations, warranties or covenants of Parent or Merger Sub hereunder that would give rise to the failure of a condition set forth in Section 7.03; or (b) the Company Board or any committee thereof shall have effected a Change in the Company Recommendation.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, if: (a) a breach of any representation, warranty, agreement or covenant of the Company set forth in this Agreement shall have occurred, which breach (i) would give rise to the failure of a condition set forth in Section 7.01 or Section 7.02 and, and as a result of such breach, such condition would not be capable of being satisfied prior to the Termination Long Stop Date and (ii) is incapable of being cured or, if capable of being cured, is not cured by the Company within thirty (30) days following receipt of written notice of such breach from Parent or Merger Sub, as applicable (or, if the Termination Long Stop Date is less than thirty (30) calendar days from the date of receipt of such notice, by the Termination Long Stop Date); provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.04(a) if either Parent or Merger Sub is then in breach of any representations, warranties or covenants of Parent or Merger Sub hereunder that would give rise to the failure of a condition set forth in Section 7.01 or Section 7.03; or (b) the Company Board or any committee thereof the Special Committee shall have effected a Change in the Company Recommendation.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, if: (a) a breach of any representation, warranty, agreement or covenant of the Company set forth in this Agreement shall have occurred, which breach (i) would give rise to the failure of a condition set forth in Section 7.01 or Section 7.02 and, and as a result of such breach, such condition would not be capable of being satisfied prior to the Termination Long Stop Date and (ii) is incapable of being cured or, if capable of being cured, is not cured by the Company within thirty (30) days following receipt of written notice of such breach from Parent or Merger Sub, as applicable (or, if the Termination Long Stop Date is less than thirty (30) calendar days from the date of receipt of such notice, by the Termination Long Stop Date); provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.04(a) if either Parent or Merger Sub is then in breach of any representations, warranties or covenants of Parent or Merger Sub hereunder that would give rise to the failure of a condition set forth in Section 7.01 or Section 7.03; or (b) the Company Board or any committee thereof shall have effected a Change in the Company Recommendation.

Termination by Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time, if: (a) a breach of any representation, warranty, agreement or covenant of the Company set forth in this Agreement shall have occurred, which breach (i) would give rise to the failure of a condition set forth in Section 7.02 and, ‎Section 7.02(a) or ‎Section 7.02(b) and as a result of such breach, such condition would not be capable of being satisfied prior to the Termination Date and (ii) is incapable of being cured or, if capable of being cured, is not cured by the Company within thirty (30) 30 days following receipt of written notice of such breach from Parent or Merger Sub, as applicable Sub (or, if the Termination Date is less than thirty (30) 30 calendar days from the date of receipt of such notice, by the Termination Date); provided, provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.04(a‎Section 8.04‎(a) if either Parent or Merger Sub is then in material breach of any representations, warranties or covenants of Parent or Merger Sub hereunder that would give rise to the failure of a condition set forth in Section ‎Section 7.03; or (b) the Company Board or any committee thereof shall have effected a Change in the Company Recommendation.