Common use of Termination by the Offeror Clause in Contracts

Termination by the Offeror. The Offeror, when not in material default in the performance of its obligations under this Agreement or the Support Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to the Shareholder if: (a) the Support Agreement is terminated in accordance with its terms; (b) any of the representations and warranties of the Shareholder under this Agreement shall not be true and correct in all material respects, where such inaccuracy is reasonably likely to prevent or materially delay consummation of the Offer; or (c) the Shareholder shall not have complied in all material respects with its respective obligations to the Offeror herein, where such non-compliance is reasonably likely to prevent or materially delay consummation of the Offer.