Termination of the Merger Sample Clauses
The 'Termination of the Merger' clause defines the conditions under which the parties involved in a merger agreement may end the transaction before its completion. Typically, this clause outlines specific scenarios such as failure to obtain regulatory approvals, unmet closing conditions, or breaches of representations and warranties that would allow either party to terminate the agreement. Its core practical function is to provide a clear and mutually agreed-upon exit mechanism, thereby managing risk and ensuring that both parties understand their rights and obligations if the merger cannot proceed as planned.
Termination of the Merger. If any condition in Section 4.1 has not been fulfilled, or, in the opinion of a majority of the Board of Directors of any of the parties:
(a) any action, suit, proceeding or claim has been instituted, made or threatened relating to the proposed merger which makes consummation of the merger inadvisable; or
(b) for any other reason consummation of the merger is deemed inadvisable; then this Merger Agreement may be terminated at any time before the merger becomes effective. Upon termination, this Merger Agreement shall be void and of no further effect, and there shall be no liability by reason of this Merger Agreement or the termination thereof on the part of the parties or their respective directors, officers, employees, agents or stockholders.
Termination of the Merger. If the Merger Agreement is terminated prior to the Effective Time or the Closing Date does not occur within fourteen (14) days after the Effective Time, this Agreement shall automatically become void and of no effect.
Termination of the Merger. This Agreement may be terminated at any time before the Merger becomes effective if any condition specified in Section 4 has not been fulfilled within a reasonable period of time (as determined by a majority of the Board of Directors of any of the parties), or prior to the Effective Date, a majority of the members of the Board of Directors of any of the parties hereto has determined that:
(a) The number of shares of Sturgis Common Stock voting against the Merger makes consummation of the Merger inadvisable;
(b) Any action, suit, proceeding or claim relating to the Merger described herein has been instituted, made or threatened which makes consummation of the Merger inadvisable; or
(c) For any other reason consummation of the Merger is inadvisable. Upon termination, this Agreement shall be void and of no further effect, and there shall be no liability by reason of this Agreement or the termination thereof on the part of the parties or their respective directors, officers, employees, agents or shareholders.
Termination of the Merger. 30 7.1. Termination....................................................................................30 7.2.
Termination of the Merger. Prior to the Effective Date, this Agreement may be terminated at any time by written notice by either the Bank or the Interim Bank to the other that its Board of Directors is of the opinion that:
(a) The number of Bank Shares that voted against approval of this Agreement, the number of Bank Shares with respect to which the holders thereof recorded their opposition to the Merger or the number with respect to which demand for payment of shares has been made is such that the consummation of the Merger is, in the sole opinion of such Board of Directors, inadvisable,
(b) Any action, suit, proceeding, or claim is commenced or threatened or any claim is made that could make consummation of the Merger, in the sole opinion of such Board of Directors, inadvisable;
(c) It is likely that a Regulatory Approval, in the sole opinion of such Board of Directors, will not be obtained, or if obtained, will contain or impose any condition or requirement that would materially and adversely affect the operations or business prospects of the Holding or the Continuing Bank following the Effective Date so as to render inadvisable the consummated of the Merger; or
(d) Any other reason exists that makes consummation of the Merger in the sole opinion of such Board of Directors, inadvisable. Upon such determination, this Agreement shall be void and there shall be no liability hereunder or on account of such termination on the part of the Bank, the Interim Bank, Holding, or the directors, officers, employees, agents or stockholders or any of them, except that in such event the Bank will pay fees and expenses incurred by itself, the Interim Bank and Holding in connection with the proposed reorganization.
Termination of the Merger. In the event that any condition specified in Section 4.1 hereof cannot be fulfilled, or prior to the Effective Time the Board of Directors of any of the parties hereto reaches any of the following determinations:
(a) The number of shares of common stock of the Bank voting against the Merger described herein makes consummation of the Merger inadvisable; or
(b) Any action, suit, proceeding or claim relating to the Merger, whether initiated or threatened, makes consummation of the Merger inadvisable; or
(c) Consummation of the Merger is inadvisable for any other reason; then this Agreement shall terminate. Upon termination, this Agreement shall be void and of no further effect, and there shall be no liability by reason of this Agreement or the termination hereof on the part of any of the parties hereto or their respective directors, officers, employees, agents or shareholders.
Termination of the Merger. In the event that any condition specified in Section 4.1 hereof cannot be fulfilled, or prior to the Effective Time the Board of Directors of any of the parties hereto reaches any of the following determinations:
(a) The number of shares of common stock of the Bank voting against the Merger described herein makes consummation of the Merger inadvisable; or
(b) Any action, suit, proceeding or claim relating to the Merger, whether initiated or threatened, makes consummation of the Merger inadvisable; or
(c) Consummation of the Merger is inadvisable for any other reason;
Termination of the Merger. Notwithstanding that this may have already been approved by the shareholders of CCB and Capital Co., this Merger Agreement may be terminated prior to the Effective Time:
(1) By mutual written consent of the Board of Directors of Capital Co. and CCB;
(2) In the event that any condition specified in Section 4.1 cannot be fulfilled, or prior to the Effective Date the Board of Directors of either of the parties hereto reaches any of the following determinations:
(a) Any action, suit, proceeding or claim relating to the Merger, whether initiated or threatened, makes consummation of the Merger inadvisable; or
(b) Consummation of the Merger is inadvisable for any other reason;
(3) By either party if the Merger has not been consummated by June 30, 2000.
Termination of the Merger. Prior to the Effective Date, this Agreement may be terminated at any time by written notice by either the Bank or Santander Mortgage to the other that its Board of Directors is of the opinion that:
(a) Any action, suit, proceeding, or claim is commenced or threatened or any claim is made that could make consummation of the Merger, in the sole opinion of such Board of Directors, inadvisable;
(b) It is likely that a Regulatory Approval, in the sole opinion of such Board of Directors, will not be obtained, or if obtained, will contain or impose any condition or requirement that would materially and adversely affect the operations or business prospects of the Bank following the Effective Date so as to render inadvisable the consummation of the Merger; or
(c) Any other reason exists that makes consummation of the Merger in the sole opinion of such Board of Directors, inadvisable. Upon such determination, this Agreement shall be void and there shall be no liability hereunder or on account of such termination on the part of the Bank or Santander Mortgage or the directors, officers, employees, agents or stockholders or any of them.
Termination of the Merger. Prior to the Effective Date, the Plan may be terminated at any time by written notice by either the Bank or the Interim Bank or Holding to the other parties hereto that its board of directors is of the opinion that:
(a) The number of Bank Common Shares and/or Bank Series A Preferred Shares that voted against approval of the Plan or the number with respect to which demand for payment of shares has been made is such that the consummation of the Merger is inadvisable, in the sole opinion of such board of directors.
(b) Any action, suit, proceeding, or claim is commenced or threatened or any claim is made that could make consummation of the Merger, in the sole opinion of such board of directors, inadvisable;
(c) It is likely that a Regulatory Approval, in the sole opinion of such board of directors, will not be obtained, or if obtained, has or will contain or impose a condition or requirement that would materially and adversely affect the operations or business prospects of Holding or the