Termination Prior to the Closing Sample Clauses

Termination Prior to the Closing. This Agreement shall terminate prior to the Closing if the Closing does not occur within 40 calendar days from the date hereof.

Termination Prior to the Closing. Notwithstanding any other provision of this Agreement, this Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent of Investor and the Company; (b) by Investor or the Company, upon written notice to the other Party, if the Closing shall not have been consummated on or prior to the date that is ninety (90) days after the date hereof (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 5.1(b) shall not be available to any Party whose breach of any provision of this Agreement results in or causes the failure of the Closing to occur by such time; (c) by Investor or the Company, upon written notice to the other Party, if a Governmental Authority of competent jurisdiction has issued an Order or any other action permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, and such Order has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 5.1(c) shall not be available to any Party whose breach of any provision of this Agreement results in or causes such Order or other action; (d) by Investor or the Company, upon written notice to the other Party, if the Pioneer Merger Agreement has been duly terminated in accordance with its terms; (e) by Investor, upon written notice to the Company, if (i) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, such that the conditions to Closing set forth in Section 1.3(a) would not be satisfied and (ii) such breach is not cured (if curable) within ten (10) days after delivery of such notice; provided that this Section 5.1(e) shall only apply if Investor is not in material breach of any of its obligations under this Agreement; or (f) by the Company, upon written notice to Investor, if (i) there has been a breach of any representation, warranty, covenant or agreement made by Investor in this Agreement, such that the conditions to Closing set forth in Section 1.3(b) would not be satisfied and (ii) such breach is not cured (if curable) within ten (10) days after delivery of such notice; provided that this Section 5.1(f) shall only apply if the Company is not in material breach of any of its obligations under this Agreement.

Termination Prior to the Closing. This DIFX Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of Nasdaq and DIFX. (b) by either Nasdaq, on the one hand, or DIFX, on the other hand, at any time prior to the Closing, if the Closing shall not have occurred by February 15, 2008; provided, however, that if the corresponding date Table of Contents set forth in Section 7.01 of the OMX Transaction Agreement is extended to April 15, 2008 pursuant to the terms of such agreement, the date set forth in this Section 7.01(b) also shall automatically be extended to April 15, 2008 without action by any of the Parties. (c) by Nasdaq, if any of the conditions set forth in Section 6.01 or 6.03 shall become incapable of being satisfied prior to the Closing. (d) by DIFX, if any of the conditions set forth in Section 6.01(a), 6.01(b), 6.01(d) or 6.02 shall become incapable of being satisfied prior to the Closing. (e) The Party desiring to terminate this DIFX Agreement pursuant to this Section 7.01 shall give written notice of such termination to the other Parties.

Termination Prior to the Closing. If the Closing shall not have occurred on or prior to June 30, 2005, this Agreement and all obligations of the Parties hereunder, except the obligations under this Section 2.2(d) and Sections 8, 9, 10, 11 and 12.7, shall terminate, unless extended by mutual agreement of the Parties; provided, however, that such termination shall not constitute a waiver of any rights any Party have by reason of a breach of this Agreement.

Termination Prior to the Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated, and the Transaction abandoned: (i) at any time before the Closing, by mutual consent of Buyer and ISA without penalty or payment; (ii) at any time before the Closing, by Buyer, on the one hand, or ISA, on the other hand, in the event of material breach of this Agreement by the non‑terminating Party, which breach is not cured by the breaching Party within 15 days following receipt of written notice of the alleged breach sent by the Party alleging breach, provided that the terminating Party shall not itself be in material breach of its representations, warranties, covenants or obligations hereunder; (iii) by Buyer, on the one hand, or ISA, on the other hand, if the Closing shall not have taken place on or before the Closing Date Deadline, provided that the terminating Party shall not be in material breach of its representations, warranties, covenants or obligations under this Agreement; provided, however, that if all conditions to Closing other than the conditions set forth in Section 6.05 or Section 7.07 have been satisfied or are able to be satisfied as of the Closing Date Deadline, then ISA (if Section 6.05 has not been satisfied) or Buyer (if Section 7.05 has not been satisfied) may extend the Closing Date Deadline for one additional 30-day period via notice in writing (which may be provided via email) to the other Party; or (iv) at any time before the Closing, by Sellers, pursuant to a Board Termination. (b) If this Agreement is validly terminated pursuant to Section 8.05(a)(i), this Agreement will be null and void, and there will be no liability on the part of any Party (or any of their respective Equity holders, officers, directors, managers, trustees, employees, agents, consultants or other representatives). If this Agreement is validly terminated pursuant to Section 8.05(a)(ii), in addition to termination hereof, the terminating Party shall have at its disposal all rights and remedies available to it at law or in equity. In addition, if this Agreement is validly terminated pursuant to Section 8.05(a)(iii), this Agreement will be null and void, and there will be no liability on the part of any Party (or any of their respective Equity holders, officers, directors, managers, trustees, employees, attorneys, agents, consultants or other representatives), unless the non-terminating Party is in material breach of the Agreement at the time of termination, in which case th...

Termination Prior to the Closing. Anything herein to the contrary notwithstanding, this Agreement may be terminated as follows prior to the Closing Date:

Termination Prior to the Closing. This Agreement and the purchase and sale of the Units at the Closing may be terminated at any time following the Execution Date and prior to the Closing: (a) by mutual written consent of the Company and Longitude; or (b) by Longitude or the Company, if the Closing shall not have been consummated on or prior to July 10, 2009 or such other date, if any, as Longitude and the Company may agree in writing, provided that the right to terminate this Agreement pursuant to this Section 6.1(b) shall not be available to any party hereto whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in the failure of the Closing to be consummated.

Termination Prior to the Closing. This Agreement may be terminated forthwith upon sending notice in writing to the other parties by any Party, if the Closing shall not have occurred on or before April 7, 2005, and the failure to consummate the Closing on or before such date did not result from the failure by the Party seeking such termination to fulfill any condition set forth in Section V or VI hereof.

Termination Prior to the Closing. This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of Nasdaq and Borse Dubai; (b) by either Nasdaq, on the one hand, or Borse Dubai, on the other hand, at any time prior to the Closing, if the Closing shall not have occurred by February 15, 2008; provided, however, that if on such date the Trigger Date shall have occurred but the Closing shall not have occurred, such date shall automatically be extended to April 15, 2008 without action by any of the Parties; (c) by Nasdaq, if: (i) prior to the Trigger Date, any of the Conditions Precedent that grant Nasdaq the right to terminate this Agreement, as set forth on Exhibit A, shall become incapable of being satisfied prior to February 15, 2008; or (ii) following the Trigger Date and prior to the Closing, any of the Conditions Precedent to the Closing that grant Nasdaq the right to terminate this Agreement, as set forth on Exhibit A, shall become incapable of being satisfied prior to the Closing; or (d) by Borse Dubai, if: (i) prior to the Trigger Date, any of the Conditions Precedent that grant Borse Dubai the right to terminate this Agreement, as set forth on Exhibit A, shall become incapable of being satisfied prior to February 15, 2008; or (ii) following the Trigger Date and prior to the Closing, any of the Conditions Precedent to the Closing that grant Borse Dubai the right to terminate this Agreement, as set forth on Exhibit A, shall become incapable of being satisfied prior to the Closing. The Party desiring to terminate this Agreement pursuant to this Section 7.01 shall give written notice of such termination to the other Parties.