Termination Prior to Closing. (a) If the Closing has not occurred by August 31, 2006, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of Sellers, and Procera.
Appears in 2 contracts
Samples: Stock Exchange Agreement (Procera Networks Inc), Stock Exchange Agreement (Procera Networks Inc)
Termination Prior to Closing. (a) If the Closing has not occurred by August 31January 6, 20062017, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Share Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of Sellers, BUTTE and ProceraINTERLOK.
Appears in 2 contracts
Samples: Share Exchange Agreement, Share Exchange Agreement (Butte Highlands Mining Company, Inc.)
Termination Prior to Closing. (a) If the Closing has not occurred by August 31September 30, 20062004, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SellersSELLER, GNCC, ZMC and Procera.the PRINCIPAL ZMC SHAREHOLDER; Execution Copy
Appears in 2 contracts
Samples: Stock Exchange Agreement (Zeolite Mining Corp.), Stock Exchange Agreement and Plan of Reorganization (Zeolite Mining Corp.)
Termination Prior to Closing. (a) If the Closing has not occurred by August 31May 15, 20062010, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SellersSELLER, DP, NGEI and Procera.the PRINCIPAL NGEI SHAREHOLDER;
Appears in 2 contracts
Samples: Stock Exchange Agreement (Idle Media, Inc.), Stock Exchange Agreement (Idle Media, Inc.)
Termination Prior to Closing. (a) If the Closing has not occurred by August 31May 15, 20061999, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has willfully or materially breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of Sellers, terms and Proceraconditions hereof.
Appears in 1 contract
Samples: Merger Agreement And (Nettaxi Inc)
Termination Prior to Closing. (a) If the Closing has not occurred by August July 31, 20062011, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of Sellers, SELLERS and ProceraMONAR.
Appears in 1 contract
Samples: Stock Exchange Agreement (Monar International Inc.)
Termination Prior to Closing. (a) If the Closing has not occurred by August March 31, 20062004, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SellersSELLER, LAIZHOU, ARBOR and Procera.the PRINCIPAL ARBOR SHAREHOLDER;
Appears in 1 contract
Samples: Stock Exchange Agreement and Plan of Reorganization (Arbor Inc)
Termination Prior to Closing. (a) If the Closing has not occurred by August 31December 30, 20062005, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the ExchangeAcquisition. Notwithstanding the above, such deadline may be extended one or more times, only times by mutual written consent of Sellers, Little Sheep and Procera.MediaG3;
Appears in 1 contract
Samples: Stock Purchase Agreement and Plan of Reorganization (MediaG3, Inc)
Termination Prior to Closing. (a) If all of the Closing has terms and conditions of this Agreement have not occurred been satisfied by August 31July 29, 20062016, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SellersSELLERS, JILP and ProceraAEOG. Further in the event of termination of this Agreement each party will return all consideration it received from the other.
Appears in 1 contract
Samples: Acquisition Agreement (Amazing Energy Oil & Gas, Co.)
Termination Prior to Closing. (a) If the Closing has not occurred by August December 31, 20062009, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SellersSELLER, ROPHE, and Procera.DTI ;
Appears in 1 contract
Termination Prior to Closing. (a) If all of the Closing has terms and conditions of this Agreement and Note, attached as Exhibit B hereto, have not occurred been satisfied by August 31, 2006, 2016 any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SellersSELLERS, JILP and ProceraAEOG. Further in the event of termination of this Agreement each party will return all consideration it received from the other.
Appears in 1 contract
Samples: Acquisition Agreement (Amazing Energy Oil & Gas, Co.)
Termination Prior to Closing. (a) If the Closing has not occurred by August 31December 30, 20062005, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the ExchangeAcquisition. Notwithstanding the above, such deadline may be extended one or more times, only times by mutual written consent of Sellers, Oriental Media and Procera.MediaG3;
Appears in 1 contract
Samples: Stock Purchase Agreement and Plan of Reorganization (MediaG3, Inc)
Termination Prior to Closing. (a) If the Closing has not occurred by August May 31, 20062014, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of Sellers, SELLERS and ProceraNSLI.
Appears in 1 contract
Termination Prior to Closing. (a) If the Closing has not occurred by August 31February 10, 20061997, any party either the Company or the Xxxxxxx Representative may terminate this Agreement at any time thereafter by giving written notice of termination to the other, ; provided, however, that no party Party may terminate this Agreement if such party Party has willfully or materially breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of Sellers, terms and Proceraconditions hereof.
Appears in 1 contract
Termination Prior to Closing. (a) If the Closing has not occurred by August 31November 30, 20062013, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of Sellers, SELLER and ProceraMONAR.
Appears in 1 contract
Samples: Stock Exchange Agreement (Monar International Inc.)
Termination Prior to Closing. (a) If the Closing has not occurred by August May 31, 20062001, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SellersSeller, WWDI and Procera.GRC;
Appears in 1 contract
Samples: Stock Exchange Agreement and Plan of Reorganization (Gallagher Research Corp)
Termination Prior to Closing. (a) If the Closing has not occurred by August 31September 30, 20062012, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of Sellers, SELLERS and ProceraKOKO.
Appears in 1 contract
Samples: Exchange Agreement (Koko Ltd.)
Termination Prior to Closing. (a) If the Closing has not occurred by August October 31, 20062016, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of Sellers, SELLER and ProceraLIBE.
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Termination Prior to Closing. (a) If the Closing has not occurred by August 31February 21, 20062011, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SellersSELLERS, ADGLLC, WFSI and Procera.the PRINCIPAL WFSI STOCKHOLDER;
Appears in 1 contract
Samples: Merger Agreement (Wellstone Filter Sciences Inc /De/)
Termination Prior to Closing. (a) If the Closing has not occurred by August December 31, 20062010, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of Sellers, SELLER and ProceraVMII.
Appears in 1 contract
Samples: Stock Exchange Agreement (Virtual Medical International, Inc.)
Termination Prior to Closing. (a) If the Closing has not occurred by August 31September 30, 2006, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of Sellers, Sellers and Procera.
Appears in 1 contract
Termination Prior to Closing. (a) If the Closing has not occurred by August 31September 15, 20062009, any party may terminate this Agreement at any time thereafter by giving written notice of termination to the other, provided, however, that no party may terminate this Agreement if such party has breached any material terms or conditions of this Agreement and such breach has prevented the timely closing of the Exchange. Notwithstanding the above, such deadline may be extended one or more times, only by mutual written consent of SellersMBT SHAREHOLDERS, MBT, and Procera.ESI;
Appears in 1 contract