1Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to xxx for any breach by any other party (or parties).
1Termination. This Agreement may be terminated at any time prior to the Effective Time:
(a) by mutual consent of SYBT and KTYB in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of Directors;
(b) by either SYBT or KTYB if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger or the Bank Merger and the denial has become final and nonappealable, or any Governmental Entity of competent jurisdiction shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein;
(c) by either SYBT or KTYB if the Merger shall not have been consummated on or before January 1, 2022 (the “Outside Date”), unless the failure of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside Date;
(d) by either SYBT or KTYB if the Requisite KTYB Vote shall not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereof; provided, that no party may terminate this Agreement pursuant to this Section 7.1(d) if the party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof;
(e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYB, in the case of a termination by SYBT, or SYBT, in the case of a terminati...
1Termination. Provided that the Operating Partnership is not in default, this Agreement may be terminated prior to the Closing Date at the Operating Partnership’s option (and the Xxxxxxx Money immediately returned to the Operating Partnership in full) in the event of any of the following occurrences:
7.1. 1The Contributor fails to comply with any of the Contributor’s obligations hereunder;
1Termination. This Agreement may be terminated at any time prior to the Closing only as follows:
(a) by mutual written consent of Purchaser and Merger Sub, on the one hand, and the Company, on the other hand;
(b) by Purchaser and Merger Sub, providing written notice to the Company, if the Stockholders Consent has not been obtained by the Requisite Majority within forty-eight (48) hours of the execution and delivery of this Agreement by Purchaser and Merger Sub;
(c) by Purchaser and Merger Sub, providing written notice to the Company, if there has been a breach of the representations and warranties or covenants and agreements by the Company set forth in this Agreement, which would result in the failure of the conditions set forth in Sections 7.3(a) or 7.3(b) to be satisfied (so long as Purchaser and Merger Sub are not in material breach of their respective obligations under this Agreement and have provided the Company with written notice of its breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured;
(d) by the Company, providing written notice to Purchaser and Merger Sub, if there has been a breach of the representations and warranties or covenants and agreements by Purchaser or Merger Sub set forth in this Agreement, which would result in the failure of the conditions set forth in Sections 7.2(a) or 7.2(b) to be satisfied (so long as the Company is not in material breach of its obligations under this Agreement, and has provided Purchaser and Merger Sub with written notice of their breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured;
(e) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, in the event that (i) any permanent injunction or action by any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby becomes final and nonappealable, (ii) any Law makes consummation of the transactions contemplated hereby illegal or otherwise prohibited, or (...
1Termination. This Agreement shall terminate upon the earlier to occur of (i) the termination of the Merger Agreement in accordance with its terms and (ii) the date that is [three (3) years/eighteen (18) months] following the Effective Time.
1Termination. Either party may terminate this Agreement immediately if (i) the other party breaches any material provision and fails to cure its breach within twenty (20) days after receiving the other party’s written notice identifying the breach, and/or (ii) for any or no reason, upon sixty (60) days’ prior written notice. In addition, Ellevation may suspend Customer’s access to the Platform immediately if Customer fails to make a payment for more than thirty (30) calendar days following its due date
1Termination. Either party shall have the right to terminate this Agreement upon written notice, with or without "Cause" (as defined below), before the expiration of the Term. Whatever the circumstances of the termination may be, Board Member shall continue to be bound after termination by Articles 5, 6, 7, and 8 of this Agreement. Except as set forth in Section 3.2, any compensation accrued and or due to be paid under this 3-year agreement shall survive termination of this agreement. Board Member acknowledges that the Company has made no promise to Board Member that he will be retained for any particular amount of time and that the Company may terminate Board Member' s services for any reason whatsoever. The date of any termination pursuant to this Section 3.1 shall be referred to as the "Termination Date".
1Termination. This Agreement may be terminated and abandoned at any time prior to the Effective Time of the Share Exchange:
(a) by mutual written consent of RDAR and Acquired Company;
(b) by either RDAR or Acquired Company if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Share Exchange and such order, decree, ruling or other action shall have become final and non-appealable;
(c) by either RDAR or Acquired Company if the Share Exchange shall not have been consummated on or before January 31, 2025 (other than as a result of the failure of the party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Effective Time).
(d) by RDAR, if a material adverse change shall have occurred relative to Acquired Company (and not curable within 10 days);
(e) by Acquired Company if a material adverse change shall have occurred relative to RDAR (and not curable within thirty 10 days);
(f) by RDAR, if Acquired Company willfully fails to perform in any material respect any of its material obligations under this Agreement; or
(g) by Acquired Company, if RDAR willfully fails to perform in any material respect any of its obligations under this Agreement.
1Termination. Subject to the respective continuing obligations of the parties under this Agreement, this Agreement and Employee's employment hereunder may be terminated as of the applicable date, whether before or at the end of the Term (the "Separation Date") under any of the following circumstances:
1Termination. Either party shall have the right to terminate this Agreement upon written notice, with or without "Cause" (as defined below), before the expiration of the Term. Whatever the circumstances of the termination may be Employee shall continue to be bound after termination by Articles 5, 6, 7, and 8 of this Agreement. Employee acknowledges that the Company has made no promise to Employee that he will be retained for any particular amount of time and that the Company may terminate Employee's services for any reason whatsoever. The date of any termination pursuant to this Section 3.1 shall be referred to as the "Termination Date".
