Abandonment of Exchange. Notwithstanding satisfaction of the other conditions specified in Section8 of this Agreement and Share Exchange may be amended or terminated, and the Exchange abandoned, any time prior to the filing of the Certificate of Exchange with the New York Department of State. No amendment may be adopted, however, that materially and adversely affects the rights of the shareholders of Corning Gas, taken as a whole, as determined in the sole judgment of the Board of Directors of Corning Gas.
Abandonment of Exchange. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Exchange abandoned at any time prior to the Closing, whether before or after adoption and approval of this Agreement by the shareholders of AvStar:
Abandonment of Exchange. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Exchange abandoned at any time prior to the Effective Time:
Abandonment of Exchange. If the Closing of the initial Exchange has not occurred within two years after the Notice Date, either ATI or USW may elect, subject to the following sentence, by written notice to the other, to abandon the pending Exchange, in which event this Agreement shall be operative thereafter as if the notice delivered pursuant to Section 1.2 never had been delivered; provided, however, that in the event the Expiration Date shall have occurred within the foregoing two-year period, such two-year period may be extended, subject to the following sentence, at the option of either party, by written notice to the other delivered prior to the expiration of such two-year period, for one additional year. Notwithstanding the foregoing, the right to abandon the Exchange, or to extend the two-year period for one additional year, pursuant to this Section 4.4 shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or results in, the failure of the Closing to have occurred within such period.
Abandonment of Exchange. Notwithstanding anything to the contrary or implied in this Agreement and Plan, this Agreement and Plan may be abandoned without further liability and obligation prior to the Closing by the board of directors of either corporation adopting a resolution and giving notice to the other corporation and filing a statement of change with the secretary of state. The Agreement and Plan may be abandoned in the event or on the contingency that: A. A material adverse change occurs in the business, properties, operations, or financial condition of the other corporation; B. Any drastic of substantial change occurs in the economic or political condition generally of Colorado or the United States of America which would affect the advisability of completing the contemplated Exchange. C. On the discovery that any financial statements, or other information furnished by the other corporation is highly inaccurate, misleading in material respect, or omits important relevant data or information; D. Either of the corporations becomes involved in any litigation not previously disclosed to the other, either pending or threatened, which would materially affect the fmancial condition or reputation of the other corporation; or E. Any action of suit to enjoin or restrain or restrict the contemplated Exchange has been filed in any court or agency having jurisdiction in the matter. 5 12.
