Abandonment of Exchange Sample Clauses

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. [Signature Page Follows]
Sample 1
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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: (a) By mutual consent of the Equity Owners, Network, Church and Mead; or (b) Xx xhe Equity Owners if any of the conditions set forth in Section 9.1 or 9.2 are not satisfied in any respect or waived by them on or before the Closing, or if the Closing has not occurred before the end of business hours on the Closing Date, other than due to a breach of this Agreement by the Equity Owners; or (c) By the Boards of Directors of Network if any of the conditions set forth in Section 9.1 or 9.3 are not satisfied in any respect or waived by Network on or before the Closing, or if the Closing has not occurred before the end of business hours on the Closing Date, other than due to a breach of this Agreement by either of Network; or (d) By the Board of Directors of Network, if such Board of Directors determine that the consummation of the transaction provided for herein would not, for any reason, be in the best interests of Network and its shareholders.
Sample 1
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
Sample 1
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: (a) By mutual consent of the Boards of Directors of AvStar and Pangea; or (b) By the Board of Directors of AvStar if any of the conditions set forth in Section 6.1 or 6.2 are not satisfied in any respect or waived by AvStar on or before the Closing, or if the Closing has not occurred before the end of December 31, 2008, other than due to a breach of this Agreement by AvStar; or (c) By the Board of Directors of Pangea if any of the conditions set forth in Section 6.1 or 6.3 are not satisfied in any respect or waived by the Pangea on or before the Closing, or if the Closing has not occurred before the end of business hours on December 31, 2008, other than due to a breach of this Agreement by Pangea; or (d) By the Board of Directors of AvStar, if such Board of Directors determines that the consummation of the transaction provided for herein would not, for any reason, be in the best interests of AvStar and its shareholders.
Sample 1
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.
Sample 1

Related to Abandonment of Exchange

  • Abandonment If the assigned bedroom space or an apartment is abandoned or Resident’s right to use them has been terminated, Owner may, without notice, secure the bedroom space and/or apartment with new locks, store or dispose of any personal property left in the bedroom space or apartment by Resident or Resident's Guests, and re-assign the bedroom space and/or apartment to others for use. Any such abandoned property or personal possessions will be stored and disposed of by Owner as provided by law. Owner, in its sole reasonable discretion in accordance with applicable law, will determine when a bedroom and/or apartment is abandoned, which may take into consideration any one of the following: the removal of personal property from the bedroom space other than in the usual course of continuing use, the failure to pay housing charges or other charges, discontinuance of any utility service, and failure to respond to any notices, phone calls, or correspondence from Owner or its representatives.

  • Abandonment of Employment Where an employee absents him/herself from work for a continuous period exceeding three working days without the consent of the employer and without notification to the employer, and without good cause, he/she shall be deemed to have terminated his/her employment without notice.

  • Abandonment of Premises If the property becomes vacant during the term of this lease, and if at the time of the vacancy Tenant are in default in the payment of any installment of rent, then the rent for the entire term shall become at once due and payable and Landlord may proceed to collect rent for said entire premises, with or without process of law, to take possession thereof, to remove any and all property there from and store as required by law, to lease the premises as agent of Tenant, and to apply the proceeds received from such letting toward the payment of Tenant' rent under this lease; such re-entry and re-letting shall not discharge Tenant from liability for rent, nor from any other obligation under the terms of this lease.

  • Abandonment or Default If Provider abandons work or defaults on the Contract, the GLO may terminate the Contract without notice. Provider will not be considered in any re-solicitation of the services described herein and may not be considered in future solicitations for similar services, unless the specification or scope of work changes significantly. The GLO will determine the period of suspension based on the seriousness of the abandonment or default.

  • Abandonment of Position An employee who fails to report for duty for three consecutive working days without informing the Employer of the reason for their absence will be presumed to have abandoned their position. An employee will be afforded the opportunity within 10 days to rebut such presumption and demonstrate that there were reasonable grounds for not informing the Employer.

  • Abandonment of Property We need not accept any property abandoned by an "insured".

  • Termination and Data Destruction Upon Project Close-out, the Requester and Approved Users agree to destroy all copies, versions, and Data Derivatives of the dataset(s) retrieved from NIH-designated controlled-access databases, on both local servers and hardware, and if cloud computing was used, delete the data and cloud images from cloud computing provider storage, virtual and physical machines, databases, and random access archives, in accord with the NIH Security Best Practices for Controlled-Access Data Subject to the NIH Genomic Data Sharing (GDS) Policy. However, the Requester may retain these data as necessary to comply with any institutional policies (e.g., scientific data retention policy), law, and scientific transparency expectations for disseminated research results, and/or journal policies. A Requester who retains data for any of these purposes continues to be a xxxxxxx of the data and is responsible for the management of the retained data in accordance with the NIH Security Best Practices for ControlledAccess Data Subject to the NIH Genomic Data Sharing (GDS) Policy, and any institutional policies. Any retained data may only be used by the PI and Requester to support the findings (e.g., validation) resulting from the research described in the DAR that was submitted by the Requester and approved by NIH. The data may not be used to answer any additional research questions, even if they are within the scope of the approved Data Access Request, unless the Requester submits a new DAR and is approved by NIH to conduct the additional research. If a Requester retains data for any of these purposes, the relevant portions of Terms 4, 5, 6, 7, 8, and 12 remain in effect after termination of this Data Use Certification Agreement. These terms remain in effect until the data is destroyed.

  • Right of Entry The Landlord shall have the right to enter the Premises during normal working hours by providing at least twenty-four (24) hours notice in order for inspection, make necessary repairs, alterations or improvements, to supply services as agreed or for any reasonable purpose. The Landlord may exhibit the Premises to prospective purchasers, mortgagees, or lessees upon reasonable notice.

  • Termination or Abandonment Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the Merger by the stockholders of the Company: (a) by the mutual written consent of the Company and Parent; (b) by either Parent or the Company if the Merger shall not have been consummated on or prior to June 30, 2012 (the “End Date”), provided, however, that if all of the conditions to Closing, other than the condition set forth in Section 6.1(c), shall have been satisfied or shall be capable of being satisfied at such time, the End Date may be extended by Parent or the Company from time to time by written notice to the other party up to a date not beyond December 31, 2012, the latest of any of which dates shall thereafter be deemed to be the End Date; and provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party if the failure of the Closing to occur by such date shall be due to the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in this Agreement; (c) by either the Company or Parent if an injunction shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger and such injunction shall have become final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall have used its reasonable best efforts to remove such injunction to the extent such party is required to use its reasonable best efforts pursuant to this Agreement; (d) by either the Company or Parent if the Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval shall not have been obtained; (e) by the Company, if Parent shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.1 or Section 6.2 and (ii) by its nature, cannot be cured prior to the End Date or, if by its nature such breach or failure is capable of being cured by the End Date, Parent does not diligently attempt or ceases to diligently attempt to cure such breach or failure after receiving written notice from the Company describing such breach or failure in reasonable detail (provided that the Company is not then in material breach of any representation, warranty, covenant or other agreement contained herein); (f) by Parent, if the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.1 or Section 6.2(f) and (ii) by its nature, cannot be cured prior to the End Date or, if by its nature such breach or failure is capable of being cured by the End Date, the Company does not diligently attempt or ceases to diligently attempt to cure such breach or failure after receiving written notice from Parent describing such breach or failure in reasonable detail (provided that Parent is not then in material breach of any representation, warranty, covenant or other agreement contained herein); (g) by Parent, (i) prior to the Company Stockholder Approval, in the event of a Change of Recommendation or if the Board of Directors of the Company shall have approved or recommended to its shareholders an Acquisition Transaction, or (ii) the Company shall have willfully and materially breached any of its obligations under Section 5.4; and (h) by the Company, prior to obtaining the Company Stockholder Approval and if the Company has complied with its obligations under Section 5.4, in order to enter into a definitive agreement with respect to a Superior Offer; provided that any such purported termination by the Company pursuant to this Section 7.1(h) shall be void and of no force or effect unless the Company pays to Parent the expense reimbursement in accordance with Section 7.3(a) and the Breakup Fee in accordance with Section 7.3(c).

  • Breach by Authorized User An Authorized User’s breach shall not be deemed a breach of the Centralized Contract; rather, it shall be deemed a breach of the Authorized User’s performance under the terms and conditions of the Centralized Contract.

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