Ability to Terminate. The Parties may terminate this Agreement as provided below: (a) Parent, Seller and Investor may terminate this Agreement by mutual written consent at any time prior to the Closing; (b) Investor may terminate this Agreement by giving written notice to Seller if any of the conditions set forth in Section 4.1 shall have become incapable of fulfillment on or before the End Date, and shall not have been waived by Investor in its sole discretion (unless the failure of any such condition to have been fulfilled results primarily from Investor breaching any representation, warranty, or covenant contained in this Agreement); (c) Parent and Seller may terminate this Agreement by giving written notice to Investor if any of the conditions set forth in Section 4.2 shall have become incapable of fulfillment on or before the End Date, and shall not have been waived by Parent and Seller, each in its sole discretion (unless the failure of any such condition to have been fulfilled results primarily from Parent or Seller breaching any representation, warranty, or covenant contained in this Agreement); (d) If any one of the Pro Forma Credit Ratings is lower than the applicable Target Rating, then Investor may terminate this Agreement by giving written notice to Seller and Parent on or before midnight on the later of (i) September 30, 2005 and (ii) the date that is two weeks after the date that Pro Forma Credit Ratings have been received from each of the Applicable Rating Agencies (and this termination right shall expire if such written notice is not received by Seller and Parent on or before such time); (e) Parent and Seller, on the one hand, or Investor, on the other hand, may terminate this Agreement if the Pro Forma Credit Ratings have not been received from each of the Applicable Rating Agencies on or before September 30, 2005, unless the failure to obtain any such Pro Forma Credit Rating results primarily from such Party’s breach of any representation, warranty or covenant contained in this Agreement; and (f) Parent and Seller, on the one hand, or Investor, on the other hand, may terminate this Agreement if the Closing does not occur on or prior to March 31, 2006 (the “End Date”).
Appears in 1 contract
Ability to Terminate. The Parties (i) This Agreement may terminate this Agreement as provided below:
(a) Parent, Seller and Investor may terminate this Agreement by mutual written consent be terminated at any time prior to the Closing;Closing Date by mutual written consent of the Seller and the Buyers.
(bii) Investor This Agreement may be terminated by the Seller or the Buyers if the Closing has not occurred on or before four months following the date of this Agreement (the “Termination Date”); provided that the right to terminate this Agreement by giving written notice under this Section 10(a)(ii) will not be available to Seller if a Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the conditions set forth in Section 4.1 shall have become incapable of fulfillment Closing to occur on or before the End Termination Date.
(iii) This Agreement may be terminated by either the Seller or the Buyers if one or more courts of competent jurisdiction in the United States, any foreign court with jurisdiction over a party, or any State has issued an Order permanently restraining, enjoining, or otherwise prohibiting the Closing, and shall not have such Order has become final and nonappealable.
(iv) This Agreement may be terminated by the Buyers if there has been waived a breach by Investor in its sole discretion (unless the failure Seller of any such condition to have been fulfilled results primarily from Investor breaching any representation, warranty, or covenant contained made by it in this Agreement);Agreement which has prevented the satisfaction of any condition to the obligations of the Buyers to effect the Closing and such breach has not been cured by the Seller or waived by the Buyers within 20 Business Days after all other conditions to Closing have been satisfied or are capable of being satisfied.
(cv) Parent and This Agreement may be terminated by the Seller may terminate this Agreement if there has been a breach by giving written notice to Investor if any the Buyers of the conditions set forth in Section 4.2 shall have become incapable of fulfillment on or before the End Date, and shall not have been waived by Parent and Seller, each in its sole discretion (unless the failure of any such condition to have been fulfilled results primarily from Parent or Seller breaching any representation, warranty, or covenant contained made by it in this Agreement);
(d) If Agreement which has prevented the satisfaction of any one condition to the obligations of the Pro Forma Credit Ratings is lower than Seller to effect the applicable Target Rating, then Investor may terminate this Agreement Closing and such breach has not been cured by giving written notice the Buyers or waived by the Seller within 20 Business Days after all other conditions to Seller and Parent on or before midnight on the later of (i) September 30, 2005 and (ii) the date that is two weeks after the date that Pro Forma Credit Ratings Closing have been received from each satisfied or are capable of the Applicable Rating Agencies (and this termination right shall expire if such written notice is not received by Seller and Parent on or before such time);
(e) Parent and Seller, on the one hand, or Investor, on the other hand, may terminate this Agreement if the Pro Forma Credit Ratings have not been received from each of the Applicable Rating Agencies on or before September 30, 2005, unless the failure to obtain any such Pro Forma Credit Rating results primarily from such Party’s breach of any representation, warranty or covenant contained in this Agreement; and
(f) Parent and Seller, on the one hand, or Investor, on the other hand, may terminate this Agreement if the Closing does not occur on or prior to March 31, 2006 (the “End Date”)being satisfied.
Appears in 1 contract
Ability to Terminate. The Parties This Agreement may terminate this Agreement as provided below:
(a) Parent, Seller and Investor may terminate this Agreement by mutual written consent be terminated at any time prior to the ClosingClosing by:
(a) mutual written consent of the Company and the Investor;
(b) Investor either the Company or the Investor, upon written notice to the other no earlier than three (3) Business Days after January 31, 2008 (the “Original Termination Date”), if the Original Termination Date cannot be or has not been validly extended pursuant to this Section 10.1(b), and if the Transaction shall not have been consummated by the Original Termination Date; provided, however, that the Original Termination Date may be extended to March 31, 2008 (the “Final Termination Date”) by either the Company or the Investor, upon written notice to the other on or within two (2) Business Days after the Original Termination Date, if the Transaction shall not have been consummated by the Original Termination Date solely as the result of a failure to satisfy the condition set forth in Section 9.1 as of the Original Termination Date; provided further, however, that the right to terminate this Agreement by giving under this Section 10.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Original Termination Date or the Final Termination Date, as applicable;
(c) either the Company or the Investor, upon written notice to Seller the other, if any of the mutual conditions to the Closing set forth in Section 9 shall have become incapable of fulfillment by the Original Termination Date or, if the Original Termination Date has been validly extended pursuant to Section 10.1(b), the Final Termination Date, and shall not have been waived in writing by the other party; provided, however, that the right to terminate this Agreement under this Section 10.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Original Termination Date or the Final Termination Date, as applicable;
(d) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 4.1 shall have become incapable of fulfillment on 7.1 or before 7.2, as applicable, could not be satisfied by the End Closing Date, and shall not have been waived by Investor in its sole discretion (unless the failure i) upon a breach of any such condition to have been fulfilled results primarily from covenant or agreement on the part of the Investor breaching any representation, warranty, or covenant contained set forth in this Agreement);
, or (cii) Parent and Seller may terminate this Agreement by giving written notice to if any representation or warranty of the Investor if or Sanofi US shall have been or become untrue, in each case such that any of the conditions set forth in Section 4.2 shall have become incapable of fulfillment on 8.1, 8.2, 8.3 or before 8.4, as applicable, could not be satisfied by the End Closing Date, and shall not have been waived by Parent and Seller, each in its sole discretion (unless the failure of any such condition to have been fulfilled results primarily from Parent or Seller breaching any representation, warranty, or covenant contained in this Agreement);
(d) If any one of the Pro Forma Credit Ratings is lower than the applicable Target Rating, then Investor may terminate this Agreement by giving written notice to Seller and Parent on or before midnight on the later of (i) September 30, 2005 and (ii) the date that is two weeks after the date that Pro Forma Credit Ratings have been received from each of the Applicable Rating Agencies (and this termination right shall expire if such written notice is not received by Seller and Parent on or before such time);
(e) Parent and Sellerthe Company, on upon written notice to the one hand, or Investor, on if the other handInvestor or any of its Affiliates has breached Section 20.16 of the Aventis Collaboration Agreement (for avoidance of doubt, may the Company shall not have the right to terminate this Agreement if the Pro Forma Credit Ratings have not been received from each as a result of a de minimis breach of Section 20.16(a) of the Applicable Rating Agencies on Aventis Collaboration Agreement or before September 30, 2005, unless the failure to obtain any such Pro Forma Credit Rating results primarily from such Party’s an inadvertent breach of Section 20.16(g) of the Aventis Collaboration Agreement arising from informal discussions covering general corporate or other business matters the purpose of which is not intended to effectuate or lead to any representation, warranty or covenant contained of the actions referred to in this paragraphs (a) through (e) of Section 20.16 of the Aventis Collaboration Agreement); provided that any action taken in connection with the Transaction shall not be deemed to be a violation of Section 20.16 of the Aventis Collaboration Agreement; and
(f) Parent the Investor, upon written notice to the Company, so long as the Investor and SellerSanofi US are not then in breach of their representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 8.1 or 8.2, as applicable, could not be satisfied by the Closing Date, upon a breach of any covenant or agreement on the one handpart of the Company set forth in this Agreement, or Investorif any representation or warranty of the Company shall have been or become untrue, on in each case such that any of the other handconditions set forth in Section 7.1, may terminate this Agreement if 7.2, 7.3 or 7.4, as applicable, could not be satisfied by the Closing does not occur on or prior to March 31, 2006 (the “End Date”).
Appears in 1 contract
Samples: Stock Purchase Agreement (Regeneron Pharmaceuticals Inc)
Ability to Terminate. The Parties This Subscription Agreement may terminate this Agreement as provided below:
(a) Parent, Seller and Investor may terminate this Agreement by mutual written consent be terminated at any time prior to the ClosingClosing by:
(i) mutual written consent of the Company and Subscriber;
(bii) Investor may terminate this Agreement by giving either the Company or Subscriber, upon written notice to Seller the other no earlier than the Closing Date (the “Termination Date”), if the Subscription shall not have been consummated by the Termination Date; provided, however, that the right to terminate this Subscription Agreement under this Section 7.1(ii) shall not be available to any party whose failure to fulfill any obligation under this Subscription Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(iii) either the Company or Subscriber, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 3.2.1 shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party; provided, however, that the right to terminate this Subscription Agreement under this Section 7.1(iii) shall not be available to any party whose failure to fulfill any obligation under this Subscription Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(iv) the Company, upon written notice to Subscriber, so long as the Company is not then in material breach of its representations, warranties, covenants or agreements under this Subscription Agreement such that any of the conditions set forth in Section 3.2.1 or 3.2.3 could not be satisfied by the Termination Date, (i) upon a breach of any covenant or agreement on the part of Subscriber set forth in this Subscription Agreement, or (ii) if any of the conditions set forth in Section 4.1 shall have become incapable of fulfillment on 3.2.1 or before 3.2.2 could not be satisfied by the End Termination Date, and shall not have been waived by Investor in its sole discretion (unless the failure of any such condition to have been fulfilled results primarily from Investor breaching any representation, warranty, or covenant contained in this Agreement);; or
(cv) Parent and Seller may terminate this Agreement by giving Subscriber, upon written notice to Investor the Company, so long as Subscriber is not then in material breach of its representations, warranties, covenants or agreements under this Subscription Agreement such that any of the conditions set forth in Section 3.2.1 or 3.2.2 could not be satisfied by the Termination Date, (i) upon a breach of any covenant or agreement on the part of the Company set forth in this Subscription Agreement, or (ii) if any of the conditions set forth in Section 4.2 shall have become incapable of fulfillment on 3.2.1 or before 3.2.3 could not be satisfied by the End Termination Date, and shall not have been waived by Parent and Seller, each in its sole discretion (unless the failure of any such condition to have been fulfilled results primarily from Parent or Seller breaching any representation, warranty, or covenant contained in this Agreement);
(d) If any one of the Pro Forma Credit Ratings is lower than the applicable Target Rating, then Investor may terminate this Agreement by giving written notice to Seller and Parent on or before midnight on the later of (i) September 30, 2005 and (ii) the date that is two weeks after the date that Pro Forma Credit Ratings have been received from each of the Applicable Rating Agencies (and this termination right shall expire if such written notice is not received by Seller and Parent on or before such time);
(e) Parent and Seller, on the one hand, or Investor, on the other hand, may terminate this Agreement if the Pro Forma Credit Ratings have not been received from each of the Applicable Rating Agencies on or before September 30, 2005, unless the failure to obtain any such Pro Forma Credit Rating results primarily from such Party’s breach of any representation, warranty or covenant contained in this Agreement; and
(f) Parent and Seller, on the one hand, or Investor, on the other hand, may terminate this Agreement if the Closing does not occur on or prior to March 31, 2006 (the “End Date”).
Appears in 1 contract
Ability to Terminate. The Parties may terminate this Agreement as provided below:
(a) Parent, Seller and Investor may terminate this Agreement by mutual written consent at any time prior to the Closing;
(b) Investor may terminate this Agreement by giving written notice to Seller if any of the conditions set forth in Section 4.1 or Section 4.3 shall have become incapable of fulfillment on or before the End Dateif a failure of any such condition, if curable, is not cured within 60 days after receipt of written notice thereof, and shall not have been waived by Investor in its sole discretion (unless the failure of any such condition to have been fulfilled results primarily from Investor breaching any representation, warranty, representation or covenant contained in this Agreement or unless Investor has breached the covenant set forth in Section 6.3(h) with respect to the failure of such condition); provided, that if Investor so terminates this Agreement due to the failure of the condition set forth in Section 4.3(c) to be satisfied, then Seller shall grant to Investor a right of first offer (the mechanics of which shall be similar to those applicable to the right of first offer contained in the LLC Operating Agreement in the form attached as Exhibit M, except as may be otherwise agreed to by the Parties) with respect to any proposal to sell, transfer or otherwise dispose of between the date of such termination and the six-month anniversary of such date, more than 50% of the equity securities or assets of the Company or of any of the ResCap, GMAC Insurance Group and GMAC Commercial Finance Business Segments (and to any sale of the entire residual interest in the GMAC Commercial Mortgage Business Segment following the consummation of the transactions contemplated by the GMACCH Sale Agreement), in each case other than pursuant to a public offering of equity securities;
(c) Parent and Seller may terminate this Agreement by giving written notice to Investor if any of the conditions set forth in Section 4.2 or Section 4.3 shall have become incapable of fulfillment on or before the End Dateif a failure of any such condition, if curable, is not cured within 60 days after receipt of written notice thereof, and shall not have been waived by Parent and Seller, each in its sole discretion Seller (unless the failure of any such condition to have been fulfilled results primarily from Parent or Seller breaching any representation, warranty, representation or covenant contained in this Agreement or unless Seller has breached the covenant set forth in Section 6.3(h) with respect to the failure of such condition); provided, that if Seller so terminates this Agreement due to the failure of the condition set forth in Section 4.3(c) to be satisfied, then Seller shall grant to Investor a right of first offer (the mechanics of which shall be similar to those applicable to the right of first offer contained in the LLC Operating Agreement in the form attached as Exhibit M, except as may be otherwise agreed to by the Parties) with respect to any proposal to sell, transfer or otherwise dispose of between the date of such termination and the six-month anniversary of such date, more than 50% of the equity securities or assets of the Company or of any of the ResCap, GMAC Insurance Group and GMAC Commercial Finance Business Segments (and to any sale of the entire residual interest in the GMAC Commercial Mortgage Business Segment following the consummation of the transactions contemplated by the GMACCH Sale Agreement);, in each case other than pursuant to a public offering of equity securities; and
(d) If any one of the Pro Forma Credit Ratings is lower than the applicable Target Rating, then Investor may terminate this Agreement by giving written notice to Seller and Parent on or before midnight on the later of (i) September 30, 2005 and (ii) the date that is two weeks after the date that Pro Forma Credit Ratings have been received from each of the Applicable Rating Agencies (and this termination right shall expire if such written notice is not received by Seller and Parent on or before such time);
(e) Parent and Seller, on the one hand, or Investor, on the other hand, may terminate this Agreement if the Pro Forma Credit Ratings have not been received from each of the Applicable Rating Agencies on or before September 30, 2005, unless the failure to obtain any such Pro Forma Credit Rating results primarily from such Party’s breach of any representation, warranty or covenant contained in this Agreement; and
(f) Parent and Seller, on the one hand, or Investor, on the other hand, may terminate this Agreement if the Closing does not occur on or prior to March 31, 2006 2007 (the “"End Date”").
Appears in 1 contract
Samples: Purchase and Sale Agreement (General Motors Acceptance Corp)
Ability to Terminate. The Parties This Agreement may terminate this Agreement as provided below:
(a) Parent, Seller and Investor may terminate this Agreement by mutual written consent be terminated at any time prior to the ClosingClosing by:
(i) Mutual written consent of the Company and Purchaser;
(bii) Investor may Either the Company or Purchaser if the Collaboration Agreement has been terminated by either party thereto;
(iii) Either the Company or Purchaser, on or after the expiration of (A) the 180-day period following the HSR Filing Date, as defined in the Collaboration Agreement, plus (B) an additional five (5) calendar days, plus (C) the succeeding period of six (6) Business Days (the “Termination Date”), if the transactions contemplated by this Agreement shall not have been consummated by the Termination Date;
(iv) Either the Company or Purchaser, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 9 shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party within ten (10) business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (iii) provided, however, that the right to terminate this Agreement by giving under this Section 10(a)(iv) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date;
(v) The Company, upon written notice to Seller if Purchaser, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 4.1 shall have become incapable of fulfillment on 7(a) or before 7(b) could not be satisfied by the End Termination Date, and shall not have been waived by Investor in its sole discretion (unless the failure i) upon a material breach of any such condition to have been fulfilled results primarily from Investor breaching any representation, warranty, covenant or covenant contained agreement on the part of Purchaser set forth in this Agreement);
, or (cii) Parent and Seller may terminate this Agreement by giving written notice to Investor if any representation or warranty of Purchaser shall have been or become untrue, in each case such that any of the conditions set forth in Section 4.2 shall have become incapable of fulfillment on 8(a), 8(b) or before 8(c) could not be satisfied by the End Termination Date, and shall not have been waived by Parent and Seller, each in its sole discretion (unless the failure of any such condition to have been fulfilled results primarily from Parent or Seller breaching any representation, warranty, or covenant contained in this Agreement);
(d) If any one of the Pro Forma Credit Ratings is lower than the applicable Target Rating, then Investor may terminate this Agreement by giving written notice to Seller and Parent on or before midnight on the later of (i) September 30, 2005 and (ii) the date that is two weeks after the date that Pro Forma Credit Ratings have been received from each of the Applicable Rating Agencies (and this termination right shall expire if such written notice is not received by Seller and Parent on or before such time);
(e) Parent and Seller, on the one hand, or Investor, on the other hand, may terminate this Agreement if the Pro Forma Credit Ratings have not been received from each of the Applicable Rating Agencies on or before September 30, 2005, unless the failure to obtain any such Pro Forma Credit Rating results primarily from such Party’s breach of any representation, warranty or covenant contained in this Agreement; and
(fvi) Parent and SellerPurchaser, upon written notice to the Company, so long as Purchaser is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 8(a) or 8(b) could not be satisfied by the Termination Date, upon a breach of any covenant or agreement on the one handpart of the Company set forth in this Agreement, or Investorif any representation or warranty of the Company shall have been or become untrue, on in each case such that any of the other handconditions set forth in Section 7(a), may terminate this Agreement if 7(b) or 7(c), as applicable, could not be satisfied by the Closing does not occur on or prior to March 31, 2006 (the “End Termination Date”).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Applied Genetic Technologies Corp)
Ability to Terminate. The Parties This Agreement may terminate this Agreement as provided belowbe terminated prior to the Closing:
(a) Parent, Seller and Investor may terminate this Agreement at any time by mutual written consent at any time prior to the Closingof Vir and GSK;
(b) Investor may terminate this Agreement by giving Vir, upon thirty (30) days’ written notice to Seller if GSK, so long as Vir is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 4.1 7.1, as applicable, could not be satisfied by the Termination Date, (i) upon a breach of any covenant or agreement on the part of GSK set forth in this Agreement that has not been cured within such 30-day notice period, or (ii) if any representation or warranty of GSK shall have been or become incapable of fulfillment on or before the End Dateuntrue, and shall not have been waived by Investor in its sole discretion (unless the failure of any each case such condition to have been fulfilled results primarily from Investor breaching any representation, warranty, or covenant contained in this Agreement);
(c) Parent and Seller may terminate this Agreement by giving written notice to Investor if that any of the conditions set forth in Section 4.2 7.1 could not be satisfied by the Termination Date;
(c) by GSK, upon thirty (30) days’ written notice to Vir, so long as GSK is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7.2 of this Agreement, as applicable, could not be satisfied by the Termination Date, (i) upon a breach of any covenant or agreement on the part of Vir set forth in this Agreement that has not been cured within such 30-day notice period, or (ii) if any representation or warranty of Vir shall have been or become incapable untrue, in each case such that any of fulfillment on or before the End conditions set forth in Section 7.2 of this Agreement could not be satisfied by the Termination Date, and shall not have been waived by Parent and Seller, each in its sole discretion (unless the failure of any such condition to have been fulfilled results primarily from Parent or Seller breaching any representation, warranty, or covenant contained in this Agreement);
(d) If any one of the Pro Forma Credit Ratings is lower than the applicable Target Ratingby either Vir or GSK, then Investor may terminate this Agreement by giving upon written notice to Seller and Parent the other, if the Antitrust Clearance Date has not occurred on or before midnight on the later of (i) September 30July 10, 2005 and (ii) the date that is two weeks after the date that Pro Forma Credit Ratings have been received from each of the Applicable Rating Agencies (and this termination right shall expire if such written notice is not received by Seller and Parent on or before such time);
(e) Parent and Seller, on the one hand, or Investor, on the other hand, may terminate this Agreement if the Pro Forma Credit Ratings have not been received from each of the Applicable Rating Agencies on or before September 30, 2005, unless the failure to obtain any such Pro Forma Credit Rating results primarily from such Party’s breach of any representation, warranty or covenant contained in this Agreement; and
(f) Parent and Seller, on the one hand, or Investor, on the other hand, may terminate this Agreement if the Closing does not occur on or prior to March 31, 2006 2020 (the “End Termination Date”). In such event, neither party shall have any further obligations under this Agreement.
Appears in 1 contract
Ability to Terminate. The Parties This Agreement may terminate this Agreement as provided below:
(a) Parent, Seller and Investor may terminate this Agreement by mutual written consent be terminated at any time prior to the ClosingClosing by:
(a) mutual written consent of Foghorn and Lilly;
(b) Investor may terminate this Agreement by giving Foghorn, upon written notice to Seller if Lilly, so long as Foghorn is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 4.1 shall have become incapable of fulfillment on or before 7.1, as applicable, could not be satisfied by the End Termination Date, and shall not have been waived by Investor in its sole discretion (unless the failure i) upon a material breach of any such condition to have been fulfilled results primarily from Investor breaching any representation, warranty, covenant or covenant contained agreement on the part of Lilly set forth in this Agreement);
, or (cii) Parent and Seller may terminate this Agreement by giving written notice to Investor if any representation or warranty of Lilly shall have been or become untrue, in each case such that any of the conditions set forth in Section 4.2 shall have become incapable 7.2 could not be satisfied by the Termination Date;
(c) Lilly, upon written notice to Foghorn, so long as Lilly is not then in breach of fulfillment on its representations, warranties, covenants or before agreements under this Agreement such that any of the End conditions set forth in Section 7.2, as applicable, could not be satisfied by the Termination Date, and shall not have been waived by Parent and Seller, each in its sole discretion (unless the failure upon a material breach of any such condition to have been fulfilled results primarily from Parent covenant or Seller breaching any representation, warranty, or covenant contained agreement on the part of Foghorn set forth in this Agreement), or if any representation or warranty of Foghorn shall have been or become untrue, in each case such that any of the conditions set forth in Section 7.1 could not be satisfied by the Termination Date;
(d) If any one either Foghorn or Lilly, if the Closing has not occurred within 180 days after the Execution Date (the “Termination Date”) or upon termination of the Pro Forma Credit Ratings is lower than Collaboration Agreement, upon written notice to the applicable Target Ratingother. In such event, then Investor may neither Party shall have any further obligations under this Agreement. Notwithstanding the foregoing, the right to terminate this Agreement under this Section 8.1(d) shall not be available to any Party that knowingly fails (whether by giving written notice act or omission) to Seller and Parent on fulfill any obligation under this Agreement or before midnight on the later of (i) September 30, 2005 and (ii) the date that is two weeks after the date that Pro Forma Credit Ratings have been received from each Article 16 of the Applicable Rating Agencies (and this termination right shall expire if such written notice is not received by Seller and Parent on Collaboration Agreement, which failure causes or before such time);
(e) Parent and Seller, on the one hand, or Investor, on the other hand, may terminate this Agreement if the Pro Forma Credit Ratings have not been received from each of the Applicable Rating Agencies on or before September 30, 2005, unless results in the failure to obtain any such Pro Forma Credit Rating results primarily from such Party’s breach of any representation, warranty or covenant contained in this Agreement; and
(f) Parent and Seller, on consummate the one hand, or Investor, on the other hand, may terminate this Agreement if the Closing does not occur on or transactions contemplated hereby prior to March 31, 2006 (the “End Termination Date”).
Appears in 1 contract
Samples: Stock Purchase Agreement (Foghorn Therapeutics Inc.)
Ability to Terminate. The Parties may This Agreement shall terminate this Agreement as provided below:
(a) Parent, Seller and Investor may terminate this Agreement by mutual written consent at any time prior to the Closing;Closing as follows:
(a) By the mutual written consent of the Parties.
(b) Investor may terminate this Agreement by giving By Novastar or Acquisition Sub, (i) upon written notice to Seller if Thorium Power that any of the conditions set forth in Section 4.1 shall 5 have become incapable of fulfillment not been fulfilled or waived on or before the End Dateprior to October 31, and shall not have been waived by Investor in its sole discretion (unless the failure of any such condition to have been fulfilled results primarily from Investor breaching any representation2006, warranty, or covenant contained in this Agreement);
(c) Parent and Seller may terminate this Agreement by giving written notice to Investor if any of the conditions set forth in Section 4.2 shall have become incapable of fulfillment on or before the End Date, and shall not have been waived by Parent and Seller, each in its sole discretion (unless the failure of any such condition to have been fulfilled results primarily from Parent or Seller breaching any representation, warranty, or covenant contained in this Agreement);
(d) If any one of the Pro Forma Credit Ratings is lower than the applicable Target Rating, then Investor may terminate this Agreement by giving written notice to Seller and Parent on or before midnight on the later of (i) September 30, 2005 and (ii) the date that is two weeks after the date that Pro Forma Credit Ratings have if there has been received from each of the Applicable Rating Agencies (and this termination right shall expire if such written notice is not received a breach by Seller and Parent on or before such time);
(e) Parent and Seller, on the one hand, or Investor, on the other hand, may terminate this Agreement if the Pro Forma Credit Ratings have not been received from each of the Applicable Rating Agencies on or before September 30, 2005, unless the failure to obtain any such Pro Forma Credit Rating results primarily from such Party’s breach Thorium Power of any representation, warranty or covenant contained made by it in this Agreement; andAgreement which has prevented the satisfaction of any condition to the obligations of Novastar and/or Acquisition Sub to effect the Closing and such breach has not been cured by Thorium Power or waived by Novastar and Acquisition Sub within 20 business days after all other conditions to Closing have been satisfied or are capable of being satisfied, (iii) if an Alternative Proposal relating to Thorium Power has not been rejected within thirty (30) days after receipt thereof by Thorium Power, or (iv) if Novastar and/or Acquisition Sub has complied with the provisions of Sections 6.12 and 9.3(c) with regard to a Superior Proposal.
(fc) Parent By Thorium Power, (i) upon written notice to Novastar and Seller, on Acquisition Sub that any of the one hand, conditions in Section 4 have not been fulfilled or Investor, on the other hand, may terminate this Agreement if the Closing does not occur waived on or prior to March October 31, 2006 2006, (ii) if there has been a breach by Novastar or Acquisition Sub of any representation, warranty or covenant made by it in this Agreement which has prevented the “End Date”satisfaction of any condition to the obligations of Thorium Power to effect the Closing and such breach has not been cured by Novastar and/or Acquisition Sub or waived by Thorium Power within 20 business days after all other conditions to Closing have been satisfied or are capable of being satisfied, (iii) if an Alternative Proposal relating to Novastar and/or Acquisition Sub has not been rejected within thirty (30) days after receipt thereof by Novastar and/or Acquisition Sub, or (iv) if Thorium Power has complied with the provisions of Sections 6.12 and 9.3(b) with regard to a Superior Proposal.
(d) By any Party if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable (provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(d) shall not be available to any Party until such Party has used all commercially reasonable efforts to remove such order, decree, ruling or other action unless such removal is not reasonably likely to be obtained).
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