Conditions; Termination. (a) This Agreement shall automatically terminate upon the earlier of (i) September 30, 2010 and (ii) the written notice of the Requisite Locked-Up Holders of the termination of this Agreement; and
(b) In the event of termination of this Agreement pursuant to this Section 4, the obligations of the Locked-Up Holders hereunder shall cease, and no party shall have any liability to any other party hereunder; provided, however, that no such termination shall relieve any party of liability for any willful and material breach of this Agreement prior to the effectiveness of such termination.
Conditions; Termination. (a) Except for the obligations contained in Section 1 hereof, this Agreement shall automatically terminate upon the earlier of (i) January 31, 2012 (the “Termination Date”) or (ii) the written notice of the Requisite Locked-Up Holders of the termination of this Agreement. The Termination Date may be extended to a later date by written notice of the Requisite Locked-Up Holders. The obligations imposed by Section 1 hereof shall survive the termination of this Agreement pursuant to clause (i) or (ii) of this Section 4(a), and shall only terminate upon the prior written consent of the Requisite Locked-Up Holders.
(b) In the event of termination of this Agreement pursuant to this Section 4, the obligations of the Locked-Up Holders hereunder, except those obligations imposed by Section 1 hereof, shall cease, and no party shall have any liability to any other party hereunder; provided, however, that no such termination shall relieve any party of liability for any willful and material breach of this Agreement prior to the effectiveness of such termination.
Conditions; Termination. The respective obligation of each party to effect the Merger is subject to the simultaneous occurrence of the Transfer Closing Date and the simultaneous consummation of the transactions contemplated by the Subscription Agreement. The Board of Directors of either constituent corporation may terminate this Agreement by filing a certificate of termination with the Secretary of State of the State of Delaware prior to the effective time of the merger as set forth in the Certificate of Merger. Each party may terminate this Agreement by providing written notice to that effect to the other party if the Closing shall not occur on or prior to June 15, 1997.
Conditions; Termination. (a) The obligations of the parties to effect the transactions contemplated hereby shall be subject to the fulfillment, on or prior to the Closing, of the following conditions:
(i) the Offering shall have been consummated; and
(ii) no temporary restraining order, preliminary or permanent injunction or other judgment, decision or order issued by any governmental authority of competent jurisdiction shall be in effect preventing the consummation of the transactions contemplated hereby.
(b) This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:
(i) by the mutual written consent of Allscripts and GE;
(ii) by either Allscripts or GE by written notice to the other parties if the Closing shall not have occurred on or prior to March 15, 2006; or
(iii) by Allscripts if there shall have been a material breach by the GE Entities of their representations, warranties, covenants or agreements contained in this Agreement.
Conditions; Termination a. The obligations of JFL or EHI, as applicable, to consummate the Financial Restructuring are subject to satisfaction (or waiver by JFL in its discretion) of the following conditions: (i) the Consenting Holders shall have performed in all material respects their respective obligations hereunder, (ii) there shall not have occurred and be continuing any order, decree or ruling by any court or governmental body having jurisdiction which restrains or enjoins the consummation of or renders illegal the transactions contemplated hereby or any action, proceeding, claim or counterclaim by any governmental body or before any court, authority, agency or tribunal (other than any action, proceeding, claim or counterclaim by the party seeking to terminate its obligations hereunder) that challenges any transaction contemplated by the Financial Restructuring which would reasonably be expected to prohibit, prevent or materially restrict, limit or delay the consummation of such transaction or any other transaction contemplated by the Financial Restructuring (an “Adverse Governmental Ruling”) and (iii) no other person shall have filed a petition or commenced a proceeding against EHI or any of its subsidiaries under any provision of any applicable bankruptcy or insolvency laws, whether state, federal or foreign (collectively, “Bankruptcy Laws”). In the event of failure of one or more of the foregoing conditions, JFL may, by written notice to the Consenting Holders, terminate this Agreement; provided, that such right to terminate shall not be available to JFL if the Contingency Plan would be required to be implemented pursuant to this Agreement and the Term Sheet or if JFL or EHI has breached in any material respect its obligations under this Agreement, which breach shall have proximately contributed to the occurrence of the failure of the Financial Restructuring to be consummated.
b. The obligations of each Consenting Holder to consummate the Financial Restructuring are subject to satisfaction (or waiver by such Consenting Holder in its discretion) of the following conditions: (i) there shall not have occurred since December 28, 2002 and prior to closing of the Financial Restructuring any material adverse change in the business, financial condition, properties, assets or prospects of EHI and its subsidiaries taken as a whole, (ii) EHI, JFL and each other Consenting Holder shall have performed in all material respects their respective obligations hereunder, including entering...
Conditions; Termination. This Contract contains the entire agreement between you and HPI. There are no promises, terms, conditions or obligations other than those written in this Contract or as written in other contracts between us. Your authorization and Contract will remain in effect until HPI has received written notification from you of the termination of this authorization and Contract. HPI will also have a reasonable amount of time to act on your request. You understand that you are still responsible to pay for any unpaid purchases made to your HFN Card(s) account.
Conditions; Termination. This Contract contains the entire agreement between you and HP. There are no promises, terms, conditions, or obligations other than those written in this Contract or as written in other contracts between us. Your authorization and Contract will remain in effect until HP has received written notification from you of the termination of this authorization and Contract. HP will also have a reasonable amount of time to act on your request. You understand that you are still responsible to pay for any unpaid purchases made to your HFN Card(s) and/or Account.
Conditions; Termination. Section 5.01. Conditions of Parent and the Investors 16 Section 5.02. Conditions of the Investors 17 Section 5.03. Conditions of Parent 18 Section 5.04. Termination 18 Section 5.05. Effect of Termination 18 Section 6.01. Survival of Representations and Warranties 19 Section 6.02. Notices 19 Section 6.03. Entire Agreement; Amendment 20 Section 6.04. Assignment; Third Party Beneficiaries 20 Section 6.05. Counterparts 21 Section 6.06. Governing Law 21 Section 6.07. Jurisdiction and Venue 21 Section 6.08. Expenses 21 Section 6.09. Remedies; Waiver 21 Section 6.10. Waiver of Jury Trial 22 Section 6.11. Severability 22 Section 6.12. Specific Performance 22 Section 6.13. Definitions 22 Section 6.14. General Interpretive Principles 28 Schedule 1 — Investors Schedule 2 — Ownership of Parent Common Stock THIS INVESTOR FINANCING AGREEMENT (this “Agreement”), dated as of October 17, 2012, by and among BioCryst Pharmaceuticals, Inc., a Delaware corporation (“Parent”) and the investors set forth on Schedule 1 (each, an “Investor” and collectively, the “Investors”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Section 6.13.
Conditions; Termination. The Commitment shall be subject to (a) the consummation of the Merger on the terms and conditions contemplated thereby without any amendment or modification (unless consented to in writing by the Fund), (b) at the time of any request to provide the Facility in accordance with Section 1 above, the satisfaction of each of the conditions set forth in Section 6.2(f) (Litigation) and 6.2(j) (Patents) of the Merger Agreement, which shall be deemed incorporated into this Agreement mutatis mutandis, as if the Fund was the beneficiary of such conditions, (c) at all times after the consummation of the Merger and prior to the termination of this Agreement, Vringo using its best efforts to raise capital by issuing equity securities of Vringo and/or securities convertible, exercisable or exchangeable for equity securities of Vringo, (d) the execution by Innovate/Protect and the Fund of all documents necessary for the consummation of the transaction contemplated by the Commitment on terms and conditions in all respects acceptable and satisfactory to Innovate/Protect and the Fund, (e) no Vringo Entity shall have, pursuant to or within the meaning of Title 11, U.S. Code, or any similar Federal, foreign or state law for the relief of debtors (collectively, “Bankruptcy Law”), (A) commenced a voluntary case, (B) consented to the entry of an order for relief against it in an involuntary case, (C) consented to the appointment of a receiver, trustee, assignee, liquidator or similar official (a “Custodian”), (D) made a general assignment for the benefit of its creditors or (E) admitted in writing that it is generally unable to pay its debts as they become due, (f) a court of competent jurisdiction not having entered an order or decree under any Bankruptcy Law that (A) is for relief against any Vringo Entity in an involuntary case, (B) appoints a Custodian of any Vringo Entity or (C) orders the liquidation of any Vringo Entity, (g) from and after the date hereof , there shall not have occurred a material adverse change or material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of any of the Vringo Entities, and (h) no Vringo Entity shall be, prior to the consummation of the transactions contemplated by the Facility, or after giving effect to the consummation of the transactions contemplated by the Facility, Insolvent. As used herein, “Insolvent” means, with respect to any person or entity...
Conditions; Termination. (a) The Company understands and acknowledges that Noteholder’s agreements set forth in Section 1 herein are contingent upon the actual closing of the Acquisition.
(b) Noteholder agrees to waive, release, remise and forever discharge the Company and all of its officers, directors, principals, employees, successors and assigns for:
(i) any breach by the Company of any of its obligations under the Original Agreement or the Note, and
(ii) any Event of Default under Section 11.1 of the Original Agreement or under the Note that may exist as of the date of this Agreement or that may come into existence after the date hereof; and agrees to refrain from and waive the exercise of any rights and remedies under any agreement it may have with the Company, including but not limited to under Section 11.2 of the Original Agreement and under the Note; provided that all such waiver(s) and release(s) shall terminate and be of no further force and effect in the event of a Termination (as defined below).
(c) This Agreement and the Parties’ rights and obligations hereunder shall terminate and be of no further force and effect (a “Termination”) as follows:
(1) Automatically, with no further action by any Party, in the event a the Acquisition is not consummated or closed with Buyer on or before November 30, 2006, or such later date as the Parties may agree upon; provided that this Agreement will not be terminated under this subsection (c)(1) if the closing of the Acquisition has not occurred because (whether solely or partially) of the breach of this Agreement by Noteholder; provided, however, that, the Company shall have the right to pursue all legal remedies against Noteholder for breach of this Agreement, including specific enforcement and injunctive relief.
(2) By the Company, at any time.
(3) If the Company and Buyer do not publicly announce a definitive agreement by September 15, 2006
