Failure to Obtain Shareholder Approval. If Purchaser has failed to ----------------- deposit an amount in cash equal to the Base Purchase Price into the Escrow, and if the Shareholders of Purchaser fail to approve the issuance of the Shares by February 28, 1997 (or March 14, 1997, if the SEC reviews Purchaser's proxy materials for its meeting of shareholders), Seller may terminate this Agreement and Purchaser will pay $20 million to Seller. If Purchaser has made deposits into the Escrow, Purchaser and Seller shall give instructions to the Escrow Agent to deliver $20 million to Seller and the remainder of the Escrow to Purchaser. If Purchaser has not made any deposit into the Escrow, Purchaser shall pay Seller by wire transfer of $20 million in immediately available funds. Receipt of $20 million hereunder by Seller shall be the sole and exclusive remedy of Seller.
Failure to Obtain Shareholder Approval. If the approval of CB Bancshares' shareholders required by Section 7.01(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof or the approval of Central Pacific's shareholders required by Section 7.01(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, provided that the terminating party shall not be in material breach of its obligations under Section 6.02.
Failure to Obtain Shareholder Approval. If 3DX abandons this Agreement due to its failure to obtain the requisite approval of a majority of its shareholders, then 3DX shall pay all of Esenjay's reasonable costs and expenses, including legal fees and expenses, costs and expenses Esenjay incurs in connection with any fairness opinion it receives from an independent third party with respect to the transactions contemplated by this Agreement, and other out-of-pocket expenses incurred in connection with the negotiation and implementation of this Agreement (collectively, "Transaction Expenses") plus a termination fee equal to $250,000 (the "Termination Fee").
Failure to Obtain Shareholder Approval. This Agreement will automatically terminate in the event that it is brought to a vote and not adopted by either (i) the board of directors or shareholders of NHIC entitled to vote on the matter, or (ii) the board of directors or shareholders of PBSIC entitled to vote on the matter.
Failure to Obtain Shareholder Approval. Upon delivery of an officer's certificate as contemplated by Section 4 from the Corporation certifying that the holders of its Shares have not approved the transactions contemplated by the Purchase Agreement at a meeting of shareholders of the Corporation, all of the Expenditures Fund shall immediately be disbursed to the Investor, and the Corporation hereby covenants and agrees to take such action as may be required to disburse all amounts in the Expenditures Account to the Investor pursuant to this Section 3(b).
Failure to Obtain Shareholder Approval. In the event Shareholder Approval is not obtained on or before September 30, 2002, this Agreement and the obligations hereunder shall terminate, subject to Section 9.3 below.
Failure to Obtain Shareholder Approval. If this Agreement is terminated by the Seller pursuant to Section 10.1(c)(i) or by any Party pursuant to Section 10.1(d)(ii) but only in circumstances where the only condition not fulfilled is the condition in the Seller’s favour in Section 5.3(7) regarding Parent Shareholder Approval, but this is not a Termination Fee Event under Section 10.2(1)(b)(i) or Section 10.2(1)(d), the Seller or the Parent shall pay an amount equal to the actual expenses incurred by the Purchaser and its Affiliates in connection with the Proposed Transactions, including the financing thereof, to a maximum of two percent (2%) of the Purchase Price to the Purchaser by wire transfer of immediately available funds within five (5) Business Days of the date of the termination of this Agreement.
Failure to Obtain Shareholder Approval. If the Company' s shareholders fail to approve Company's grant of the Option, then Feltheimer shall be entitled to alternative compensation of comparable value, the details of which shall be negotiated in good faith.
Failure to Obtain Shareholder Approval. (a) If the Company fails to obtain approval from its shareholders in respect of Section 8.9 in accordance with Section 9.8 (a “Shareholder Failure”), then promptly and in any event within ten Business Days after the occurrence of a Shareholder Failure, the Company will give written notice thereof (a “Shareholder Failure Notice”) to the holders of all outstanding Notes, which Shareholder Failure Notice shall (i) refer specifically to this Section 8.10, (ii) explain that the shareholders of the Company did not approve the change in control provisions of Section 8.9 and (iii) offer to prepay all Notes at the price specified below on the date therein specified (the “Shareholder Failure Prepayment Date”), which shall be a Business Day not less than 25 days nor more than 35 days after the date of such Shareholder Failure Notice. Each holder of a Note will notify the Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company on or before the date for such notice specified in such Shareholder Failure Notice (the “Shareholder Failure Response Date”), which specified date shall be not less than 10 days nor more than 20 days after the date of such Shareholder Failure Notice. The Company shall prepay on the Shareholder Failure Prepayment Date all of the Notes held by the holders as to which such offer has been so accepted (it being understood that failure of any holder to accept such offer on or before the Shareholder Failure Response Date shall be deemed to constitute rejection by such holder), at the principal amount of each such Note, together with interest accrued thereon to the Shareholder Failure Prepayment Date, without premium.
(b) For purposes of this Section 8.10, any holder of more than one Note may act separately with respect to each Note so held (with the effect that a holder of more than one Note may accept such offer with respect to one or more Notes so held and reject such offer with respect to one or more other Notes so held).
