Merger Agreement Termination. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time prior to the Closing Date, only as follows:
(a) by mutual written agreement of Orion and Target;
(b) by Orion (if Orion is not then in material breach of its obligations under this Agreement) if (i) a material default or breach shall be made by Target with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty days; or (ii) if Target makes an amendment or supplement to any Schedule hereto and such amendment or supplement reflects a Target Material Adverse Effect after the date of this Agreement; or (iii) a Target Material Adverse Change shall have occurred after the date of this Agreement; or (iv) Target enters into any agreement to effect any transaction described in Section 6.10(b) of this Agreement; (v) the board of directors of Target withdraws its recommendation of the Merger, if given, or recommends to holders of Target Common Stock the approval of any transaction other than the Merger; or (vi) the amount payable to Dissenting Stockholders exceeds the Dissenter Payment Threshold;
(c) by Target (if Target is not then in material breach of its obligations under this Agreement) if (i) a material default or breach shall be made by Orion with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty days; or (ii) if Orion makes an amendment or supplement to any Schedule hereto and such amendment or supplement reflects an Orion Material Adverse Effect after the date of this Agreement; or (iii) an Orion Material Adverse Change shall have occurred after the date of this Agreement; (iv) Orion enters into any agreement to effect any transaction described in Section 6.10(b) of this Agreement; or (v) holders of Target Common Stock fail to approve this Agreement as provided in this Agreement or (vi) the amount payable to Dissenting Stockholders exceeds the Dissenter Payment Threshold;
(d) by Orion on the one hand and by Target on the other hand if the Effective Time has not occurred for any reason by February 10, 2005, unless each of the parties to this Agreement agree to an extension in writing, provided that the right to terminate this Agreement under this Section 10.1(d) shall not be available to a party that is in breach of any represe...
Merger Agreement Termination. The Agreement and Plan of Merger dated as of June 30, 2009 by and between APC and the Borrower shall be terminated prior to the consummation of the Merger (as defined therein). HOUSTON\2299134
Merger Agreement Termination a. Upon a Merger Termination, the term “Cap” as defined in the Existing Stockholders Agreement will be permanently amended to be defined as follows:
Merger Agreement Termination. No termination of the Merger Agreement pursuant to Section 7.1(b)(iv) thereof shall have occurred.
Merger Agreement Termination. With respect to an Intervening Event, the ArQule Board may change its recommendation, if and only if:
Merger Agreement Termination. By either the Investors or Parent in the event that the Merger Agreement shall have been terminated; or
Merger Agreement Termination. The parties agree that the parties’ agreements set forth in this Agreement shall only apply to the Specified SPAC Transaction and, upon any valid termination of the Merger Agreement, the parties’ agreements set forth in this Agreement (including the amendments to the Framework Agreement), other than in this Section 2.2, shall automatically and without further action by any of the parties to this Amendment be null and void; provided that no such termination (nor any provision of this Agreement) shall relieve any party from Liability for any damages for Willful Breach of their obligations under the Framework Agreement and this Agreement (including with respect to the agreements set forth in this Agreement) prior to such termination.
Merger Agreement Termination. The Merger Agreement shall be terminated prior to the consummation of the Merger.
Merger Agreement Termination. Notwithstanding anything to the contrary, in the event the Merger Agreement is validly terminated as expressly provided thereby (such event, a “Merger Agreement Termination”), then PubCo shall no longer be a party to this Agreement effective as of such termination; however, this Agreement shall continue in accordance with its terms with respect to the Company and Executive.
Merger Agreement Termination. Upon the termination of the Merger Agreement, the Voting Trust shall return and assign the Stockholder Documents to each applicable Stockholder and this Agreement shall be terminated in accordance with Section 9.1.
