Common use of Merger Agreement Termination Clause in Contracts

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 representation, warranty or covenant in this Agreement, which breach would entitle any other party to terminate this Agreement; and (e) by Orion, on the one hand and by Target on the other hand if prior to the Effective Time a third party successfully brings an action resulting in a permanent injunction preventing the consummation of the Merger pursuant to this Agreement.

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 Desert Hawk and Target; (b) by Orion Desert Hawk (if Orion Desert Hawk is not then in material breach of its obligations under this Agreement) if 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 Board of directors 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; (vi) the holders of Target Common Stock fail to approve this Agreement as provided in this Agreement; or (vivii) the amount payable to Target Dissenting Stockholders Shareholders exceeds the Dissenter Payment Threshold; (c) by Target (if Target is not then in material breach of its obligations under this Agreement) if if: (i) a material default or breach shall be made by Orion Desert Hawk 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 Desert Hawk makes an amendment or supplement to any Schedule hereto and such amendment or supplement reflects an Orion a Desert Hawk Material Adverse Effect after the date of this Agreement; or (iii) an Orion a Desert Hawk Material Adverse Change shall have occurred after the date of this Agreement; (iv) Orion Desert Hawk enters into any agreement to effect any transaction described in Section 6.10(b) of this Agreement; or (v) the Board of Directors of Desert Hawk withdraws its recommendation of the Merger, if given, or recommends to holders of Desert Hawk Common Stock the approval of any transaction other than the Merger; (vi) holders of Target Common Stock fail to approve this Agreement as provided in this Agreement Agreement; or (vivii) the amount payable to Target Dissenting Stockholders Shareholders 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 representation, warranty or covenant in this Agreement, which breach would entitle any other party to terminate this Agreement; and (e) by Orion, on the one hand and by Target on the other hand if prior to the Effective Time a third party successfully brings an action resulting in a permanent injunction preventing the consummation of the Merger pursuant to this Agreement.

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 Alynx and Target; (b) by Orion Alynx (if Orion Alynx is not then in material breach of its obligations under this Agreement) if 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 Board of directors 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; (vi) the holders of Target Stock fail to approve this Agreement as provided in this Agreement; or (vivii) the amount payable to Target Dissenting Stockholders Shareholders exceeds the Dissenter Payment Threshold; (c) by Target (if Target is not then in material breach of its obligations under this Agreement) if if: (i) a material default or breach shall be made by Orion Alynx 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 Alynx makes an amendment or supplement to any Schedule hereto and such amendment or supplement reflects an Orion a Alynx Material Adverse Effect after the date of this Agreement; or (iii) an Orion a Alynx Material Adverse Change shall have occurred after the date of this Agreement; (iv) Orion Alynx enters into any agreement to effect any transaction described in Section 6.10(b) of this Agreement; or (v) the Board of Directors of Alynx withdraws its recommendation of the Merger, if given, or recommends to holders of Alynx Stock the approval of any transaction other than the Merger; (vi) holders of Target Common Stock fail to approve this Agreement as provided in this Agreement Agreement; or (vivii) the amount payable to Target Dissenting Stockholders Shareholders exceeds the Dissenter Payment Threshold; (d) by Orion Alynx, on the one hand hand, and by Target Target, on the other hand hand, if the Effective Time has not occurred for any reason by [February 1012, 20052008], 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 representation, warranty or covenant in this Agreement, which breach would entitle any other party to terminate this AgreementAgreement pursuant to Section 10.1(b) or (c) above, as applicable; and (e) by OrionAlynx, on the one hand hand, and by Target Target, on the other hand hand, if prior to the Effective Time a third party successfully brings an action resulting in a permanent injunction preventing the consummation of the Merger pursuant to this Agreement.