Merger Termination Sample Clauses
A Merger Termination clause outlines the conditions under which parties to a merger agreement may end the transaction before completion. Typically, this clause specifies events such as failure to obtain regulatory approvals, unmet closing conditions, or breaches of representations and warranties that would allow either party to terminate the agreement. Its core function is to provide a clear and mutually agreed-upon exit strategy, thereby managing risk and preventing disputes if the merger cannot proceed as planned.
Merger Termination. Either party may terminate this Agreement by giving 180 days prior written notice to the other in the event of termination of the Merger Agreement.
Merger Termination. Each party acknowledges and agrees that this Agreement shall terminate in its entirety and be of no further force and effect if the Merger Agreement (as defined in the Transition Agreement) is: (1) not entered into prior to June 30, 2020 or (ii) entered into and subsequently terminated prior to the Closing occurring.
Merger Termination. Notwithstanding anything in this Agreement to the contrary, if Senior Agent and Senior Creditors have not opted to accelerate the Senior Creditor Indebtedness following a Change of Control resulting from a Person other than a Subordinated Creditor or Affiliate thereof (an “Alternative Purchaser”) acquiring, directly or indirectly, 30% or more of the Stock of Parent having the right to vote for the election of members of the Board of Directors, Subordinated Creditors may, on and after the date the Alternative Purchaser consummates the acquisition of such Stock, in their sole discretion, commence, prosecute, or participate in any Enforcement Action against any Obligor with respect to the Subordinated Creditor Indebtedness (such Enforcement Action, a “Merger Termination Action”) and shall be entitled to, on or after the date the Alternative Purchaser consummates the acquisition of such Stock, accept or receive, by payment, setoff, or in any other manner, from an Obligor or any other obligor under the Subordinated Creditor Indebtedness, any Distribution which may be owing to Subordinated Creditors on account of the Subordinated Creditor Indebtedness. Any amounts received by any Subordinated Creditor pursuant to the preceding sentence shall be for the sole account and benefit of such Subordinated Creditor with respect to the Subordinated Creditor Indebtedness and shall not be held in trust or for the account of Senior Creditors. Notwithstanding the foregoing, if the “Merger Agreement” (as defined in the Subordinated Creditor Loan Agreement) is terminated prior to consummation of the Change of Control, Subordinated Agent, on behalf of the Subordinated Creditors, may accelerate the maturity of the Subordinated Creditor Indebtedness (to the extent it has the right to do so under the Subordinated Creditor Agreements) and may send written notice of such acceleration to Senior Agent to commence the Standstill Period.