No Termination of Merger Agreement Sample Clauses

No Termination of Merger Agreement. The Merger Agreement shall not have been terminated (i) by Sony or Time Warner pursuant to Section 10.01(c) (to the extent that one or more of the breaches of the representations, warranties, covenants and agreements of CDnow that formed the basis of such termination could reasonably be expected to have been avoided had CDnow used its reasonable best efforts to ensure the continued accuracy, compliance and performance of its representations, warranties, covenants and agreements under the Merger Agreement) or Section 10.01(d) thereof; or (ii) by CDnow other than pursuant to Sections 10.01(b)(i) or Section 10.01(e) thereof.
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No Termination of Merger Agreement. Neither RRI, on the one hand, nor Mirant, on the other hand, shall have terminated the Merger Agreement or delivered a written notice to the other party stating their intent to terminate the Merger Agreement.
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No Termination of Merger Agreement. The Merger Agreement shall not have been terminated and shall not be terminable as of the Closing Date by any party thereto.
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No Termination of Merger Agreement. The Merger Agreement shall not have been terminated.
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No Termination of Merger Agreement. Neither the Company, on the one hand, nor PSI, on the other hand, shall have terminated the Merger Agreement or delivered a notice to the other party stating their intent to terminate the Merger Agreement.
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Related to No Termination of Merger Agreement

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Termination of Merger 9.1 This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Date, whether before or after shareholder approval of this Agreement, by the consent of the Board of Directors of MLGT and CXNG.

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

  • Consummation of Agreement Buyer shall use its reasonable efforts to satisfy all conditions to the Closing that are within its control to the end that the transaction contemplated by this Agreement shall be fully carried out.

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Amendment to Merger Agreement The Merger Agreement shall be amended as follows:

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • Termination of Consulting Agreement As of the Effective Date, the Consulting Agreement is hereby terminated and is of no further force or effect.

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

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