Notice of Unfulfilled Conditions. If any party hereto shall determine at any time prior to the Closing Date that it intends to terminate this Agreement because of any unfulfilled and/or unperformed condition precedent contained in this Agreement on the part of the other party to be fulfilled and/or performed, it shall so notify the other party forthwith upon making such determination to the end that such other party shall have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling and/or performing such condition precedent within a reasonable period of time, but in no event later than 14 Business Days after the receipt of such written notice by such other party of its intention to terminate this Agreement.
Notice of Unfulfilled Conditions. If any Party shall determine at any time prior to the Effective Date that it intends to refuse to consummate the Arrangement or any of the transactions contemplated thereby because of any unfulfilled or unperformed condition precedent contained in this Agreement on the part of the other Party to be fulfilled or performed, such Party, as the case may be, shall so notify the other Party forthwith upon making such determination in order that the other Party shall have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition precedent within a reasonable period of time.
Notice of Unfulfilled Conditions. If either of Redfall or Southtech shall determine at any time prior to the Effective Date that it intends to refuse to consummate the Amalgamation or any of the other transactions contemplated hereby because of any unfulfilled or unperformed condition contained in this Agreement on the part of the other party to be fulfilled or performed, Redfall or Southtech, as the case may be, shall so notify the other party forthwith upon making such determination in order that such other party shall have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Date.
Notice of Unfulfilled Conditions. If either of Kick or GTI shall determine at any time prior to the Outside Time that it is entitled to refuse to consummate the Amalgamation or any of the other transactions contemplated hereby because of any unfulfilled or unperformed condition contained in this Agreement on the part of the other to be fulfilled or performed, Kick or GTI, as the case may be, shall so notify the other of them forthwith upon making such determination in order that such other of them shall have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Date.
Notice of Unfulfilled Conditions. If either of the Corporations shall determine at any time prior to the Effective Date that it intends to refuse to consummate the Arrangement or any of the transactions contemplated under this Agreement or the Information Circular because of any unfulfilled or unperformed condition precedent contained in this Agreement on the part of the other Corporation to be fulfilled or performed, such Corporation shall so notify the other Corporation forthwith upon making such determination in order that the other Corporation shall have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition precedent within a reasonable period of time, but in no event later than October 3 1,2002.
Notice of Unfulfilled Conditions. If Parent or Acquisitionco determines at any time prior to the Effective Date that it intends to refuse to complete the transactions contemplated hereby because of any unfulfilled or unperformed condition contained in this Agreement, it will notify the Company forthwith upon making such determination in order that the Company will have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Date. Neither Parent nor Acquisitionco may exercise the termination right arising therefrom unless forthwith and in any event prior to the Effective Time, it has given a written notice to the Company specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which it is asserting as the basis for the nonfulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is given, provided that the Company is proceeding diligently to cure such matter, if such matter is susceptible to being cured, Parent or Acquisitionco may not terminate this Agreement as a result thereof until the later of the Termination Date and the expiration of a period of 30 days from such notice. If such notice has been given prior to the date of the Meeting, the Meeting will at the election of the Company be postponed or adjourned and will not be held until such time as is reasonably practicable after the earlier of (a) the matter to which the notice relates being cured and (b) the expiry of such period. If such notice has been given prior to the making of application for the Final Order, such application will be postponed and will not be made until such time as is reasonably practicable after the earlier of (a) the matter to which the notice relates being cured and (b) the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result thereof.
Notice of Unfulfilled Conditions. If either of Converge or Xxxxxxx shall determine at any time prior to the Effective Date that it intends to refuse to consummate the Amalgamation or any of the other transactions contemplated hereby because of any unfulfilled or unperformed condition contained in this Agreement on the part of the other of them to be fulfilled or performed, Converge or Xxxxxxx, as the case may be, shall so notify the other of them forthwith upon making such determination in order that such other of them shall have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Date.
Notice of Unfulfilled Conditions. If either of FTP or Xxxxxx shall determine at any time prior to the Closing that it may be unwilling to consummate the Amalgamation or any of the other transactions contemplated hereby because of any unfulfilled or unperformed condition contained in this Agreement on the part of the other of them to be fulfilled or performed, FTP or Xxxxxx, as the case may be, shall so notify the other party forthwith upon making such determination in order that such other party shall have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Date.
8.1 Entire Agreement
Notice of Unfulfilled Conditions. If any party shall determine at any time prior to the closing of the transactions contemplated by the Offer that it intends to refuse to consummate any of the transactions contemplated hereby because of any unfulfilled or unperformed condition precedent contained in this Agreement on the part of another party to be fulfilled or performed, such party shall so notify the other party forthwith upon making such determination in order that any one or more of the other parties shall have the right and opportunity to take such steps, at their own expense, as may be necessary for the purpose of fulfilling or performing such condition precedent within a reasonable period of time, but in no event later than January 31, 2000.
Notice of Unfulfilled Conditions. If either party shall determine prior to the Closing that it intends to refuse to consummate the Merger or any of the other transactions contemplated hereby because of any unfulfilled or unperformed condition set forth in this Agreement that is required to be performed or fulfilled by the other party, Surg or Chiral Quest, as the case may be, shall immediately notify the other of its intention to refuse to consummate such transactions in order to allow the other the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition with a reasonable period of time, but in no case later than fifteen (15) days from such notice, unless a longer period of time is granted in writing.
