Optional Abandonment. In addition to the provisions of Article VII, the Merger may be abandoned or terminated at or before the Effective Time, notwithstanding the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the parties hereto:
(a) by mutual agreement of the Boards of Directors of the Constituent Corporations; or
(b) at the option of any of the respective Boards of Directors of the Constituent Corporations, if the Effective Time shall not have occurred on or before September 30, 2000;
Optional Abandonment. In addition to the provisions of Article VII, the Merger may be abandoned or terminated at or before the Effective Time notwithstanding adoption and approval of this Agreement, the Merger, and the other transactions contemplated hereby by the stockholders of the parties hereto:
(a) by mutual agreement of the Boards of Directors of MEG, Acquisition, and Intellicell;
(b) at the option of MEG’s and Acquisition’s Boards of Directors or Intellicell’s Board of Directors, if the Effective Time shall not have occurred on or before June 3, 2011;
(c) at the option of MEG’s and Acquisition’s Boards of Directors, if facts exist which render impossible compliance with one or more of the conditions set forth in Section 7.01 and such are not waived by MEG; and
(d) at the option of Intellicell’s Board of Directors, if facts exist which render impossible compliance with one or more of the conditions set forth in Section 7.02 and such are not waived by Intellicell.
Optional Abandonment. In addition to the provisions of Section 4.01 and Section 4.02 above, the transactions contemplated by this Agreement may be abandoned or terminated at or before the Closing notwithstanding adoption and approval of this Agreement and the transactions contemplated hereby by the stockholders of the parties hereto:
(a) by mutual agreement of the Boards of Directors of NSC and Gridline;
(b) at the option of NSC's Board of Directors or Gridline's Board of Directors, if the Closing Date shall not have occurred on or before January 31, 2005;
(c) at the option of NSC's Board of Directors, if facts exist which render impossible compliance with one or more of the conditions set forth in Section 4.01 and such are not waived by NSC; and
(d) at the option of Gridline's Board of Directors or by the election of the Gridline Shareholders if facts exist which render impossible compliance with one or more of the conditions set forth in Section 4.02 and such are not waived by Gridline.
Optional Abandonment. In addition to the provisions of Section 4.01 and Section 4.02 above, the transactions contemplated by this Agreement may be abandoned or terminated at or before the Closing notwithstanding adoption and approval of this Agreement and the transactions contemplated hereby by the stockholders of the parties hereto:
(a) by mutual agreement of the Boards of Directors of PublicCo and Hallmark;
(b) at the option of PublicCo’s Board of Directors or Hallmark’s Board of Directors, if the Closing Date shall not have occurred on or before March 15, 2010;
(c) at the option of PublicCo’s Board of Directors, if facts exist which render impossible compliance with one or more of the conditions set forth in Section 4.01 and such are not waived by PublicCo; and
(d) at the option of Hallmark’s Board of Directors or by the election of the Hallmark Shareholders if facts exist which render impossible compliance with one or more of the conditions set forth in Section 4.02 and such are not waived by Hallmark.
Optional Abandonment. The Merger may be abandoned or terminated at or before the Effective Time notwithstanding its adoption and approval by the parties upon the following terms: (i) by mutual agreement of the boards of directors of Kinetiks and Imagenuity; (ii) at the option of Kinetiks' Board of Directors or Imagenuity's Board of Directors, if the Effective Time shall not have occurred on or before November 1, 1999; (iii) at the option of Kinetiks, if facts exist which render impossible compliance with one or more of the conditions set forth in Section 7.01 and such are not waived by Kinetiks; and (iv) at the option of Imagenuity, if facts exist which render impossible compliance with one or more of the conditions set forth in Section 7.02 and such are not waived by Imagenuity.
Optional Abandonment. In addition to the provisions of Section 4.01 and Section 4.02 above, the transactions contemplated by this Agreement may be abandoned or terminated at or before the Closing notwithstanding adoption and approval of this Agreement and the transactions contemplated hereby by the stockholders of the parties hereto:
(a) by mutual agreement of the Boards of Directors of MTHC and iTechexpress;
(b) at the option of MTHC's Board of Directors or iTechexpress's Board of Directors, if the Closing Date shall not have occurred on or before January 31, 2006;
(c) at the option of MTHC's Board of Directors, if facts exist which render impossible compliance with one or more of the conditions set forth in Section 4.01 and such are not waived by MTHC; and
(d) at the option of iTechexpress's Board of Directors or by the election of the iTechexpress Shareholders if facts exist which render impossible compliance with one or more of the conditions set forth in Section 4.02 and such are not waived by iTechexpress.
Optional Abandonment. In addition to the provisions of Article IV, the transactions contemplated by this Agreement may be abandoned or terminated at or before the Closing notwithstanding adoption and approval of this Agreement and the transactions contemplated hereby by the stockholders of the parties hereto:
(a) by mutual agreement of the Boards of Directors of Centre and Genghai;
(b) at the option of Centre's Board of Directors or Genghai's Board of Directors, if the Closing Date shall not have occurred on or before the Drop Dead Date;
(c) at the option of Centre's Board of Directors, if facts exist which render impossible compliance with one or more of the conditions set forth in Section 4.01 and such are not waived by Centre; and
(d) at the option of Genghai's Board of Directors or by the election of the Majority Genghai Shareholders if facts exist which render impossible compliance with one or more of the conditions set forth in Section 4.02 and such are not waived by Genghai.
Optional Abandonment. 72 ss.8.03
Optional Abandonment. In addition to the provisions of Section 8.01, the Merger may be abandoned or terminated at or before the Effective Time, notwithstanding adoption and approval of this Agreement, the Merger, and the other transactions contemplated hereby by the shareholders of DGD:
(a) by mutual agreement of the Boards of Directors of Xxxxxx and DGD;
(b) at the option of either (i) Xxxxxx'x Board of Directors or (ii) DGD's Board of Directors, if the Effective Time shall not have occurred on or before February 28, 1997;
(c) at the option of Xxxxxx'x Board of Directors at any time after October 31, 1996, if facts exist which render impossible compliance with one or more of the conditions set forth in Section 7.01 and such are not waived by Xxxxxx;
(d) at the option of DGD's Board of Directors at any time after October 31, 1996, if facts exist which render impossible compliance with one or more of the conditions set forth in Section 7.02 and such are not waived by DGD; and
(e) at the option of Xxxxxx'x board of Directors at any time if the result of Xxxxxx'x due diligence with respect to DGD's (i) July 31, 1996 audited financial statements, (ii) Drug Enforcement Agency activities, (iii) environmental matters or (iv) internal investigations are not reasonably satisfactory to Xxxxxx; provided however, that such option shall terminate with respect to each of the four items individually thirty days after DGD has delivered or made available to Xxxxxx all information and material necessary with regard to such item.
Optional Abandonment. In addition to the provisions of Section 4.01 and Section 4.02 above, the transactions contemplated by this Agreement may be abandoned or terminated at or before the Closing notwithstanding adoption and approval of this Agreement and the transactions contemplated hereby by the stockholders of the parties hereto:
