Procedure for Termination. A termination of this Agreement pursuant to Section 7.1 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Associates First Capital Corp), Agreement and Plan of Merger (Citigroup Inc)
Procedure for Termination. A termination of this Agreement pursuant to Section 7.1 8.1 shall, in order to be effective, require, require in the case of each of Parent or the Companyand Merger Sub, action by its board of directors or, to the extent permitted by Law, the duly authorized designee of its board of directors, and in the case of the Company, to the extent permitted by Law, action by the Special Committee if such committee still exists or its Board of DirectorsDirectors if the Special Committee no longer exists. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Freescale Semiconductor Inc), Agreement and Plan of Merger (Freescale Semiconductor Inc), Agreement and Plan of Merger (Freescale Semiconductor Inc)
Procedure for Termination. A termination of this Agreement pursuant to Section 7.1 8.01 shall, in order to be effective, require, in the case of Parent the Company or the CompanyParent, action by its Board of DirectorsDirectors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kapstone Paper & Packaging Corp), Agreement and Plan of Merger (WestRock Co)
Procedure for Termination. A termination Termination of this Agreement pursuant to Section 7.1 shall, in order to be effective, require, in the case of Parent Acquiror or the Company, action by its Board of Directors.
Appears in 2 contracts
Samples: Agreement of Merger (Sunrise Assisted Living Inc), Agreement of Merger (Karrington Health Inc)
Procedure for Termination. A termination of this Agreement pursuant to Section 7.1 this Article VII shall, in order to be effective, require, require in the case of Parent Parent, Merger Sub or the Company, action by its Board of Directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shiva Corp), Agreement and Plan of Merger (Envirogen Inc)
Procedure for Termination. A termination of this Agreement pursuant to Section 7.1 shall, in In order to be effective, requirea termination of this Agreement by Parent or Company pursuant to Section 10.1 shall be authorized by an action of Parent’s Board of Directors or the Company Board, in as the case of Parent or the Company, action by its Board of Directorsmay be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.), Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)
Procedure for Termination. A Subject to Section 6.12(b), termination of this Agreement pursuant to Section 7.1 8.01 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Mentor Corp /Mn/)
Procedure for Termination. A termination of this Agreement pursuant to Section 7.1 shall, in In order to be effective, require, in the case a termination of this Agreement by Parent or the Company pursuant to Section 7.1 shall be authorized by an action of Parent’s or Company, action by its ’s Board of Directors, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dreams Inc), Agreement and Plan of Merger (Dreams Inc)
Procedure for Termination. A termination of this Agreement pursuant to Section 7.1 7.01 shall, in order to be effective, require, in the case of Parent or either of the CompanyTarget Companies, action by its Board of DirectorsDirectors or, with respect to any amendment to this Agreement, the duly authorized committee of its Board of Directors to the extent permitted by law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tc Group LLC), Agreement and Plan of Merger (Urs Corp /New/)
Procedure for Termination. A termination of this Agreement pursuant to Section 7.1 this Article VIII shall, in order to be effective, require, require in the case of Parent Parent, Merger Sub or the Company, action by its Board of Directors. ARTICLE IX MISCELLANEOUS 9.1.
Appears in 2 contracts
Samples: Annex B Agreement and Plan of Merger (Chips & Technologies Inc), 1 Agreement and Plan of Merger (Intel Corp)
Procedure for Termination. A termination of this Agreement pursuant ------------------------- to Section 7.1 this Article VIII shall, in order to be effective, require, require in the case of Parent Parent, Merger Sub or the Company, action by its Board of Directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Technology Corp), Agreement and Plan of Merger (Fluor Daniel Gti Inc)
Procedure for Termination. A termination of this Agreement pursuant to Section 7.1 ------------------------- this Article VIII shall, in order to be effective, require, be in writing specifying the provision hereof pursuant to which such termination is made and shall require in the case of Parent Parent, Merger Sub or the Company, action by its Board of Directors.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ratos Acquisition Corp)
Procedure for Termination. A termination of this Agreement pursuant to Section 7.1 this Article VIII shall, in order to be effective, require, require in the case of Parent the Parent, the Purchaser or the Company, action by its respective Board of Directors.. 46
Appears in 1 contract
Samples: Agreement and Plan of Merger (Asa International LTD)
Procedure for Termination. A termination of this Agreement pursuant to Section 7.1 shall, in In order to be effective, requirea termination of this Agreement by Parent or Company pursuant to Section 10.1 shall be authorized by an action of Parent's Board of Directors or the Company Board, in as the case of Parent or the Company, action by its Board of Directorsmay be.
Appears in 1 contract
Samples: Iii Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)
Procedure for Termination. A termination of this Agreement pursuant to Section 7.1 shall, in In order to be effective, require, in the case a termination of this Agreement by Parent or the Company pursuant to Section 9.1 shall be authorized by an action of Parent's or Company, action by its 's Board of Directors, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)
Procedure for Termination. A termination of this Agreement ------------------------- pursuant to Section 7.1 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fairfield Communities Inc)
Procedure for Termination. A termination of this Agreement pursuant to Section 7.1 8.1 shall, in order to be effective, require, require in the case of each of Parent or the Companyand Merger Sub, action by its Board of Directors or, to the extent permitted by Law, the duly authorized designee of its Board of Directors, and in the case of the Company, to the extent permitted by Law, action by the Board of Directors of the Company. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (James River Group, Inc)
Procedure for Termination. A termination of this Agreement and or abandonment of the transactions contemplated hereby pursuant to Section 7.1 8.1 shall, in order to be effective, require, require in the case of each of Parent or the Companyand Merger Sub, action by its Board of Directors or, to the extent permitted by Law, the duly authorized designee of its Board of Directors, and in the case of the Company, to the extent permitted by Law, action by the Board of Directors of the Company. Termination of this Agreement prior to the Effective Time shall not require the approval of the shareholders of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (North Pointe Holdings Corp)
Procedure for Termination. (a) A termination of this Agreement pursuant to Section 7.1 shall, in order to be effective, require, require in the case of Parent Parent, VQ Merger Sub or the CompanyGreenwich, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 1 contract
Samples: Agreement and Plan of Merger (VioQuest Pharmaceuticals, Inc.)
Procedure for Termination. A termination of this Agreement pursuant to Section 7.1 shall, in In order to be effective, require, in the case a termination of this Agreement by Parent or the Company pursuant to Section 9.1 shall be authorized by an action of Parent’s or Company, action by its ’s Board of Directors, as the case may be and written notice of such termination specifying the provision pursuant to which the Agreement is being terminated shall be delivered to the other party.
Appears in 1 contract
Procedure for Termination. A termination of this Agreement pursuant to Section 7.1 7.01 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Conor Medsystems Inc)
Procedure for Termination. A termination of this Agreement pursuant to Section 7.1 8.1 shall, in order to be effective, require, in the case of Parent or Parent, action by its board of directors or, to the extent permitted by Law, the duly authorized designee of its board of directors, and, in the case of the Company, to the extent permitted by Law, action by its Board of Directors. Termination of this Agreement by the Company shall not require the approval of the stockholders of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Champps Entertainment Inc)
