Rights to Terminate the Merger Agreement Sample Clauses

Rights to Terminate the Merger Agreement. The Merger Agreement provides that the Merger Agreement may be terminated and the Offer and the Merger may be abandoned by mutual written agreement of the Company and Parent at any time prior to the Acceptance Time. The Merger Agreement provides that the Merger Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Acceptance Time by either the Company or Parent if the Acceptance Time has not occurred on or before December 31, 2014 (the “End Date”), subject to the following conditions and qualifications: • if the Antitrust Condition (as defined below in Section 15 – “Conditions of the Offer”) has not been satisfied by the End Date (as it may be extended), then Parent shall be entitled to extend the End Date by a three month period by written notice to the Company, but: • Parent may not elect such an extension if (i) there shall have been a material uncured breach of, or a material uncured inaccuracy in, a covenant or representation or warranty of Parent or Purchaser set forth in the Merger Agreement; and (ii) as a result of such material uncured breach or inaccuracy, the Company has the immediately exercisable right to validly terminate the Merger Agreement pursuant to the applicable termination provision of the Merger Agreement immediately prior to the scheduled End Date; and • Parent may elect such an extension no more than twice and may not extend the End Date to a date that is later than the 12 month anniversary of the Merger Agreement; and • the right to terminate the Merger Agreement due to failure of the Acceptance Time to have occurred on or before the End Date will not be available to any party whose material breach of any provisions of the Merger Agreement results in such failure. In addition, the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Acceptance Time by either the Company or Parent if: • any Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently enjoining, restraining or otherwise prohibiting the Offer or the consummation of the Merger as contemplated by the Merger Agreement and such Order or other action shall have become final and nonappealable, or if there will be adopted any applicable law or regulation that makes the Offer or the consummation of the Merger illegal or otherwise prohibited; or • the Offer shall have expired (without having been extended) or shall have been terminated in...
Sample 1
AutoNDA by SimpleDocs
Rights to Terminate the Merger Agreement. The Merger Agreement provides that the Merger Agreement may be terminated and the Offer and the Merger may be abandoned by mutual written agreement of the Company and Parent at any time prior to the Acceptance Time. The Merger Agreement provides that the Merger Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Acceptance Time by either the Company or Parent if the Acceptance Time has not occurred on or before November 1, 2016 (the “End Date”), subject to the following conditions and qualifications: • if the Antitrust Condition (as defined below in Section 15 – “Conditions of the Offer”) has not been satisfied by the End Date (as it may be extended), then Parent shall be entitled to extend the End Date by a three month period by written notice to the Company, but: • Parent may not elect such an extension if (i) there shall have been a material uncured breach of, or a material uncured inaccuracy in, a covenant or representation or warranty of Parent or Purchaser set forth in the Merger Agreement; and (ii) as a result of such material uncured breach or inaccuracy, the Company has the immediately exercisable right to validly terminate the Merger Agreement pursuant to the applicable termination provision of the Merger Agreement immediately prior to the scheduled End Date; and • Parent may elect such an extension no more than twice and may not extend the End Date to a date that is later than the 12 month anniversary of the Merger Agreement; and • the right to terminate the Merger Agreement due to failure of the Acceptance Time to have occurred on or before the End Date will not be available to any party whose material breach of any provisions of the Merger Agreement results in such failure. In addition, the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Acceptance Time by either the Company or Parent if: • any governmental authority of competent jurisdiction shall have issued an Order or taken any other action permanently enjoining, restraining or otherwise prohibiting the Offer or the consummation of the Merger as contemplated by the Merger Agreement and such Order or other action shall have become final and nonappealable, or if there will be adopted any applicable law that makes the Offer or the consummation of the Merger illegal or otherwise prohibited; or • the Offer shall have expired (without having been extended) or shall have been terminated in accordance wit...
Sample 1
Rights to Terminate the Merger Agreement. The Merger Agreement provides that the Merger Agreement may be terminated and the Offer and the Merger may be abandoned by mutual written agreement of NetSuite and Parent at any time prior to the Acceptance Time. The Merger Agreement provides that the Merger Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Acceptance Time by either NetSuite or Parent if the Acceptance Time has not occurred on or before January 28, 2017 (the “End Date”), subject to the following conditions and qualifications: • if the Antitrust Condition (as defined below in Section 15 – “Conditions of the Offer”) has not been satisfied by the End Date (as it may be extended), then either Parent or NetSuite shall be entitled to extend the End Date by a three month period by written notice to the other party, and either Parent or NetSuite shall be entitled to further extend the End Date by a second three month period by written notice to NetSuite or Parent, as applicable, but: • in no event shall the End Date be extended to a date that is later than the 12 month anniversary of the Merger Agreement; and • the right to terminate the Merger Agreement due to failure of the Acceptance Time to have occurred on or before the End Date will not be available to any party whose material breach of any provisions of the Merger Agreement results in such failure.
Sample 1
Rights to Terminate the Merger Agreement. The Merger Agreement provides that the Merger Agreement may be terminated and the Offer and the Merger may be abandoned by mutual written agreement of the Company and Parent at any time prior to the Acceptance Time.
Sample 1

Related to Rights to Terminate the Merger Agreement

  • 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.

  • 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.

  • 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.

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

  • Termination; Merger Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, Lessor shall, in the event of any such surrender, termination or cancellation, have the option to continue any one or all of any existing subtenancies. Lessor's failure within ten (10) days following any such event to make a written election to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest.

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

  • of the Merger Agreement Section 3.5 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

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

  • Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!