Termination 4. 1 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written consent of Seller and Purchaser; (b) by Seller, if the Closing has not occurred by 5:00pm (Eastern time) on the Closing Date; or (c) by Purchaser if, during the Due Diligence Period, Purchaser discovers invalidating prior art or some other issue that would have a material adverse effect on Purchaser’s ability to assert, enforce and/or license the patents (“Material Adverse Issue”), provided however, Purchaser must first notify Seller in writing within two (2) business days of when it discovers what it considers to be a Material Adverse Issue, and both Purchaser and Seller shall then meet within three (3) business days of such notice to discuss Purchaser’s perceived Material Adverse Issue in attempt to determine whether such issue is, in fact, a Material Adverse Issue. If, after commercially reasonable discussions and efforts, the parties cannot resolve the issue or otherwise agree in good faith that the issue is not a Material Adverse Issue, Purchaser can then terminate this Agreement by written notice to Seller. -5- 5. Closing Conditions 5.1 Conditions to Purchaser’s Obligation to Close. Purchaser’s obligation to consummate the transactions contemplated hereby is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) The representations and warranties of Seller set forth in Section 7.1 hereof, without giving effect to any materiality qualifications therein, shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date).
Termination 4. 1 Termination This Agreement shall remain in full force and effect until the earliest of: (a) the Company, the Board or the Shareholders materially breach an obligation under this Agreement, provided that the non-breaching party elects to terminate this Agreement and, if such breach is curable, such non-breaching party has provided written notice of such breach (which notice shall specify in reasonable detail the facts and circumstances surrounding such breach) and such breach has not been cured within a ten (10) day period; provided that if this Agreement is terminated pursuant to this Section 4.1(a) as a result of an uncured breach by the Shareholders, the Icahn Designees (and the Additional Shareholders Candidate, if applicable) agree to, and the Shareholders agree to cause the Icahn Designees (and the Additional Shareholders Candidate, if applicable) to, promptly resign from the Board; (b) immediately following the 2014 Meeting if neither of the Icahn Designees, the Additional Shareholders Candidate, if applicable, or their respective Replacements are elected to the Board (for the avoidance of doubt, this Agreement shall not be terminated pursuant to this Section 4.1(b) if only one of the Icahn Designees is elected to the Board at the 2014 Meeting); (c) at any time on or after January 15, 2015, the date on which both of the following have occurred: (A) the Icahn Designees (and the Additional Shareholders Candidate, if applicable) tender their resignation from the Board and (B) the Shareholders provide written notice to the Company that the Shareholders do not intend to exercise their right to designate a Replacement pursuant to Section 1.3 herein; (d) the date that is ninety (90) days after the Shareholders collectively cease to beneficially own at least 10,817,716 shares of Common Stock (as adjusted from time to time for any stock dividends, combinations, splits, reverse stock, recapitalizations, or other similar occurrence); provided that such ninety (90) day period shall be deemed to end on January 15, 2015 if it has not ended prior to such date; (e) at any time following the date hereof, the date on which all of the following have occurred: (A) the Company has announced an extraordinary general meeting of the shareholders for any purpose (except (i) as contemplated by Section 1.3(b) of this Agreement or (ii) if either Icahn Designee, the Additional Shareholders Candidate, if applicable, or their respective Replacements voted in favor of holding, or...
Termination 4. 1 This Agreement shall terminate as expressly provided in this Agreement unless earlier terminated as follows: (a) by written agreement of the parties; or (b) by withdrawal of a party to this Agreement, the effective date of such withdrawal to be at least 7 days after notice of the withdrawal has been given by the withdrawing party. Any withdrawal under this provision shall not relieve the withdrawing party of its share of expenses and obligations (whether such accrue before or after such withdrawal) arising out of duties, obligations and liabilities assumed prior to such withdrawal; or (c) by the failure of a party to perform its obligations or pay its portion of expenses as required by this Agreement. Upon such event the party who is not in default may give notice to the defaulting party, which notice shall specify details of such failure. If within 30 days after receipt of such notice the defaulting party has not cured such failure or begun corrective action to cure such failure then the party who is not in default may terminate this Agreement by giving written notice of such termination to the defaulting party and the defaulting party shall be deemed to have withdrawn from this Agreement pursuant to paragraph (b) of this section 4.
1. Any default under this provision shall not relieve the defaulting party of its share of expenses and obligations (whether such accrue before or after such default) arising out of duties, obligations and liabilities assumed prior to such default. 5.
Termination 4. 1 This Agreement shall terminate upon the expiration of the term under Paragraph 3, unless earlier terminated pursuant to Paragraph 4.2, 4.3, or 4.8 hereof.
Termination 4. 4.1 The Employer is entitled to terminate this Contract if the Consultant culpably fails to meet its contractual obligations, the performance of its Services is not in compliance with the Contract, or the Services are not performed in a timely fashion. In this case, the Consultant is solely entitled to demand the agreed remuneration for the Services performed until the date of termination but not yet remunerated. The Employer shall be entitled to demand compensation for the direct damage caused by this default.
Termination 4. 6.1 For Cause 4
6.2 Without Cause 4
6.3 For Good Reason 4 6.4 Resignation 4
6.5 Death or Disability 5
6.6 Retirement 5 7.1 Cause 5 7.2 Good Reason 6 7.3 Disability 7 7.4 Change in Control 7 7.5 Termination of Employment 8
Termination 4. 1. This Contract shall expire automatically upon its Effective Date of Expiration, as provided under Article 1 of this Contract.
Termination 4
