Termination Amendment Waiver. 12.1 This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of Organik, TGCI and those Shareholders listed in Exhibit A, under Section 9.4 hereof: (a) By mutual agreement of Organik and TGCI; (b) If the Closing (as defined in Section 3) shall not have taken place on or prior to December 15, 2001, this Agreement can be terminated upon written notice given by Organik or TGCI which is not in material default; (c) By Organik, if in its reasonable believe there has been a material misrepresentation or breach of warranty on the part of any Shareholder listed in Exhibit A in the representations and warranties set forth in the Agreement. (d) By TGCI or a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if, in the reasonable belief of TGCI or any such Shareholders, there has been a material misrepresentation or breach of warranty on the part of Organik in the representations and warranties set forth in the Agreement; (e) By Organik if, in its opinion or that of its counsel, the Exchange does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in Organik's opinion or that of its counsel, without unreasonable expense or effort; (f) By Organik or by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the Exchange, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement]; (g) By Organik if the business or assets or financial condition of TGCI, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if the business or assets or financial condition of Organik, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; (h) By Organik if holders of five percent (5%) or more of the TGCI Shares fail to tender their stock at the Closing of the Exchange; (i) By Organik or TGCI if, in the opinion of Organik's independent accountants, it should appear that the combined entity will not be auditable to SEC accounting standards; (j) By TGCI if Organik fails to perform material conditions set forth in Subsections 11.1 and 11.3 herein; (k) By TGCI if examination of Organik's books and records pursuant to Section 5 herein uncovers a material deficiency; (l) By Organik if TGCI fails to perform material conditions set forth in Subsections 11.1 and 11.2 herein; and (m) By Organik if examination of TGCI's books and records pursuant to Section 4 herein uncovers a material deficiency. 12.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound thereby. 12.3 Neither this Agreement nor any provision herein may be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after the date hereof, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contained in this Agreement.
Appears in 2 contracts
Samples: Plan and Agreement of Reorganization (Vakili Ali), Plan and Agreement of Reorganization (Organik Technologies Inc)
Termination Amendment Waiver. 12.1 11.1 This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either partyparty hereto, except with respect to the obligations of OrganikMRM, TGCI TOMEC and those the TOMEC Shareholders listed in Exhibit A, under Section 9.4 8.4 hereof:
(a) By mutual agreement of Organik MRM and TGCI;TOMEC.
(b) If the Closing (as defined in Section 3) shall not have taken place on or prior to December 15November 30, 20011997, this Agreement can be terminated upon written notice given by Organik MRM or TGCI which TOMEC, provided that such party giving notice is not in material default;.
(c) By OrganikMRM, if in its reasonable believe belief there has been a material misrepresentation or breach of warranty on the part of any Shareholder listed in Exhibit A in the representations and warranties set forth in the Agreement.
(d) By TGCI TOMEC or by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) of those TOMEC Shareholders listed on EXHIBIT A if, in the reasonable belief of TGCI TOMEC or of any such Shareholders, there has been a material misrepresentation or breach of or warranty on the part of Organik MRM in the representations and warranties set forth in the this Agreement;.
(e) By Organik MRM if, in its opinion or that of its counsel, the Exchange does not qualify for exemption from registration under applicable federal and or state securities laws, or qualification, if obtainable, cannot be accomplished (in OrganikMRM's opinion or that of its counsel, ) without unreasonable expense or effort;.
(f) By Organik MRM if, in its opinion or that of its counsel, the Exchange cannot be consummated under California or other relevant state corporate law or, if consummation is possible, that it cannot be accomplished (in MRM's opinion or that of its counsel) without unreasonable expense or effort.
(g) By MRM or by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) of the TOMEC Shareholders listed on EXHIBIT A if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities authorities, or by any other person person, of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the ExchangeExchange Transaction, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement];.
(gh) By Organik MRM if the business or assets or financial condition of TGCITOMEC, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or be reason of changes or developments, or in operations in the ordinary course of business, or otherwise; or, by a majority (as measured by their equity interest) of those TOMEC Shareholders listed on EXHIBIT A if the business or assets or financial condition of MRM, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments developments, or in operations in the ordinary course of business business, or otherwise; or, by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if the business or assets or financial condition of Organik, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;.
(hi) By Organik MRM if holders of more than five percent (5%) or more of the TGCI TOMEC Shares fail to tender their stock Shares at the Closing of the Exchange;Exchange Transaction.
(ij) By Organik or TGCI MRM if, in the opinion of Organik's independent accountantsits sole discretion, it should appear appears that the combined entity will not be auditable to SEC accounting standards;auditable.
(jk) By TGCI TOMEC if Organik MRM fails to perform material conditions as set forth in Subsections 11.1 and 11.3 Section 10 herein;.
(kl) By TGCI TOMEC if examination of OrganikMRM's books and records pursuant to Section 5 herein uncovers a material deficiency;.
(lm) By Organik MRM if TGCI TOMEC fails to perform material conditions as set forth in Subsections 11.1 and 11.2 Section 10 herein; and.
(mn) By Organik MRM if examination of TGCITOMEC's books and records pursuant to Section 4 herein uncovers a material deficiency.
12.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound thereby.
12.3 Neither this Agreement nor any provision herein may be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after the date hereof, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Samples: Plan and Agreement of Reorganization (Medical Resources Management Inc)
Termination Amendment Waiver. 12.1 This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of OrganikFZON, TGCI PROFIRE and those the PROFIRE Shareholders listed in Exhibit A, B under Section 9.4 hereof:
(a) By mutual agreement of Organik FZON and TGCIPROFIRE;
(b) If the Closing (as defined in Section 3) shall has not have taken place on or prior to December November 15, 20012008, this Agreement can be terminated upon written notice given by Organik FZON or TGCI PROFIRE which is not in material default;
(c) By OrganikFZON, if in its reasonable believe belief there has been a material misrepresentation or breach of warranty on the part of any Shareholder listed in Exhibit A B in the representations and warranties set forth in the Agreement.
(d) By TGCI PROFIRE or a majority of those the PROFIRE Shareholders listed in Exhibit A B (as measured by their equity interest) if, in the reasonable belief of TGCI PROFIRE or any such Shareholders, there has been a material misrepresentation or breach of warranty on the part of Organik FZON in the representations and warranties set forth in the Agreement;
(e) By Organik FZON if, in its opinion or that of its counsel, the Exchange does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in Organik's FZON’s opinion or that of its counsel, without unreasonable expense or effort;
(f) By Organik FZON or by a majority of those the FZON Shareholders listed in Exhibit A B (as measured by their equity interest) if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the Exchange, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement];
(g) By Organik FZON if the business or assets or financial condition of TGCIPROFIRE, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those the PROFIRE Shareholders listed in Exhibit A B (as measured by their equity interest) if the business or assets or financial condition of OrganikFZON, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;
(h) By Organik if FZONif holders of five percent (5%) or more of the TGCI PROFIRE Shares fail to tender their stock at the Closing of the Exchange;
(i) By Organik FZON or TGCI PROFIRE if, in the opinion of Organik's FZON’s independent accountants, it should appear that the combined entity will not be auditable to SEC accounting standards;
(j) By TGCI PROFIRE if Organik FZON fails to perform material conditions set forth in Subsections Sub-Section 11.1 and 11.3 herein;
(k) By TGCI PROFIRE if examination of Organik's FZON’s books and records pursuant to Section 5 herein uncovers a material deficiency;
(l) By Organik FZON if TGCI PROFIRE fails to perform material conditions set forth in Subsections Sub-Section 11.1 and 11.2 herein; and
(m) By Organik FZON if examination of TGCI's PROFIRE’s books and records pursuant to Section 4 herein uncovers a material deficiency.
12.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound therebybound.
12.3 Neither this Agreement nor any provision herein may be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after the date hereof, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Amendment Waiver. 12.1 13.1 This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of OrganikCapsalus, TGCI the Company and those Shareholders listed in Exhibit A, the Seller under Section 9.4 10.4 hereof:
(a) By mutual agreement of Organik Capsalus and TGCIthe Seller;
(b) If the Closing (as defined in Section 34) shall has not have taken place on or prior to December 15, 2001within thirty (30) days from the date of this Agreement, this Agreement can be terminated upon written notice given by Organik Capsalus or TGCI the Seller which is not in material default;
(c) By OrganikCapsalus, if in its reasonable believe belief there has been a material misrepresentation or breach of warranty on the part of any Shareholder listed in Exhibit A the Seller in the representations and warranties set forth in the Agreement.
(d) By TGCI or a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) the Seller if, in the reasonable belief of TGCI or any such Shareholdersthe Seller, there has been a material misrepresentation or breach of warranty on the part of Organik Capsalus in the representations and warranties set forth in the Agreement;
(e) By Organik Capsalus if, in its opinion or that of its counsel, the Exchange Transaction does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in Organik's Capsalus’ opinion or that of its counsel, without unreasonable expense or effort;
(f) By Organik Capsalus or by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) the Seller if either party shall determine in its sole discretion that the Exchange Transaction has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the ExchangeExchange Transaction, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement];
(g) By Organik Capsalus if the business or assets or financial condition of TGCIthe Company, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) the Seller if the business or assets or financial condition of OrganikCapsalus, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;
(h) By Organik if holders of five percent (5%) Capsalus or more of the TGCI Shares fail to tender their stock at the Closing of the Exchange;
(i) By Organik or TGCI Seller if, in the opinion of Organik's Capsalus’ independent accountants, it should appear that the combined entity will not be auditable to SEC accounting accountant’s standards;
(ji) By TGCI the Company if Organik Capsalus fails to perform material conditions set forth in Subsections 11.1 Sub-Section 12.1 and 11.3 12.3 herein;
(kj) By TGCI the Seller if examination of Organik's Capsalus’ books and records pursuant to Section 5 7 herein uncovers a material deficiency;
(lk) By Organik Capsalus if TGCI the Company fails to perform material conditions set forth in Subsections 11.1 Section 10.5 and 11.2 Sub-Section 13.1 and 13.2 herein; and
(ml) By Organik Capsalus if examination of TGCI's the Company’s books and records pursuant to Section 4 7 herein uncovers a material deficiency.
12.2 (m) By the Seller if by determination of tax advisors the transaction will not qualify as non-taxable.
13.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound therebybound.
12.3 Neither this Agreement nor any provision herein may be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after the date hereof, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Amendment Waiver. 12.1 This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of OrganikGEII, TGCI GEP and those Shareholders listed in Exhibit A, the GEP Stockholder under Section 9.4 hereof:
(a) By mutual agreement of Organik GEII and TGCIGEP;
(b) If the Closing (as defined in Section 3) shall has not have taken place on or prior to December 1531, 20012010, this Agreement can be terminated upon written notice given by Organik GEII or TGCI GEP which is not in material default;
(c) By OrganikGEII, if in its reasonable believe there has been a material misrepresentation or breach of warranty on the part of any Shareholder listed in Exhibit A the Stockholder in the representations and warranties set forth in the Agreement.
(d) By TGCI GEP or a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) the Stockholder if, in the reasonable belief of TGCI GEP or any such Shareholdersthe Stockholder, there has been a material misrepresentation or breach of warranty on the part of Organik GEII in the representations and warranties set forth in the Agreement;
(e) By Organik GEII if, in its opinion or that of its counsel, the Exchange does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in OrganikGEII's opinion or that of its counsel, without unreasonable expense or effort;
(f) By Organik GEII or by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) the Stockholder, if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the Exchange, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement];
(g) By Organik GEII if the business or assets or financial condition of TGCIGEP, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) the Stockholder if the business or assets or financial condition of OrganikGEII, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;
(h) By Organik if holders of five percent (5%) GEII or more of the TGCI Shares fail to tender their stock at the Closing of the Exchange;
(i) By Organik or TGCI GEP if, in the opinion of OrganikGEII's independent accountants, it should appear that the combined entity will not be auditable to SEC accounting standards;
(ji) By TGCI GEP if Organik GEII fails to perform material conditions set forth in Subsections Sub-Section 11.1 and 11.3 herein;
(kj) By TGCI GEP if examination of OrganikGEII's books and records pursuant to Section 5 herein uncovers a material deficiency;
(lk) By Organik GEII if TGCI GEP fails to perform material conditions set forth in Subsections Sub-Section 11.1 and 11.2 herein; and
(ml) By Organik GEII if examination of TGCIGEP's books and records pursuant to Section 4 herein uncovers a material deficiency.
12.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound therebybound.
12.3 Neither In the event of termination of this Agreement nor any provision herein may by either GEII or GEP as provided in Section 12.1, this Agreement shall forthwith become void and there shall be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after no liability or obligation on the date hereof, including without limitation any investigation by or on behalf part of any partyof the parties or their respective officers or directors except with respect to Section 9, which provisions shall be deemed survive such termination, and except that, notwithstanding anything to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contrary contained in this Agreement, neither GEII nor GEP shall be relieved or released from any liabilities or damages arising out of its willful and material breach of this Agreement.
Appears in 1 contract
Samples: Plan and Agreement of Reorganization (Global Equity International Inc)
Termination Amendment Waiver. 12.1 10.1 This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of Organik, TGCI ESSXSPORT and those MBH Shareholders listed in Exhibit A, A under Section 9.4 7.4 hereof:
(a) By mutual agreement of Organik ESSXSPORT and TGCIthe MBH Shareholders;
(b) If the Closing (as defined in Section 3) shall has not have taken place on or prior to December 15March 5, 20012004, this Agreement can be terminated upon written notice given by Organik ESSXSPORT or TGCI the MBH Shareholders which is not in material default;
(c) By OrganikESSXSPORT, if in its reasonable believe there has been a material misrepresentation or breach of warranty on the part of any MBH Shareholder listed in Exhibit A in the representations and warranties set forth in the Agreement.
(d) By TGCI or a majority of those MBH Shareholders listed in Exhibit A (as measured by their equity interest) if, in the reasonable belief of TGCI or any such MBH Shareholders, there has been a material misrepresentation or breach of warranty on the part of Organik ESSXSPORT in the representations and warranties set forth in the Agreement;
(e) By Organik ESSXSPORT or those MBH Shareholders listed in Exhibit A if, in its their opinion or that of its their counsel, the Exchange does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in OrganikESSXSPORT's opinion or that of its counsel, without unreasonable expense or effort;
(f) By Organik ESSXSPORT or by a majority of those MBH Shareholders listed in Exhibit A (as measured by their equity interest) if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the Exchange, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement];
(g) By Organik ESSXSPORT if the business or assets or financial condition of TGCIMBH, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those MBH Shareholders listed in Exhibit A (as measured by their equity interest) if the business or assets or financial condition of OrganikESSXSPORT, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;
(h) By Organik a majority of those MBH Shareholders if holders of five percent (5%) or more of the TGCI Shares fail to tender their stock at the Closing of the Exchange;
(i) By Organik or TGCI if, in the opinion of Organik's independent accountants, it should appear that the combined entity will not be auditable to SEC accounting standards;
(j) By TGCI if Organik ESSXSPORT fails to perform material conditions set forth in Subsections 11.1 Sub-Section 9.1 and 11.3 9.3 herein;
(ki) By TGCI ESSXSPORT if examination of Organik's books and records pursuant to Section 5 herein uncovers a material deficiency;
(l) By Organik if TGCI fails the MBH Shareholders fail to perform material conditions set forth in Subsections 11.1 Sub-Section 9.1 and 11.2 9.2 herein; and
(m) By Organik if examination of TGCI's books and records pursuant to Section 4 herein uncovers a material deficiency.
12.2 10.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound therebybound.
12.3 Neither this Agreement nor any provision herein may be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after the date hereof, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Amendment Waiver. 12.1 This Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time notwithstanding approval thereof by the stockholders of the Company, but prior to the ClosingEffective Time: by mutual written consent duly authorized by the Boards of Directors of the Company, Parent and Acquisition Sub; by either the contemplated transactions abandoned, Company or Parent: if (1) the Offer terminates or expires in accordance with its terms or if Parent terminates the Offer as the result of the occurrence of any of the conditions set forth in Annex I hereto without liability to either party, except with respect Acquisition Sub having purchased any Shares pursuant to the obligations of OrganikOffer, TGCI and those Shareholders listed in Exhibit Aprovided, under however, that the right to terminate this Agreement pursuant to this Section 9.4 hereof:
(a) By mutual agreement of Organik and TGCI;
(b) If the Closing (as defined in Section 38.l(b)(i)(1) shall not have taken place on be available to Parent if the failure by Parent or prior Acquisition Sub to December 15, 2001, fulfill any of their respective obligations under this Agreement can be terminated upon written notice given by Organik or TGCI which is not in material default;
(c) By Organik, if in its reasonable believe there has been a material misrepresentation or breach of warranty on by Parent or Acquisition Sub results in the part occurrence of any Shareholder listed in Exhibit A in such condition, and shall not be available to the representations and warranties set forth in Company if the Agreement.
(d) By TGCI failure by the Company to fulfill any of its obligations under this Agreement or a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if, in the reasonable belief of TGCI or any such Shareholders, there has been a material misrepresentation or breach of warranty on the part of Organik by Company results in the representations occurrence of any such condition; or (2) Acquisition Sub shall not have purchased any Shares pursuant to the Offer on or before December 31, 1996, provided however, that the right to terminate this Agreement pursuant to this Section 8.1(b)(i)(2) shall not be available to Parent if such failure to purchase any Shares is the result of a failure by Parent or Acquisition Sub to fulfill any of their respective obligations under this Agreement or a misrepresentation or breach of warranty by Parent or Acquisition Sub, and warranties set forth in shall not be available to the Agreement;
(e) By Organik if, in its opinion or that Company if such failure to purchase any Shares is the result of a failure by the Company to fulfill any of its counsel, the Exchange does not qualify for exemption from registration obligations under applicable federal and state securities laws, this Agreement or qualification, if obtainable, cannot be accomplished in Organik's opinion a misrepresentation or that breach of its counsel, without unreasonable expense or effort;
(f) By Organik or warranty by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the Exchange, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement];
(g) By Organik Company; if the business or assets or financial condition of TGCI, taken as a whole, Merger shall not have been materially and adversely affected, whether by the institution of litigation consummated on or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those Shareholders listed in Exhibit A before six (as measured by their equity interest6) if the business or assets or financial condition of Organik, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;
(h) By Organik if holders of five percent (5%) or more of the TGCI Shares fail to tender their stock at the Closing of the Exchange;
(i) By Organik or TGCI if, in the opinion of Organik's independent accountants, it should appear that the combined entity will not be auditable to SEC accounting standards;
(j) By TGCI if Organik fails to perform material conditions set forth in Subsections 11.1 and 11.3 herein;
(k) By TGCI if examination of Organik's books and records pursuant to Section 5 herein uncovers a material deficiency;
(l) By Organik if TGCI fails to perform material conditions set forth in Subsections 11.1 and 11.2 herein; and
(m) By Organik if examination of TGCI's books and records pursuant to Section 4 herein uncovers a material deficiency.
12.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound thereby.
12.3 Neither this Agreement nor any provision herein may be waived except by an instrument in writing signed by all parties hereto. No action taken by any party months after the date hereof, including without limitation any investigation by or on behalf unless the failure to consummate the Merger is the result of any party, shall be deemed to constitute a waiver material breach of this Agreement by the party taking such action seeking to terminate this Agreement; or if any court of compliance by competent jurisdiction or any other party governmental body shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; by the Company if (i) the Offer has not been timely commenced in accordance with Section 1.1; or (ii) Parent or Acquisition Sub fails to perform in any representationsmaterial respect any of their respective obligations under this Agreement and such failure to perform has not been cured within five (5) business days after notice thereof is given to Parent by the Company (except that no cure period shall be provided for any failure which, warrantiesby its nature, covenants cannot be cured); by Parent or agreements contained Acquisition Sub if the Company fails to perform in any material respect any of its obligations under this AgreementAgreement and such failure to perform has not been cured within five (5) business days after notice thereof is given to the Company by Parent (except that no cure period shall be provided for any failure which, by its nature, cannot be cured); or by the Company if the Board of Directors of the Company has approved, accepted or recommended an Approved Offer in accordance with Section 6.2.
Appears in 1 contract
Samples: Merger Agreement (Nash Finch Co)
Termination Amendment Waiver. 12.1 This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of OrganikARROW CARS INTERNATIONAL INC, TGCI AC and those Shareholders listed in Exhibit A, the AC STOCKHOLDERS under Section 9.4 hereof:
(a) By mutual agreement of Organik ACI INC and TGCIAC;
(b) If the Closing (as defined in Section 3) shall has not have taken place on or prior to December 15APRIL 4, 20012012, this Agreement can be terminated upon written notice given by Organik ACI INC or TGCI AC which is not in material default;
(c) By OrganikACI INC, if in its reasonable believe there has been a material misrepresentation or breach of warranty on the part of any Shareholder listed in Exhibit A the Stockholder in the representations and warranties set forth in the Agreement.
(d) By TGCI AC or a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) the Stockholders if, in the reasonable belief of TGCI AC or any such Shareholdersthe Stockholders, there has been a material misrepresentation or breach of warranty on the part of Organik ACI INC in the representations and warranties set forth in the Agreement;
(e) By Organik ACI INC if, in its opinion or that of its counsel, the Exchange does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in OrganikACI INC's opinion or that of its counsel, without unreasonable expense or effort;
(f) By Organik ACI INC or by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) the Stockholders, if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the Exchange, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement];
(g) By Organik ACI INC if the business or assets or financial condition of TGCIAC, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) the Stockholders if the business or assets or financial condition of OrganikACI INC, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;
(h) By Organik if holders of five percent (5%) NEWCO or more of the TGCI Shares fail to tender their stock at the Closing of the Exchange;
(i) By Organik or TGCI AC if, in the opinion of OrganikACI INC's independent accountants, it should appear that the combined entity will not be auditable to SEC accounting standards;
(ji) By TGCI AC if Organik ACI INC fails to perform material conditions set forth in Subsections Sub-Section 11.1 and 11.3 herein;
(kj) By TGCI AC if examination of OrganikACI INC's books and records pursuant to Section 5 herein uncovers a material deficiency;
(lk) By Organik ACI INC if TGCI AC fails to perform material conditions set forth in Subsections Sub-Section 11.1 and 11.2 herein; and
(ml) By Organik ACI INC if examination of TGCIAC's books and records pursuant to Section 4 herein uncovers a material deficiency.
12.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound therebybound.
12.3 Neither In the event of termination of this Agreement nor any provision herein may by either ACI INC or AC as provided in Section 12.1, this Agreement shall forthwith become void and there shall be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after no liability or obligation on the date hereof, including without limitation any investigation by or on behalf part of any partyof the parties or their respective officers or directors except with respect to Section 9, which provisions shall be deemed survive such termination, and except that, notwithstanding anything to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contrary contained in this Agreement, neither ACI INC nor AC shall be relieved or released from any liabilities or damages arising out of its willful and material breach of this Agreement.
Appears in 1 contract
Samples: Plan and Agreement of Reorganization (Arrow Cars International Inc)
Termination Amendment Waiver. 12.1 This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of OrganikFMG, TGCI WALLSTREET and those Shareholders WALLSTREET Stockholders listed in Exhibit "A, " under Section 9.4 hereof:
(a) By mutual agreement of Organik FMG and TGCIWALLSTREET;
(b) If the Closing (as defined in Section 3) shall has not have taken place on or prior to December 15November 30,, 20012005, this Agreement can be terminated upon written notice given by Organik FMG or TGCI WALLSTREET which is not in material default;
(c) By OrganikFMG, if in its reasonable believe there has been a material misrepresentation or breach of warranty on the part of any Shareholder Stockholder listed in Exhibit A "A" in the representations and warranties set forth in the Agreement.
(d) By TGCI WALLSTREET or a majority of those Shareholders Stockholders listed in Exhibit A "A" (as measured by their equity interest) if, in the reasonable belief of TGCI WALLSTREET or any such ShareholdersStockholders, there has been a material misrepresentation or breach of warranty on the part of Organik FMG in the representations and warranties set forth in the Agreement;
(e) By Organik FMG if, in its opinion or that of its counsel, the Exchange does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in OrganikFMG's opinion or that of its counsel, without unreasonable expense or effort;
(f) By Organik FMG or by a majority of those Shareholders Stockholders listed in Exhibit A "A" (as measured by their equity interest) if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the Exchange, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement];
(g) By Organik FMG if the business or assets or financial condition of TGCIWALLSTREET, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those Shareholders Stockholders listed in Exhibit A "A" (as measured by their equity interest) if the business or assets or financial condition of OrganikFMG, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;
(h) By Organik FMG if holders of five eight percent (58%) or more of the TGCI Shares WALLSTREET common stock fail to tender their stock membership interests at the Closing of the Exchange;
(i) By Organik FMG or TGCI WALLSTREET if, in the opinion of OrganikFMG's independent accountants, it should appear that the combined entity will not be auditable to SEC accounting standards;
(j) By TGCI WALLSTREET if Organik FMG fails to perform material conditions set forth in Subsections Sub-Section 11.1 and 11.3 herein;
(k) By TGCI WALLSTREET if examination of OrganikFMG's books and records pursuant to Section 5 herein uncovers a material deficiency;
(l) By Organik FMG if TGCI WALLSTREET fails to perform material conditions set forth in Subsections Sub-Section 11.1 and 11.2 herein; and
(m) By Organik FMG if examination of TGCIWALLSTREET's books and records pursuant to Section 4 herein uncovers a material deficiency.
12.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound therebybound.
12.3 Neither In the event of termination of this Agreement nor any provision herein may by either FMG or WALLSTREET as provided in Section 12.1, this Agreement shall forthwith become void and there shall be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after no liability or obligation on the date hereof, including without limitation any investigation by or on behalf part of any partyof the parties or their respective officers or directors except with respect to Section 9, which provisions shall be deemed survive such termination, and except that, notwithstanding anything to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contrary contained in this Agreement, neither FMG nor WALLSTREET shall be relieved or released from any liabilities or damages arising out of its willful and material breach of this Agreement.
Appears in 1 contract
Samples: Plan and Agreement of Reorganization (Giant Jr. Investments Corp.)
Termination Amendment Waiver. 12.1 (a) This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of Organik, TGCI and those Shareholders listed in Exhibit A, under Section 9.4 hereof:
(ai) By by mutual agreement consent of Organik Amincor and TGCITulare;
(bii) If the Closing (as defined in Section 3) shall not have taken place on or prior to December 15, 2001, this Agreement can be terminated upon written notice given by Organik or TGCI which is not in material default;
(c) By OrganikTulare, if in its reasonable believe there has been a material misrepresentation or breach of warranty on the part by Amincor of any Shareholder listed of its material representations, warranties, covenants or agreements contained in Exhibit A in this Agreement including but not limited to the representations and warranties set forth in filing of the Agreement.Public Reports;
(diii) By TGCI or a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) ifAmincor, in the reasonable belief of TGCI or any such Shareholders, if there has been a material misrepresentation or breach by Tulare of warranty on the part of Organik in the representations and warranties set forth in the Agreement;
(e) By Organik if, in its opinion or that any of its counsel, the Exchange does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in Organik's opinion or that of its counsel, without unreasonable expense or effort;
(f) By Organik or by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the Exchange, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement];
(g) By Organik if the business or assets or financial condition of TGCI, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if the business or assets or financial condition of Organik, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;
(h) By Organik if holders of five percent (5%) or more of the TGCI Shares fail to tender their stock at the Closing of the Exchange;
(i) By Organik or TGCI if, in the opinion of Organik's independent accountants, it should appear that the combined entity will not be auditable to SEC accounting standards;
(j) By TGCI if Organik fails to perform material conditions set forth in Subsections 11.1 and 11.3 herein;
(k) By TGCI if examination of Organik's books and records pursuant to Section 5 herein uncovers a material deficiency;
(l) By Organik if TGCI fails to perform material conditions set forth in Subsections 11.1 and 11.2 herein; and
(m) By Organik if examination of TGCI's books and records pursuant to Section 4 herein uncovers a material deficiency.
12.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound thereby.
12.3 Neither this Agreement nor any provision herein may be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after the date hereof, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contained in this Agreement;
(iv) by either Amincor or Tulare if any decree, permanent injunction, judgment, order or other action by any court of competent jurisdiction or any governmental entity preventing or prohibiting consummation of the transactions contemplate hereby shall have become final and nonappealable; or
(b) In the event of the termination of this Agreement by either Amincor or Tulare pursuant to Section 8(a), this Agreement shall forthwith become void, there shall be no liability under this Agreement on the part of Amincor or Tulare, other than the provisions of this Section 8(b), and except to the extent that such termination results from the breach by a party of any of its representations, warranties, covenants or agreements set forth in this Agreement.
(c) Except as otherwise required by law, this Agreement may be amended by the parties hereto by action taken by or on behalf of their respective Boards of Directors at any time prior to the Closing. This Agreement may not be amended except by an instrument in writing signed by the parties hereto.
(d) At any time prior to the Closing, any party hereto may (i) extend the time for the performance of any of the obligations or other parties hereto, (ii) waive any inaccuracies in the representations and warranties of the other parties contained herein or in any document delivered pursuant hereto and (iii) waive compliance by the other parties with any of the agreements of conditions contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby.
Appears in 1 contract
Termination Amendment Waiver. 12.1 This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of OrganikEMPS RESEARCH, TGCI CONDESA and those CONDESA Shareholders listed in Exhibit A, A under Section 9.4 hereof:
(a) By mutual agreement of Organik EMPS RESEARCH and TGCICONDESA;
(b) If the Closing (as defined in Section 3) shall has not have taken place on or prior to December 15January 31, 20012005, this Agreement can be terminated upon written notice given by Organik EMPS RESEARCH or TGCI CONDESA which is not in material default;
(c) By OrganikEMPS RESEARCH, if in its reasonable believe there has been a material misrepresentation or breach of warranty on the part of any Shareholder listed in Exhibit A in the representations and warranties set forth in the Agreement.
(d) By TGCI CONDESA or a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if, in the reasonable belief of TGCI CONDESA or any such Shareholders, there has been a material misrepresentation or breach of warranty on the part of Organik EMPS RESEARCH in the representations and warranties set forth in the Agreement;
(e) By Organik EMPS RESEARCH if, in its opinion or that of its counsel, the Exchange does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in OrganikEMPS RESEARCH's opinion or that of its counsel, without unreasonable expense or effort;
(f) By Organik EMPS RESEARCH or by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the Exchange, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement];
(g) By Organik EMPS RESEARCH if the business or assets or financial condition of TGCICONDESA, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if the business or assets or financial condition of OrganikEMPS RESEARCH, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;
(h) By Organik EMPS RESEARCH if holders of five percent (5%) or more of the TGCI CONDESA Shares fail to tender their stock at the Closing of the Exchange;
(i) By Organik EMPS RESEARCH or TGCI CONDESA if, in the opinion of OrganikEMPS RESEARCH's independent accountants, it should appear that the combined entity will not be auditable to SEC accounting standards;
(j) By TGCI CONDESA if Organik EMPS RESEARCH fails to perform material conditions set forth in Subsections Sub-Section 11.1 and 11.3 herein;
(k) By TGCI CONDESA if examination of OrganikEMPS RESEARCH's books and records pursuant to Section 5 herein uncovers a material deficiency;
(l) By Organik EMPS RESEARCH if TGCI CONDESA fails to perform material conditions set forth in Subsections Sub-Section 11.1 and 11.2 herein; and
(m) By Organik EMPS RESEARCH if examination of TGCICONDESA's books and records pursuant to Section 4 herein uncovers a material deficiency.
12.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound therebybound.
12.3 Neither this Agreement nor any provision herein may be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after the date hereof, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Samples: Plan and Agreement of Reorganization (Emps Research Corp)
Termination Amendment Waiver. 12.1 This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of OrganikBEKEM METALS, TGCI KAZAKH METALS and those KAZAKH METALS Shareholders listed in Exhibit A, A under Section 9.4 hereof:
(a) By mutual agreement of Organik BEKEM METALS and TGCIKAZAKH METALS;
(b) If the Closing (as defined in Section 3) shall has not have taken place on or prior to December 15January 31, 20012006, this Agreement can be terminated upon written notice given by Organik BEKEM METALS or TGCI KAZAKH METALS which is not in material default;
(c) By OrganikBEKEM METALS, if in its reasonable believe there has been a material misrepresentation or breach of warranty on the part of any Shareholder listed in Exhibit A in the representations and warranties set forth in the Agreement.
(d) By TGCI KAZAKH METALS or a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if, in the reasonable belief of TGCI KAZAKH METALS or any such Shareholders, there has been a material misrepresentation or breach of warranty on the part of Organik BEKEM METALS in the representations and warranties set forth in the Agreement;
(e) By Organik BEKEM METALS if, in its opinion or that of its counsel, the Exchange does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in OrganikBEKEM METALS's opinion or that of its counsel, without unreasonable expense or effort;
(f) By Organik BEKEM METALS or by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the Exchange, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement];
(g) By Organik BEKEM METALS if the business or assets or financial condition of TGCIKAZAKH METALS, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if the business or assets or financial condition of OrganikBEKEM METALS, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;
(h) By Organik BEKEM METALS if holders of five percent (5%) or more of the TGCI KAZAKH METALS Shares fail to tender their stock at the Closing of the Exchange;
(i) By Organik BEKEM METALS or TGCI KAZAKH METALS if, in the opinion of OrganikBEKEM METALS's independent accountants, it should appear that the combined entity will not be auditable to SEC accounting standards;
(j) By TGCI KAZAKH METALS if Organik BEKEM METALS fails to perform material conditions set forth in Subsections Sub-Section 11.1 and 11.3 herein;
(k) By TGCI KAZAKH METALS if examination of OrganikBEKEM METALS's books and records pursuant to Section 5 herein uncovers a material deficiency;
(l) By Organik BEKEM METALS if TGCI KAZAKH METALS fails to perform material conditions set forth in Subsections Sub-Section 11.1 and 11.2 herein; and
(m) By Organik BEKEM METALS if examination of TGCIKAZAKH METALS's books and records pursuant to Section 4 herein uncovers a material deficiency.
12.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound therebybound.
12.3 Neither this Agreement nor any provision herein may be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after the date hereof, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Amendment Waiver. 12.1 This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of OrganikCACTUS, TGCI NOMATTERWARE and those the NOMATTERWARE Shareholders listed in Exhibit A, under Section 9.4 hereof:
(a) By mutual agreement of Organik CACTUS and TGCINOMATTERWARE;
(b) If the Closing (as defined in Section 3) shall not have taken place on or prior to December 15May 30, 20012000, this Agreement can be terminated upon written notice given by Organik CACTUS or TGCI which NOMATTERWARE whomever is the party that is not in material default;.
(c) By OrganikCACTUS, if in its reasonable believe belief there has been a material misrepresentation or breach of warranty on the part of any Shareholder listed in Exhibit A in the representations and warranties set forth in the Agreement.
(d) By TGCI NOMATTERWARE or a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if, in the reasonable belief of TGCI NOMATTERWARE or any such Shareholders, there has been a material misrepresentation or breach of warranty on the part of Organik CACTUS in the representations and warranties set forth in the Agreement;
(e) By Organik CACTUS if, in its opinion or that of its counsel, that the Exchange does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in OrganikCACTUS 's opinion or that of its counsel, without unreasonable expense or effort;
(f) By Organik CACTUS, if, in its opinion or that of its counsel, the Exchange cannot be consummated under Nevada or other relevant state corporate law or, if consummation is possible, that it cannot be accomplished, in CACTUS 's opinion or that of its counsel, without unreasonable expense or effort;
(g) By CACTUS or by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [(it being understood and agreed that a written request by a governmental authority for information with respect to the Exchange, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement]);
(gh) By Organik CACTUS if the business or assets or financial condition of TGCINOMATTERWARE, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by NOMATTERWARE through action by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if the business or assets or financial condition of OrganikCACTUS, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;
(hi) By Organik CACTUS if holders of more than five percent (5%) or more of the TGCI NOMATTERWARE Shares fail to tender their stock at the Closing of the Exchange;
(ij) By Organik or TGCI NOMATTERWARE if, in the opinion of Organik's independent accountantsits sole discretion, it should appear that the combined entity will not be auditable to SEC accounting standardsauditable;
(jk) By TGCI NOMATTERWARE if Organik CACTUS fails to perform material conditions set forth in Subsections 11.1 and 11.3 Section 11 herein;
(k1) By TGCI NOMATTERWARE if examination of OrganikCACTUS 's books and records pursuant to Section 5 herein uncovers a material deficiency;
(lm) By Organik CACTUS if TGCI NOMATTERWARE fails to perform material conditions set forth in Subsections 11.1 and 11.2 Section 11 herein; and
(mn) By Organik CACTUS if examination of TGCINOMATTERWARE's books and records pursuant to Section 4 herein uncovers a material deficiency.
12.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound thereby.
12.3 Neither this Agreement nor any provision herein may be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after the date hereof, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Samples: Plan and Agreement of Reorganization (Cactus Spina Inc)
Termination Amendment Waiver. 12.1 This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of OrganikADVANCED, TGCI DIGITAL and those the DIGITAL Shareholders listed in Exhibit A, under Section 9.4 hereof:
(a) By mutual agreement of Organik ADVANCED and TGCIDIGITAL;
(b) If the Closing (as defined in Section 3) shall not have taken place on or prior to December 15October 31, 20011998, this Agreement can be terminated upon written notice given by Organik ADVANCED or TGCI DIGITAL which is not in material default;.
(c) By OrganikADVANCED, if in its reasonable believe belief there has been a material misrepresentation or breach of warranty on the part of any Shareholder listed in Exhibit A in the representations and warranties set forth in the Agreement.
(d) By TGCI DIGITAL or a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if, in the reasonable belief of TGCI DIGITAL or any such Shareholders, there has been a material misrepresentation or breach of warranty on the part of Organik ADVANCED in the representations and warranties set forth in the Agreement;
(e) By Organik ADVANCED if, in its opinion or that of its counsel, the Exchange does not qualify for exemption from registration under applicable federal and state securities laws;
(f) By ADVANCED, or qualificationif, if obtainable, cannot be accomplished in Organik's its opinion or that of its counsel, without unreasonable expense the Exchange cannot be consummated under Delaware or effortother relevant state corporate law;
(fg) By Organik ADVANCED or by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the Exchange, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement];
(gh) By Organik ADVANCED if the business or assets or financial condition of TGCIDIGITAL, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if the business or assets or financial condition of OrganikADVANCED, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;
(hi) By Organik ADVANCED if holders of five more than ten percent (510%) or more of the TGCI DIGITAL Shares fail to tender their stock at the Closing of the Exchange;
(i) By Organik or TGCI if, in the opinion of Organik's independent accountants, it should appear that the combined entity will not be auditable to SEC accounting standards;
(j) By TGCI DIGITAL if Organik ADVANCED fails to perform material conditions set forth in Subsections 11.1 and 11.3 Section 11 herein;
(k) By TGCI DIGITAL if examination of OrganikADVANCED's books and records pursuant to Section 5 herein uncovers a material deficiency;
(l) By Organik ADVANCED if TGCI DIGITAL fails to perform material conditions set forth in Subsections 11.1 and 11.2 Section 11 herein; and
(m) By Organik ADVANCED if examination of TGCIDIGITAL's books and records pursuant to Section 4 herein uncovers a material deficiency.
12.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound thereby.
12.3 Neither this Agreement nor any provision herein may be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after the date hereof, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Samples: Reorganization Agreement (Digs Inc)
Termination Amendment Waiver. 12.1 This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of Organik, TGCI Flooring Zone and those Shareholders listed in Exhibit A, Cxxxxxx under Section 9.4 hereof:
(a) By mutual agreement of Organik Flooring Zone and TGCICxxxxxx;
(b) If the Closing (as defined in Section 3) shall has not have taken place on or prior to December 15August 1, 20012008, this Agreement can be terminated upon written notice given by Organik Flooring Zone or TGCI Cxxxxxx which is not in material default;
(c) By Organik, Flooring Zone if in its reasonable believe belief there has been a material misrepresentation or breach of warranty on the part of any Shareholder listed in Exhibit Cxxxxxx A in the representations and warranties set forth in the Agreement.
(d) By TGCI or a majority of those Shareholders listed Cxxxxxx if in Exhibit A (as measured by their equity interest) if, in the his reasonable belief of TGCI or any such Shareholders, there has been a material misrepresentation or breach of warranty on the part of Organik Flooring Zone in the representations and warranties set forth in the Agreement;
(e) By Organik Flooring Zone if, in its opinion or that of its counsel, the Exchange does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in Organik's Flooring Zone’s opinion or that of its counsel, without unreasonable expense or effort;
(f) By Organik or by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) either party if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the Exchange, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement]party;
(g) By Organik Cxxxxxx if the business or assets or financial condition of TGCI, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if the business or assets or financial condition of OrganikFZ Georgia, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;
(h) By Organik Flooring Zone if holders of five percent (5%) or more of the TGCI Shares fail to tender their stock at the Closing of the Exchange;
(i) By Organik or TGCI if, in the opinion of Organik's independent accountants, it should appear that the combined entity will not be auditable to SEC accounting standards;
(j) By TGCI if Organik Cxxxxxx fails to perform material conditions set forth in Subsections Sub-Section 11.1 and 11.3 herein;
(ki) By TGCI Cxxxxxx if examination of Organik's FZ Georgia’s books and records pursuant to Section 5 herein uncovers a material deficiency;
(lj) By Organik Cxxxxxx if TGCI Flooring Zone fails to perform material conditions set forth in Subsections Sub-Section 11.1 and 11.2 herein; and
(m) By Organik if examination of TGCI's books and records pursuant to Section 4 herein uncovers a material deficiency.
12.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound therebybound.
12.3 Neither this Agreement nor any provision herein may be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after the date hereof, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Amendment Waiver. 12.1 13.1 This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of OrganikMach One, TGCI Pacific Rim and those Pacific Rim Shareholders listed in Exhibit A, A under Section 9.4 10.4 hereof:
(a) By mutual agreement of Organik Mach One and TGCIPacific Rim;
(b) If the Closing (as defined in Section 34) shall has not have taken place on or prior to December 15, 2001, within forty-five (45) days from the date of this Agreement can be terminated upon written notice given by Organik Mach One or TGCI Pacific Rim which is not in material default;
(c) By OrganikMach One, if in its reasonable believe there has been a material misrepresentation or breach of warranty on the part of any Shareholder listed in Exhibit A in the representations and warranties set forth in the Agreement.
(d) By TGCI Pacific Rim or a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if, in the reasonable belief of TGCI Pacific Rim or any such Shareholders, there has been a material misrepresentation or breach of warranty on the part of Organik Mach One in the representations and warranties set forth in the Agreement;
(e) By Organik Mach One if, in its opinion or that of its counsel, the Exchange does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in Organik's Mach One’s opinion or that of its counsel, without unreasonable expense or effort;
(f) By Organik Mach One or by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if either party shall determine in its sole discretion that the Exchange has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the Exchange, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement];
(g) By Organik Mach One if the business or assets or financial condition of TGCIPacific Rim, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if the business or assets or financial condition of OrganikMach One, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;
(h) By Organik Mach One if holders of five forty percent (540%) or more of the TGCI Pacific Rim Shares fail to tender their stock at the Closing of the Exchange;
(i) By Organik Mach One or TGCI Pacific Rim if, in the opinion of Organik's Mach One’s independent accountants, it should appear that the combined entity will not be auditable to SEC accounting accountants standards;
(j) By TGCI Pacific Rim if Organik Mach One fails to perform material conditions set forth in Subsections 11.1 Sub-Section 12.1 and 11.3 12.3 herein;
(k) By TGCI Pacific Rim if examination of Organik's Mach One’s books and records pursuant to Section 6 herein uncovers a material deficiency;
(l) By Mach One if Pacific Rim fails to perform material conditions set forth in Sub-Section 12.1 and 12.2 herein; and
(m) By Mach One if examination of Pacific Rim’s books and records pursuant to Section 5 herein uncovers a material deficiency;
(l) By Organik if TGCI fails to perform material conditions set forth in Subsections 11.1 and 11.2 herein; and
(m) By Organik if examination of TGCI's books and records pursuant to Section 4 herein uncovers a material deficiency.
12.2 13.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound therebybound.
12.3 Neither this Agreement nor any provision herein may be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after the date hereof, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Samples: Plan and Agreement of Reorganization (Mach One Corp)
Termination Amendment Waiver. 12.1 13.1 This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of OrganikZXXXXXXXX, TGCI 2050 MOTORS and those 2050 MOTORS Shareholders listed in Exhibit A, A under Section 9.4 10.4 hereof:
(a) By mutual agreement of Organik ZXXXXXXXX and TGCI2050 MOTORS;
(b) If the Closing (as defined in Section 34) shall has not have taken place on or prior to December 15, 2001within forty-five (45) days from the date of this Agreement, this Agreement can be terminated upon written notice given by Organik ZXXXXXXXX or TGCI 2050 MOTORS which is not in material default;
(c) By OrganikZXXXXXXXX, if in its reasonable believe belief there has been a material misrepresentation or breach of warranty on the part of any Shareholder listed in Exhibit A in the representations and warranties set forth in the Agreement.
(d) By TGCI 2050 MOTORS or a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if, in the reasonable belief of TGCI 2050 MOTORS or any such Shareholders, there has been a material misrepresentation or breach of warranty on the part of Organik ZXXXXXXXX in the representations and warranties set forth in the Agreement;
(e) By Organik ZXXXXXXXX if, in its opinion or that of its counsel, the Exchange Transaction does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in Organik's ZEGARELLI’s opinion or that of its counsel, without unreasonable expense or effort;
(f) By Organik ZXXXXXXXX or by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if either party shall determine in its sole discretion that the Exchange Transaction has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party [it being understood and agreed that a written request by a governmental authority for information with respect to the ExchangeExchange Transaction, which information could be used in connection with such litigation or proceedings, may be deemed to be a threat of material litigation or proceedings regardless of whether such request is received before or after the signing of this Agreement];
(g) By Organik ZXXXXXXXX if the business or assets or financial condition of TGCI2050 MOTORS, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of those Shareholders listed in Exhibit A (as measured by their equity interest) if the business or assets or financial condition of OrganikZXXXXXXXX, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;
(h) By Organik ZXXXXXXXX if holders of five ten percent (510%) or more of the TGCI 2050 MOTORS Shares fail to tender their stock at the Closing of the ExchangeExchange Transaction;
(i) By Organik ZXXXXXXXX or TGCI 2050 MOTORS if, in the opinion of Organik's ZEGARELLI’s independent accountants, it should appear that the combined entity will not be auditable to SEC accounting accountant’s standards;
(j) By TGCI 2050 MOTORS if Organik ZXXXXXXXX fails to perform material conditions set forth in Subsections 11.1 Sub-Section 12.1 and 11.3 12.3 herein;
(k) By TGCI 2050 MOTORS if examination of Organik's ZEGARELLI’s books and records pursuant to Section 5 7 herein uncovers a material deficiency;
(l1) By Organik ZXXXXXXXX if TGCI 2050 MOTORS fails to perform material conditions set forth in Subsections 11.1 Section 10.5 and 11.2 Sub-Section 13.1 and 13.2 herein; and
(m) By Organik ZXXXXXXXX if examination of TGCI's 2050 MOTORS’ books and records pursuant to Section 4 7 herein uncovers a material deficiency.
12.2 13.2 No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by the party to be bound therebybound.
12.3 Neither this Agreement nor any provision herein may be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after the date hereof, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Samples: Plan and Agreement of Reorganization (Zegarelli Group International Inc)
