Termination by Bidder. Bidder may terminate this deed by notice in writing to APD at any time before 8:00am on the Second Court Date if any APD director:
(a) fails to recommend the Schemes before the Second Court Date;
(b) publicly withdraws or changes his or her recommendation that APD Securityholders vote in favour of the resolutions to approve the Schemes or publicly recommends a Competing Proposal.
Termination by Bidder. Bidder may terminate this deed, with immediate effect, at any time before 8:00am on the Second Court Date by notice in writing to Aurora if:
(a) two or more Aurora Directors publicly:
(i) withdraw or adversely change their Recommendation or Voting Intention; or
(ii) recommend, promote or otherwise endorse a Competing Proposal, in each case in any circumstances (including following the occurrence of one of the events referred to in clause 7.2(a));
(b) at the time they were made the Aurora Representations and Warranties were not true and correct in all material respects, provided that:
(i) Bidder has given written notice to Xxxxxx setting out the relevant circumstances and stating an intention to terminate this deed; and
(ii) the relevant circumstances have not been remedied or rectified for 20 Business Days from the time such notice is given (or any shorter period ending at 5:00pm on the Business Day before the Second Court Date).
(c) Termination under clause 12.2(b) will be deemed to take effect at the expiry of the period referred to in clause 12.2(b)(ii).
Termination by Bidder. Bidder may terminate this document at any time before 8.00 am on the Second Court Date:
(a) in accordance with clause 3.7; or
(b) by notice in writing to Mayne Pharma if:
(i) Mayne Pharma is in material breach of any of clause 3, clause 4.1 or clause 5 of this document before that time, provided that Bidder is only entitled to terminate if it has given notice to Mayne Pharma setting out the relevant circumstances and stating an intention to terminate and the relevant circumstances have continued to exist 5 Business Days (or any shorter period ending at 5.00 pm on the day before the Second Court Date) from the time such notice is received by Mayne Pharma;
(ii) Mayne Pharma is in breach of clause 6.1, clause 6.2 or clause 7 of this document;
(iii) there is a breach of any of the Mayne Pharma Warranties; or
(iv) the Mayne Pharma Board changes its recommendation in relation to the Scheme, for any reason, whether or not permitted to do so under this document.
Termination by Bidder. Bidder may terminate this deed, with immediate effect, at any time before 8:00am on the Second Court Date by notice in writing to Target:
(a) in accordance with clause 3.4(b) or 3.4(c);
(b) if Target breaches clause 8.1(a);
(c) if, at any time before 8:00am on the Second Court Date, Target commits a material breach of this deed (including a Representation and Warranty) and:
(i) Bidder has given written notice to Target setting out the relevant circumstances and stating an intention to terminate this deed; and
(ii) the relevant circumstances are not remedied to Bidder's reasonable satisfaction and have continued to exist for 10 Business Days from the time such notice is given (or any shorter period ending at 8:00am on the Second Court Date); or
(d) if any Target Director publicly changes or withdraws their Recommendation or Voting Intention or publicly recommends a Competing Proposal for any reason, whether or not permitted to do so under this deed. Termination under clause 13.2(c) will be deemed to take effect at the expiry of the 10 Business Day period referred to in clause 13.2(c)(ii).
Termination by Bidder. Bidder may terminate this agreement by notice in writing to Target at any time before 8am on the Second Court Date if any Target Director or the Target Board:
(a) publicly changes (including by attaching qualifications to) or withdraws (including by abstaining) their statement that they consider the Scheme to be in the best interests of Shareholders or their recommendation that Shareholders approve the Scheme;
(b) publicly recommends, promotes or otherwise endorses a Competing Proposal, whether or not in accordance with clause 9.1(b); or
(c) publicly states an intention to change their voting intention in respect of any relevant Director Shares whether or not in accordance with clause 9.3.
Termination by Bidder. Bidder may terminate this Agreement at any time by written notice to the Shareholder.
Termination by Bidder. This agreement may be terminated by Bidder by notice in writing to Target if:
(a) a Superior Proposal is made or publicly announced for Target by a third party;
(b) any director of Target does not recommend the Takeover Bid be accepted by Target Shareholders or having recommended the Takeover Bid, withdraws or adversely modifies his or her recommendation of the Takeover Bid; or
(c) a person (other than Bidder or its associates) has a relevant interest in more than 5% of the Target Shares on issue.
Termination by Bidder. (a) Bidder may, by notice in writing to QMS, terminate this deed at any time prior to 8.00am on the Second Court Date if, at any time before then:
(i) a QMS Director (other than a QMS Director who has withdrawn a recommendation that QMS Shareholders vote in favour of the Scheme solely because of a requirement or request of a court or Government Agency):
(A) withdraws or adversely revises his or her Recommendation or Voting Intention;
(B) makes any public statement that is inconsistent with the Recommendation or Voting Intention; or
(C) recommends, endorses or supports any Competing Proposal;
(ii) a Competing Proposal in respect of QMS is announced or made and is publicly recommended, supported or endorsed by a majority of the QMS Board;
(iii) QMS materially breaches a QMS Warranty set out in clause 9.2, and:
(A) Bidder has given written notice to QMS setting out the relevant circumstances and stating an intention to terminate or to allow the Scheme to lapse;
(B) the relevant breach continues to exist, or the effects of which are not otherwise mitigated, 5 Business Days (or any shorter period ending at 5.00pm on the Business Day before the Second Court Date) after the date on which the notice is given under clause13.3(a)(iii)(A); and
(C) the breach is material in the context of the Scheme taken as a whole; or
(iv) a QMS Regulated Event or QMS Prescribed Occurrence occurs.
Termination by Bidder. Bidder may terminate this agreement at any time before 8.00 am on the Second Court Date:
(a) in accordance with clause 3.7; or
(b) by notice in writing to Talison if:
(i) Talison is in material breach of any clause of this agreement (other than clause 8 or the Talison Warranties), provided that Bidder is only entitled to terminate if it has given notice to Talison setting out the relevant circumstances and stating an intention to terminate and the relevant circumstances have continued to exist 5 Business Days (or any shorter period ending at 5.00 pm on the day one Business Day before the Second Court Date) from the time such notice is received by Talison;
(ii) Talison is in breach of clause 8;
(iii) there is a material breach of any of the Talison Warranties;
(iv) a Prescribed Occurrence occurs;
(v) any Talison Director publicly changes or withdraws their Recommendation or Voting Intention or publicly recommends a Competing Proposal, for any reason, whether or not permitted to do so under this agreement; or
(vi) if the Scheme has not become Effective by the End Date, or becomes incapable, for any reason of becoming Effective by the End Date.
Termination by Bidder. Bidder may terminate this document at any time before the End Date by notice in writing to Target if at any time during the Exclusivity Period any of the following occur:
(a) any Target Director fails to state that they recommend to Target Shareholders that the Scheme is in the best interests of Target and Target Shareholders and that Target Shareholders vote in favour of all resolution(s) to be proposed at the Scheme Meeting to approve the Scheme, or publicly changes (including by attaching qualifications to) or withdraws that statement or recommendation; or
(b) a Competing Proposal is announced or made and is publicly recommended, promoted or otherwise endorsed by a majority of the Target Directors.
