Termination by Either Buyer or the Company Sample Clauses

Termination by Either Buyer or the Company. This Agreement may be terminated by either Buyer or the Company at any time prior to the Closing Date (notwithstanding receipt of the Company Shareholder Approval):
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
Termination by Either Buyer or the Company. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing by action of the board of directors of either Buyer or the Company if (i) the Transactions shall not have been consummated by October 31, 2001 (the "Termination Date"), whether such date is before or after the adoption of this Agreement by holders of Company Shares, (ii) the Company shall not have obtained the Company Requisite Vote upon a vote taken at a meeting of the Company stockholders duly convened therefor or at any adjournment or postponement thereof or as a result of a solicitation of consents pursuant to the DGCL and, to the extent applicable, the federal proxy rules, or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Transactions shall become final and non-appealable; provided that the right to terminate this Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have contributed to the occurrence of the failure of the Transactions to be consummated.
Sample 1Sample 2Sample 3See All (8)
Termination by Either Buyer or the Company. This Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time, by action of either Buyer or the Board of Directors of the Company if (a) any order, decree, ruling or other non-appealable final action has been issued by a Governmental Entity permanently restraining, enjoining or otherwise prohibiting consummation of the Merger or (b) the Merger shall not have been consummated by April 29, 2005; provided, however, that the right to terminate this Agreement under this Section 9.2(b) shall not be available to any party hereto whose action or failure to act has been a principal cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a material breach of this Agreement.
Sample 1Sample 2See All (6)
Termination by Either Buyer or the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the either the Company Board or the Buyer Board if:
Sample 1See All (4)
Termination by Either Buyer or the Company. This Agreement may be terminated and the Acquisition may be abandoned and the Scheme may be withdrawn at any time prior to the Effective Time by action of the board of directors of either Buyer or the Company if (a) the Acquisition shall not have been consummated by June 30, 2019, whether such date is before or after the date the Company Requisite Votes have been obtained (such date, as it may be extended pursuant to the provisions hereof, the “Long Stop Termination Date”); (b) upon the Scheme not being sanctioned at the Court Sanction Hearing and Buyer shall not have elected within 10 business days of the date of such Court Sanction Hearing, to implement the Acquisition by means of a Takeover Offer; (c) the Shareholders Meetings shall have been held and completed and the Company Requisite Votes shall not have been obtained at such Shareholders Meetings or at any adjournment or postponement thereof and, in either case, Buyer and Company shall not have elected, within 10 business days of the date of the relevant Meeting, to implement the Acquisition by means of a Takeover Offer; or (d) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Acquisition shall become final and non-appealable (whether before or after the Company Requisite Votes have been obtained) (it being agreed that the Scheme not being sanctioned at the Court Sanction Hearing shall not be deemed to be an Order to which this clause (d) applies), provided, that the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party whose breach of, or failure to fulfill any of its obligations under, this Agreement has been the primary cause of, or the primary factor that resulted in, the failure of the Acquisition to occur on or before the Long Stop Termination Date (in the case of clause 8.2(a)), has been the primary cause of, or the primary factor that resulted in, the Scheme not being sanctioned at the Court Sanction Hearing (in the case of clause 8.2(b)), has been the primary cause of, or the primary factor that resulted in, the Company Requisite Vote not being obtained (in the case of clause 8.2(c)), or has been the primary cause of, or the primary factor that resulted in, the imposition of such Order (in the case of clause 8.2(d)). Notwithstanding the foregoing, if, on the Long Stop Termination Date (A) (x) one or more of the conditions in Section 7.1(b), Section 7.1(c) (but, with respect to Section 7.1(c), only as a resu...
Sample 1Sample 2
Termination by Either Buyer or the Company. This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Buyer or the Company if (a) the Offer Closing shall not have been consummated by December 31, 2011 (the “Termination Date”), for any reason; provided that the right to terminate this Agreement pursuant to Section 8.2(a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall be the principal cause of the failure of the Offer Closing to be consummated, or (b) any Legal Restraint (other than a temporary restraining order) permanently restraining, enjoining or otherwise prohibiting consummation of the Offer or the Merger shall become final and non-appealable; or (c) any Legal Restraint that has the effect of delaying the consummation of the Offer beyond the Termination Date shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 8.2(c) shall not be available to any party which is then in breach of Section 6.4 of this Agreement and such breach has been the principal cause of such Legal Restraint being or remaining in effect.
Sample 1Sample 2
Termination by Either Buyer or the Company. This Agreement may be terminated and the Offer and the Merger may be abandoned by action of either the Board of Managers of Buyer or the Board of Directors of the Company if (a) if the Acceptance Date shall not have occurred on or before February 28, 2003 (the “Outside Date“); provided, however, that, if the Offer shall not have been consummated by such date and the required approvals have not been received under the antitrust or anticompetition laws or regulations of the European Union or any member state of the European Union, then the Outside Date shall be extended to June 30, 2003; provided further, that the right to terminate this Agreement under this Section 8.2(a) will not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Offer or the Merger to occur on or before such date; or (b) a court of competent jurisdiction or a governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Offer, the Merger or the other transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and non-appealable.
Sample 1
AutoNDA by SimpleDocs
Termination by Either Buyer or the Company. This Agreement may be terminated and the Merger may be abandoned by action of either Buyer or the Board of Directors of the Company if (a) this Agreement, the Merger and the other transactions contemplated hereby shall fail to receive the Requisite Vote for approval and adoption by the stockholders of the Company at the Special Meeting, or (b) the Merger shall not have been consummated on or before May 31, 2000; provided, however, that this Agreement may be extended (i) by the mutual written agreement of Buyer and the Company, or (ii) by written notice of either Buyer or the Company to a date no later than June 30, 2000, if the Merger shall not have been consummated as a direct and principal result of the conditions in Sections 8.1(a) or 8.1(c) not having been satisfied by such date; provided, that the party seeking to terminate this Agreement pursuant to clause (b) shall not be in material violation of any of its representations, warranties or covenants set forth in this Agreement.
Sample 1

Related to Termination by Either Buyer or the Company

  • Termination by Either Parent or the Company This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if:

  • Termination by Either the Company or Parent This Agreement may be terminated by either the Company (acting only upon the recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if:

  • Termination by Either Party This Agreement may be terminated upon 60 days written notice without cause or penalty by either the Company (acting through the Conflicts Committee) or the Advisor. The provisions of Articles 1, 10, 12, 13, 15 and 16 shall survive termination of this Agreement.

  • Termination by Sellers This Agreement may be terminated at any time prior to the Closing Date by Sellers as follows:

  • Termination by Seller This Agreement may be terminated at any time prior to the Closing by Seller, by written notice to Buyer:

  • Termination by Buyer This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer, if:

  • Termination by the Company This Agreement may be terminated by the Company at any time prior to the Effective Time:

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

  • Indemnification by the Buyer The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses to the extent resulting from:

  • Termination by Purchaser This contract shall be terminated, upon election and written notice by Xxxxxxxxx, if Catastrophic Damage rate rede- termination under BT3.32 shows that the appraised weighted average Indicated Advertised Rate of all In- cluded Timber remaining immediately prior to the catas- trophe has been reduced through Catastrophic Damage by an amount equal to or more than the weighted aver- age Current Contract Rate. “Indicated Advertised Rates” are Forest Service esti- mates of fair market value of the timber.

Time is Money Join Law Insider Premium to draft better contracts faster.