Termination by Either Purchaser or Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either the Purchaser or (with the consent of the Special Committee of the Board of Directors of the Company) the Company if (a) the Merger shall not have been consummated by September 30, 1997, or (b) a United States federal or state court of competent jurisdiction or United States federal or state 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 transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided that the party seeking to terminate this Agreement pursuant to this clause (b) shall have used all reasonable efforts to remove such injunction, order or decree, and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure to consummate the Merger by September 30, 1997, or (c) insurance regulatory authorities shall have issued an order or ruling or taken other action denying approval of the transactions contemplated by this Agreement, and such order, ruling or other action shall have become final and nonappealable. 7.3
Appears in 4 contracts
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Allmerica Financial Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Allmerica Financial Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Allmerica Financial Corp)
Termination by Either Purchaser or Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either the Purchaser or (with the consent of the Special Committee of the Board of Directors of the Company) the Company if (a) the Merger shall not have been consummated by September 30Xxxxx 00, 19970000, (x) the approval of the Company's stockholders required by Section 6.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, or (bc) a United States federal or state court of competent jurisdiction or United States federal or state 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 transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealablenon-appealable; provided provided, that the party seeking to terminate this Agreement pursuant to this clause (bc) shall have used all reasonable efforts to remove such injunction, order or decree, ; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure to consummate the Merger by September 30March 31, 1997, or (c) insurance regulatory authorities shall have issued an order or ruling or taken other action denying approval of the transactions contemplated by this Agreement, and such order, ruling or other action shall have become final and nonappealable. 7.31996.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Worth John R), Agreement and Plan of Merger (Alberto Culver Co)
Termination by Either Purchaser or Company. This Agreement may be ------------------------------------------ terminated and the Merger may be abandoned by action of the Board of Directors of either the Purchaser or (with the consent of the Special Committee of the Board of Directors of the Company) the Company if (a) the Merger shall not have been consummated by September 30, 1997, or (b) a United States federal or state court of competent jurisdiction or United States federal or state 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 transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided that the party seeking to terminate this Agreement pursuant to this clause (b) shall have used all reasonable efforts to remove such injunction, order or decree, and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure to consummate the Merger by September 30, 1997, or (c) insurance regulatory authorities shall have issued an order or ruling or taken other action denying approval of the transactions contemplated by this Agreement, and such order, ruling or other action shall have become final and nonappealable. 7.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allmerica Financial Corp)
Termination by Either Purchaser or Company. This Agreement may be terminated and the Merger Mergers may be abandoned by action of the Board of Directors of either the Purchaser or (with the consent of the Special Committee of the Board of Directors of the Company) the Company if (a) the Merger Mergers shall not have been consummated by September 30October 1, 19971996, or (b) the approval of the Company's stockholders required by Section 8.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, or (c) the approval of the Purchaser's stockholders required by Section 8.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment thereof, (d) a United States federal or state court of competent jurisdiction or United States federal or state 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 transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealablenon-appealable; provided provided, that the party seeking to terminate this Agreement pursuant to this clause (bd) shall have used all reasonable efforts to remove such injunction, order or decree, ; and provided, in the case of a termination pursuant to clause (a) above, that the terminating party shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure to consummate the Merger Mergers by September 30October 1, 1997, 1996 or (ce) insurance regulatory authorities the FCC shall have issued an order or ruling or taken other action denying approval of the transactions contemplated by this Agreement, and such order, ruling or other action shall have become final and nonappealablenon-appealable. 7.39.3.
Appears in 1 contract
Samples: Amended and Restated Agreement and Plan of Reorganization (Disney Walt Co)
