Termination by Holdings. This Agreement may also be terminated by Holdings at any time prior to the Effective Time:
(a) if the Company or the Company Board shall have (i) withdrawn, modified or amended in any respect adverse to Holdings or Merger Sub any of its recommendations described in Section 4.1(a) hereof, (ii) approved, recommended or entered into an agreement with respect to, or consummated, any Acquisition Proposal from a Person other than Holdings or any of its affiliates, (iii) in response to the commencement of any tender offer or exchange offer for outstanding shares of Company Common Stock, not recommended rejection of such tender offer or exchange offer within ten (10) business days of commencement of such tender offer or exchange offer, or (iv) resolved to do any of the foregoing or publicly announced its intention to do any of the foregoing; or
(b) (i) if (A) any covenant or agreement of the Company contained in this Agreement shall be materially breached, (B) any of the Company's representations and warranties contained in this Agreement shall have been inaccurate as of the date of this Agreement such that the condition set forth in Section 5.2(a) would not be satisfied (assuming that the phrase "date of this Agreement" is substituted for the phrase "Closing Date" contained in Section 5.2(a)), or (C) any of the Company's representations and warranties contained in this Agreement shall have become inaccurate after the date of this Agreement such that the condition set forth in Section 5.2(a) would not be satisfied (each, a "Terminating Company Breach"); and (ii) such Terminating Company Breach shall not have been cured by the Company within twenty (20) days of receipt of written notice of such Terminating Company Breach.
Termination by Holdings. 35 6.3 Termination by the Company..................................36 6.4
Termination by Holdings. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Closing by Holdings, if any representation of the Company and/or the Shareholder contained in this Agreement shall have been materially inaccurate, or the Company and/or the Shareholder shall have breached any representation, warranty, covenant or other agreement contained in this Agreement, in any such event that would give rise to the failure of a condition set forth in Section 8.2(a) or (b) hereof, which inaccuracy or breach cannot be or has not been cured within twenty (20) days after the giving of written notice by Holdings to the Shareholder thereof.
Termination by Holdings. Holdings may, at any time prior to the Expiration Date, terminate Franxx'x xxxloyment hereunder for any reason by delivering a Notice of Termination to Franxx; xxovided, however, that in no event shall Holdings be entitled to terminate Franxx'x xxxloyment hereunder prior to the Expiration Date unless the Board shall duly adopt, by the affirmative vote of at least a majority of the entire membership of the Board, a resolution authorizing such termination and stating that, in the opinion of the Board, sufficient reason exists therefor.
Termination by Holdings. This Agreement may be terminated at any time prior to the Closing by Holdings and the purchase and sale of the Purchased Interests abandoned, upon written notice to Buyer, upon the occurrence of any of the following:
Termination by Holdings. If as a result of Withdrawal Elections (but after Holdings shall have included in such registration in place of such withdrawn Registrable Securities such additional Registrable Securities held by other Stockholders whose Registrable Securities were excluded as a result of the proration provisions of Section 3(f)), less than the Requisite Share Number of Registrable Securities are requested to be included in a registration, Holdings may, at its election, give written notice to all Stockholders who have requested that Registrable Securities be included in a registration and who have not made a Withdrawal Election that Holdings has determined not to proceed with such registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the Stockholders' rights to have Registrable Securities registered pursuant to this Section 3 in the future.
Termination by Holdings. Notwithstanding Section 5.01, Holdings shall be entitled to terminate this Agreement (a) upon Manager's material breach of its obligations under this Agreement, and Manager's failure to cure such breach within 60 days following Manager's receipt of Notice from the Holdings setting forth in reasonable detail the relevant conduct or failure, (b) upon any of the representations and warranties of Manager contained in this Agreement proving to be materially false, incomplete or misleading, and not reasonably subject to cure in a manner that will result in no material harm to Holdings, (c) upon Manager committing a material violation of any law applicable to Holdings or any CrossCountry Entity, (d) if Southern Union or its Affiliates cease to own beneficially at least 80% of the Class A Membership Interests in Holdings, (e) in the event that no dividends have been declared and paid by each of Holdings and Transwestern Holding Company, LLC for a period of eight consecutive fiscal quarters, unless the Committee has unanimously agreed that no such dividends will be paid or (f) in the event of a failure to pay principal or interest as and when due under any Credit Facility (subject to applicable grace periods); provided however, that, Holdings shall continue to be liable to Manager for (i) full payment of any compensation, in such amounts and at such times determined pursuant to Section 3.09 through the effective date of such termination pursuant to this Section 5.03 (including a pro rated portion of the Annual Management Fee based on the year-to-date EBITDA realized as of the termination date versus Projected EBITDA for the same period), and (ii) all costs incurred by Manager that are the responsibility of Holdings or the CrossCountry Entities pursuant to Article II of Exhibit "A" hereto.
Termination by Holdings for Misconduct or by Employee for other than a Good Reason The following provisions shall apply if, prior to the Expiration Date, Employee terminates his employment hereunder for any reason other than a Good Reason or if Holdings terminates Employee's employment hereunder for Misconduct:
Termination by Holdings. Holdings (on behalf of the Seller Parties) shall have the right to terminate this Agreement at any time prior to the Closing if:
(i) any of Parent or Buyer fail to perform or comply with any of their respective covenants or agreements hereunder, or any of the representations or warranties in Article III fails to be accurate, which failure (1) would give rise to the failure of a condition in Section 5.3(a) or Section 5.3(b), as applicable, to be satisfied and (2) is not reasonably capable of being cured by Parent or Buyer, as applicable, by the Outside Date (as it may be extended under Section 6.1(b)(i)) or, if reasonably capable of being cured by Parent or Buyer, as applicable, by the Outside Date (as it may be extended under Section 6.1(b)(i)), is not cured by Parent or Buyer, as applicable, within thirty (30) days after Holdings delivers written notice of such failure to Parent; provided, however, that Holdings shall not have the right to terminate this Agreement under this Section 6.1(d)(i) if any Seller Party shall have failed to perform any of its covenants or agreements hereunder, or any of the representations or warranties in Article II fails to be accurate, which failure would give rise to the failure of a condition in Section 5.2(a) or Section 5.2(b), as applicable; or
(ii) (1) all of the conditions in Section 5.1 and Section 5.2 have been satisfied, except for any condition that by its nature is to be satisfied at the Closing (provided that such condition would be capable of being satisfied if the Closing Date were the date of such termination), (2) Holdings has irrevocably confirmed by written notice to Parent that (A) the conditions in Section 5.3 have been satisfied or duly waived by Holdings, except for any condition that by its nature is to be satisfied at the Closing (provided that such condition would be capable of being satisfied if the Closing Date were the date of such termination), (B) the Seller Parties are ready, willing and able to consummate the Closing and (C) if Parent and Buyer take all actions required hereby to consummate the Closing, the Seller Parties shall take all actions required hereby to consummate the Closing (such notice, a “Closing Failure Notice”) and (3) Parent and Buyer fail to consummate the Closing within three (3) Business Days following the later of (A) delivery of the Closing Failure Notice and (B) the date on which the Closing should have occurred under Section 1.2 (the occurrence of the foregoing clauses (1...
Termination by Holdings. This Agreement may be terminated by Holdings with or without Cause. A termination for “Cause” shall mean (i) any material breach by Executive or Development of any of their respective obligations hereunder or under any other written agreement or written covenant with Holdings or any of its subsidiaries; (ii) the failure of Executive or Development to substantially perform the duties specified in Section 2 hereof, (iii) the termination of Executive’s employment with Development for any reason, (iv) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony, and (v) Executive’s or Development’s engaging in misconduct that has caused or is reasonably expected to result in injury to Holdings or any of its Affiliates, provided that if the basis for Holdings so terminating is described by clauses (i) or (ii) of the definition of Cause, Executive or Development, as the case may be, shall have been given prior written notice of any proposed termination for Cause, which notice specifies in reasonable detail the circumstances claimed to provide the basis for such termination, and Executive or Development, as the case may be, shall not have corrected such circumstances, in a manner reasonably satisfactory to Holdings, within 10 business days of receipt of such written notice.
