Termination by Investor. 44 Section 10.4 Termination by the Company...................................44 Section 10.5 Effect of Termination and Abandonment........................45
Termination by Investor. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by the Investor, if the Board of Directors of the Company shall have failed to recommend, or shall have withdrawn, modified or amended in any material respect its approval or recommendations of the Offer or the Merger or shall have resolved to do any of the foregoing, or shall have recommended an Alternative Proposal to the Company's stockholders.
Termination by Investor. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by the Investor, if (i) the Board of Directors of the Company shall have withdrawn or modified in a manner adverse to Investor its approval or recommendation of this Agreement or the Merger or shall have recommended an Alternative Proposal to the Company's stockholders or (ii) any of the conditions specified in Sections 9.1 and 9.3 shall have not been met or waived by Investor at such time as such condition can no longer be satisfied (provided that the right of Investor to terminate this Agreement pursuant to this clause (ii) shall not be available to Investor if Investor's failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of any such condition).
Termination by Investor. It is clarified that in the event of termination of this Agreement by an Investor pursuant to Clause 7.2, subject to Clause 3.3, this Agreement shall stand forthwith terminated with respect to such Investor and the Company (to the extent of its arrangements with the relevant Investor), and such termination shall be without prejudice to the rights and obligations of the Parties to this Agreement. Provided that a termination of this Agreement by an Investor shall not affect the rights of the other Investors under this Agreement, including the right to cause the consummation of the transactions contemplated at Closing in so far as they relate to the remaining Investors.
Termination by Investor. This Agreement may be terminated at any time prior to the Closing, by action of Investor if there has been a material breach by the Company of any representation, warranty, covenant or agreement contained in this Agreement that is not curable or, if curable, is not cured within 15 days after written notice is given by Investor to the Company.
Termination by Investor. The Investor may terminate this Agreement at any time prior to any Closing by written notice to the Company if any of the following has occurred:
(a) any Material Adverse Effect has occurred;
(b) if any court of competent jurisdiction or other Governmental Authority shall issue any judgment or take such other action enjoining, restraining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement;
(c) the failure of any member of the Company Group to satisfy the conditions contained in Sections 5 hereof (including, for the avoidance of doubt, the breach, inaccuracy or incompleteness of any representation or warranty such that the condition contained in Section 5.1 would not be satisfied) on or prior to, April 14, 2009;
(d) any outbreak or escalation of hostilities or other national or international calamity or crisis, including acts of terrorism, or material adverse change or disruption in economic conditions in, or in the financial markets of, the United States, the European Union, the Peoples’ Republic of China or Hong Kong (it being understood that any such change or disruption shall be relative to such conditions and markets as in effect on the date hereof), if the effect of such outbreak, escalation, calamity, crisis, act or material adverse change in the economic conditions in, or in the financial markets of, the United States, the European Union, the Peoples’ Republic of China or Hong Kong could be reasonably expected to make it, in the Investor’s sole judgment, impracticable or inadvisable to proceed with the consummation of the transactions on the terms and in the manner contemplated in this Agreement;
(e) suspension of trading in the Common Stock by the OTC Bulletin Board;
(f) the enactment, publication, decree or other promulgation after the date hereof of any applicable Law that could be reasonably expected to have a Material Adverse Effect; or
(g) the declaration of a banking moratorium by any federal or New York state Governmental Authority; or the taking of any action by any Governmental Authority after the date hereof in respect of its monetary or fiscal affairs that could reasonably be expected to have a material adverse effect on the financial markets in the United States, European Union, the Peoples’ Republic of China, Hong Kong or elsewhere.
Termination by Investor. This Agreement may be terminated and the transactions contemplated hereby may be abandoned by action of Investor, at any time prior to the Closing Date, if (a) Parent or its Subsidiaries shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by Parent and its Affiliates at or prior to such date of termination and Parent shall not, within a reasonable period of time after notice of such failure, have cured or commenced prompt and diligent measures which would promptly cure such failure, (b) there shall have been a misrepresentation or breach by Parent with respect to any representation or warranty made by it -50- 56 in this Agreement which would entitle Investor not to consummate the Transactions and such misrepresentation or breach cannot be cured prior to the Closing Date, (c) BD shall have ceased serving Parent as its Chief Executive Officer, (d) the Fair Market Value (as defined in the Stock Exchange Agreement, dated May 20, 1997, between Paul Xxxxx ("Xllex") xnd Parent) during any seven out of the nine consecutive trading days ending on the third trading day immediately prior to the Closing Date would not have resulted in the extinguishment of Parent's obligation to issue additional Parent Common Stock to Allex xx (e) on or before the close of business on November 17, 1997 if Investor shall not be reasonably satisfied with the results of its due diligence investigation of the Contributed Businesses and shall have determined, in its reasonable good faith judgment, that the net adverse effect of the total mix of the additional information not otherwise known to it prior to the date of this Agreement, individually or in the aggregate, would materially decrease the economic benefit of the Transactions to Investor (after giving effect to any increases in value that are attributable to positive aspects of any additional information first made known to Investor after the date of this Agreement).
Termination by Investor. This Agreement may be terminated and the Contemplated Transactions may be abandoned at any time by the Investor by written notice to the Company:
(a) if the Company shall not have commenced solicitation of the Plan in accordance with section 1126(b) of the Bankruptcy Code on or before April 11, 2012;
(b) if the Company does not file an executed copy of this Agreement, together with all of the exhibits and schedules hereto (as redacted pursuant to Section 4.3), with the Bankruptcy Court on the Petition Date (if it occurs);
(c) if any of the conditions set forth in Section 6.1(m), Section 6.1(o), Section 6.1(t) and Section 6.1(w) with respect to the Initial Closing and Section 7.1(h), Section 7.1(j) and Section 7.1(l) with respect to the Acquisition Closing become incapable of fulfillment and such condition is not able to be fulfilled within five (5) days, or, if able to be fulfilled within five (5) days, is not fulfilled prior to the earlier of (x) the End Date and (y) five (5) days after written notice of such condition is given to the Company by the Investor;
(d) if the Bankruptcy Court shall not have entered the Confirmation Order on or prior to May 18, 2012;
(e) if the Petition Date shall not have occurred on or prior to April 12, 2012;
(f) if the Effective Date has not occurred on or prior to June 5, 2012 (the “End Date”);
(g) if the Restructuring Support Agreement shall have been terminated as to (i) the Investor, (ii) the Company or (iii) holders of First Lien Notes and Second Lien Notes accounting for more than 50% of the aggregate First Lien Notes and Second Lien Notes held by all noteholders party thereto;
(h) if the Bankruptcy Court enters an Order (i) directing the appointment of an examiner with expanded powers or a trustee, (ii) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iii) dismissing any of the Chapter 11 Cases;
(i) if any Reddy Party (or any of their direct or indirect equity owners) makes a public announcement, enters into an agreement, or files any pleading or document with the Bankruptcy Court, evidencing its intention to support or participate in, or otherwise supports or participates in, any Inconsistent Transaction (other than as permitted by Section 4.16(b)); or
(j) if the Company fails to pay all invoiced Transaction Expenses or Acquisition Transaction Expenses, as the case may be, in accordance with Section 1.5 on or prior to the fifth calendar day after written notice requesting pa...
Termination by Investor. This Agreement may be terminated by Investor without liability to the Company by notice to the Company (i) at any time prior to the Closing if default shall be made by the Company in the observance or in the due and timely performance of any of the terms hereof to be performed by the Company that cannot be cured at, or prior to, the Closing, or (ii) at the Closing if any of the conditions precedent to the performance of Investor's obligations at the Closing shall not have been fulfilled. 13.2
Termination by Investor. Notwithstanding any other provision of this Agreement, Investor shall have the right to terminate this Agreement (i) pursuant to the provisions of Section 24.1, provided that in the case of any partial termination, Government may elect to treat such partial termination as the termination in its entirety, or (ii) if Government shall fail to comply with any of its material obligations under this Agreement, [180] days after giving a notice of termination (the “Termination Notice”) to Government, and provided that such non-compliance is willful and remains uncured by Government. Any such termination shall not discharge Investor from its obligations under this Agreement that accrued prior to the date of the Termination Notice.
