Common use of Termination by Parent Clause in Contracts

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any action of the Board of Directors of Parent, if:

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Divine Inc), Agreement and Plan of Merger (Divine Inc), Agreement and Plan of Merger (Eshare Communications Inc)

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Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned by written notice at any time prior to the Effective TimeTime by Parent, before or after any by action of the Board its board of Directors of Parent, ifdirectors:

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Xueda Education Group), Agreement and Plan of Merger (Fushi Copperweld, Inc.), Agreement and Plan of Merger (Ninetowns Internet Technology Group Co LTD)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned by action of the Board of Directors of Parent, at any time prior to the Effective Time, before or after any action the approval by the stockholders of the Board of Directors of ParentCompany, if:

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Elan Corp PLC), 7 Agreement and Plan of Merger (Neurex Corp/De), Agreement and Plan of Merger (Biovail Corporation International)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any by action of the Board of Directors of Parent, Parent if:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Dte Energy Co), Agreement and Plan of Merger (MCN Energy Group Inc), Agreement and Plan of Merger (Detroit Edison Co)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any the shareholder approvals referred to in Section 7.01(a), by action of the Board of Directors of ParentParent Board, ifin the event that:

Appears in 3 contracts

Samples: Merger Agreement (American River Bankshares), Agreement and Plan of Merger (Bank of Marin Bancorp), Agreement and Plan of Merger (Bank of Marin Bancorp)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any the approval by the stockholders of Parent referred to in Section 7.1(a), by action of the Board board of Directors directors of Parent, if:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Allegheny Power System Inc), Agreement and Plan of Merger (Augat Inc), Agreement and Plan of Merger (Thomas & Betts Corp)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent at any time prior to the Effective Time, whether before or after any action the Requisite Parent Vote is obtained (unless otherwise specified below), upon written notice to the Company specifying the provision of the Board of Directors of Parentthis Agreement pursuant to which such termination is effective, if:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cleveland-Cliffs Inc.), Agreement and Plan of Merger (Ak Steel Holding Corp), Agreement and Plan of Merger (Cleveland-Cliffs Inc.)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company Company, and the Merger may be abandoned abandoned, at any time prior to the Effective Time, before or after any by action of the Board of Directors of Parent, if:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Plato Learning Inc), 1 Agreement and Plan of Merger (Plato Learning Inc), Agreement and Plan of Merger (Wasatch Interactive Learning Corp)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any the approval by the stockholders of Parent referred to in Section 7.1(a), by action of the Board of Directors of Parent, Parent if:

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Bellsouth Corp), Agreement and Plan of Merger (At&t Inc.)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any the approval by the stockholders of Parent referred to in Section 7.1(a), by action of the Board of Directors of Parent, if:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Jfax Com Inc), Agreement and Plan of Merger (Efax Com Inc), Agreement and Plan of Merger (Efax Com Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after any action of the Board of Directors of Stockholder Approval, by Parent, if:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Senorx Inc), Agreement and Plan of Merger (Bard C R Inc /Nj/), Agreement and Plan of Merger (Specialized Health Products International Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and --------------------- the Merger may be abandoned at any time prior to the Effective Timeacceptance for payment of Shares pursuant to the Offer, before or after any by action of the Board of Directors of Parent, if:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ohm Corp), Agreement and Plan of Merger (Ohm Corp), Agreement and Plan of Merger (International Technology Corp)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any adoption of this Agreement by the stockholders of the Company or Merger Sub, by action of the Board of Directors of Parent, if:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Firearms Training Systems Inc), Agreement and Plan of Merger (Meggitt USA Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any action receipt of the Board Company Stockholder Approval, by written notice of Directors of Parent, Parent if:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sealy Corp), Agreement and Plan of Merger (Tempur Pedic International Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any action of the Board of Directors of Parent, if:

Appears in 2 contracts

Samples: Stockholder Agreement (Unify Corp), Stockholder Agreement (Axs One Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any the approval by the stockholders of the Company referred to in Section 7.1(a), by action of the Board of Directors of Parent, Parent if:

Appears in 2 contracts

Samples: Stockholder Agreement (Premark International Inc), Agreement and Plan of Merger (Premark International Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any by action of the Board of Directors of Parent, if:if (a) the Company Board shall have (i) withdrawn or modified in a manner materially adverse to Parent its approval or recommendation of this Agreement or the Merger or (ii) recommended an Alternative Proposal to the Company stockholders, or (b) there has been a breach by the Company of any representation or warranty contained in this Agreement that has had or is

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Advanced Energy Industries Inc), Agreement and Plan of Reorganization (Engineering Measurements Co)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any the approvals by the stockholders of the Company and Parent referred to in Section 7.1(a), by action of the Parent Board of Directors of Parent, if:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Steelcloud Inc), Agreement and Plan of Merger (V One Corp/ De)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to and the Company Offer and the Merger may be abandoned at any time prior to the Effective Acceptance Time, before or after any by action of the Board of Directors of Parent, if:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Actelion US Holding CO), Agreement and Plan of Merger (Cotherix Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval by shareholders of the Company referred to in Section 7.01(a), by action of the Board of Directors of ParentParent Board, ifin the event that:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Metrocorp Inc), Shareholder Agreement (Centennial Bank Holdings, Inc.)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any the adoption of this Agreement by the Company Requisite Vote, by action of the Board board of Directors directors of Parent, if:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Willbros Group, Inc.\NEW\), Agreement and Plan of Merger (Primoris Services Corp)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after any the approval of the Arrangement by the Company Common Shareholders and holders of Company Options and Company RSUs or the approval of either of the Parent Proposals by the Parent Common Stockholders, by action of the Board of Directors of Parent, Parent if:

Appears in 2 contracts

Samples: Combination Agreement (Donnelley R R & Sons Co), Combination Agreement (Moore Wallace Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Timeacceptance of Shares for payment pursuant to the Offer (or, before or after any if the Offer has been terminated and this Agreement remains in effect, prior to approval of this Agreement by the Company Requisite Vote), by action of the Parent Board of Directors of Parent, if:

Appears in 2 contracts

Samples: Defined Terms (Georgia Pacific Corp), Defined Terms (Unisource Worldwide Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any the stockholder or shareholder approvals referred to in Section 7.01(a), by action of the Board of Directors of ParentParent Board, ifin the event that:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Community Bancorp Inc), Agreement and Plan of Merger (First Community Bancorp /Ca/)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any Time by Parent by action of the Board of Directors of Parent, ifits Chief Executive Officer or Chief Financial Officer:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Netopia Inc), Agreement and Plan of Merger (Netopia Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any the approval by the shareholders of the Company referred to in Section 7.1(a), by action of the Board board of Directors directors of Parent, if:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American General Corp /Tx/), Agreement and Plan of Merger (American General Corp /Tx/)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any action of the Board of Directors of ParentShareholder Vote shall have been obtained, by Parent if:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Electro Rent Corp), Agreement and Plan of Merger (Electro Rent Corp)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time (a) prior to the Effective Time, before or after any Time by action of the Board of Directors of ParentParent if due to an occurrence or circumstance which resulted in a failure to satisfy any of the Offer Conditions, if:and Merger Sub shall have terminated the Offer in accordance with the terms hereof (including, without limitation, taking no position in response to a tender offer by a Person other than any of the Parent Companies),

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Abr Information Services Inc), Agreement and Plan of Merger (Ceridian Corp)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of Company, by action of the Board of Directors of Parent, if:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Quadramed Corp), Agreement and Plan of Merger (Francisco Partners II LP)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any Time by action of the Board of Directors of Parent, if:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fair Isaac & Company Inc), Agreement and Plan of Merger (HNC Software Inc/De)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any the approval of the Merger by the Company Requisite Vote, by action of the Board of Directors of Parent, Parent if:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pixelworks Inc), Agreement and Plan of Reorganization (Triquint Semiconductor Inc)

Termination by Parent. This Agreement may be terminated by Parent upon --------------------- written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any the approval by holders of Parent Shares, by action of the Board of Directors of Parent, if:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Usweb Corp), Agreement and Plan of Merger (Usweb Corp)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any by Parent upon action of the Board Parent’s board of Directors of Parent, ifdirectors:

Appears in 1 contract

Samples: Agreement and Plan of Merger (BWAY Holding CO)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval by shareholders of the Company and Merger Subsidiary referred to in Section 7.01(a), by action of the Board of Directors of ParentParent Board, ifin the event that:

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any by action of the Board board of Directors directors of Parent, ifon behalf of Parent and Purchaser, whether or not the Company Shareholder Approval has been obtained:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Simula Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned by action of the Board of Directors of Parent at any time prior to the Effective Time, whether before or after any action the approval of the Board of Directors of ParentMerger by the Company Requisite Vote, if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Strategic Diagnostics Inc/De/)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any the approval of the Merger by the Company Shareholder Approval or the date of approval of the Parent Amendments by the Parent Stockholders’ Meeting, by action of the Board board of Directors directors of Parent, if:

Appears in 1 contract

Samples: Merger Agreement (Ness Technologies Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company terminated, and the Merger may be abandoned abandoned, at any time prior to the Effective Time, Time whether before or after any action of the Board of Directors of ParentCompany Stockholder Approval is obtained (except as set forth below), by Parent if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Habit Restaurants, Inc.)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company terminated, and the Merger may be abandoned abandoned, at any time prior to the Effective Time, whether before or after any action the adoption of this Agreement by the stockholders of the Board of Directors of Company referred to in Section 5.1(a), by Parent, with written notice to the Company, if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Integramed America Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger and other transactions contemplated hereby may be abandoned at any time prior to the Effective Time, before or after any action of notwithstanding approval thereof by the Board of Directors of ParentCompany Stockholders, by Parent if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Paradigm Genetics Inc)

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Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the --------------------- Merger may be abandoned at any time prior to the Effective Time, before or after any the approval by the stockholders of the Company referred to in Section 7.1(a) and before or after the Stockholders Meeting, by action of the Board of Directors of Parent, Parent if:

Appears in 1 contract

Samples: Stockholder Agreement (Alza Corp)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned by Parent, at any time prior to the Effective Time, before or after any action the approval by the stockholders of the Board of Directors of ParentCompany, if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bridgeport Machines Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective TimeDate, before or after any by action of the Board of Directors of Parent, if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Physician Corporation of America /De/)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger and other transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time, before or after any Time by action of the Board board of Directors directors of Parent, Parent if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Conmed Corp)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to and the Company Offer and the Merger may be abandoned at any time prior to the Effective Time, before or after any Acceptance Date by action of the Board board of Directors directors of Parent, Parent if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Biomet Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any by action of the Board of Directors of Parent, if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liposome Co Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any the approval by the shareholders of the Company referred to in Section 8.1(a), by action of the Board of Directors of Parent, Parent if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Corzon Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any by action of the Parent Board of Directors of Parent, if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Comverse Technology Inc/Ny/)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any the approval by the shareholders of the Company referred to in Section 7.1(a), by action of the Board of Directors of Parent, Parent if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Union Carbide Corp /New/)

Termination by Parent. This Agreement may be terminated by Parent Parent, upon prior written notice to the Company Company, and the Merger Mergers may be abandoned at any time prior to the Partnership Merger Effective Time, whether before or after any action of the Board of Directors of Parent, Requisite Company Vote has been obtained except as otherwise expressly noted if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (NorthStar Realty Europe Corp.)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any by action of the Board board of Directors directors of Parent, if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blackhawk Network Holdings, Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective TimeClosing, before or after any the approval by holders of Shares, by action of the Board of Directors of Parent, if:if there is a material breach of any of the representations and warranties of the Company or if the Company shall have failed to comply in any material respect with any of its covenant or agreements contained herein to be complied with or performed by the Company at or prior to such date of termination.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Natural Wonders Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned abandoned, whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a), at any time prior to the Effective Time, before or after any Time by action of the Board board of Directors directors of Parent, Parent if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bristol West Holdings Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any the approval by stockholders of Parent referred to in SECTION 7.1(a), by action of the Board of Directors of Parent, if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gliatech Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any by action of the Board board of Directors directors of Parent, if:if the board of directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger or if all conditions to Closing set forth in Section 8.3 hereof shall not have been waived or satisfied by the Outside Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Panoramic Care Systems Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger Mergers may be abandoned at any time prior to the First Step Effective Time, before or after any action of the Time by Parent as authorized by its Board of Directors of Parent, ifDirectors:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ceco Environmental Corp)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any the consummation of the Tender Offer or the approval by the stockholders of Parent referred to in Section 7.1(a), by action of the Board of Directors of ParentParent if (a) the Company enters into a binding agreement for, if:or recommends, a Superior Proposal or the Board of Directors of the Company shall have withdrawn or adversely modified its

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Bankers Insurance Group Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of Company, by action of the Board of Directors of Parent, ifif :

Appears in 1 contract

Samples: Agreement and Plan of Merger (PeopleSupport, Inc.)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any action the receipt of the Board approval of Directors of the Company's Stockholders required by Section 7.01(c), by written notice given to the Company by Parent, if:

Appears in 1 contract

Samples: Pre Merger Agreement (Dynacare Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any the approval by the stockholders of Parent referred to in Section 7.1(a), by action of the Board of Directors of Parent, if:Parent if the Board of Directors of the Company shall have withdrawn or adversely modified its approval or recommendation of this Agreement contemplated by Section 6.4 or failed to reconfirm such recommendation of this Agreement within five business days after a written request by Parent to do so.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American International Group Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective TimeClosing, whether before or after any the Requisite Company Vote shall have been obtained, by Parent by action of the its Board of Directors of Parent, if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Comforce Corp)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective TimeTime (or, before or after any in the case of clause (a) below, prior to the time that the Requisite Company Vote has been obtained) by action of the Board board of Directors directors of Parent, Parent if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genworth Financial Inc)

Termination by Parent. This Agreement may be terminated by Parent --------------------- upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by action of the Board board of Directors directors of Parent, if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Data Return Corp)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after any the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by action of the Board board of Directors directors of Parent, if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Divine Inc)

Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any the approval by the shareholders of Parent referred to in Section 7.1(a), by action of the Board board of Directors directors of Parent, if:

Appears in 1 contract

Samples: Agreement and Plan of Merger (American General Corp /Tx/)

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