Termination by PubCo Clause Samples

Termination by PubCo. This Agreement may be terminated by PubCo at any time before the Effective Time: (a) if and only if prior to or substantially concurrent with such termination, (i) PubCo shall have paid the PubCo Termination Fee (as defined below) to the Company pursuant to Section 7.06 and (ii) PubCo enters into a definitive agreement with respect to the Superior Proposal that did not result from a material breach of Section 5.04 and that remained a Superior Proposal following PubCo’s compliance with the provisions set forth in Section 5.04; (b) if the Company breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach (i) would give rise to the failure of a condition set forth in Section 6.01 or Section 6.02 and (ii) cannot be cured by the Termination Date, or, if curable, has not been cured by the Company within the earlier of (A) thirty (30) days after the Company’s receipt of written notice of such breach from PubCo and (B) three (3) Business Days prior to the Termination Date; provided, PubCo shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if any PubCo Entity is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement that would result in the conditions to Closing set forth in Section 6.01 or Section 6.03 not to be satisfied; or (c) if all of the conditions set forth in Section 6.01 and Section 6.03 have been satisfied (other than any condition the failure of which to be satisfied has been principally caused by the breach of this Agreement by the Company or any of its Affiliates and conditions that, by their nature, are to be satisfied at Closing and which were, at the time of termination, capable of being satisfied) and the Company has failed to fulfill its obligation and agreement herein to consummate the Closing within three (3) Business Days following written notice of such satisfaction from PubCo and that PubCo is ready, willing and able to consummate the Transactions.
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Termination by PubCo. 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 Pubco, if: (a) (i) any of GlobalOptions' representations and warranties shall have been inaccurate as of the date of this Agreement, such that the conditions set forth in SECTION 6.2(A) would not be satisfied, or (ii) if (A) any of GlobalOptions' representations and warranties become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the conditions set forth in SECTION 6.2(A) would not be satisfied and (B) such inaccuracy has not been cured by GlobalOptions within twenty (20) business days after its receipt of written notice thereof and remains uncured at the time notice of termination is given, or (iii) any of GlobalOptions' covenants contained in this Agreement shall have been breached, such that the conditions set forth in SECTION 6.2(B) would not be satisfied; or (b) if, since the date of this Agreement, there shall have occurred any Material Adverse Effect on GlobalOptions.
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Termination by PubCo. This Agreement may be terminated at any time prior to the Closing by PubCo, if there has been one or more breaches by RAVEN or either of the Selling Shareholders of any representations, warranties, covenants, or agreements contained in this Agreement which would entitle PubCo not to close pursuant to Section 5.1; provided however, that PubCo may not terminate this Agreement pursuant to this Section unless, within ten (10) days of becoming aware of such breach, PubCo has given written notice of such breach to RAVEN and/or the Selling Shareholders, as applicable and has provided such party with thirty (30) days to cure such breach.
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Termination by PubCo. 40 Section 7.5 Effect of Termination and Abandonment.................................40 Section 7.6 Amendment.............................................................40 Section 7.7 Extension; Waiver.....................................................40
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Related to Termination by PubCo

  • Termination by XOOM We may terminate this Contract, or the applicable portion of this Contract, at our discretion and without penalty immediately upon notice to you if: a. do not pay your bill in full by the date on your bill; b. do anything that prevents us from supplying you with Energy or services; c. increase your consumption above 2,500 gigajoules per year; or d. do not give us satisfactory financial or credit information, do not give us a deposit when we request one, or do not meet our credit requirements. We may terminate this Contract, or the applicable portion of this Contract, at our direction and without penalty for any other reason on thirty (30) days notice.

  • TERMINATION BY MPS MPS further reserves the right to terminate this Contract at any time for any reason by giving Contractor written notice by Registered or Certified Mail of such termination. MPS will attempt to give Contractor 20 days’ notice, but reserves the right to give immediate notice. In the event of said termination, Contractor shall reduce its activities hereunder, as mutually agreed to, upon receipt of said notice. Upon said termination, Contractor shall be paid for all services rendered through the date of termination, including any retainage. This section also applies should the Milwaukee Board of School Directors fail to appropriate additional monies required for the completion of the Contract.

  • Termination by Us We may terminate this Contract with 30 days’ written notice as follows: 1. For Non-payment of Premiums. Premiums are to be paid by the Subscriber to Us on each Premium due date. While each Premium is due by the due date, there is a grace period for each Premium payment. If the Premium payment is not received by the end of the grace period, coverage will terminate as follows: • If the Subscriber fails to pay the required Premium within a 30-day grace period, this Contract will terminate retroactively back to the last day Premiums were paid. The Subscriber will be responsible for paying any claims submitted during the grace period if this Contract terminates. 2. Fraud or Intentional Misrepresentation of Material Fact. If the Subscriber has performed an act that constitutes fraud or made an intentional misrepresentation of material fact in writing on his or her enrollment application, or in order to obtain coverage for a service, this Contract will terminate immediately upon a written notice to the Subscriber from Us. If termination is a result of the Subscriber’s action, coverage will terminate for the Subscriber and any Dependents. If termination is a result of the Dependent’s action, coverage will terminate for the Dependent. 3. If the Subscriber no longer lives, or resides in Our Service Area.

  • Termination by ▇▇▇▇▇ Subject to Section 5.2, the CAISO may terminate this Agreement by giving written notice of termination in the event that the Participating Load commits any material default under this Agreement and/or the CAISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given, to the Participating Load, written notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO’s notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders.

  • Termination by ▇▇▇▇▇▇ This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by Parent: (a) if the Company breaches any of its representations or warranties, or fails to perform any of its covenants or agreements contained in this Agreement, and which breach or failure (i) would give rise to the failure of a condition set forth in paragraph (d), (e) or (f) of Annex I and (ii) by its nature cannot be cured or has not been cured by the Company by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after the Company’s receipt of written notice of such breach from Parent, but only so long as neither Parent nor Merger Sub are then in material breach of their respective representations or warranties or materially failing to perform their respective covenants or agreements contained in this Agreement in a manner that would allow the Company to terminate this Agreement under Section 7.4(b); or (b) (i) upon prior written notice to the Company if the Company Board (acting upon the recommendation of the Special Committee), the Special Committee or any other duly authorized committee of disinterested members of the Company Board shall have effected an Adverse Recommendation Change (provided that, any written notice, including pursuant to Section 5.3(d), of the Company’s intention to make an Adverse Recommendation Change in advance of making an Adverse Recommendation Change shall not result in Parent having any termination rights pursuant to this Section 7.3(b)(i) unless such written notice otherwise constitutes an Adverse Recommendation Change); provided, however, that Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.3(b)(i) unless the notice of termination pursuant to this Section 7.3(b)(i) is delivered by Parent to the Company within five (5) Business Days following the occurrence of the event giving rise to Parent’s right to terminate this Agreement pursuant to this Section 7.3(b)(i), (ii) if the Company shall have materially breached any of its obligations under Section 5.3, (iii) if the Company shall have failed, within ten (10) Business Days of a tender or exchange offer that constitutes a Takeover Proposal relating to securities of the Company having been commenced, to publicly recommend against such tender or exchange offer or (iv) if the Company shall have failed to publicly reaffirm its recommendation of the Offer and the Merger within ten (10) Business Days after a request to do so by Parent following the date any Takeover Proposal or any material modification thereto is first commenced, publicly announced, distributed or disseminated to the Company’s stockholders (provided that Parent may only make such request once with respect to each Takeover Proposal and each material modification thereto).