Termination by Shareholders. If (i) there has been a material violation or breach by Buyer of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Shareholders, or (ii) there has been a failure of satisfaction of a condition to the obligations of Shareholders which has not been so waived, or (iii) Buyer shall have attempted to terminate this Agreement under this Section 10 or otherwise without grounds to do so, then Shareholders may, by written notice to Buyer at any time prior to the Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 10.2(c) hereof.
Termination by Shareholders. If (i) there has been a failure of satisfaction of a condition to the obligations of Shareholders as provided in Article 7 hereof which has not been waived in writing by Shareholders, or (ii) Buyer shall have attempted to terminate this Agreement under this Article 10 or otherwise without grounds to do so, then Shareholders may, by written notice to Buyer at any time prior to the Closing that such failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 10.2.(c) hereof, provided that Buyer has not remedied such matter (if reasonably capable of being remedied) within thirty (30) business days following receipt of written notice from Shareholders.
Termination by Shareholders. If the Due Diligence Period has expired without termination of this Agreement by Buyer and if the Closing has not timely occurred, or if there is a breach or violation by Buyer under Section 5 or Section 8, then Shareholders may terminate this Agreement with the effect set forth in Section 11.4.
Termination by Shareholders. This Agreement may be terminated by Shareholders and the purchase and sale of the Company abandoned, if Shareholders are not then in material default, upon written notice to Buyer, upon the occurrence of any of the following:
Termination by Shareholders. If there has been a material breach by HealthCare of any of its agreements, representations or warranties contained in this Agreement which has not been waived in writing by the Shareholders, then the Shareholders may, by written notice to HealthCare at any time prior to the Closing that such breach is continuing, terminate this Agreement with the effect set forth in Section 10.1(b)(iii).
Termination by Shareholders. If (i) there has been a material --------------------------- violation or breach by Buyer of any of the agreements, representations, or warranties contained in this Agreement which has not been waived in writing by Shareholders, or (ii) there has been a failure of satisfaction of a condition to the obligations of Shareholders (other than those conditions described in Section 11.01(c), as to which 11.01(c) shall form the basis for termination) which Shareholders have not waived in writing, or (iii) Buyer shall have attempted to terminate this Agreement under this Article XI or otherwise without grounds to do so, then Shareholders shall give written notice to Buyer at any time prior to the Closing that such violation, breach, failure, or wrongful termination attempt is continuing and, if such violation, breach, failure, or wrongful termination is not cured by Buyer within ten (10) days after the date of such notice, Shareholders may terminate this Agreement with the effect set forth in Section 11.02(d) hereof.
Termination by Shareholders. Any of the Shareholders, when not in default in the performance of its obligations under this Agreement, may, without prejudice to any other rights, terminate this Agreement by notice to IBM if:
(a) the condition in Paragraph 2.3
(a) has either:
(i) not been waived by IBM; or
(ii) has not been satisfied on or before the date set out in such Paragraph;
(b) the Offer has not been made by the Offer Deadline;
(c) the Offer (or any amendment thereto, other than as specifically contemplated by Schedule "C" hereto) does not conform to the description in Schedule "C" or the provisions of this Agreement; or
(d) Target Shares deposited under the Offer have not, for any reason whatsoever, been taken up and paid for on or before the "Termination Date", which shall be April 30, 2000, unless prior to such date either:
(i) a regulatory authority shall have commenced a formal investigation or a regulatory authority, shareholder or other interested Person shall have commenced an action or proceeding, in either case in connection with securities or corporate law matters in respect of the Offer; or
(ii) the board of directors of the Corporation shall have recommended that holders of Target Shares reject the Offer, in which event the Termination Date shall be June 30, 2000.
Termination by Shareholders. Any of the Shareholders, when not in default in performance of its obligations under this Agreement, may, without prejudice to any other rights, terminate this Agreement by notice to the Online if: the Merger Agreement has been terminated or common shares deposited under the terms of this Agreement have not, for any reason whatsoever been executed and paid for on or before the September 9, 1999.
Termination by Shareholders the Company or Surgi-Pack. This ------------------------------------------------------ Agreement may be terminated and the transactions contemplated herein may be abandoned at any time prior to the Closing by the Shareholders, the Company or Surgi-Pack, if Buyer shall have breached any of its representations or warranties or failed to perform in any material respect any of its covenants or agreements contained in this Agreement which breach or failure (a) individually or in the aggregate, (i) could be reasonably be expected to have a Material Adverse Effect, or (ii) could prevent or materially delay the consummation of the transactions contemplated in this Agreement, and (b) shall not have been cured within five business days after the receipt of written notice by the Company or Surgi-Pack from Buyer of such breach or failure.
Termination by Shareholders. Any of the Shareholders, when not in default in performance of its obligations under this Agreement, may, without prejudice to any other rights, terminate this Agreement by notice to the Purchaser if: the Acquisition Agreement has been terminated pursuant to, and in accordance with, the provisions of paragraph (a) of section 5.1 thereof; the Offer has not been made by the date required in section 1.1 hereof; the Offer (or any amendment thereto, other than as specifically contemplated by Schedule "B" hereto) does not conform in all material respects with the description in Schedule "B"; or Common Shares deposited under the Offer have not, for any reason whatsoever been taken up and paid for on or before the earlier of (a) May 26, 1997 and (b) 90 days after the date of mailing of the Offer to shareholders of the Corporation.
