Termination by SmarTalk Sample Clauses

Termination by SmarTalk. 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 SmarTalk, if (a) there has been a breach by Company or the Stockholders of any representation or warranty contained in this Agreement which would have or would be reasonably likely to have a material adverse effect on the transactions contemplated by this Agreement or a Material Adverse Effect, or (b) there has been a material breach of any of the covenants or agreements set forth in this Agreement on the part of Company, which breach is not curable or, if curable, is not cured within 10 days after written notice of such breach is given by SmarTalk to Company.
Sample 1
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Termination by SmarTalk. 39 10.5. Effect of Termination and Abandonment............................ 39 10.6. Extension, Waiver................................................ 40 ARTICLE 11 MISCELLANEOUS.................................................... 40 11.1. Expenses......................................................... 40 11.2. Schedules........................................................ 40 11.3. Headings......................................................... 41 11.4. Notices.......................................................... 41 11.5. Assignment....................................................... 42 11.6.
Sample 1
Termination by SmarTalk. 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Effective Time by action of the Board of Directors of SmarTalk, if (a) the Board of Directors of the Company shall have withdrawn or modified in a manner materially adverse to SmarTalk its approval or recommendation of this Agreement or the Merger or shall have recommended an Alternative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 which could have a Material Adverse Effect on the Company, or (c) there has been a material breach of any of the covenants or agreements set forth in this Agreement on the part of the Company, which breach is not curable or, if curable, is not cured within thirty (30) days after written notice of such breach is given by SmarTalk to the Company.
Sample 1

Related to Termination by SmarTalk

  • Termination by Seller This Agreement may be terminated by Seller and the purchase and sale of the Station abandoned, if Seller is not then in material default, upon written notice to Buyer, upon the occurrence of any of the following:

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

  • Termination by Sellers This Agreement may be terminated at any time prior to the Closing Date by Sellers as follows:

  • Termination by Owner Owner may also terminate this Agreement at any time before Contractor begins the Work and notifies Owner in writing of such commencement if (1) Owner sells the property on which the Work is being performed or (2) the economic climate does not warrant proceeding with the project of which the Work is a part. In such circumstance, Contractor shall be entitled to receive that portion of the Contract Price earned by Contractor for Work performed to the satisfaction of Owner less any payments made before the date this Agreement is terminated. Contractor shall not be entitled to any additional compensation or damages as a result of termination of this Agreement pursuant to this Paragraph 12(c).

  • Termination by Bank If the Bank, or its successor in interest by merger, or its transferee in the event of a purchase in an assumption transaction (for reasons other than Executive's death, disability, or Cause) (1) terminates Executive's employment within one year following a Change in Control (as defined below), or (2) terminates Executive's employment before the Change in Control but on or after the date that any party either announces or is required by law to announce any prospective Change in Control transaction and a Change in Control occurs within six months after the termination, the Bank will provide Executive with the payment and benefits described in Section 9(d)(3) below.

  • Termination by Buyer This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer, if:

  • Termination by You In the event of an Employment Separation as a result of a termination by you for any reason, you must provide the Company with at least 14 days advance written notice ("Notice of Termination") and continue working for the Company during the 14-day notice period, but only if the Company so desires to continue your employment and to compensate you during such period. In the event of such termination under this Section, the Company will pay you the earned but unpaid portion of your Basic Salary through the termination date.

  • Termination by Xxxxxx This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by Parent:

  • Termination by Company The Company will have the following rights to terminate this Agreement:

  • Termination by Consultant Consultant may terminate Consultant's engagement under this Agreement for any reason provided that Consultant gives Company at least thirty (30) days' notice in writing. Company may, at its option, accelerate such termination date to any date at least two weeks after Consultant's notice of termination. Company may, at its option, relieve Consultant of all duties and authority after notice of termination has been provided. All compensation, payments and unvested benefits will cease on the termination date.

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