Termination by Target. This Agreement may be terminated by Target at any time prior to the Effective Time:
8.2.3.1 if the Board of Directors of Target approves, and authorizes Target to enter into, an agreement providing for the implementation of a Superior Proposal, but only so long as:
(a) the Required Vote has not yet been obtained;
(b) Target has not breached any of its obligations under Section 7.2 or Section 7.3 with respect to the Superior Proposal or any proposal by the person making such Superior Proposal;
(c) the Board of Directors of Target has determined in good faith, after consultation with the Financial Advisor, that such definitive agreement constitutes a Superior Proposal;
(d) Target pays to Purchaser the Termination Fee in accordance with Section 7.4 simultaneously with such termination (any purported termination pursuant to this subparagraph 8.2.3.1 being void and of no force or effect unless Target shall have made such payment); or
8.2.3.2 subject to compliance with Section 7.1, if Target is not in material breach of its obligations under this Agreement and Purchaser breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in paragraph 6.3.1 or paragraph 6.3.2.
Termination by Target. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after approval by the Target Stockholders, by action of the board of directors of Target, if:
(a) Buyer or Merger Sub shall have failed to comply in any material respect with any of the covenants or agreements contained in any Section of this Agreement to be complied with or performed by Buyer or Merger Sub at or prior to such date of termination; provided, however, that if such failure or failures are capable of being cured prior to the Effective Time, such failure or failures shall not have been cured within thirty (30) days of delivery to Buyer of written notice of such failure or failures; or
(b) there exists a breach or breaches of any representation or warranty of Buyer or Merger Sub contained in this Agreement such that the Closing condition set forth in Section 7.1(a) would not be satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the Effective Time, such breach or breaches shall not be cured within thirty (30) days of delivery to Buyer of written notice of such breach or breaches.
(c) In accordance with Section 6.2(b), the board of directors of Target accepts or recommends to the Target Stockholders a Superior Proposal or resolves to do so, provided that Target has given written notice of such Superior Proposal as required under Section 6.2(b) and Buyer has not made a proposal which is reasonably equivalent from the perspective of the Target Stockholders within seventy-two (72) hours of such written notice.
Termination by Target. If Target terminates this Agreement under (x) Section 10.1(i) (change of recommendation; recommendation of Parent Acquisition Proposal; failure to reject), (y) Section 10.1(c) (Parent Breach) or (z) Section 10.1(b) (Effective Time has not occurred on or prior to Termination Date) at a time that a Parent Breach (as defined in Section 10.1(c)) exists, then Parent shall promptly (and no later than two business days after the first to occur of Target’s termination of this Agreement or the existence of grounds to do so under this Section 10.2(c) pay to Target an amount equal to all Retention Bonuses, and such payment shall not be in lieu of other remedies to which Target may be entitled.
Termination by Target. By Target upon notice to Buyer if there has been a material misrepresentation, inaccuracy or breach by Buyer of any of its representations, warranties or covenants, or if any of the conditions specified in Section 8.2 hereof shall not have been substantially fulfilled by the time required and not have been waived by Target, or if the Closing shall not have occurred on or before December 31, 2002.
Termination by Target. This Agreement may be terminated by Target alone, by means of written notice to Jreck if (a) Jreck fails to perform any material covenant of Jreck contained in this Agreement or (b) on or before December 31, 1997, any of the conditions set forth in Article 7 of this Agreement shall not have been satisfied by Jreck or waived by Target.
Termination by Target. (i) If Target terminates this Agreement under (x) Section 10.1(b) (i.e., Effective Time has not occurred on or prior to Termination Date) at a time that a Parent Breach exists; or (y) Section 10.1(c) (i.e., a Parent Breach), and in each case, within six (6) months after such termination of this Agreement:
(A) a transaction is consummated, which transaction, if offered or proposed, would constitute a Parent Takeover; or
(B) a definitive agreement (the execution and delivery of which has been authorized by the boards of directors, or comparable bodies) that would, if consummated, constitute a Parent Takeover is entered into;
Termination by Target. Target may terminate this agreement at any time before 8:00 am on the Second Court Date:
(a) in accordance with and pursuant to clauses 3.7 or 4.10; or
(b) by notice in writing to Bidder if:
(i) Bidder is in material breach of any clause of this agreement (including if any of the Bidder Warranties are not true and correct in all material respects) provided that Target has given notice to Bidder setting out the relevant circumstances and stating an intention to terminate and the relevant circumstances have continued to exist and not been remedied within 5 Business Days (or any shorter period ending at 6:00 pm on the Business Day immediately before the Second Court Date) after the time such notice is given;
(ii) a majority of Target directors publicly adversely change or withdraw their Recommendation or Voting Intention or publicly recommend a Competing Proposal that is a Superior Proposal, provided that the Competing Proposal was not solicited or facilitated by Target or its Representatives in breach of Target’s obligations in clause 9; or
(iii) the Independent Expert concludes in the Independent Expert's Report (either in its initial report or a subsequent update of its report) that the Scheme is not in the best interests of Target Shareholders.
Termination by Target. Target may terminate this deed, with immediate effect, at any time before 8:00am on the Second Court Date by notice in writing to Bidder:
(a) in accordance with clause 3.4(b) or 3.4(c);
(b) if a majority of Target Directors wishes to publicly:
(i) withdraw or adversely change their Recommendation; or
(ii) recommend a Competing Proposal, in each case provided that one of the events referred to in clause 8.2 has occurred;
(c) the Independent Expert concludes in the Independent Expert's Report (either in its initial report or any subsequent update of its report) that the Scheme is not in the best interests of Target Shareholders; or
(d) if, at any time before 8:00am on the Second Court Date, Bidder or Guarantor has committed a material breach of this deed (including a Representation and Warranty) and:
(i) Target has given written notice to Bidder or Guarantor (as relevant) setting out the relevant circumstances and stating an intention to terminate this deed; and
(ii) the relevant circumstances are not remedied to Target's reasonable satisfaction and have continued to exist for 10 Business Days from the time such notice is given (or any shorter period ending at 8:00am on the Second Court Date). Termination under clause 13.3(d) will be deemed to take effect at the expiry of the 10 Business Day period referred to in clause 13.3(d)(ii).
Termination by Target. (a) Target may terminate this agreement at any time before 8:00am on the Second Court Date by notice in writing to Bidder if, in accordance with clause 9.3, the Target Board (or a majority of the Target Directors) withdraw or change their recommendation described in clause 9.1(a).
Termination by Target. (i) If Target terminates this Agreement under (x) Section 10.1(c) (Parent Breach) or (y) Section 10.1(b) (Effective Time has not occurred on or prior to Termination Date) at a time that a Parent Breach exists, and in each case, within twelve months after such termination of this Agreement:
(A) a transaction is consummated, which transaction, if offered or proposed, would constitute a Parent Acquisition Proposal,
(B) a definitive agreement (the execution and delivery of which has been authorized by the boards of directors, or comparable bodies) that would if consummated constitute a Parent Acquisition Proposal is entered into or
(C) (X) any Person acquires beneficial ownership or the right to acquire beneficial ownership of, or any “group” (as such term is defined under Section 13(d) of the Exchange Act and the rules and regulations promulgated hereunder), shall have been formed that beneficially owns, or has the right to acquire beneficial ownership of, outstanding shares of capital stock of Parent then representing 50% or more of the combined power to vote generally for the election of directors, and (Y) Parent’s Board of Directors has taken any action for the benefit of such person, that facilitates the acquisition by such person or group of such beneficial ownership, then Parent shall promptly (and no later than one business day after the first to occur of any of clauses (A)-(C) above) pay to Target a termination fee of $10 million (the “Parent Termination Fee”), plus Target’s Expenses up to $2 million (the “Parent Expense Cap”).
(ii) If (x) Target terminates this Agreement under Section 10.1(i) (change of recommendation; recommendation of Parent Acquisition Proposal; failure to reject; breach of Sections 7.2(b)) and at the date of termination Parent does not have the right to terminate this Agreement under Section 10.1(b), (d), (e) or (f) or (y) Parent or Target terminates this Agreement pursuant to Section 10.1(j) (Parent Superior Proposal), Parent shall promptly (and in any event no later than one business day after such termination) pay to Target the Parent Termination Fee plus Target’s Expenses up to the Parent Expense Cap.
(iii) If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal and (y) within twelve months after termination of this Agreement Parent or any of its Subsidiari...
