Termination by the Investor. This Agreement may be terminated prior to the Redemption Date by the Investor if:
(a) the Merger Agreement is terminated or amended to increase the amount or aggregate value of consideration to be paid to the Company’s stockholders pursuant to the Merger Agreement or the Company and GCA otherwise agree to increase the amount or aggregate value of consideration to be paid to the Company’s stockholders in connection with the Merger; or
(b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that a condition to closing set forth in Section 3.2 hereof would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured within the ten (10) days after written notice thereof is given by the Investor to the Company; or (c) at any time after December 31, 2008.
Termination by the Investor. This Agreement may be terminated forthwith during the Commitment Period by the Investor by giving written notice of such termination to the Company if: (a) the Company has breached in any material respect any representation, warranty, covenant or agreement contained in this Agreement (including, without limitation, any failure to issue and/or, procure the Listing of Common Shares on time) and (if such breach is curable) such breach is not cured within 5 Business Days following receipt by the Company of notice of such breach; (b) there has been any event which is a Material Adverse Event; (c) there has been a change in applicable law which materially impacts the Investor's obligations under this Agreement; or (d) any Common Shares of the Company are delisted from the Exchange.
Termination by the Investor. This Agreement may be terminated, at the option of an Investor with respect to itself (and the corresponding obligations of the Company to such Investor), prior to the Closing Date, in the event of any of the following:
7.2.1. failure by the Company to ensure that the Closing occurs within the period set forth in Clause 3.3 above;
7.2.2. refusal by the Investor to accept any of the contents of the updated Disclosure Letter;
7.2.3. material breach or default by the Company in the performance of any of its/ their obligations under this Agreement; and / or
7.2.4. occurrence of a Material Adverse Effect prior to the Closing Date.
Termination by the Investor. The Investor may terminate the right of the Company to effect any Draw Downs under this Agreement upon one (i) business day's notice if any of the following events (each, an "Event of Default") shall occur:
(a) The Company or any subsidiary shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for all or substantially all of its property or business; or such a receiver or trustee shall otherwise be appointed; or
(b) Bankruptcy, insolvency, reorganization or liquidation proceedings other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary of the Company.
Termination by the Investor. The Investor may terminate the right of the Company to effect any Draw Downs under this Agreement upon one (i) Trading Day's notice if any of the following events (each, an "Event of Default") shall occur:
(a) The Company or any subsidiary shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for all or substantially all of its property or business; or such a receiver or trustee shall otherwise be appointed;
(b) Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary of the Company;
(c) The Company shall fail to maintain the listing of the Common Stock on a Principal Market or trading in such Common Stock shall otherwise be halted or suspended for a period of ten (10) consecutive Trading Days;
(d) The Registration Statement shall not have been declared effective by the Commission on or before the date which is 90 days from the date of this Agreement; or
(e) a Change of Control shall have occurred.
Termination by the Investor. The Investor may terminate the right of the Company to effect any Draw Downs under this Agreement upon one (i) Trading Day's notice if any of the following events (each, an "Event of Default") shall occur:
(a) The Company (i) fails to issue shares of Common Stock to the Investor on any Settlement Date as provided herein, (ii) fails to remove any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate or any shares of Common Stock issued to the Investor as and when required by this Agreement or the Registration Rights Agreement, or (iii) fails to fulfill its obligations pursuant to this Agreement (or makes any announcement, statement or threat that it does not intend to honor the obligations described in this paragraph), and, in each of the cases described in clauses (i) through (iii) above, any such failure shall continue uncured (or any announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for five (5) Trading Days after the Company shall have been notified thereof in writing by the Investor;
(b) The Company fails to obtain effectiveness of the Registration Statement within 180 days from the Closing Date, or fails to obtain the effectiveness of any additional Registration Statement required to be filed pursuant to the Registration Rights Agreement within ninety (90) days after the occurrence of the event that requires such filing, or any such Registration Statement, after its initial effectiveness, lapses in effect or sales of all of the Registrable Securities otherwise cannot be made thereunder (whether by reason of the Company's failure to amend or supplement the prospectus included therein in accordance with the Registration Rights Agreement, the Company's failure to file and obtain effectiveness with the Commission of an additional Registration Statement required pursuant to the Registration Rights Agreement or otherwise) for more than twenty (20) consecutive Trading Days or more than eighty (80) Trading Days in any twelve (12) month period after such Registration Statement becomes effective;
Termination by the Investor. (a) Subject to the Investor and/or the Company having complied in all material respects, as of the date of termination of the Agreement, with all of their notification and application requirements, if any, in relation to each relevant step mentioned below, in the event that:
(i) the Investor has pursued termination of this Agreement pursuant to Clause 3.1(e)(B);
(ii) the Investor has pursued termination of this Agreement pursuant to Clause 3.4;
(iii) Slovakia breaches in a material respect any of its obligations pursuant to Clauses 7.2(d) and 7.2 (e);
(iv) any of the undertakings of Slovakia and/or Nitra contained in Clause 11 have been breached resulting in Business Critical Information being disclosed to any unauthorised party;
(v) Slovakia is in delay in disbursing the Investment Aid to the Company under the conditions set out in this Agreement;
(vi) the Site Future Purchase Agreement or Site Purchase Agreement is terminated by any of the parties thereto for a reason other than the termination of the Agreement or is declared to be null and void and not replaced as anticipated therein;
(vii) a termination event provided in Schedule 6 (Milestones) has occurred and is continuing; or
(viii) the Investor has pursued termination of this Agreement pursuant to Clause 10.5. the Investor, acting for itself and on behalf of the Company, may in its judgment, after having provided Slovakia and Nitra with advance notice of at least 30 (thirty) days of its intention to terminate this Agreement, allowing Slovakia and Nitra to rectify the situation and/or find an amicable solution satisfactory to the Parties within that period, terminate, by a notice to Slovakia, Nitra and the Company, this Agreement and the Implementation Agreements related hereto and cease the implementation of the Project.
(b) The Investor is not entitled to terminate the Agreement for the reasons set out in paragraph (a) above where the set deadlines have not been met solely due to the Investor and/to the Company not having provided the Required Cooperation to Slovakia.
(c) Following the termination of this Agreement by the Investor under Clause 13.2(a)(i), from the effective date of the termination, this Agreement shall be deemed to have been terminated and the Parties specifically agree that the following shall apply:
(i) the Investor (or the Investor through the Company) shall return the full amount of Investment Aid received, if any, to Slovakia together with interest calculated pursuant to the ...
Termination by the Investor for Circumstances relating to the Investor
(a) Notwithstanding anything provided in the Clauses 13.1 and/or 13.2, the Investor may, subject to the conditions provided in this Clause 13.3, terminate this Agreement and the Implementation Agreements related hereto in the following circumstances:
(i) where the Investor undergoes a Change of Control to outside of the Tata Group and, as a result, the commercial direction of the Investor’s business is altered so that the Project is discontinued, and provided that such change in commercial direction is to be confirmed by a letter from the appropriate senior executive of the Investor confirming such change in commercial direction of the Investor’s business as a direct result of the Change of Control;
(ii) in the event of an unforeseeable, material shift in the policy of the Slovak government whereby laws or regulations predominantly affecting the automotive industry are imposed that materially affect the ability of the Investor to operate effectively and profitably in respect to the Investor’s and/or the Company’s activities in Slovakia;
(iii) if the Euro Exchange Rate falls below parity (i.e., it falls from an exchange rate equal to or above EUR/GBP €1:£1 to an exchange rate where £1 is worth less than €1) and remains continuously below parity for a period of more than 180 (one hundred and eighty) days;
(iv) in the event that Slovakia exits either the European Union or the EURO zone; or
(v) if either (i) the Moodys credit ratings on JLRA PLC falls to B1 or worse or, should the JLRA PLC credit rating improve at any time to Ba1 or above, it then falls to Ba3 or worse or (ii) alternatively if the S&P credit ratings on JLRA PLC falls to B+ or worse or, should the JLRA PLC credit rating improve at any time to BB+ or above, it then falls to BB- or worse.
(b) The Investor’s right of termination for the circumstances set out in Clause 13.3(a) above may be exercised no later than 6 (six) months following the Investor’s discovery that the circumstance has arisen, otherwise the right of termination expires. The right of termination is exercised by a written notice of termination sent by the Investor to Slovakia, Nitra and the Company with a notice period of 30 (thirty) days that commences on the first day of the month following the month in which the termination notice was delivered to such Parties.
(c) Following the termination of this Agreement by the Investor under Clause 13.3, from the effective date of the termination, ...
Termination by the Investor. If the Company does not timely --------------------------- satisfy the conditions to closing set forth in Section 4.9 and 4.10 above, the Investor may terminate its commitment to purchase the Note by delivery of written notice to Company.
Termination by the Investor. The Investor may terminate the right of the Company to effect any Draw Downs under this Agreement upon one (i) Trading Day’s notice if any of the following events (each, an “Event of Default”) shall occur:
(a) The Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for all or substantially all of its property or business; or such a receiver or trustee shall otherwise be appointed;
(b) Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company ;
(c) The Company shall fail to maintain the listing of the Common Stock on a Principal Market;
(d) The Registration Statement shall not have been declared effective by the Commission on or before the date which is 90 days from the date of this Agreement; or
(e) a Change of Control shall have occurred.
