Termination by the Offeror. The Offeror, when not in default in the performance of its material obligations under this Agreement or the Support Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement (in respect of a Shareholder) by written notice to such Shareholder if: (a) any of the representations and warranties of such Shareholder under this Agreement shall not be true and correct in all material respects; (b) such Shareholder shall not have complied with its material covenants to the Offeror contained in this Agreement; (c) the Offeror shall not be required to make the Offer under the terms and conditions of the Support Agreement; (d) any condition to completion of the Offer, as set out in Schedule 2.1(a) to the Support Agreement, is not satisfied or waived prior to the Expiry Date; or (e) the Support Agreement has been terminated in accordance with its terms.
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Samples: Shareholder Support Agreement (Baker Julian), Shareholder Support Agreement (AnorMED Inc.), Shareholder Support Agreement (Millennium Pharmaceuticals Inc)
Termination by the Offeror. The Offeror, when not in material default in the performance of its material obligations under this Agreement or the Support Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement (in respect of a Shareholder) by written notice to such the Shareholder if:
(a) any of the representations and warranties of such the Shareholder under this Agreement shall not be true and correct in all material respects;
(b) such the Shareholder shall not have complied in all material respects with its material covenants to the Offeror contained in this Agreement;
(c) the Offeror shall not be required to make the Offer under the terms and conditions of the Support Agreement;
(d) any condition to completion of the Offer, as set out in Schedule 2.1(a) to the Support Agreement, is not satisfied or waived prior to the Expiry Date; or
(e) the Support Agreement has been terminated in accordance with its termsOfferor withdraws the Offer without having taken up the Shareholder’s Shares deposited thereunder.
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