Termination by the Parent Sample Clauses

Termination by the Parent. The Parent shall have the right to terminate this Agreement and Executive's employment hereunder at any time during the Term with or without "Cause." For purposes of this Agreement, "Cause" shall mean (i) a substantial and continued failure by Executive to perform his duties hereunder or (ii) Executive's conviction of a felony; PROVIDED that no termination for Cause as a result of any of the events described in clause (i) shall be deemed effective unless and until the Parent shall have provided Executive with written notice specifying in detail the action(s) or event(s) allegedly constituting grounds for the Cause termination and the Executive shall have failed to cure such action(s) or event(s) within 10 days of receipt of such notice. Any such termination without cause or due to Executive's conviction of a felony shall be effective upon the giving of notice thereof to Executive in accordance with Section 7.3 hereof, and any termination which is based on any of the action(s) or events(s) described in clause (i) shall be effective as of the 10th day following Executive's receipt of such notice if Executive shall have failed to cure the applicable action(s) or event(s).

Termination by the Parent. This Agreement may be terminated by the Parent at any time prior to the Effective Time: (i) if: (A) the Board shall have failed in the DirectCash Circular to publicly recommend this Agreement or the Arrangement in the manner contemplated by Section 2.6; (B) the Board or any committee thereof shall have withdrawn, withheld or qualified, amended or modified in a manner adverse to the Parent, its unanimous approval or recommendation of the Arrangement, or the Board or any committee thereof publicly announces its intention to do, or that it has done, any of the foregoing; (C) the Board or any committee of the Board accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal, or the Board fails to recommend against acceptance of a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five (5) Business Days after the Parent request in writing, that it do so; (D) the Board or any committee of the Board accepts or enters into, or publicly proposes to accept or enter into, any agreement (other than a confidentiality agreement permitted by and in accordance with Section 7.2), understanding or arrangement in respect of an Acquisition Proposal; or (E) the Board or any committee thereof fails to publicly reaffirm its recommendation of this Agreement and the Arrangement within five (5) Business Days after the announcement or commencement of any Acquisition Proposal or within five (5) Business Days after having been requested to do so by the Parent; (ii) subject to Section 7.1, if the Parent are not in breach of any of their respective obligations under this Agreement and DirectCash breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach or breaches would, individually or in the aggregate, give rise to the failure of a condition set forth in Section 6.1 or Section 6.2; (iii) DirectCash breaches any of its covenants or agreements in Section 7.2 in any material respect; or (iv) if all of the conditions to the completion of the Arrangement for the benefit of the Parent have not been satisfied or waived on or prior to the date specified for such conditions to be satisfied or, in the absence of any such date, on or prior to the Outside Date, other than as a result of a breach of this Agreement by either of the Parent.

Termination by the Parent. This Agreement may be terminated by Parent and the Sub Merger and the Parent Merger may be abandoned at any time (i) prior to the consummation thereof, before or after the approval by stockholders of Parent or Sub, by action of the Parent Board if the Parent Board receives an unsolicited written offer with respect to a Superior Proposal, or if an unsolicited tender or exchange offer for the Parent Shares (with respect to a Superior Proposal) is commenced, and the Parent Board determines to accept such Superior Proposal or recommend that its shareholders accept such tender or exchange offer, but only after the Parent Board has been advised by counsel that approval, acceptance or recommendation of such transaction is necessary in order for the Parent Board to act in a manner consistent with its fiduciary obligations under applicable law, in accordance with clause "(y)" of Section 6.1(b)

Termination by the Parent. This Agreement may be terminated by the Parent at any time prior to the Effective Time: (a) if prior to the receipt of the Requisite Parent Vote at the Parent Stockholders Meeting, the Parent Board authorizes the Parent, in full compliance with the terms of this Agreement, including Section 5.4 hereof, to enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract in respect of a Superior Proposal (a “Superior Proposal Agreement”); provided that in the event of such termination, the Parent substantially concurrently enters into a legally binding Superior Proposal Agreement; or (b) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Merger set forth in Section 6.2(a) or Section 6.2(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided, that the Parent shall have given the Company at least 10 days written notice prior to such termination stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.3; provided further, that the Parent shall not have the right to terminate this Agreement pursuant to this Section 7.3 if the Parent or the Merger Sub is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured.

Termination by the Parent. 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 Parent if (i) the Board of Directors of the Company shall have withdrawn or adversely modified its approval or recommendation of this Agreement or failed to reconfirm its recommendation of this Agreement within five business days after a written request by the Parent to do so, (ii) 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 Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured within 30 days after written notice thereof is given by the Parent to the Company or (iii) if the Company or any of its affiliates, representatives or agents of the Company shall take any of the actions that would be proscribed by Section 6.2.

Termination by the Parent. The Parent may terminate this Agreement upon delivery of written notice to the Requisite Backstop Parties in accordance with its terms and at any time after the occurrence of or during the continuation of any of the following events: (a) any material breach of any representation, warranty, covenant or other agreement of this Agreement by any of the Backstop Parties other than Parent which results in the conditions to the obligations of the Parent, Stores or Parent’s applicable Subsidiary under Section 6 not being satisfied and such breach has not been cured on or before the later of (i) fifteen (15) Business Days of written notice of such breach from the Parent to the Requisite Backstop Parties and (ii) the date on which the Confirmation Order is entered; (b) the Effective Date has not occurred on or before October 14, 2018, subject to any extension pursuant to the terms hereof; (c) an order converting all of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code is entered by the Bankruptcy Court; (d) the board of directors of any Debtor at any time determines in good faith that continued performance under this Agreement would be inconsistent with its fiduciary duties; (e) any court has entered a final, non-appealable judgment or order declaring this Agreement or any material portion hereof to be unenforceable; or (f) the issuance by any the entry of an order dismissing all of the Debtors’ Chapter 11 Cases.

Termination by the Parent. This Agreement may be terminated and the Mergers may be abandoned by action of the Board of Directors of the Parent, at any time prior to the Effective Time of the Mergers, if: (a) The Company Shareholder shall have failed to comply with any of the covenants or agreements contained in this Agreement such that the closing condition set forth in Section 8.3 would not be satisfied; provided, however, that if such failure or failures are capable of being cured prior to the Effective Time of the Mergers, such failure or failures shall not have been cured within 15 days of delivery to the Company Shareholder of written notice of such failure; (b) there exists a breach of any representation or warranty of the Companies or the Sellers contained in this Agreement such that the closing condition set forth in Section 8.2 would not be satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the Effective Time of the Mergers, such breach or breaches shall not have been cured within 15 days of delivery to the Company Shareholder of written notice of such breach; or (c) Any of the parties enumerated in Section 5.5 engages in any of the actions prohibited thereby.

Termination by the Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Parent if: (a) the board of directors of the Company shall have failed to recommend, or shall have withdrawn or adversely modified its approval or recommendation of, the Merger or failed to reconfirm its recommendation of the Merger within two (2) Business Days after a written request by the Parent to do so, or shall have resolved to do any of the foregoing; or (b) any representation or warranty of the Company in this Agreement (disregarding any qualifications contained therein regarding materiality or Company Material Adverse Effect) shall not be true and correct, as if such representation or warranty was made as of such time on or after the date of this Agreement, except to the extent that such failure to be true and correct has not had, and is not reasonably likely to have, a Company Material Adverse Effect, or the Company shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of the Company to be performed or complied with by it under this Agreement and which, in any such case, shall not have been cured within five (5) Business Days following receipt of notice thereof.

Termination by the Parent. This Agreement may be terminated by the Parent prior to the Closing if neither the Parent nor Merger Sub is then in material default, upon written notice to the Company and the WCCC/WBOQ Buyer, upon the occurrence of any of the following: