Termination by the Purchasers. This Agreement may be terminated at any time prior to the Closing by the Purchasers following the occurrence of any of the following events (each a “Purchaser Termination Event”) immediately upon delivery of written notice to the Company; provided, however that the Purchasers shall not be permitted to terminate this Agreement if at the time of such termination any Purchaser is in breach of any representation, warranty or covenant applicable to it in any material respect under this Agreement:
Termination by the Purchasers. (a) This Agreement may be terminated prior to the Series C Closing with respect to the transactions contemplated herein relating to both the Shares and the Underlying Shares by any Purchaser, by giving notice of such termination to the Company, if:
Termination by the Purchasers. The Purchasers may terminate this Agreement in their absolute discretion at any time prior to the purchase of the Securities, if (i) since the time of execution of this Agreement, there has been any material adverse change, financial or otherwise (other than as disclosed in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and its subsidiaries, considered as one enterprise, (ii) at the time of such termination, (x) trading in securities on the NYSE, the American Stock Exchange or the Nasdaq National Market shall have been suspended or limitations or minimum prices shall have been established on any such exchange or market, (y) a banking moratorium shall have been declared either by the United States or New York State authorities, or (z) the United States shall have declared war in accordance with its constitutional processes or there shall have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the financial markets of the United States as, in the Purchaser's judgment, to make it impracticable to market the Securities in the manner contemplated by this Agreement, or (iii) the Common Stock shall have ceased to be registered under the 1934 Act or listed on the NYSE, or the Commission, the NYSE or the Company shall have initiated proceedings for such deregistration or delisting. Either the Company or the Purchasers may terminate this Agreement if the Closing shall not have occurred by January 31, 2000; provided that no party may terminate under this sentence if the Closing has not occurred because of a material breach by such party of its obligations under this Agreement.
Termination by the Purchasers. (1) The Purchasers will be entitled acting jointly, by giving written notice to the Corporation in accordance with Section 7.07, at any time prior to the Closing Date and in their sole discretion, to elect to terminate and cancel, without any liability on their part, their obligations under this Agreement, if:
Termination by the Purchasers. This Agreement may be terminated and the transactions contemplated hereby may be abandoned by action of the Required Purchasers, at any time prior to the Closing Date, if (a) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company at or prior to such date of termination, and the Company shall not, within a reasonable period of time after notice of such failure, have cured or commenced prompt and diligent measures which would promptly cure such failure, (b) there shall have been a material misrepresentation or material breach by the Company with respect to any representation or warranty made by it in this Agreement and such misrepresentation or breach cannot be cured prior to the Closing Date, (c) there shall have occurred and be continuing any condition, event or development having, or reasonably likely to have, a Material Adverse Effect, or (d) the Required Purchasers shall determine that, after meeting with representatives of the OCC pursuant to Section 5.01(f) herein, a reasonable likelihood exists that the OCC will not consent to the Purchasers' investment in the Company contemplated by this Agreement, including without limitation the Purchasers' exercise of all voting and economic rights set forth in the terms of the Series C Preferred Stock, including those relating to the conversion of the Series C Preferred Stock, anti- dilution and Board election rights.
Termination by the Purchasers. 43 ARTICLE VII
Termination by the Purchasers. (a) In addition to other rights and remedies, this Agreement may be terminated prior to the First Tranche Closing with respect to the transactions contemplated herein relating to the Convertible Debentures, the Shares, the Warrants, the Underlying Shares and the Warrant Shares by any Purchaser, by giving notice of such termination to the Company, if:
Termination by the Purchasers. If, prior to or on the Completion Date -
Termination by the Purchasers. The Purchasers may terminate this Agreement
Termination by the Purchasers. 24 ARTICLE VI MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 26 6.1
