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: (i) the Closing does not occur on or before the Closing Date; (ii) the failure of any of the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from any Purchaser and (B) the Closing Date; (iii) the Company breaches any representation or warranty or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from any Purchaser and (B) the Closing Date; or (iv) any Governmental Authority of competent jurisdiction, enters a Final Order declaring this Agreement or any material portion hereof to be unenforceable.
Appears in 3 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (York Capital Management Global Advisors, LLC), Series B Convertible Preferred Stock Purchase Agreement (NextDecade Corp.), Series B Convertible Preferred Stock Purchase Agreement (NextDecade Corp.)
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:
(i) the Closing does not occur on or before the Closing Date;
(ii) the failure of any of the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from any Purchaser and (B) the Closing Date;
(iiiii) the Company breaches any representation or warranty or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from any Purchaser and (B) the Closing Date; or
(iviii) any Governmental Authority of competent jurisdiction, enters a Final Order declaring this Agreement or any material portion hereof to be unenforceable.
Appears in 2 contracts
Samples: Series C Convertible Preferred Stock Purchase Agreement (Bardin Hill Investment Partners LP), Series C Convertible Preferred Stock Purchase Agreement (York Capital Management Global Advisors, LLC)
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:
(i) the Closing does not occur on or before the Closing DateOctober 31, 2018;
(ii) the failure of any of the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from any Purchaser and (B) the Closing Date;
(iii) the Company breaches any representation or warranty or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from any Purchaser and (B) the Closing Date; or
(iv) any Governmental Authority of competent jurisdiction, enters a Final Order declaring this Agreement or any material portion hereof to be unenforceable.
Appears in 2 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement, Series B Convertible Preferred Stock Purchase Agreement (NextDecade Corp.)
