Termination by the Shareholder. The Shareholder, when not in material default in the performance of its respective obligations under this Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to the Offeror if:
(a) the Shareholder’s Shares are not acquired by the Offeror by the date on which the Support Agreement is terminated in accordance with its terms (other than with respect to the payment of any Non-Completion Fee by the Company to the Offeror);
(b) any of the representations and warranties of the Offeror under this Agreement shall not be true and correct in all material respects, where such inaccuracy is reasonably likely to prevent or materially delay consummation of the Offer;
(c) the Offeror shall not have complied in all material respects with its obligations to the Shareholder herein, where such non-compliance is reasonably likely to prevent or materially delay consummation of the Offer; or
(d) the Offeror has not (for any reason other than the failure of the Shareholder to tender the Shareholder’s Shares) taken up and paid for the Shareholder’s Shares tendered under the Offer by the Offer Deadline.
Termination by the Shareholder. The Shareholder, when not in material default of its performance of its obligations under this Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to IAMGOLD if:
(a) any of the representations and warranties of IAMGOLD under this Agreement shall not be true and correct in all material respects;
(b) IAMGOLD shall have amended the Arrangement Agreement to provide for lesser consideration per Orezone Share under the Arrangement without the prior written consent of the Shareholder or in any respect which is adverse to the Shareholder without the prior written consent of the Shareholder, provided that IAMGOLD may, without the consent of the Shareholder amend the terms of the Arrangement (A) to increase the consideration (or the value of the consideration) for the Orezone Shares under the Arrangement, or (B) extend the Effective Date to a date no later than the Termination Deadline; or (C) to the extent that IAMGOLD has the power to do so, to waive any condition of the Arrangement or the Arrangement Agreement; or
(c) IAMGOLD shall not have complied with its covenants to the Shareholder contained herein in all material respects.
Termination by the Shareholder. The Shareholder, when not in material default in its performance of its obligations under this Agreement, may, in its sole discretion, terminate this Agreement by written notice to Tahoe if:
(a) any of the representations and warranties of Tahoe under this Agreement shall not be true and correct in all material respects;
(b) Tahoe has not complied in all material respects with any of its covenants to Shareholder contained in this Agreement; or
(c) Pan American and Tahoe, without prior written consent of the Shareholder, amend the terms of the Arrangement Agreement in a manner that reduced the amount of consideration payable in respect of the Shareholder Securities, Provided, however, that such termination shall be without prejudice to any rights which the Shareholder may have as a result of any default by Tahoe prior to such termination.
Termination by the Shareholder. The Shareholder, when not in material default in performance of his obligations under this Agreement, may, without prejudice to any other rights, terminate this Agreement by notice to the Offeror's Parent if:
(a) the Offer has not been made as provided in section 1.1 hereof,
(b) the Offer does not substantially conform with, or subject to section 1.2 hereof is modified in a manner so as not to conform with, the description in the Support Agreement or the provisions of this Agreement;
(c) Shares deposited under the Offer (including the Shareholder's Shares) have not, for any reason whatsoever, been taken up and paid for on or before the end of the tenth day following the expiry of the Offer;
(d) the Offer is abandoned by the Offeror (which shall be conclusively evidenced by the Offeror issuing a press release or otherwise publicly disclosing or announcing that the Offer is withdrawn);
(e) after January 31, 2004 if the Offeror has not purchased any Shares pursuant to the Offer, otherwise than as a result of the material breach by the Shareholder of any material covenant or obligation under this Agreement or as a result of any representation or warranty of the Shareholder in this Agreement being untrue or incorrect in any material respect; provided, however, that if the Offeror's take up and payment for Shares deposited under the Offer is delayed by (i) an injunction or order made by a court or regulatory authority of competent jurisdiction, or (ii) the Offeror not having obtained any regulatory waiver consent or approval which is necessary to permit the Offeror to take up and pay for the Shares deposited under the Offer, then, provided that such injunction or order is being contested or appealed or such regulatory waiver, consent or approval is being actively sought, as applicable, this Agreement shall not be terminated by the Shareholder pursuant to this section until the earlier of (i) March 31, 2004 and (ii) the fifth business day following the date on which such injunction or order ceases to be in effect or such waiver, consent or approval is obtained, as applicable; and
(f) the Support Agreement is terminated in accordance with its terms.
Termination by the Shareholder. The Shareholder, when not in material default in its performance of its obligations under this Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to Purchaser if:
(a) any of the representations and warranties of Purchaser under this Agreement shall not be true and correct in all material respects;
(b) Purchaser shall not have complied with its covenants to the Shareholder contained herein in all material respects; or
(c) the Tribute Board of Directors has determined and notified POZEN Inc. that a Tribute Superior Proposal (as such term is defined in the Arrangement Agreement) exists.
Termination by the Shareholder. The Shareholder, when not in default in performance of his obligations under this Agreement, may, without prejudice to any other rights, terminate this Agreement by notice to the Purchaser if
(a) the Offer has not been made as provided in section 1.1 hereof,
(b) the Offer does not substantially conform with, or subject to section 1.2 hereof is modified in a manner so as not to conform with, the description in Schedule A hereto or the provisions of this Agreement; or
(c) Shares deposited under the Offer (including the Shareholder's Shares) have not, for any reason whatsoever, been taken up and paid for on or before the end of the tenth day following the expiry of the Offer.
Termination by the Shareholder. This Agreement may be terminated and the Closing may be abandoned at any time prior to the Closing Date by action of the Board of Directors of the Shareholder, if Buyer 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 Buyer at or prior to such date of termination.
Termination by the Shareholder. The Shareholder, when not in material default in its performance of its obligations under this Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to Northgate if:
(a) any of the representations and warranties of Northgate under this Agreement shall not be true and correct in all material respects; or
(b) Northgate shall not have complied with its covenants to the Shareholder contained in this Agreement in all material respects.
Termination by the Shareholder. The Shareholder, when not in material default in its performance of its obligations under this Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to Goldcorp if:
(a) any of the representations and warranties of Goldcorp under this Agreement shall not be true and correct in all material respects;
(b) Goldcorp shall have amended the Business Combination Agreement to provide for lesser consideration per Share under the Arrangement without the prior written consent of the Shareholder or in any respect which is material and adverse to the Shareholder without the prior written consent of the Shareholder, provided that Goldcorp may, without the consent of the Shareholder amend the terms of the Arrangement (A) to increase the consideration (or the value of the consideration) under the Arrangement, or (B) extend the Effective Date to a date no later than the Completion Deadline; or (C) to the extent that Goldcorp has the power to do so, to waive any condition of the Arrangement or the Business Combination Agreement; or
(c) Goldcorp shall not have complied with its covenants to the Shareholder contained herein in all material respects.
Termination by the Shareholder. The Shareholder, when not in material default in the performance of its obligations under this Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to the Offeror if:
(a) any of the representations and warranties of the Offeror under this Agreement shall not be true and correct in all material respects;
(b) the Offeror shall not have complied in all material respects with its covenants to the Shareholder contained herein; or
(c) if the Shareholder’s Shares have not been taken up and paid for under the Offer within 20 days following the Expiry Date.
