Common use of Termination by the Shareholder Clause in Contracts

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 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 '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 's Shares) taken up and paid for the Shareholder’s 's Shares tendered under the Offer by the Offer Deadline.

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 tenninate 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.