Termination by the Shareholders. The Shareholders may terminate this Agreement by giving written notice to the Buyer at any time prior to the Closing Date in the event of a material change in the financial position of the Buyer, or if the Buyer has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, if the Shareholders have notified the Buyer of the breach and the breach has continued without cure until ten (10) calendar days after the notice of such breach;
Termination by the Shareholders. The Required Shareholders may terminate this Agreement by giving written notice to the Parent at any time prior to the consummation of the Preliminary Closing (1) in the event the Parent or the Merger Sub has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, the Shareholders have notified the Parent of the breach, and the breach has continued without cure until the earlier of (A) 20 days after the notice of such breach or (B) the Preliminary Closing Date or (C) the date set forth below in this Section, whichever is earlier, or (2) after execution of this Agreement, within three business days after each date following the date of this Agreement on which the Shareholders receive the PPM or any amendment or supplement thereto, or any Other Acquisition Agreement or exhibit or schedule thereto or any amendment to any thereof, if any such document constitutes or reflects, individually or in the aggregate, a material adverse change to the business, assets or prospects of Parent and its subsidiaries in the aggregate, including the Other Companies, or materially changes, in a manner that is adverse to the Shareholders, the content of the PPM, the Registration Statement or the Prospectus or requires such a material change (all of the matters set forth in clause (2) as determined in good faith by the Required Shareholders), or (3) if the Preliminary Closing shall not have occurred on or before December 31, 1997 (or such earlier comparable date as may be set forth in any Other Acquisition Agreement), or (4) if any of the Other Acquisition Agreements are terminated.
Termination by the Shareholders. If (i) there has been a material violation or breach by Buyer of any of the representations, warranties, covenants or agreements contained in this Agreement that has not been waived in writing by the Shareholders, (ii) there has been a failure of satisfaction of a condition to the obligations of the Shareholders that has not been waived or (iii) Buyer shall have attempted to terminate this Agreement under this Article 10 or otherwise without grounds to do so, then Shareholders' Agent may, by written notice to Buyer at any time prior to the Closing, terminate this Agreement.
Termination by the Shareholders. This Agreement may be terminated and the Contemplated Transactions may be abandoned at any time prior to the Closing Date if (a) there has been a breach by Walden or WDOP of any rxxxxxxntation or warranty contained in this Agreement which would have or would be reasonably likely to have a Walden Material Adverse Xxxxxt and which breach is not curable by December 31, 1997, or (b) there has been material breach of any of the covenants or agreements set forth in this Agreement on the part of Walden or WDOP, which bxxxxx is not curable or, if curable, is not cured within 30 days after written notice of such breach is given by any of the Shareholders to Walden. 4.
Termination by the Shareholders. If (A) there has been a material violation or breach by Buyer of any of the representations, warranties or covenants of this Agreement that has not been waived in writing by the Shareholders’ Agent; (B) Buyer has received a Supplement, or series of Supplements and/or identified in writing any Accounting Adjustments, and the aggregate of the expected Liabilities related to all of the Supplements, together with the negative net change, if any, of all Accounting Adjustments is, as determined by Shareholders’ Agent acting reasonably and in good faith, greater than Two Hundred Fifty Thousand Dollars ($250,000); or (C) an event has occurred (other than a breach of this Agreement by the Companies or the Shareholders) such that a condition to the obligations of the Companies and the Shareholders cannot be satisfied, then the Shareholders’ Agent (acting as the agent of all the Shareholders) may, upon written notice to Buyer at any time prior to the Closing during the period that such violation, breach or failure is continuing, terminate this Agreement with the effect set forth in Section 11(b)(iii).
Termination by the Shareholders. This Agreement may be terminated and the Stock Purchase may be abandoned at any time prior to the Closing by the Shareholders, if (a) any representation of Acquirer contained in Article III shall have been inaccurate and such inaccuracy would give rise to the failure of a condition set forth in Section 6.3(a), or (b) Acquirer shall have breached any covenant or other agreement contained in this Agreement, in any such event that would give rise to the failure of a condition set forth in Section 6.3(a) or (b), which inaccuracy or breach cannot be or has not been cured within 10 Business Days after the giving of written notice by the Shareholders to Acquirer thereof.
Termination by the Shareholders. The Shareholders may terminate this Agreement by giving written notice thereof to BrightStar at any time prior to Closing by reason of the failure of any condition precedent under Section 8.2 hereof (unless the failure results primarily from the Shareholders breaching any representation, warranty, or covenant contained in this Agreement).
Termination by the Shareholders. This Agreement may be terminated at any time by mutual written agreement between the Shareholders who, acting jointly, shall give 30 working days’ notice to the Escrow Agent.
Termination by the Shareholders. The Shareholders acting jointly may terminate this Agreement by jointly giving written notice thereof to Parent at any time prior to the Closing: (a) in the event the Parent has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, the Shareholders have notified Parent of the breach, and the breach has continued without cure until the earlier of 20 days after the notice of such breach or the Closing Date, whichever is earlier, (b) if the Registration Statement for the IPO has not been filed with the Securities and Exchange Commission on or before December 31, 1997, or (c) if the IPO Closing Date shall not have occurred on or before April 30, 1998 by reason of the failure of any condition precedent under Section 7.2 hereof (unless the failure results primarily from the Shareholders materially breaching any material representation, warranty, or covenant contained in this Agreement).
Termination by the Shareholders. The Shareholders may terminate this Agreement by giving written notice to Lone Wolf if any material condition in Article VII hereof which must be fulfilled before the Shareholders, Prestige and Zenex are obligated to consummate the transactions contemplated hereby shall not have been fulfilled on or before the date specified for the fulfillment thereof; provided, however, that such notice shall include a statement of the grounds thereof and Lone Wolf shall have thirty (30) days thereafter to cure the events or conditions cited in such notice (to the extent curable) and if Lone Wolf cures the events or conditions giving rise to such grounds to the satisfaction of the Shareholders, in their reasonable discretion, the Shareholders shall not have any right to terminate this Agreement based upon such specified events or conditions. If the Shareholders do elect to terminate this Agreement, pursuant to this Section, and Lone Wolf is unable to timely cure its breach or default within said thirty (30) day period of time, then, and in such event, this Agreement shall be null, void and of no further force and effect, and none of the Parties hereto shall have any further rights, duties or liabilities hereunder, unless otherwise expressly provided in this Agreement.
