Common use of Termination by the Shareholders Clause in Contracts

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. 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. 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 EnviroSystems Agreement and Plan of Merger/Page 53 62 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. 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 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 62 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.