Termination by the Target Sample Clauses
The 'Termination by the Target' clause grants the target party in an agreement the explicit right to end the contract under specified circumstances. Typically, this clause outlines the conditions under which the target may exercise this right, such as a breach by the other party, failure to meet certain milestones, or the occurrence of material adverse events. By clearly defining when and how the target can terminate the agreement, this clause provides the target with a mechanism to exit the arrangement if continuing would be detrimental, thereby managing risk and ensuring flexibility.
Termination by the Target. This Agreement may be terminated by the Target at any time prior to the Effective Time:
(a) if prior to the receipt of the Requisite Target Vote at the Target Stockholders Meeting, the Target Board authorizes the Target, in full compliance with the terms of this Agreement, including Section 5.05 hereof, to enter into an Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of a Superior Proposal; provided, that the Target shall have paid any amounts due pursuant to Section 7.07(b) hereof in accordance with the terms, and at the times, specified therein; and provided further, that in the event of such termination, the Target substantially concurrently enters into such Acquisition Agreement; or
(b) if Aytu shall have breached or failed to perform in any material respect any of its covenants and agreements set forth in this Agreement; or
(c) if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of Aytu or Merger Sub set forth in this Agreement such that the conditions to the Closing of the Merger set forth in Section 6.03(a) or Section 6.03(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided, that the Target shall have given Aytu at least 20 days written notice prior to such termination stating the Target's intention to terminate this Agreement pursuant to this Section 7.04(c); provided further, that the Target shall not have the right to terminate this Agreement pursuant to this Section 7.04(c) if the Target is then in material breach of any representation, warranty, covenant, or obligation hereunder, which breach has not been cured.
Termination by the Target. This Agreement may be terminated by the Target at any time prior to the Effective Time (notwithstanding, in the case of Section 9.04(c), any approval of this Agreement by the Target’s stockholders):
(a) if, prior to the Offer Closing, the Target Board authorizes the Target, in full compliance with the terms of this Agreement, including Section 7.04, to enter into a Target Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of a Superior Proposal; provided that the Target will have paid any amounts due pursuant to Section 9.06(b) in accordance with the terms, and at the times, specified therein; and provided further that in the event of such termination, the Target concurrently enters into such Target Acquisition Agreement;
(b) if the Target makes a Target Adverse Recommendation for any of the reasons specified in Section 7.04(e), provided, however, that if the Target terminates this Agreement in accordance with this Section 9.04(b), then the Target will pay to Parent the Termination Fee as provided in Section 9.06(b).
(c) if, prior to the Offer Closing, Parent or Merger Sub materially breaches or fails to perform in any material respect any of its representations, warranties, covenants or other
Termination by the Target. This Agreement may be terminated by the Target at any time prior to the Effective Time:
(a) if, prior to the Offer Closing, the Target Board authorizes the Target, in full compliance with the terms of this Agreement, including Section 7.04, to enter into a Target Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of a Superior Proposal; provided that in the event of such termination, the Target concurrently enters into such Target Acquisition Agreement;
(b) if, prior to the Offer Closing, Parent or Merger Sub materially breaches or fails to perform in any material respect any of its representations, warranties, covenants or other agreements set forth in this Agreement, and in each case such breach or failure to perform (i) is incapable of being cured by the Outside Date, or if curable, has not been cured within twenty (20) full Business Days after its receipt of written notice thereof from the Target and (ii) in any way would reasonably be expected to prevent, materially impede or materially delay the consummation of the Offer, the Merger or the other transactions contemplated hereby;
(c) if all the Offer Conditions have been satisfied or waived by Parent as of the Expiration Time and Parent and Merger Sub shall have failed to consummate the Offer within two (2) Business Days thereafter in accordance with this Agreement; and
(d) if all the conditions set forth in Article VIII have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the Closing), and Parent and Merger Sub fail to consummate the Merger within three (3) Business Days following the date the Closing should have occurred.
Termination by the Target. This Agreement may be terminated by the Target at any time prior to the Effective Time (notwithstanding, in the case of Section 7.04(b) immediately below, any approval of this Agreement by the stockholders of the Target):
(a) if prior to the receipt of the Requisite Target Vote at the Target Stockholders Meeting, the Target Board authorizes the Target, in full compliance with the terms of this Agreement, including Section 5.04(b) hereof, to enter into a Target Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of a Superior Proposal; provided that the Target shall have paid any amounts due pursuant to Section 7.06(b) hereof in accordance with the terms, and at the times, specified therein; and provided further that in the event of such termination, the Target substantially concurrently enters into such Target Acquisition Agreement; or
(b) if (i) an Acquirer Adverse Recommendation Change shall have occurred, (ii) the Acquirer shall have entered into, or publicly announced its intention to enter into, an Acquirer Acquisition Agreement (other than an Acceptable Confidentiality Agreement), (iii) the Acquirer shall have breached or failed to perform in any material respect any of the covenants and agreements set forth in Section 5.04, (iv) the Acquirer Board fails to reaffirm (publicly, if so requested by Target) the Acquirer Board Recommendation within five (5) Business Days after the date any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Acquirer or the Person making such Takeover Proposal, (v) a tender offer or exchange offer relating to Acquirer Common Stock shall have been commenced by a Person unaffiliated with Target and the Acquirer shall not have sent to its stockholders pursuant to Rule 14e-2 under the Securities Act, within ten (10) Business Days after such tender offer or exchange offer is first published, sent or given, a statement reaffirming the Acquirer Board Recommendation and recommending that stockholders reject such tender or exchange offer, or (vi) the Acquirer or the Acquirer Board (or any committee thereof) shall publicly announce its intentions to do any of actions specified in this Section 7.04(b); or
(c) if there shall have been a breach of any representation, warranty, covenant or agreement on the part of Acquirer set forth in this Agreement such that the conditions to the Closing of the Merger set forth in Section 6.03(a) or Section 6.03(b), as applicable, w...
Termination by the Target. This Agreement may be terminated at any time prior to the Closing Date by action of the Target, if (i) a condition to the performance of the Target under Section 6.4 hereof shall not be fulfilled on or before the time specified for the fulfillment thereof despite diligent efforts to do so and which failure, breach of default has not been cured within five (5) Business Days following receipt by the Buyer of notice of such failure, (ii) a failure, breach or default, in any material respect, of any representation, warranty or covenant of the Buyer or the Transitory Subsidiary shall occur hereunder, which failure, breach or default has not been cured within five (5) Business Days following receipt by the Buyer of notice of such failure, or (iii) at any time if all of the conditions precedent to its obligation to effect the transaction shall not have been fulfilled to the satisfaction of Target acting in a commercially reasonable manner, other than by reason of the failure of the Target in good faith to reach agreement on such subject matter.
Termination by the Target. The Target may terminate this agreement at any time before the Delivery Time:
(a) in accordance with clause 3.7; or
(b) by notice in writing to the Bidder if:
(i) the Bidder is in material breach of any clause of this agreement and:
A. the Target has given written notice to the Bidder setting out the relevant circumstances and stating an intention to terminate this agreement; and
B. the relevant circumstances are not remedied and have continued to exist for 10 Business Days from the time such notice is received by the Bidder (or any shorter period ending at the Delivery Time); or
(ii) a majority of the Target directors publicly withdraw, fail to make or adversely change their Recommendation or Voting Intention where a Competing Proposal has been made and the Target has complied with clause 8.5 in respect of that Competing Proposal, or to publicly recommend the relevant Competing Proposal; or
(iii) the Independent Expert concludes in the Independent Expert's Report that the Scheme is not in the best interests of Target Shareholders (or the Independent Expert changes or publicly withdraws its conclusion that the Scheme is in the best interests of Target Shareholders).