Common use of Termination of Purchase Agreement Clause in Contracts

Termination of Purchase Agreement. (a) This Purchase Agreement may be terminated and the purchase and sale of the Shares abandoned at any time prior to the Closing: (i) by mutual consent of Premier and the Seller in writing; (ii) by either Premier or the Seller if the Closing shall not have occurred prior to February 27, 1998 (other than due to the failure of the party seeking to terminate this Purchase Agreement to perform its obligations under this Purchase Agreement required to be performed at or prior to such date); (iii) by Premier or Seller, if any Governmental Authority within the United States or any country or other jurisdiction in which Premier, directly or indirectly, has material assets or operations shall have issued an order, decree or taken any other action permanently enjoining, restraining or otherwise prohibiting the Transactions, and such order, decree, ruling or other action shall have become final and nonappealable; or (iv) by Premier, if after the date of this Purchase Agreement the Company issues (A) any shares of Company Common Stock (other than upon the conversion, exercise or exchange of securities outstanding on the date of this Purchase Agreement that are convertible into or exercisable or exchangeable for shares of Company Common Stock) or (B) any securities convertible into or exercisable or exchangeable for shares of Company Common Stock which result in the percentage of Company Common Stock beneficially held by the Seller, together with the percentage of Company Common Stock beneficially held by Premier falling below 50.1% of the ownership of all Company Common Stock (assuming the conversion, exercise or exchange of all securities referred to in clause (B)). (b) In the event of termination of this Purchase Agreement by either Premier or the Seller as provided in Section 7.1(a), this Purchase Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Premier or the Seller, other than this Article VII. Nothing contained in this Section shall relieve any party for any willful breach of the representations, warranties, covenants or agreements set forth in this Purchase Agreement.

Termination of Purchase Agreement. (a) This Purchase Agreement may be terminated and the purchase and sale of the Shares Securities abandoned at any time prior to the Closing: (i) by mutual consent of Premier and the Seller in writing; (ii) by either Premier or the Seller if the Closing shall not have occurred prior to February 27, 1998 (other than due to the failure of the party seeking to terminate this Purchase Agreement to perform its obligations under this Purchase Agreement required to be performed at or prior to such date); (iii) by Premier or Seller, if any Governmental Authority within the United States or any country or other jurisdiction in which Premier, directly or indirectly, has material assets or operations shall have issued an order, decree or taken any other action permanently enjoining, restraining or otherwise prohibiting the Transactions, and such order, decree, ruling or other action shall have become final and nonappealable; or (iv) by Premier, if after the date of this Purchase Agreement the Company issues (A) any shares of Company Common Stock (other than upon the conversion, exercise or exchange of securities outstanding on the date of this Purchase Agreement that are convertible into or exercisable or exchangeable for shares of Company Common Stock) or (B) any securities convertible into or exercisable or exchangeable for shares of Company Common Stock which result in the percentage of Company Common Stock beneficially held by the Seller, together with the percentage of Company Common Stock beneficially held by Premier falling below 50.1% of the ownership of all Company Common Stock (assuming the conversion, exercise or exchange of all securities referred to in clause (B)). (b) In the event of termination of this Purchase Agreement by either Premier or the Seller as provided in Section 7.1(a), this Purchase Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Premier or the Seller, other than this Article VII. Nothing contained in this Section shall relieve any party for any willful material breach of the representations, warranties, covenants or agreements set forth in this Purchase Agreement.