Termination of Purchase Obligation. The obligation of Seller and Buyer to sell and purchase, respectively, the Shares under this Agreement shall become null and void and of no force and effect upon the earlier of (i) the termination of the Merger Agreement or abandonment of the Merger or (ii) 11:59 p.m. eastern standard time on November 7, 2009 if the Merger has not been consummated by such date. Notwithstanding any provision in this Agreement to the contrary, Buyer’s obligation to purchase the Shares from Seller and Seller’s obligation to sell the Shares to Buyer shall be conditioned on the consummation of the Merger.
Termination of Purchase Obligation. 8.1 Without limiting any of the other provisions of this Agreement, any Underwriter will be entitled, at its sole option, to terminate and cancel, without any liability on its part or on the part of the other Underwriter and the Purchasers, its obligations under this Agreement, to sell the Shares, by giving written notice to the Company at any time through to the Time of Closing if:
Termination of Purchase Obligation. 7.5 Without limiting any of the other provisions of this Agreement, the Agent will be entitled, at its sole discretion, to terminate and cancel, without any liability on its part, its obligations (and those of any Purchasers arranged by it) under this Agreement by giving written notice to the Company at any time through to the Closing Time if:
Termination of Purchase Obligation. 4.3.1 In the event the Acceptance Date for the Backhaul has not occurred by October 31, 2001, Purchaser may elect to terminate its obligation to acquire the Backhaul IRU by providing written notice to Seller by November 15, 2001, unless the reason for the Acceptance Date not occurring results from an Event of Default by Purchaser or improper acts or omissions. The parties agree that the Acceptance Date of the Backhaul will not depend on, and shall occur regardless of, whether the China-US cable has been delivered or is operational. If the Acceptance Date has not occurred by October 31, 2001 and Purchaser has not terminated its obligation to acquire the Backhaul IRU (by the November 15, 2001 deadline), Seller shall continue to provide to Purchaser the STM-1 circuits into Bandon set forth on Exhibit A to the Telecommunications Facilities Agreement (the “Bandon Circuit(s)”) at no cost to Purchaser after September 30, 2001. Seller shall reserve 26 additional STM-1’s from Bandon to Xxxxxxxx’ POP in Los Angeles, California by October 1, 2001. Xxxxxxxx shall continue to provide the Bandon Circuits until the earlier of: (i) thirty (30) days after the Acceptance Date of the Backhaul IRU or (ii) six (6) months after September 30, 2001. On March 31, 2002, if the Acceptance Date for the Backhaul IRU has still not occurred, Purchaser, at its option, may (1) terminate the Backhaul IRU (and Xxxxxxxx’ provision of the Bandon circuits shall end as of March 31, 2002), or (2) convert the Backhaul IRU to an equivalent IRU on the same terms and conditions as set forth herein between the Bandon cable landing station and Seller’s POP in Los Angeles, California (the “Bandon IRU”). In the event Purchaser elects to convert the Backhaul IRU to a Bandon IRU and Seller is unable to deliver 48 STM-1s from Bandon to Los Angeles, Purchaser shall have the right to purchase an IRU in 22 STM-1s for a purchase price of *** less the allocated amount of down payment set forth in Schedule A. In addition, the parties agree to reduce the payment for operations and maintenance associated with original Backhaul IRU under the O&M Agreement appropriately.
Termination of Purchase Obligation. 8.1 Without limiting any of the foregoing provisions of this agreement, and in addition to any other remedies which may be available to it, the Agents, on their own behalf and on behalf of the Purchasers, will be entitled, at their option, to terminate and cancel, without any liability on their part or on the part of the Purchasers, their obligations and the obligations of the Purchasers under this agreement or otherwise, to purchase the Offered Securities, by giving written notice to the Company at any time through to the Time of Closing if:
Termination of Purchase Obligation. Notwithstanding anything to the contrary contained herein, the Purchaser’s obligations under Section 2.1 hereof prior to an Initial Public Offering shall terminate immediately following the earliest to occur of (i) a Change of Control, or (ii) the termination of the License Agreement, in accordance with the provisions thereof, or (iii) the occurrence of a Material Default (as defined in the License Agreement) as a result of any breach of Section 10 of the License Agreement by the Company or any of its Affiliates. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
Termination of Purchase Obligation. In the event the proposed acquisition of the Debtors is not consummated, the obligations of the Purchaser to purchase, and the obligation of the Company to issue and sell, the Common Stock shall terminate without liability of any party to any other.
Termination of Purchase Obligation. The obligation of Seller and Buyer to sell and purchase, respectively, the Shares under this Agreement shall become null and void and of no force and effect upon the earlier of (i) the termination or abandonment of the Acquisitions or (ii)
Termination of Purchase Obligation. 21 9. Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Termination of Purchase Obligation. 11 10.1 Expenses ............................................................................................... 12 10.2 Entire Agreement; Successors and Assigns ............................................................... 12 10.3
