Termination of the Acquisition. If (i) the Corporation delivers to the Purchasers notice or announces to the public that it no longer intends to complete the Acquisition prior to 10 a.m. (New York time) on August 1, 2014, (ii) the filing of the Scheme of Merger referred to in the Flow of Funds Closing Agreement does not occur on or before 10 a.m. (New York time) on August 1, 2014 or (iii) the Acquisition is terminated at any earlier time for any reason, BlackRock and the Purchasers (or any one of them) shall be entitled at their sole option, in accordance with Section 6.4 of this Agreement, to terminate their obligations under this Agreement by written notice to that effect given to the Corporation on or prior to the Closing Time.

Termination of the Acquisition. In the event that the Second Closing Date has not taken place by December 31, 2005, or in the event the Escrow Agent is informed by a notification executed by the Sellers' Representative and by the Acquirer of the forgoing of the Acquisition (the "NOTIFICATION OF FORGOING THE ACQUISITION"), the Escrow Agent will (i) deliver the Controlling Interest to the Sellers, by delivery of the shareholders' individual forms and of the register of transfer of the Company's securities, as well as an order of transfer bearing transfer of the Controlling Interest to the Sellers and other securities referred to in Article 3.3(ii) above and (ii) deliver the Escrowed Amount to the Acquirer, increased by gains or interest referred to in Article 3.3(iv) above.

Termination of the Acquisition. (a) The Acquisition may be terminated at any time after the Buyer’s exercise of the Purchase Option prior to the Acquisition Closing: (1) by the Buyer for any reason and in its sole discretion; (2) by the Representative if the Acquisition Closing has not occurred within six (6) months after the exercise by the Buyer of its Purchase Option (the “Termination Date”) because the conditions in Sections 10.1, 10.2 or 10.3 have not been met (provided, that the right to terminate this Agreement pursuant to this Section 10.5(a)(2) shall not be available to the Representative if the Company’s or any Seller’s breach of this Agreement has materially contributed to the failure of the Acquisition Closing to occur); provided, however, that the Termination Date shall be extended to the date that is twelve (12) months after the exercise by the Buyer of its Purchase Option if on the Termination Date the condition set forth in Section 10.1(b) has not been satisfied but all other conditions to the Acquisition Closing are satisfied or waived (other than those conditions that are by their nature to be satisfied by action taken at the Acquisition Closing); (3) by either the Representative or the Buyer in the event that any Governmental Authority has enacted, issued, enforced or entered into any statute, rule, regulation, injunction or other order, restraining, enjoining or otherwise prohibiting the Acquisition that has become final and non-appealable; or (4) by the mutual written consent of the Company and Buyer. (b) The Acquisition may be terminated at any time prior to the Acquisition Closing by the Buyer for any reason and in its sole discretion after the payment of all Funding Payments contemplated by Section 2.2, or the Buyer’s good faith determination, after consultation with the Representative, that no further Funding Payments shall be required to be made pursuant to Section 2.2.

Termination of the Acquisition. In the event that either party fails to fulfil its respective obligations under the Sale and Purchase Agreement upon Completion, the complying party has the right to (i) delay the Long Stop Date to a later date; (ii) proceed with the Completion on a best effort basis; or terminate the Sale and Purchase Agreement.

Termination of the Acquisition. On 29 June 2016, the Purchaser, being an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendors in relation to the Acquisition, pursuant to which the Purchaser has agreed to purchase, and the Vendors have agreed to sell, 100% equity interest in the Target Company for the consideration of RMB31,200,000. Pursuant to the Sale and Purchase Agreement, the Purchaser shall have right to terminate the Sale and Purchase Agreement if the Bank Account(s) was not opened within ninety (90) days from the date of the Sale and Purchase Agreement. As of the date of this announcement, the said obligation has not been fulfilled by the Vendors. After due and careful consideration, the Board decided not to proceed with the Acquisition. * For identification purposes only On 26 May 2017, the Purchaser has served a termination notice to the Vendors for, among other things, termination of the Sale and Purchase Agreement. No Consideration has been paid by the Company up to the date of this announcement. The Board is of the view that the termination of the Sale and Purchase Agreement is fair and reasonable, and in the interest of the Company and its shareholders as a whole. Hong Kong, 29 May 2017 # The English translation of the Chinese names or words in this announcement, where indicated, is included for identification purpose only, and should not be regarded as the official English translation of such Chinese names or words.

Termination of the Acquisition. If (i) the Acquisition Agreement is terminated (for whatever reason) after the first Utilisation Date but prior to Completion or (ii) a Non-Completion Event occurs, the Borrower shall: (a) promptly notify the Agent of the same; and (b) promptly (and in any event within twenty (20) Business Days of such termination or, as the case may be, the occurrence of such Non-Completion Event) repay all Loans in full (and the Commitments shall be immediately cancelled upon such termination or, as the case may be, the occurrence of such Non-Completion Event). Within such twenty-Business Day period, the Borrower shall procure the conversion of any applicable amount from Thai Baht into US dollars promptly and shall upon such conversion promptly apply the proceeds of such conversion towards prepayment of the Loans (or, to the extent that any applicable amount is available in US dollars, promptly apply such amount towards prepayment of the Loans) and shall in any event prepay all of the Loans in full prior to the expiry of such twenty-Business day period.

Related to Termination of the Acquisition

Termination of the Agreement In the event of failure by the participant to perform any of the obligations arising from the agreement, and regardless of the consequences provided for under the applicable law, the institution is legally entitled to terminate or cancel the agreement without any further legal formality where no action is taken by the participant within one month of receiving notification by registered letter. If the participant terminates the agreement before its agreement ends or if he/she fails to follow the agreement in accordance with the rules, he/she shall have to refund the amount of the grant already paid, except if agreed differently with the sending organisation. In case of termination by the participant due to "force majeure", i.e. an unforeseeable exceptional situation or event beyond the participant's control and not attributable to error or negligence on his/her part, the participant shall be entitled to receive at least the amount of the grant corresponding to the actual duration of the mobility period. Any remaining funds shall have to be refunded, except if agreed differently with the sending organisation.
Operation of the Agreement The Parties recognize that it is impractical in this Agreement to provide for every contingency which may arise during the life of the Agreement, and the Parties hereby agree that it is their intention that this Agreement shall operate fairly as between them, and without detriment to the interest of either of them, and that, if during the term of this Agreement either Party believes that this Agreement is operating unfairly, the Parties will use their best efforts to agree on such action as may be necessary to remove the cause or causes of such unfairness, but failure to agree on any action pursuant to this Clause 8.2 shall not give rise to a dispute subject to arbitration in accordance with Clause 9 hereof.
Construction of the Agreement The Agreement sets forth the entire understanding between two sophisticated business entities with legal counsel as to its subject and supersedes all prior agreements, conditions, warranties, representations, arrangements and communications, including purchase orders issued by Client, whether oral or written, and whether with or by Accenture, any of its affiliates, or any of their employees, officers, directors, agents or shareholders. Each party acknowledges that it entered into the Agreement solely based on the agreements and representations contained herein, and has not relied upon any representations, warranties, promises, or inducements of any kind, whether oral or written, and from any source. If a court of competent jurisdiction finds any term of the Agreement to be invalid, illegal or otherwise unenforceable, such term or provision will not affect the other terms of this Agreement and will be deemed modified to the extent necessary, in the court’s opinion, to render such term enforceable while preserving to the fullest extent permissible the intent and agreements of the parties set forth in this Agreement. No waiver or modification of any provision of the Agreement will be effective unless it is in writing and signed by the party against which it is sought to be enforced. The delay or failure by either party to exercise or enforce any of its rights under this Agreement is not a waiver of that party’s right to later enforce those rights, nor will any single or partial exercise of any such right preclude any other or further exercise of these rights or any other right. There are no third-party beneficiaries to the Agreement. In the event of a conflict between these GTC and an Order Form, the Order Form controls for purposes of that Order Form only.
Implementation of the Agreement Regulations of this Agreement relating to investments who investors of one Contracting Party realized before or after the entry into force of this Agreement, with what shall apply from the moment of its entry into force, provided that such investments conducted in accordance with the laws of that Party Contracting.
Execution of the Agreement The Company, the party executing this Agreement on behalf of the Company, and the Consultant, have the requisite corporate power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All corporate proceedings have been taken and all corporate authorizations and approvals have been secured which are necessary to authorize the execution, delivery and performance by the Company and the Consultant of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and the Consultant and constitutes a valid and binding obligation, enforceable in accordance with the respective terms herein. Upon delivery of this Agreement, this Agreement, and the other agreements and exhibits referred to herein, will constitute the valid and binding obligations of Company, and will be enforceable in accordance with their respective terms. Delivery may take place via facsimile transmission.
Duration of the Agreement This Agreement shall come into effect on the day and year stated in Box 4 and shall continue until the date stated in Box 17. Thereafter it shall continue until terminated by either party giving to the other notice in writing, in which event the Agreement shall terminate upon the expiration of a period of two months from the date upon which such notice was given.
Modification of the Agreement Notwithstanding any of the provisions of this Agreement, the parties may agree to amend this Agreement. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. No oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto.
Application of the Agreement (1) This Agreement shall apply to investments made in the territory of either Contracting Party in accordance with its legislation by investors of the other Contracting Party prior as well as after the entry into force of this Agreement. (2) This Agreement shall not apply to claims which have been settled or procedures which have been initiated prior to its entry into force.
Term and Termination of the Agreement 9.1. The Agreement shall enter into force upon its signing by the Parties and shall remain in full force and effect until the Parties have fully and properly fulfilled their obligations (including, unequivocally in the case the term of any other agreement associated with the Agreement exceeds the term of the Agreement). 9.2. In the cases and under the conditions stipulated by the Agreement and/or Legislation, it is possible to terminate the Agreement before expiration of its term in whole or in part:
Ratification of the Agreement As amended by this Amendment, the Agreement is in all respects ratified and confirmed, and the Agreement, as so amended by this Amendment, shall be read, taken and construed as one and the same instrument.

Termination of the Acquisition Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Related to Termination of the Acquisition