Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the respective stockholders of Target and Acquiror: (a) by the mutual written consent of Target, Target Parent and Acquiror; (b) by either Target or Acquiror if the Effective Time shall not have occurred on or before June 30, 1999; provided, that the party seeking to terminate this Agreement pursuant to this clause 8.1(b) shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure to consummate the Merger on or before such date; (c) by either Target or Acquiror if (i) a statute, rule, regulation or executive order shall have been enacted, entered or promulgated prohibiting the consummation of the Merger substantially on the terms contemplated hereby or (ii) an order, decree, ruling or injunction shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger substantially on the terms contemplated hereby and such order, decree, ruling or injunction shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause 8.1(c)(ii) shall have used its reasonable best efforts to remove such injunction, order or decree; (d) by Acquiror if the approval of the stockholders of Acquiror contemplated by this Agreement shall not have been obtained by reason of the failure to obtain the required vote or consent; (e) by Acquiror if a tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of Target is commenced prior to the Target Meeting, and the Board of Directors of Target fails to recommend against acceptance of such tender offer or exchange offer within the time period presented by Rule 14e-2 by its stockholders (including by taking no position with respect to the acceptance of such tender offer or exchange offer by its stockholders); or (f) by Target, if Acquiror shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.2(a) or (b), and (ii) is incapable of being cured by Acquiror or is not cured within 30 days of notice of such breach or failure; (g) by Acquiror, if Target shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.3(a) or (b), and (ii) is incapable of being cured by Target or is not cured within 30 days of notice of such breach or failure. Except as provided in Sections 8.2 and 9.2 of this Agreement or the confidentiality obligations in Section 6.10, in the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void, there shall be no liability on the part of Acquiror, Sub, Target or Target Parent or any of their respective officers or directors to the other and all rights and obligations of any party hereto shall cease, except that nothing herein shall relieve any party from liability for any misrepresentation or breach of any covenant or agreement under this Agreement. SECTION 8.2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tech Sym Corp), Agreement and Plan of Merger (Geoscience Corp), A Agreement and Plan (Core Laboratories N V)
Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the respective stockholders of Target and AcquirorXxxxxx Xxxxxxxx: (a) by the mutual written consent of Target, Target Parent Xxxxxx Xxxxxxxx and AcquirorFalcon; (b) (i) by either Target Xxxxxx Xxxxxxxx or Acquiror Falcon if the Effective Time Shares shall not have occurred been purchased pursuant to the Offer on or before June 30July 15, 19991999 and (ii) by Xxxxxx Xxxxxxxx if after 90 days following the commencement of the Offer, the conditions to the Offer have not been satisfied or waived and Sub shall not have elected to extend the Offer; provided, that the party seeking to terminate this Agreement pursuant to this clause Section 8.1(b) shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure to consummate purchase Shares pursuant to the Merger Offer on or before such date; (c) by either Target Xxxxxx Xxxxxxxx or Acquiror Falcon if (i) a statute, rule, regulation or executive order shall have been enacted, entered or promulgated prohibiting the purchase of Shares pursuant to the Offer or the consummation of the Merger substantially on the terms contemplated hereby or (ii) an order, decree, ruling or injunction shall have been entered permanently restraining, enjoining or otherwise prohibiting the purchase of Shares pursuant to the Offer or consummation of the Merger substantially on the terms contemplated hereby and such order, decree, ruling or injunction shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause 8.1(c)(ii) shall have used its reasonable best efforts to remove such injunction, order or decree; (d) by Acquiror if the approval of the stockholders of Acquiror contemplated by this Agreement shall not have been obtained by reason of the failure to obtain the required vote or consent; (e) by Acquiror if a tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of Target is commenced prior to the Target Meeting, and the Board of Directors of Target fails to recommend against acceptance of such tender offer or exchange offer within the time period presented by Rule 14e-2 by its stockholders (including by taking no position with respect to the acceptance of such tender offer or exchange offer by its stockholders); or (f) by Target, if Acquiror shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.2(a) or (b), and (ii) is incapable of being cured by Acquiror or is not cured within 30 days of notice of such breach or failure; (g) by Acquiror, if Target shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.3(a) or (b), and (ii) is incapable of being cured by Target or is not cured within 30 days of notice of such breach or failure. Except as provided in Sections 8.2 and 9.2 of this Agreement or the confidentiality obligations in Section 6.10, in the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void, there shall be no liability on the part of Acquiror, Sub, Target or Target Parent or any of their respective officers or directors to the other and all rights and obligations of any party hereto shall cease, except that nothing herein shall relieve any party from liability for any misrepresentation or breach of any covenant or agreement under this Agreement. SECTION 8.2.non- 25
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Falcon Products Inc /De/), Agreement and Plan of Merger (Falcon Products Inc /De/)
Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger this Agreement by the respective stockholders of Target and AcquirorArcadian: (a) by the mutual written consent of Target, Target Parent PCS and AcquirorArcadian; (b) by either Target PCS or Acquiror Arcadian if the Effective Time shall not have occurred on or before June 30February 28, 19991997; provided, that the party seeking to terminate this Agreement pursuant to this clause 8.1(bSection 8.01(b) shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure to consummate the Merger on or before such date; (c) by either Target PCS or Acquiror Arcadian if (i) a statuteUnited States federal or state court of competent jurisdiction or United States governmental, rule, regulation regulatory or executive order administrative agency or commission shall have been enacted, entered or promulgated prohibiting the consummation of the Merger substantially on the terms contemplated hereby or (ii) issued an order, decree, decree or ruling or injunction shall have been entered taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger transactions substantially on the terms contemplated hereby by this Agreement and such order, decree, ruling or injunction other action shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause 8.1(c)(iiSection 8.01(c) shall have used its reasonable best efforts to remove such injunctionrestraint, order injunction or decreeprohibition; (d) by Acquiror PCS if (i) the approval approvals of the stockholders of Acquiror Arcadian contemplated by this Agreement shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of stockholders or consentany adjournment thereof or (ii) prior to the Special Meeting, the Board of Directors of Arcadian shall have withdrawn or modified, or resolved to withdraw or modify its approval or recommendation of this Agreement; (e) by Acquiror if Arcadian or PCS, by a tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of Target is commenced prior written notice delivered to the Target Meeting, and other party on or before 5:00 p.m. (Memphis time) on the Board 14th day after the date of Directors of Target fails to recommend against acceptance of such tender offer or exchange offer within the time period presented by Rule 14e-2 by its stockholders (including by taking no position with respect to the acceptance of such tender offer or exchange offer by its stockholders); or (f) by Target, if Acquiror shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach if Arcadian's or failure PCS's, as the case may be, investigation of the business and operations of the other party shall have revealed the existence of I-27 29 a fact or condition relating to perform such other party or its Subsidiaries that (i) would give rise to is not disclosed in the failure of a condition set forth in Section 7.2(a) PCS Disclosure Documents or (b)the Arcadian SEC Documents, as the case may be, and (ii) is incapable in the terminating party's reasonable, good-faith judgment has had or may reasonably be expected to have a Material Adverse Effect on the other party in excess of being cured any provision made with respect thereto in the other party's December 31, 1995 or June 30, 1996 financial statements included in the PCS Disclosure Documents or Arcadian SEC Documents, as the case may be. Any such notice delivered pursuant to the first sentence of this Section 8.01(e) shall outline in reasonable detail the basis for such termination; (f) by Acquiror or is not cured within 30 days Arcadian, if its Board of notice Directors shall have determined, in its good faith judgment after consultation with legal counsel and financial advisors, that such Board's fiduciary duties require termination of such breach or failurethis Agreement; (g) by AcquirorArcadian, if Target the approval of the stockholders of Arcadian contemplated by this Agreement shall not have breached or failed to perform in any material respect any been obtained by reason of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or the failure to perform obtain the required vote at a duly held meeting of such stockholders or any adjournment thereof; (h) by Arcadian or by PCS, if the Final PCS Common Stock Price is either (i) would give rise to the failure of a condition set forth in Section 7.3(a) less than $65.00 or (b), and (ii) is incapable of being cured greater than $90.00; and (i) by Target PCS, by a written notice delivered to Arcadian on or is not cured within 30 days of notice of such breach or failure. Except as provided in Sections 8.2 and 9.2 before 5:00 p.m. Memphis time on the 14th day after the date of this Agreement based on PCS's reasonable determination that the cost of causing Arcadian's interests in Arcadian Trinidad Corporation, Arcadian Fertilizer Corporation, AA Sulfuric Corporation, August Service Company Inc., Arcadian LCD Corporation and Arcadian FMF, L.L.C. and any other interests in corporations or limited liability companies held by Arcadian Partners, L.P. or Arcadian Fertilizer L.P. to be held through a chain of corporations with no partnership in the confidentiality obligations chain of ownership exceeds $25,000,000 in Section 6.10addition to the costs of retiring debt (including, in the costs of retiring such debt, all prepayment premiums payable thereon). In the event of the termination of this Agreement pursuant to this Section 8.18.01, this Agreement shall forthwith become voidterminate, and there shall be no other liability under this Agreement on the part of Acquiror, Sub, Target or Target Parent or any of their respective officers or directors either party to the other party except that (i) the obligations contained in Section 9.02 and all rights in the Confidentiality Agreement shall survive the termination hereof and obligations (ii) no such termination shall relieve either party of any party hereto shall cease, except that nothing herein shall relieve any party from liability for any misrepresentation or damages arising out of a breach of any covenant or agreement under this AgreementAgreement by that party. SECTION 8.28.02.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Potash Corporation of Saskatchewan Inc)
Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger this Agreement by the respective stockholders of Target and AcquirorArcadian: (a) by the mutual written consent of Target, Target Parent PCS and AcquirorArcadian; (b) by either Target PCS or Acquiror Arcadian if the Effective Time shall not have occurred on or before June 30February 28, 19991997; provided, that the party seeking to terminate this Agreement pursuant to this clause 8.1(bSection 8.01(b) shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure to consummate the Merger on or before such date; (c) by either Target PCS or Acquiror Arcadian if (i) a statuteUnited States federal or state court of competent jurisdiction or United States governmental, rule, regulation regulatory or executive order administrative agency or commission shall have been enacted, entered or promulgated prohibiting the consummation of the Merger substantially on the terms contemplated hereby or (ii) issued an order, decree, decree or ruling or injunction shall have been entered taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger transactions substantially on the terms contemplated hereby by this Agreement and such order, decree, ruling or injunction other action shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause 8.1(c)(iiSection 8.01(c) shall have used its reasonable best efforts to remove such injunctionrestraint, order injunction or decreeprohibition; (d) by Acquiror PCS if (i) the approval approvals of the stockholders of Acquiror Arcadian contemplated by this Agreement shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of stockholders or consentany adjournment thereof or (ii) prior to the Special Meeting, the Board of Directors of Arcadian shall have withdrawn or modified, or resolved to withdraw or modify its approval or recommendation of this Agreement; (e) by Acquiror if Arcadian or PCS, by a tender offer or exchange offer for 10% or more of the outstanding shares of capital stock of Target is commenced prior written notice delivered to the Target Meeting, and other party on or before 5:00 p.m. (Memphis time) on the Board 14th day after the date of Directors of Target fails to recommend against acceptance of such tender offer or exchange offer within the time period presented by Rule 14e-2 by its stockholders (including by taking no position with respect to the acceptance of such tender offer or exchange offer by its stockholders); or (f) by Target, if Acquiror shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach if Arcadian's or failure PCS's, as the case may be, investigation of the business and operations of the other party shall have revealed the existence of 27 33 a fact or condition relating to perform such other party or its Subsidiaries that (i) would give rise to is not disclosed in the failure of a condition set forth in Section 7.2(a) PCS Disclosure Documents or (b)the Arcadian SEC Documents, as the case may be, and (ii) is incapable in the terminating party's reasonable, good-faith judgment has had or may reasonably be expected to have a Material Adverse Effect on the other party in excess of being cured any provision made with respect thereto in the other party's December 31, 1995 or June 30, 1996 financial statements included in the PCS Disclosure Documents or Arcadian SEC Documents, as the case may be. Any such notice delivered pursuant to the first sentence of this Section 8.01(e) shall outline in reasonable detail the basis for such termination; (f) by Acquiror or is not cured within 30 days Arcadian, if its Board of notice Directors shall have determined, in its good faith judgment after consultation with legal counsel and financial advisors, that such Board's fiduciary duties require termination of such breach or failurethis Agreement; (g) by AcquirorArcadian, if Target the approval of the stockholders of Arcadian contemplated by this Agreement shall not have breached or failed to perform in any material respect any been obtained by reason of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or the failure to perform obtain the required vote at a duly held meeting of such stockholders or any adjournment thereof; (h) by Arcadian or by PCS, if the Final PCS Common Stock Price is either (i) would give rise to the failure of a condition set forth in Section 7.3(a) less than $65.00 or (b), and (ii) is incapable of being cured greater than $90.00; and (i) by Target PCS, by a written notice delivered to Arcadian on or is not cured within 30 days of notice of such breach or failure. Except as provided in Sections 8.2 and 9.2 before 5:00 p.m. Memphis time on the 14th day after the date of this Agreement based on PCS's reasonable determination that the cost of causing Arcadian's interests in Arcadian Trinidad Corporation, Arcadian Fertilizer Corporation, AA Sulfuric Corporation, August Service Company Inc., Arcadian LCD Corporation and Arcadian FMF, L.L.C. and any other interests in corporations or limited liability companies held by Arcadian Partners, L.P. or Arcadian Fertilizer L.P. to be held through a chain of corporations with no partnership in the confidentiality obligations chain of ownership exceeds $25,000,000 in Section 6.10addition to the costs of retiring debt (including, in the costs of retiring such debt, all prepayment premiums payable thereon). In the event of the termination of this Agreement pursuant to this Section 8.18.01, this Agreement shall forthwith become voidterminate, and there shall be no other liability under this Agreement on the part of Acquiror, Sub, Target or Target Parent or any of their respective officers or directors either party to the other party except that (i) the obligations contained in Section 9.02 and all rights in the Confidentiality Agreement shall survive the termination hereof and obligations (ii) no such termination shall relieve either party of any party hereto shall cease, except that nothing herein shall relieve any party from liability for any misrepresentation or damages arising out of a breach of any covenant or agreement under this AgreementAgreement by that party. SECTION 8.28.02.
Appears in 1 contract
Samples: Exhibit 2 Agreement and Plan of Merger (Arcadian Corp)
