Termination Prior to Effective Date. This Agreement may be terminated by the Underwriter, at its option, by giving notice to the Company, if (i) the Company shall have failed, refused, or been unable, at or prior to the Effective Date, to perform any agreement on its part to be performed hereunder; (ii) any other condition of the Underwriter’s obligations hereunder is not fulfilled or waived by the Underwriter; (iii) a banking moratorium shall have been declared by federal, New York or Minnesota authorities; (iv) there shall have been such a serious, unusual and material change in general economic, monetary, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall be such as, in the judgment of the Underwriter, makes it inadvisable to proceed with the delivery of the Certificates; (v) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which, in the judgment of the Underwriter, materially and adversely affects or will materially and adversely affect the business or operations of the Company; or (vi) there shall be a material outbreak of hostilities or material escalation and deterioration in the political and military situation between the United States and any foreign power, or a formal declaration of war by the United States of America shall have occurred. Any such termination shall be without liability of any party to any other party, except as provided in Sections 7.01, 7.02 and 7.04 hereof; provided, however, that the Company shall remain obligated to pay costs and expenses of the Company and the Underwriter (but only to the extent of actual accountable out-of-pocket expenses) to the extent provided in Section 2.02 hereof.
Termination Prior to Effective Date. Notwithstanding anything to the contrary in this Article VIII, Ikaria may terminate this Agreement prior to the Effective Date, with no liability to BioLineRx, if the OCS does not consent to the Agreement in a form reasonably satisfactory to both Parties within forty-five (45) days after the execution of this Agreement. The provisions of Article X (except for Section 10.1(a)) and this Section 8.6 shall survive such termination, and all other terms, provisions, representations, rights and obligations contained in this Agreement shall terminate.
Termination Prior to Effective Date. Nothing in this Agreement shall be deemed to entitle the Executive to continued employment with the Company or any Subsidiary, and if the Executive’s employment with the Company or any Subsidiary shall terminate prior to the Effective Date, the Executive shall have no rights under Articles III, IV or V.
Termination Prior to Effective Date. In the event of a termination of employment of the Executive prior to the Effective Date, this Agreement shall be terminated and shall have no further force or effect.
Termination Prior to Effective Date. In the event that the Asset Purchase Agreement is terminated prior to the Closing of the transactions contemplated thereby, this Agreement shall automatically terminate without any affirmative action of either Party, and shall be deemed null and void ab initio. In the event of such an automatic termination neither Party shall have any liabilities or obligations to the other Party hereunder as a result of such termination of this Agreement.
Termination Prior to Effective Date. If, prior to the Effective Date, the Executive's employment with the Company terminates, then the Executive shall have no rights under this Agreement.
Termination Prior to Effective Date. Notwithstanding anything to the contrary in this Article 12, either party may terminate this Agreement following a response from the OCS and each party’s discharge of its obligations under Section 2, with no liability to the other party, if (i) such party exercises its right to withhold agreement to modifications to the Execution Date Agreement in accordance with Section 2.1(c); or (ii) the OCS does not grant its consent to the Execution Date Agreement or a modified Execution Date Agreement, as such modified Execution Date Agreement and the process for modification are described in Section 2.1. The provisions of Section 8.1 and this Section 12.3.4 shall survive such termination, but all other terms, provisions, representations, rights and obligations contained in this Agreement shall terminate.
Termination Prior to Effective Date. This Agreement shall terminate automatically upon any termination of the Merger Agreement in accordance with its terms, and such termination shall be without any further liability or obligation of either party to the other, except as provided in the Merger Agreement.
Termination Prior to Effective Date. This Agreement may be terminated by Broward Health prior to the Effective Date upon the occurrence of one of the following events:
7.2.1.1. Broward Health reasonably determines that Resident will not have obtained all necessary licenses and certifications required under Florida laws and regulations to participate in the Residency Program prior to the Effective Date; or
7.2.1.2. Resident fails to pass or satisfy any Broward Health human resource screening, testing or other examination required to be satisfied by every Broward Health employee and resident.
Termination Prior to Effective Date. For clarity, prior to the Effective Date, the transactions contemplated by this Agreement shall terminate (and, for clarity this Agreement shall no longer become effective at any time) (i) upon expiration of the Option Period (as defined in the Option Agreement), in the event that Vaxcyte does not exercise the Option, (ii) if Sutro terminates the Option pursuant to and in accordance with Section 7(b) of the Option Agreement (and, for clarity, Vaxcyte does not exercise the Option during the Termination Notice Period (as defined in the Option Agreement) pursuant to and in accordance with Section 7(b) of the Option Agreement), (iii) if the Option Agreement is terminated pursuant to Section 11(i) of the Option Agreement prior to Vaxcyte’s exercise of the Option, or (iv) if the Option Agreement is terminated pursuant to Section 11(ii) of the Option Agreement. In the event the transactions contemplated by this Agreement terminate as set forth in this Section 14.1(b), neither Party hereto shall have any obligation hereunder to the other Party in connection with such termination.
