Termination; Termination Fee. (a) This Acquisition Agreement may only be terminated
(i) by mutual written consent of Seller and Buyer;
(ii) by Seller or Buyer, if the Closing shall not have occurred on or before July 3, 2011; provided, however, that the right to terminate this Acquisition Agreement under this Section 10.2(a)(ii) shall not be available to any Party whose failure to perform any of its obligations under this Acquisition Agreement resulted in the failure of the Closing to be consummated by such date;
(iii) by Seller or Buyer, upon the issuance of any final, nonappealable order by a court of competent jurisdiction precluding the consummation of the Closing or the transaction contemplated by this Acquisition Agreement or the Related Agreements (by injunction or otherwise), provided that the right to terminate this Acquisition Agreement under this Section 10.2(a)(iii) shall not be available to a Party if the issuance of such final, nonappealable order was primarily due to the failure of such Party to perform any of its obligations under this Acquisition Agreement;
(iv) by Buyer if Seller Stockholder Approval is not obtained within 90 days of execution of this Acquisition Agreement by the Parties;
(v) by Buyer, if a Seller Adverse Recommendation Change shall have occurred;
(vi) by Buyer, if Seller shall have willfully and materially breached the terms of Section 6.11 of this Acquisition Agreement in any respect adverse to Buyer;
(vii) by Buyer, if Seller has intentionally or recklessly breached any representation or warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other breach, would cause any of the conditions in ARTICLE VII not to be satisfied;
(viii) by Seller, if Seller enters into a Third Party Acquisition Agreement providing for a Superior Proposal, in accordance with Section 6.11(c), provided, however, that Seller may only exercise this termination right if Seller has complied with its obligations under Section 6.11, including, without limitation, Section 6.11(d), and provided, further, that such termination shall not be effective unless concurrently therewith Seller fulfills its obligations under Section 10.2(c);
(ix) by Seller, if Buyer is in breach of any representation, warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other such breach, would cause any of the conditions in ARTICLE VIII not to be satisfied; ...
Termination; Termination Fee. (a) Where Client has given notice to Company that Company is in breach of any material provision of this Agreement and such breach remains uncured for 10 days following receipt of such notice, then Client may terminate this Agreement upon a further 10 day written notice to Company of such termination.
(b) Client may terminate this Agreement for convenience at any time by giving 30 calendar days prior written notice to Company.
(c) In the event of any termination of this Agreement by Company pursuant to Section 1.4 above, Section 2.6 above, Section 6.a(b) or by Client pursuant to any other section of this Agreement other than pursuant to Section 6.2(a) above, Client shall pay to Company within 5 business days of the effective date of such termination (i) in consideration of Company forgoing other business opportunities in anticipation of the Services that otherwise would have been provided to Client pursuant to this Agreement, a termination fee equal to 15% of the total unpaid amounts of any Service Fees associated with any then outstanding Work Order, (ii) any undisputed amount set forth in any invoices delivered pursuant to Section 5 and (iii) any and all other out of pocket costs and expenses specified in any then outstanding Work Order (including, but not limited to, any upfront costs paid by Company related to any third party independent contractor specified in any applicable Work Order) that had actually been incurred by Company or irrevocably committed to by Company in anticipation of fulfilment of any then outstanding Work Order prior to delivery of the written notice of termination by Client pursuant to this Section 6.2(c), an invoice for which will be delivered by Company to Client prior to the effective date of the termination.
Termination; Termination Fee. This Agreement may be terminated, and the Merger abandoned, prior to the Closing by the following means and with the following effects:
Termination; Termination Fee. This Agreement may be terminated, and the Merger abandoned, prior to the Closing solely by the following means and with the following effects:
7.1 BY MUTUAL AGREEMENT. Eldorado and CSBI (on behalf of itself and Merger Sub) may terminate this Agreement by mutual written consent at any time. EXECUTION VERSION
Termination; Termination Fee. Yahoo elects to terminate the Agreement, in which case the following will become effective immediately prior to the consummation of the Change of Control: the Agreement will terminate and Overture will pay to Yahoo a termination fee of (i) if Acquirer is a Designated Company, then (A) $10,000,000 in cash, payable promptly upon consummation of a Change of Control; and (B) 3% of the outstanding shares of Overture Common Stock, on a fully diluted basis immediately prior to consummation of the Change of Control (calculated on the treasury stock method (utilizing the average closing trading price of shares of Overture for the 10 trading days ending on the day that is two trading days prior to but not including the date of consummation of the Change of Control (the “Ten-Day Average Price”))) which, subject to applicable governmental regulatory approvals and the expiration of applicable waiting periods, shall be issued immediately prior to consummation of a Change of Control; or
Termination; Termination Fee. If Customer cancels any Service (other than as a result of Midco’s default under Section 15) or if Midco terminates any Service pursuant to this Section, Section 15 or Section 25, then Customer shall pay Midco a Termination Fee in the amount of (a) the lesser of (i) twelve (12) months of service charges or (ii) the service charges payable during the remainder of the term plus (b) construction and other actual expenses incurred by Midco to enable the delivery of Service, any installation charges waived, and any discounts or credits issued under this Agreement. If Customer is subject to early termination fees and has multiple Service Locations, the early termination fee is applicable only to the Service Location(s) discontinuing Service(s). Either Party may cancel this Agreement without liability if Midco is prohibited from furnishing Service, or if any material rate or term contained herein is substantially changed by final order of a court, administrative agency, or other tribunal of competent jurisdiction. Customer is responsible for all fees that Midco incurs from third party vendors as a part of the termination of Service. The Parties agree that the Termination Fee is not a penalty, but rather the Parties’ best estimate of the actual losses to be incurred by Midco as a result of such early termination. A WAIVER BY MIDCO OF ANY PART OF AN EARLY TERMINATION FEE SHALL NOT BE CONSIDERED AS A WAIVER OF ANY OTHER TERMINATION FEE ASSESSED AT A LATER DATE.
Termination; Termination Fee. (a) Client may terminate this Agreement upon written notice to Company if Company is in breach of any material provision of this Agreement and such breach remains uncured for a period of 10 calendar days.
(b) Client may terminate this Agreement for convenience at any time by giving 15 calendar days prior written notice to Company.
(c) In the event of any termination of this Agreement by Company pursuant to Section 1.4 above, Section 2.6 above, Section 6.a(b) or by Client pursuant to any other section of this Agreement other than pursuant to Section 6.2(a) above, Client shall pay to Company within 5 business days of the effective date of such termination (i) in consideration of Company forgoing other business opportunities in anticipation of the Services that otherwise would have been provided to Client pursuant to this Agreement, a termination fee equal to 15% of the total unpaid amounts of any Service Fees associated with any then outstanding Work Order, (ii) any undisputed amount set forth in any invoices delivered pursuant to Section 5 and (iii) any and all other out of pocket costs and expenses specified in any then outstanding Work Order (including, but not limited to, any upfront costs paid by Company related to any third party independent contractor specified in any applicable Work Order) that had actually been incurred by Company in anticipation of fulfillment of any then outstanding Work Order prior to delivery of the written notice of termination by Client pursuant to this Section 6.2(c), an invoice for which will be delivered by Company to Client prior to the effective date of the termination.
Termination; Termination Fee. (a) Subject to subparagraph (b) below, this Agreement shall terminate upon the earlier to occur of (i) the Effective Time, (ii) upon the withdrawal of the Offer by Parent in accordance with the terms of the Merger Agreement or (iii) termination of the Merger Agreement in accordance with its terms.
(b) In the event the Company’s Board of Directors approves a Superior Proposal or a transaction contemplated by an Alternative Proposal is consummated, Shareholder shall pay to Parent, within five (5) business days following the receipt of proceeds in connection with such Superior Proposal or Alternative Proposal, as the case may be, an amount in cash, in a manner directed by Parent, equal to 100% of the proceeds received by Shareholder in excess of $6.75 per Share, net of any applicable taxes owed by Shareholder. To the extent the consideration Shareholder receives pursuant to the transactions contemplated by a Superior Proposal or Alternative Proposal, as the case may be, is securities, the value of such securities shall be calculated as follows:
(i) in the case of securities for which there is a public trading market, the value shall be the average of the last sales price for such securities on the five (5) trading days immediately preceding the date the applicable Superior Proposal or Alternative Transaction is consummated; or
(ii) in the case of securities for which there is no public trading market, the value shall equal that amount which is mutually agreed to by Shareholder and Parent.
Termination; Termination Fee. (a) Either of the parties hereto may terminate this Agreement (i) if the transactions contemplated hereby are not consummated by August 15, 1997 through no fault of the terminating party (for purposes hereof, a termination of the Acquisition Agreement pursuant to Section 7.2, Section 7.3, Section 7.4.2, Section 7.4.3 or Section 7.4.5 thereof being deemed not to be the fault of the Company or any of its Subsidiaries), (ii) any federal or state regulator shall have made a final determination denying an application of either party to the Acquisition Agreement, the granting of which is essential to the consummation of the Acquisition or (iii) the Target Company terminates the Acquisition Agreement. In addition, this Agreement shall terminate upon mutual consent of the parties hereto. If the Acquisition Agreement is terminated and the Company receives the Termination Fee (as defined in the Acquisition Agreement), the Company shall pay to each Purchaser, within five (5) business days after the receipt of the Termination Fee, the sum of Three Hundred Sixteen Thousand Five Hundred Twenty Dollars ($316,520), being equal to 1.0
Termination; Termination Fee. In addition to such furthe ----------------------------- liability
