Termination; Termination Fee. (a) This Agreement may be terminated
(i) by the mutual written agreement of Adaxx xxd the Company;
(ii) by Adaxx, xf Adaxx xx not in material breach of any of the terms of this Agreement, by written notice to the Company and the Bank, if the Company or the Bank or any of their respective affiliates or representatives breach in any material respect any of their obligations hereunder and such breach is not cured within the applicable time period as set forth in Section 5(e);
(iii) by Adaxx, xf (A) the Company Board publicly recommends that shareholders tender their shares of Common Stock in a tender offer or exchange their shares of Common Stock in an exchange offer, (B) the Company or the Bank enters into a definitive agreement with respect to a Significant Transaction (other than the Offering) or (C) the Company, the Bank or any Company Representative publicly announces or discloses an intention to enter into a Significant Transaction (other than the Offering);
(iv) by the Company, by written notice to Adaxx, xf (A) the Company is not in material breach of any of the terms of this Agreement, including Section 2, (B) the Company Board authorizes the Company, subject to complying with the terms of this Agreement, including Section 2, to enter into a definitive agreement with respect to an Acquisition Proposal and (C) the Company contemporaneously with such termination (1) enters into a definitive agreement with respect to an Acquisition Proposal and (2) agrees in writing to pay at the closing with respect to such Acquisition Proposal the fee required to be paid pursuant to Section 5(c); provided, however, that the Company shall not be obligated to make any payment pursuant to this subsection if Adaxx xxters into a consulting or employment arrangement with the acquiror involved in such Acquisition Proposal or any of its affiliates;
(v) by the Company, if neither the Company nor the Bank is in material breach of any of the terms of this Agreement, by written notice to Adaxx, xf Management breaches in any material respect any of their obligations hereunder and such breach is not cured within the applicable time period as set forth in Section 5(e); and
(vi) by the Company or Adaxx, xy written notice to the other, if any of Adaxx, Xhoxxxxx xx Loexxx xxes not receive the approval of the Federal Reserve, the FDIC or the DFI to assume the position described in Section 1(e)(i), to the extent any such approval is required.
(b) This Agreement shall terminate automatica...
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. 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. 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. (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) 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. (a) In the event of a sale of all or part of the Project, either Owner or Management Company may terminate this Agreement by written notice to the other party. In such event, this Agreement shall terminate on the earlier of (i) the date of the sale, and (ii) the date that is thirty (30) days after the date of such notice.
(b) In the event of a condemnation or destruction of all or part of the Project, either Owner or Management Company may terminate this Agreement by written notice to the other party. Such termination notice shall be delivered within thirty (30) days after the occurrence of the casualty and notice of the condemnation. In the event of a casualty, this Agreement shall terminate as of the date that is the thirty (30) days after the date of such notice. In the event of a condemnation, this Agreement shall terminate on earlier to occur of (i) the effective date of such condemnation, and (ii) the date that is the thirty (30) days after the date of such notice.
(c) If a petition in bankruptcy is filed by either Owner or Management Company, or if either shall make as assignment for the benefit of creditors or take advantage of any insolvency act, either party may terminate this Agreement by written notice to the other party delivered within thirty (30) days after knowledge of such event. In such event, this Agreement shall terminate on the date that is thirty (30) days after the date of such notice.
(d) Either party may terminate this Agreement without cause upon sixty (60) days’ prior written notice to the other party.
(e) The date of termination set forth in any of the above-described notices shall be referred to herein as the “Termination Date”.
(f) Except as described below, the parties’ rights and obligations shall terminate as of the Termination Date. Each party shall remain responsible for all obligations relating to the period of time through and including the Termination Date. After the Termination Date, Management Company shall not act for Owner or draw checks on the Project Account. Within thirty (30) days after the Termination Date, Management Company shall (i) deliver to Owner the Statements (defined above in Section 3 for the time period ending on the Termination Date and commencing immediately after the last day of the most recent previous Statement, and
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.
