Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (w) (1) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); and (2) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (5) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect thereto; (x) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (x)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied. (b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c); and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (5) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; provided, however that Company is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfied.
Appears in 2 contracts
Samples: Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.)
Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (w) (1x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections Section 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p)9.2(b) impossible; and (2y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect theretobreach; (xii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the Company Stockholder Written Consent DLQ Parent Approval Deadline if the Company DLQ Parent has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company DLQ Parent Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (x)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however however, that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c9.3(b) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or reasonably would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), ) or Section 9.3(b) or Section 9.3(c)impossible; and (iiy) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however however, that neither the Company nor DLQ Parent is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Sections Section 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, Section 9.2(b) from being satisfied.
Appears in 2 contracts
Samples: Merger Agreement (Logiq, Inc.), Merger Agreement (Abri SPAC I, Inc.)
Termination Upon Default. (a) Parent The Acquiror may terminate this Agreement by giving notice to XXX, X0X and Fintech on or prior to the CompanyClosing Date, without prejudice to any rights or obligations Parent or Merger Sub the Acquiror may have: , if (i) at any time prior to the Closing has not occurred by the Outside Closing Date if and the failure of the Closing to occur by then is caused by any of the Group Parties, (wii) there is any Legal Restraint restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement which cannot be, as reasonably believed by the Acquiror, resolved within ninety (190) days of the Company date of such Legal Restraint, or (iii) any of the Group Parties shall have materially breached any representation, warranty, agreement or covenant contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected Date such that the condition to render unsatisfied any of the conditions closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(mSection 9.2 would not satisfied (treating such time as if it were the Closing Date) or 9.2(p); and (2) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and five within thirty (530) days following receipt by the Company Group Parties of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect thereto; (x) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (x)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfiedbreach.
(b) The Company XXX, X0X and/or Fintech may terminate this Agreement by giving notice to Parentthe Acquiror, without prejudice to any rights or obligations the Company terminating parties may have, if: (i) Parent if the Acquiror or the Merger Subs shall have materially breached any of its their covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected Date such that the condition to render unsatisfied any of the conditions closing set forth in Section 9.3(a), Section 9.3(b9.3 would not satisfied (treating such time as if it were the Closing Date) or Section 9.3(c); and (ii) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent the Acquiror of a written notice from the Company describing in reasonable detail the nature of such breach; provided, however that Company is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfied.
Appears in 2 contracts
Samples: Business Combination Agreement (AGBA Group Holding Ltd.), Business Combination Agreement (AGBA Acquisition LTD)
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (w) (1x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections Section 9.2(a), ) 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p)9.2(c) impossible; and (2y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach andof any of its representations, at the option of Parentwarranties, reasonably documented Parent Transactions Expenses with respect theretocovenants or agreements contained in this Agreement; or (xii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (xii)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or reasonably would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b9.2(a) 9.2(b) or Section 9.3(c)9.2(c) impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; , provided, however however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement so as by giving written notice to prevent the conditions Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to Closing set forth the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in Sections 9.2(a)principle, 9.2(b)memorandum of understanding, 9.2(c)business combination agreement or any other similar agreement with respect to a Company Superior Proposal, 9.2(g)provided, 9.2(j)however, 9.2(l)that the Company is not then in material breach of any of its representations, 9.2(m) warranties, covenants or 9.2, from being satisfiedagreements contained in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Aerkomm Inc.), Merger Agreement (IX Acquisition Corp.)
Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent or Merger Sub may have, if: (i) at any time prior to the Closing Date if (w) (1x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); Section 10.2 impossible and (2y) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at breach; or (ii) evidence that the option of Parent, reasonably documented Company Stockholder Written Consent was obtained is not delivered to Parent Transactions Expenses with respect thereto; (x) at any time after by the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, provided that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right not be permitted to terminate this Agreement under this clause Section 13.2(a)(ii) at any time (x)); A) prior to the Company Stockholder Written Consent Deadline or (yB) the Company shall have taken or omitted after such evidence has been delivered to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(aParent), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c)10.3 impossible; and (ii) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; provided, however that Company is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfied.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (w) (1) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); and (2) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (5) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect thereto; (x) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (x)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c); and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (5) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; provided, however that Company is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.29.2(p), from being satisfied.
Appears in 1 contract
Samples: Merger Agreement (Revelstone Capital Acquisition Corp.)
Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (w) (1x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections Section 9.2(a), Section 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p)Section 9.2(c) impossible; and (2y) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect theretobreach; or (xii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (xii)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c)) impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breachbreach ; provided, however that Company is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Sections Section 9.2(a), Section 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, Section 9.2(c) from being satisfied.
(c) Parent may terminate this Agreement by giving notice to the Company, without liability to the Company for breach of its obligations set forth in Section 8.8 or prejudice to any rights or obligations Parent or Merger Sub may have, if the Company, Parent and their respective Affiliates, as applicable, have not by the end of the Assurance Arrangement Negotiation Period executed and delivered pursuant to Section 8.8 each of the Assurance Agreement and the Assurance Escrow Agreement; provided, that the termination notice contemplated by this Section 10.2(c) shall be delivered by Parent no later than the date that is five (5) days following the expiration of the Assurance Arrangement Negotiation Period and if such notice is not delivered prior to such date, the termination right of Parent set forth in this clause (c) shall immediately terminate and be of no further force or effect.
Appears in 1 contract
Samples: Merger Agreement (Abri SPAC I, Inc.)
Termination Upon Default. (a) Parent The Purchaser Parties may terminate this Agreement by giving notice to the CompanyCompany Group on or prior to the Closing Date, without prejudice to any rights or obligations Parent or Merger Sub the Purchaser Parties may have: (i) at any time prior to the Closing Date , if (w) (1) the Company Group shall have materially breached any representationof its representations, warrantywarranties, agreement agreements or covenant covenants contained herein or in any Additional Agreement to be performed on or prior to the Closing DateDate or this Agreement, which has rendered unsatisfied the Plan of Acquisition Merger or would reasonably the transactions contemplated hereby fail to be expected to render unsatisfied any authorized or approved by the shareholders of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); Company and (2) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and five within fifteen (515) days following receipt by the Company Group of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option breach. For avoidance of Parent, reasonably documented Parent Transactions Expenses with respect thereto; (x) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (x)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect doubt and notwithstanding anything herein to the Company; providedcontrary, however that no Parent Party is then in any breach of Sections 8.5, 8.6, 8.7 and 9.7 shall constitute a material breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfiedAgreement.
(b) The Company may terminate this Agreement by giving notice to Parentany Purchaser Party, without prejudice to any rights or obligations the Company Group may have, if: (i) Parent if any Purchaser Party shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c); Date and (ii) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and five within fifteen (515) days following receipt by Parent such Purchaser Party(s) of a written notice from the Company describing in reasonable detail the nature of such breach.
(c) In the event that this Agreement is terminated pursuant to Section 13.2 hereof , the breaching party shall be obligated to pay the non-breaching party a break-up fee of US$2,000,000 (the “Break-up Fee”), promptly after termination of this Agreement by the non-breaching party. The Company and the Purchaser Parties acknowledge and agree that (i) the Break-up Fee is a fair and reasonable estimate of the actual damages suffered by the non-breaching party, which amount would otherwise be impossible to calculate with precision, (ii) the Break-up Fee constitutes liquidated damages hereunder and is not intended to be a penalty, and (iii) the Break-up Fee shall be the sole and exclusive aggregate remedy available to all the non-breaching parties and their Affiliates against the breaching party and its Affiliates hereunder; provided, however however, that Company is not then in breach of this Agreement so as to prevent the conditions to Closing limitations set forth in Sections 9.2(a)this Section 13.2(c)(iii) shall not apply to the liabilities arising from any Fraud Claim against the breaching party. For the avoidance of doubt, 9.2(b)in the event of the force majeure such as the SEC holds the clearance of the Registration Statement for more than six months from the filing of such Registration Statement or the SEC’s proposed rules amendment on Special Purpose Acquisition Companies dated March 30, 9.2(c)2022 (Release No., 9.2(g)33-11048; IC-34549) becomes effective, 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfiedthis clause shall not apply.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (w) (1) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateClosing, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections Section 9.2(a), 9.2(b), ) through 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(pimpossible (a “Terminating Company Breach”); and (2) except that, if such breach cannot be cured or Terminating Company Breach is not cured curable by the earlier Company, then, for a period of the Outside Closing Date and five up to thirty (530) days following after receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach, but only as long as the Company continues to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period, provided, however, that Parent is not then in material breach andof any of its representations, at the option of Parentwarranties, reasonably documented Parent Transactions Expenses with respect theretocovenants or agreements contained in this Agreement; or (xii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received delivered the Company Stockholder Approval to Parent (provided, that upon the Company receiving delivering the Company Stockholder ApprovalApproval to Parent, Parent shall no longer have any right to terminate this Agreement under this clause (xii)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) if at any time prior to the Closing, Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing DateClosing, which has rendered unsatisfied or reasonably would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section through 9.3(c) impossible (a “Terminating Parent Breach”); and except that, if such Terminating Parent Breach is curable by Parent, then, for a period of up to thirty (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (530) days following after receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; , but only as long as Parent continues to use its reasonable best efforts to cure such Terminating Parent Breach (the “Parent Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Parent Breach is not cured within the Parent Cure Period, provided, however however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement so as by giving written notice to prevent the conditions Company, without prejudice to Closing set forth in Sections 9.2(a)any rights or obligations Parent or Merger Sub may have, 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfiedif the Company Support Agreement is not executed and delivered by the Company and the Company Stockholders listed on Schedule I within 24 hours following the execution of this Agreement.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (w) (1x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections Section 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p)9.2(b) impossible; and (2y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect theretobreach; (xii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable or is not cured within thirty (30) days following the date such Effect initially happened; or (iii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (xiii)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or reasonably would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section ) or 9.3(b) or Section 9.3(c)impossible; and (iiy) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; providedor (ii) there shall have been any Effect in respect of Parent, however that Company is not then in breach individually, or together with any other Effect since the date of this Agreement so as Agreement, has had or would reasonably be expected to prevent the conditions to Closing set forth have a Material Adverse Effect in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfiedrespect of Parent which is uncurable and continuing.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement at any time prior to Closing by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may haveCompany if: (i) at any time prior to the Closing Date if (w) (1i)(A) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections Section 9.2(a), Section 9.2(b), Section 9.2(c), 9.2(g), 9.2(j), Section 9.2(l), or Section 9.2(m) or 9.2(p); impossible and (2B) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and five (51) 30 days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at or (2) the option of Parent, reasonably documented Parent Transactions Expenses with respect theretoOutside Termination Date; (xii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (xii)); or (yiii) the Company shall have taken or omitted has failed to take any action comply with its covenants under Section 7.5 in the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Companytime period required by such provision; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement at any time prior to Closing by giving notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent or Merger sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c); ) impossible, and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (5i) 30 days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breachbreach or (ii) the Outside Termination Date; provided, however that Company is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Sections Section 9.2(a), Section 9.2(b), Section 9.2(c), 9.2(g), 9.2(j), Section 9.2(l), 9.2(mor Section 9.2(l) or 9.2, from being satisfied.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written (email shall suffice) notice to the CompanyAlps Holdco, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (wx) (1) the Company Alps Holdco, Pubco or Merger Sub shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(mSection 10.2(a) or 9.2(p)10.2(c) impossible; and (2y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company Alps Holdco of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect theretobreach; (xii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Alps Holdco Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Alps Holdco Group as a whole which is uncurable or is not cured within thirty (30) days following the date such Effect initially happened; or (iii) at any time after the Company Stockholder Alps Holdco Shareholder Written Consent Deadline if the Company Alps Holdco has not previously received the Company Stockholder Alps Holdco Shareholder Approval (provided, that upon the Company Alps Holdco receiving the Company Stockholder Alps Holdco Shareholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (xiii)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company Alps Holdco may terminate this Agreement by giving written (email shall suffice) notice to Parent, without prejudice to any rights or obligations the Company Alps Holdco may have, at any time prior to the Closing Date, if: (i) (x) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or reasonably would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b10.3(a) or Section 9.3(c)10.3(b) impossible; and (iiy) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent of a written notice from the Company Alps Holdco describing in reasonable detail the nature of such breach; providedor (ii) there shall have been any Effect in respect of Parent, however that Company is not then in breach individually, or together with any other Effect since the date of this Agreement so as Agreement, has had or would reasonably be expected to prevent the conditions to Closing set forth have a Material Adverse Effect in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfiedrespect of Parent which is uncurable and continuing.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (w) (1x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections Section 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p)9.2(b) impossible; and (2y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect theretobreach; (xii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable or is not cured within thirty (30) days following the date such Effect initially happened; or (iii) at any time after the Company Stockholder Shareholder Written Consent Deadline if the Company has not previously received the Company Stockholder Shareholder Approval (provided, that upon the Company receiving the Company Stockholder Shareholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (xiii)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or reasonably would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section ) or 9.3(b) or Section 9.3(c)impossible; and (iiy) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; providedor (ii) there shall have been any Effect in respect of Parent, however that Company is not then in breach individually, or together with any other Effect since the date of this Agreement so as Agreement, has had or would reasonably be expected to prevent the conditions to Closing set forth have a Material Adverse Effect in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfiedrespect of Parent which is uncurable and continuing.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent or Merger Sub may have, if: (i) at any time prior to the Closing Date if (w) (1x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of such that the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); Section 9.2 would not be satisfied and (2y) such breach cannot be cured or cured, the Company is not promptly using reasonable best efforts to cure such breach or such breach is not be cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at breach; or (ii) evidence that the option of Parent, reasonably documented Company Stockholder Written Consent was obtained is not delivered to Parent Transactions Expenses with respect thereto; (x) at any time after by the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, provided that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right not be permitted to terminate this Agreement under this clause Section 10.2(a)(ii) at any time (x)); A) prior to the Company Stockholder Written Consent Deadline or (yB) the Company shall have taken or omitted after such evidence has been delivered to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(aParent), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of such that the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c)9.3 would not be satisfied; and (ii) such breach cannot be cured or cured, Parent is not promptly using reasonable best efforts to cure such breach or such breach is not be cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; provided, however that Company is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfied.
Appears in 1 contract
Samples: Merger Agreement (Pine Technology Acquisition Corp.)
Termination Upon Default. (a) Parent If either Transporter or Shipper should default in the performance of any material obligation imposed hereunder, the other party may terminate this entire Agreement by giving written notice to the Companydefaulting party of such election. The defaulting party shall have one hundred twenty (120) days after receipt of such notice in which to remedy such default or to indemnify the other party to the other party's reasonable satisfaction in which event this Agreement shall continue in force and effect. In the event Shipper defaults in the performance or any material obligation and if such remedy or indemnity is not timely made, without prejudice to any rights or obligations Parent or Merger Sub may have: this Agreement shall, at the end of said one hundred twenty (120) day period, become null and void except for (i) at any time prior Shipper's payment obligation for transportation services theretofore received by Shipper, including all accrued monthly minimum payments (sse Section 9(a) of Part II), (ii) Shipper's right to assign this Agreement to Xxxxxxxx as specified in Section 15 of Part I, and (iii) Shipper's continuing obligation to pay the Demand Fee, to the Closing Date extent required in Section 13 of Part I. In the event Transporter defaults in the performance of any material obligation and if (w) (1) the Company shall have breached any representation, warranty, agreement such remedy or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); and (2) such breach cannot be cured or indemnity is not cured by the earlier of the Outside Closing Date and five (5) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach andtimely made, this Agreement shall, at the option end of Parentsaid one hundred twenty (120) day period, reasonably documented Parent Transactions Expenses with respect thereto; (x) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (x)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, if: become null and void except for (i) Parent shall have breached any Shipper's payment obligation for transportation services theretofore received by Shipper, including all accrued monthly minimum payments (see Section 9(a) of its covenantsPart II) and Shipper's obligation to pay the Demand Fee, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth extent required in Section 9.3(a)13 of Part I, Section 9.3(b) except to the extent any such payment obligations may be offset by the amount of damages caused to Shipper by Transporter's default, or Section 9.3(c); and the amounts of claims brought against Shipper as a result of Transporter's default, including, but not limited to, claims brought by Xxxxxxxx pursuant to the Carbon Dioxide Sale Contract, (ii) such breach cannot be cured Shipper's receipt of transportation previously paid for, or is not cured by the earlier of the Outside Closing Date and five (5) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature refund of such breach; providedprepaid amounts, however that Company is and (iii) Shipper's right to assign this Agreement to Xxxxxxxx as specified in Section 15 of Part I. Any such termination shall be without waiver of any remedy to which the party not then in breach default may be entitled for violation of this Agreement so as to prevent the conditions to Closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfiedAgreement.
Appears in 1 contract
Samples: Transportation Agreement (Kinder Morgan Energy Partners L P)
Termination Upon Default. (a) Parent Either party may terminate this ------------------------ Agreement immediately upon the occurrence of an event of default by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (other party. The following shall constitute events of default under this Agreement:
i) at any time prior to the Closing Date if (w) (1) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateBreach by either party of its obligations under this Agreement, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); and (2) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and five remedied within thirty (530) days following after receipt by the Company breaching party of written notice thereof from the other party; provided however, if such breach is as a result of software errors or malfunctions, the cure period shall be sixty (60) days from receipt of written notice and SEAVISION shall provide RCCL with a written notice from Parent describing in reasonable detail the nature of plan and timetable to remedy such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect thereto; software problem within fifteen (x) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (x)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c); and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (515) days following of receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; providedor
ii) The making by either party of any statement, however that Company is not then representation or warranty in breach of this Agreement so or in any document furnished or to be furnished to the other party in connection herewith which shall prove to be knowingly or recklessly untrue or incorrect in any material respect, when made; or
iii) Either party (A) applying for or consenting to the appointment of a receiver, trustee or liquidator of all or a substantial part of its assets; (B) being unable or failing to pay or admitting in writing its inability or failure to pay its debts as they mature; (C) making a general assignment for the benefit of creditors; (D) being adjudicated a bankrupt or insolvent or being dissolved; (E) filing a petition in bankruptcy or for reorganization or for an arrangement pursuant to prevent a bankruptcy act or any insolvency law; or (F) filing an answer admitting the conditions to Closing set forth material allegation of, or consenting to, or defaulting in Sections 9.2(a)answering a petition filed against it, 9.2(b)in any bankruptcy, 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) reorganization or 9.2, from being satisfiedinsolvency proceeding.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (w) (1) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateClosing, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections Section 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p9.2(b) impossible (a “Terminating Company Breach”); and (2) except that, if such breach cannot be cured or Terminating Company Breach is not cured curable by the earlier Company through the exercise of the Outside Closing Date and five its reasonable best efforts, then, for a period of up to thirty (530) days following after receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach andbreach, at but only as long as the option of ParentCompany continues to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), reasonably documented Parent Transactions Expenses with respect theretosuch termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period; or (xii) at any time after the Company Stockholder Shareholder Written Consent Deadline if the Company has not previously received delivered the Company Stockholder Shareholder Approval to Parent (provided, that upon the Company receiving delivering the Company Stockholder ApprovalShareholder Approval to Parent, Parent shall no longer have any right to terminate this Agreement under this clause (xii)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) if at any time prior to the Closing, Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing DateClosing, which has rendered unsatisfied or reasonably would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section ) or 9.3(b) or Section 9.3(cimpossible (a “Terminating Parent Breach”); and except that, if such Terminating Parent Breach is curable by Parent through the exercise of its reasonable best efforts, then, for a period of up to thirty (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (530) days following after receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, but only as long as Parent continues to use its reasonable best efforts to cure such Terminating Parent Breach (the “Parent Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Parent Breach is not cured within the Parent Cure Period.
(c) This Agreement may be terminated by the Company in the event that the Non-Redemption Agreements are not entered into by Parent and the other parties thereto by the Non-Redemption Agreement End Date; provided, however that any such termination by the Company is not then in breach pursuant to this Section 10.2(c) must occur within ten (10) Business Days of the failure by Parent to enter into the Non-Redemption Agreements by the Non-Redemption Agreement End Date; provided, further, that, if Parent enters into the Non-Redemption Agreements prior to the termination of this Agreement so as to prevent by the conditions to Closing set forth in Sections 9.2(aCompany under this Section 10.2(c), 9.2(bthe Company shall no longer have any right to terminate this Agreement under this Section 10.2(c), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfied.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent or Merger Sub may have, if: (i) at any time prior to the Closing Date if (w) (1x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); Section 9.2 impossible and (2y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect theretobreach; (xii) at any time after evidence that the Company Stockholder Written Consent was obtained is not delivered to Parent by the Company Stockholder Written Consent Deadline if in accordance with Section 7.2(a); or (iii) the Company has not previously received delivered to Parent the Company Stockholder Approval PCAOB Financial Statements by May 31, 2024; (providediv) the PCAOB Financial Statements reflect a material deterioration in the Company’s financial condition as compared to the Financial Statements, that upon in the Company receiving reasonable discretion of Parent, (v) Parent, in its sole discretion, is not satisfied with the Company Stockholder Approvalresults of its due diligence investigation of the Company, Parent shall no longer have any right to terminate this Agreement under this clause (x)); or (yvi) Parent is unable, without unreasonable effort, expense, or delay, to obtain the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfiedFairness Opinion.
(b) The Company may terminate this Agreement by giving written notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c)9.3 impossible; and (ii) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; provided.
(c) At any time prior to obtaining Parent Stockholder Approval, however that Company is not then in breach of Parent may terminate this Agreement so as by giving written notice to prevent the conditions Company in order for Parent to Closing set forth in Sections 9.2(aenter into a definitive agreement with respect to a Superior Proposal, provided that Parent has otherwise complied with its obligations under Section 6.2(b), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfied.
Appears in 1 contract
Samples: Business Combination Agreement (Altitude Acquisition Corp.)
Termination Upon Default. (a) Parent may terminate this Agreement at any time prior to Closing by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may haveCompany if: (i) at any time prior to the Closing Date if (w) (1i)(A) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections Section 9.2(a), Section 9.2(b), Section 9.2(c), 9.2(g), 9.2(j), Section 9.2(l), or Section 9.2(m) or 9.2(p); impossible and (2B) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and five (51) 30 days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at or (2) the option of Parent, reasonably documented Parent Transactions Expenses with respect theretoOutside Termination Date; (xii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (xii)); or (yiii) the Company shall have taken or omitted has failed to take any action comply with its covenants under Section 7.5 in the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Companytime period required by such provision; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement at any time prior to Closing by giving notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent or Merger sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c); ) impossible, and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (5i) 30 days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breachbreach or (ii) the Outside Termination Date; provided, however that Company is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Sections Section 9.2(a), Section 9.2(b), Section 9.2(c), 9.2(g), 9.2(j), Section 9.2(l), or Section 9.2(m) or 9.2, from being satisfied.
Appears in 1 contract
Samples: Merger Agreement (NaturalShrimp Inc)
Termination Upon Default. (a) Parent may terminate this Agreement at any time prior to Closing by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may haveCompany if: (i) at any time prior to the Closing Date if (w) (1i)(A) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections Section 9.2(a), Section 9.2(b), Section 9.2(c), 9.2(gSection 9.2(d), 9.2(j), Section 9.2(l), ) or Section 9.2(m) or 9.2(p); impossible and (2B) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and five (51) 30 days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at or (2) the option of Parent, reasonably documented Parent Transactions Expenses with respect theretoOutside Termination Date; or (xii) at any time after the Company G3 Stockholder Written Consent Deadline if the Company has not previously received the Company G3 Stockholder Approval (provided, that upon the Company receiving the Company G3 Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (xii)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.3(c9.3(d) from being satisfied.
(b) The Company may terminate this Agreement at any time prior to Closing by giving notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.3(c); 9.3(d) impossible, and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (5i) 30 days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breachbreach or (ii) the Outside Termination Date; provided, however that the Company is not then in breach of this Agreement so as to prevent the conditions to the Closing set forth in Sections Section 9.2(a), Section 9.2(b), Section 9.2(c), 9.2(gSection 9.2(d), 9.2(j), Section 9.2(l), ) or Section 9.2(m) or 9.2, from being satisfied.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (w) (1) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateClosing, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections Section 9.2(a), 9.2(b), ) through 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(pimpossible (a “Terminating Company Breach”); and (2) except that, if such breach cannot be cured or Terminating Company Breach is not cured curable by the earlier Company through the exercise of the Outside Closing Date and five its reasonable best efforts, then, for a period of up to thirty (530) days following after receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach andbreach, at but only as long as the option of ParentCompany continues to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), reasonably documented Parent Transactions Expenses with respect theretosuch termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period; or (xii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received delivered the Company Stockholder Approval to Parent (provided, that upon the Company receiving delivering the Company Stockholder ApprovalApproval to Parent, Parent shall no longer have any right to terminate this Agreement under this clause (xii)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) if at any time prior to the Closing, Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing DateClosing, which has rendered unsatisfied or reasonably would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section ) or 9.3(b) or Section 9.3(cimpossible (a “Terminating Parent Breach”); and except that, if such Terminating Parent Breach is curable by Parent through the exercise of its reasonable best efforts, then, for a period of up to thirty (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (530) days following after receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; provided, however that Company but only as long as Parent continues to use its reasonable best efforts to cure such Terminating Parent Breach (the “Parent Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Parent Breach is not then in breach of this Agreement so as to prevent cured within the conditions to Closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfiedParent Cure Period.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: , (iA) at any time prior to the Closing Date if Date, if: (w) (1i) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any the satisfaction of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); and (2) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (5) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect thereto; (x) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (x)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Section 9.3(a), Section 9.3(b9.2(a) or Section 9.3(c)9.2(b) impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or (B) at any time after the Company Shareholder Approval Deadline if the Company has not previously received the Company Shareholder Approval (provided, that upon the Company receiving the Company Shareholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (B)).
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) or 9.3(b) impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; provided, however however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement so as to prevent the conditions to Closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfiedAgreement.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations any Parent or Merger Sub Party may have: (i) at any time prior to the Closing Date if (w) (1) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(mSection 10.2(a) or 9.2(p); 10.2(b) incapable of being satisfied and (2) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect theretobreach; or (xii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (providedprovided that, that upon the Company receiving Company’s receipt of the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (xii)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or reasonably would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b10.3(a) or Section 9.3(c); 10.3(b) incapable of being satisfied and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; provided, however that Company is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfied.
Appears in 1 contract
Samples: Merger Agreement (Health Sciences Acquisitions Corp 2)
Termination Upon Default. (a) Parent The Purchaser may terminate this Agreement on or prior to the Closing Date by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub the Purchaser may have: (i) at any time prior to the Closing Date , if (w) (1) the Company or the Stockholders shall have materially breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any result in a failure of the conditions a condition set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(mSection 10.2(a) or 9.2(p); Section 10.2(b) to be satisfied and (2) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company or the Stockholders’ Representative, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect theretobreach; (x) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon however, that, the Company receiving Purchaser shall not have the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under pursuant to this clause (x)); or (ySection 12.2(a) if the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party Purchaser is then in material breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a)any representation, Section 9.3(b) warranty, agreement or Section 9.3(c) from being satisfiedcovenant hereunder.
(b) The Company may terminate this Agreement on or prior to the Closing Date by giving written notice to Parentthe Purchaser, without prejudice to any rights or obligations the Company may have, if: (i) Parent if the Purchaser shall have materially breached any of its covenantsrepresentation, agreementswarranty, representations, and warranties agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any result in a failure of the conditions a condition set forth in Section 9.3(a), Section 9.3(b10.3(a) or Section 9.3(c); to be satisfied and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent the Purchaser of a written notice from the Company describing in reasonable detail the nature of such breach; provided, however that however, that, the Company shall not have the right to terminate this Agreement pursuant to this Section 12.2(b) if the Company is not then in material breach of this Agreement so as to prevent the conditions to Closing set forth in Sections 9.2(a)any representation, 9.2(b)warranty, 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) agreement or 9.2, from being satisfiedcovenant hereunder.
Appears in 1 contract
Samples: Share Exchange Agreement (Health Sciences Acquisitions Corp)
Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (w) (1) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections Section 9.2(a), Section 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); Section 9.2(c) impossible and (2) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect theretobreach; (xii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (xii)); (iii) the SEC determines that Parent is precluded from closing the transactions contemplated pursuant to this Agreement under the terms of the Prospectus and such determination cannot be cured within forty-five (45) days by Parent and/or the Company using best commercial efforts; or (yiv) if the Company shall have taken fails to cooperate with Parent to address and resolve any SEC comments to Parent’s filings with the SEC that relate exclusively to the Company or omitted matters for which the Company is exclusively responsible and thereafter any such comment is not resolved by Parent and/or the Company to take any action the taking or omission of which is the cause satisfaction of the occurrence on or after SEC within sixty (60) days of the date hereof receipt of a Material Adverse Effect with respect to the Companysuch comment; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c)) impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breachbreach ; provided, however that Company is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Sections Section 9.2(a), Section 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, Section 9.2(c) from being satisfied.
Appears in 1 contract
Termination Upon Default. (a) Parent Either party may terminate this ------------------------ Agreement immediately upon the occurrence of an event of default by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (other party. The following shall constitute events of default under this Agreement:
i) at any time prior to the Closing Date if (w) (1) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateBreach by either party of its obligations under this Agreement, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); and (2) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and five remedied within thirty (530) days following after receipt by the Company breaching party of written notice thereof from the other party; provided however, if such breach is as a result of software errors or malfunctions, the cure period shall be [Redacted - confidential treatment requested] from receipt of written notice and SEAVISION shall provide RCCL with a written notice from Parent describing in reasonable detail the nature of plan and timetable to remedy such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect thereto; software problem within fifteen (x) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (x)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c); and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (515) days following of receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; providedor
ii) The making by either party of any statement, however that Company is not then representation or warranty in breach of this Agreement so or in any document furnished or to be furnished to the other party in connection herewith which shall prove to be knowingly or recklessly untrue or incorrect in any material respect, when made; or
iii) Either party (A) applying for or consenting to the appointment of a receiver, trustee or liquidator of all or a substantial part of its assets; (B) being unable or failing to pay or admitting in writing its inability or failure to pay its debts as they mature; (C) making a general assignment for the benefit of creditors; (D) being adjudicated a bankrupt or insolvent or being dissolved; (E) filing a petition in bankruptcy or for reorganization or for an arrangement pursuant to prevent a bankruptcy act or any insolvency law; or (F) filing an answer admitting the conditions to Closing set forth material allegation of, or consenting to, or defaulting in Sections 9.2(a)answering a petition filed against it, 9.2(b)in any bankruptcy, 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) reorganization or 9.2, from being satisfiedinsolvency proceeding.
Appears in 1 contract
Termination Upon Default. (ai) Parent If either Party (the “Defaulting Party”) shall materially breach its obligations under this Agreement or any Project Addendum, then the other Party (the “Non-defaulting Party”) may give notice to the Defaulting Party in writing of any such material breach. The Defaulting Party shall have [*] days from the date of receipt of such notice within which to cure such breach. If such material breach has not been cured by the expiration of such [*] day period, then the Non-defaulting Party may terminate this Agreement by giving or the applicable Project Addendum immediately upon written notice to the CompanyDefaulting Party; provided that if the breach relates only to a particular Project Addendum, without prejudice then the Non-defaulting Party may only terminate the applicable Project Addendum, not the Agreement as a whole, unless the Non-defaulting Party [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to any rights or obligations Parent or Merger Sub may have: (i) Rule 24b-2 of the Securities Exchange Act of 1934, as amended. has already terminated at any time prior to least [*] Project Addendums previously because of an uncured material breach by the Closing Date if (w) (1) Defaulting Party, in which case the Company Non-defaulting Party shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); and (2) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (5) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect thereto; (x) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement as a whole (including all other Project Addendums). Such written notice shall state the effective date of termination, which may be immediate; provided that, if the Non-defaulting Party does not terminate this Agreement or such Project Addendum within [*] days following the failure of the Defaulting Party to cure such breach, the Non-defaulting Party shall be deemed to have waived the right to terminate this Agreement or such Project Addendum on account of such breach for purposes of this Section 4.3(a). For clarity, such waiver shall not affect any other remedies available to Non-defaulting Party for such breach, including without limitation the right to seek damages.
(ii) If Scynexis terminates a particular Project Addendum under this clause Section 4.3(a)(i), [*].
(xiii) If Company terminates a particular Project Addendum under Section 4.3(a)(i)); or (y, the applicable Minimum Quarter Commitment Amount shall be remain unchanged, and Scynexis may propose additional Project Addendum(s) to replace the terminated Project Addendum, and Company shall accept such Project Addendum to the extent required by Section 3.6. For such terminated Project Addendum, Scynexis shall compensate Company for the portion of the Services performed with respect to any terminated Project Addendum, including any non-cancellable third party commitments, and the amount of such payment to the Company shall have taken or omitted be credited against the applicable Minimum Quarter Commitment Amount in accordance with Section 4.5. For clarity, Scynexis shall not be obligated to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however pay for Services that no Parent Party is then in breach has not been performed for such terminated Project Addendum.
(iv) Termination of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights Project Addendum shall not affect any right or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior remedy available to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of Non-defaulting Party for the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c); and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (5) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such Defaulting Party’s breach; provided, however that Company is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfied.
Appears in 1 contract
Termination Upon Default. (ai) Parent If Seller shall have made any intentionally and materially incorrect or intentionally and materially inaccurate statement in any of the representations and warranties of Seller set forth in §3(a), §3(b), §3(d)(i), §3(d)(ii), §3(d)(iii), §3(g), §3(h), §3(i) and §3(q), or Seller shall have failed to perform and comply with all of its covenants hereunder in any material respects, on, before, or through the Closing, Buyer may terminate this Agreement by giving written notice to Seller and Seller shall pay to Buyer as allowed administrative expense claims pursuant to §503 of the CompanyBankruptcy Code Buyer’s actual out-of-pocket expenses (including without limitation, without prejudice reasonable attorneys’ fees and expenses) incurred in connection with this Agreement from and after the date that the bidding procedures set forth in the Plan of Reorganization are sent to prospective bidders up to $500,000 , and the Deposit plus any rights accrued interest thereon will be returned to Buyer. It is agreed that Buyer has no adequate remedy at law for breach of this Agreement by Seller, and Buyer may pursue any and all remedies, at law or obligations Parent or Merger Sub may have: in equity, for such breach, including specific performance and injunction.
(iii) at any time prior to the Closing Date if If either (wx) (1) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m§7(b)(iii) or 9.2(p); and (2iv) such breach canare not be cured met on or is not cured by before the earlier of the Outside Closing Date and five (5) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect thereto; (x) at any time after the Company Stockholder Written Consent Deadline if the Company Seller has not previously received the Company Stockholder Approval (providedwaived such breach, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (x)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the all conditions to Closing set forth in Section 9.3(a)§7(a) have been met and the Closing Date fails to occur due to Buyer’s failure to close, Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company then Seller may terminate this Agreement by giving notice to Parent, without prejudice Buyer and the Deposit shall be paid to Seller as liquidated damages and settlement in full of any rights or obligations claims Seller may have against Buyer hereunder. Both parties agree that the Company may have, if: (i) Parent damages that would be caused to Seller upon such a breach by a Buyer would be uncertain and very difficult to ascertain. Buyer and Seller have therefore negotiated and agreed that the Deposit shall have breached any serve as an amount of its covenants, agreements, representationsliquidated damages, and warranties contained herein to be performed on or prior they agree that the amount of the Deposit is reasonable and not greatly disproportionate to the Closing Dateloss that might be caused by such a situation Buyer and Seller agree, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any each with the advice of counsel, that the amount of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c); Deposit is enforceable liquidated damages and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (5) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; provided, however that Company is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfiedan unenforceable penalty.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (w) (1x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections Section 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p)9.2(b) impossible; and (2y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach, provided, however, that Parent is not then in material breach andof any of its representations, at the option of Parentwarranties, reasonably documented Parent Transactions Expenses with respect theretocovenants or agreements contained in this Agreement; or (xii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (xii)); . For the avoidance of doubt, Parent shall also have the right to terminate this Agreement pursuant to this Section 10.2(a) if (A) the conditions set forth in Sections 9.1 and 9.3 have been satisfied on or prior to the date of such termination (yother than those conditions that, by their nature, cannot be satisfied until the Closing Date, but, which conditions would be satisfied if the Closing Date were the date of such termination), (B) Parent and Merger Sub are willing, ready and able to effect the Closing, and (C) the Company shall have taken or omitted fails to take any action effect the taking or omission Closing within two (2) Business Days following the written request of which is Parent to proceed with the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfiedClosing.
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or reasonably would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section ) or 9.3(b) or Section 9.3(c)impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; , provided, however however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. For the avoidance of doubt, the Company shall also have the right to terminate this Agreement so as pursuant to prevent this Section 10.2(b) if (A) the conditions to Closing set forth in Sections 9.2(a9.1 and 9.2 have been satisfied on or prior to the date of such termination (other than those conditions that, by their nature, cannot be satisfied until the Closing Date, but, which conditions would be satisfied if the Closing Date were the date of such termination), 9.2(b)(B) the Company is willing, 9.2(c)ready and able to effect the Closing, 9.2(g), 9.2(j), 9.2(l), 9.2(mand (C) or 9.2, from being satisfiedParent and Merger Sub fail to effect the Closing within two (2) Business Days following the written request of the Company to proceed with the Closing.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement at any time prior to Closing by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may haveCompany if: (i) at any time prior to the Closing Date if (w) (1i)(A) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections Section 9.2(a), Section 9.2(b), Section 9.2(c) Section 9.2(f), 9.2(g), Section 9.2(h) and Section 9.2(j), 9.2(l), 9.2(m) or 9.2(p); impossible and (2B) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and five (51) 30 days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses (or with respect theretoto the obligation to deliver financial statements pursuant to Section 9.2(j) five (5) days, or (2) the Outside Termination Date; or (xii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (xii)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) ), or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement at any time prior to Closing by giving notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent or Merger sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) ), or Section 9.3(c); ) impossible, and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five (5i) 30 days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breachbreach or (ii) the Outside Termination Date; provided, however that Company is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Sections Section 9.2(a), Section 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, Section 9.2(c) from being satisfied.
Appears in 1 contract
Termination Upon Default. (a) Parent Either party may terminate this ------------------------ Agreement immediately upon the occurrence of an event of default by giving notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (other party. The following shall constitute events of default under this Agreement:
i) at any time prior to the Closing Date if (w) (1) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateBreach by either party of its obligations under this Agreement, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); and (2) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and five remedied within thirty (530) days following after receipt by the Company breaching party of a written notice thereof from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect thereto; (x) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (x)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Companyother party; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a)however, Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c); and (ii) if such breach cannot is as a result of software errors or malfunctions, the cure period shall be cured or is not cured by the earlier [redacted-confidential treatment requested] from receipt of the Outside Closing Date written notice and five Seavision shall provide RCCL with a written plan and timetable to remedy such software problem within fifteen (515) days following of receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; providedor
ii) The making by either party of any statement, however that Company is not then representation or warranty in breach of this Agreement so or in any document furnished or to be furnished to the other party in connection herewith which shall prove to be knowingly or recklessly untrue or incorrect in any material respect, when made; or
iii) Either party (A) applying for or consenting to the appointment of a receiver, trustee or liquidator of all or a substantial part of its assets; (B) being unable or failing to pay or admitting in writing its inability or failure to pay its debts as they mature; (C) making a general assignment for the benefit of creditors; (D) being adjudicated a bankrupt or insolvent or being dissolved; (E) filing a petition in bankruptcy or for reorganization or for an arrangement pursuant to prevent a bankruptcy act or any insolvency law; or (F) filing an answer admitting the conditions to Closing set forth material allegation of, or consenting to, or defaulting in Sections 9.2(a)answering a petition filed against it, 9.2(b)in any bankruptcy, 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) reorganization or 9.2, from being satisfiedinsolvency proceeding.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent Parent, Merger Sub or Merger Sub II may have, if: (i) at any time prior to the Closing Date if (w) (1x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); Section 9.2 impossible and (2y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect theretobreach; (xii) at any time after evidence that the Company Stockholder Written Consent was obtained is not delivered to Parent by the Company Stockholder Written Consent Deadline if in accordance with Section 7.2(a); or (iii) the Company has not previously received delivered to Parent the Company Stockholder Approval (providedPCAOB Financial Statements by June 15, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (x))2023; or (yiv) the Company shall have taken or omitted to take any action PCAOB Financial Statements reflect a material deterioration in the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect Company’s financial condition as compared to the Company; providedFinancial Statements, however that no Parent Party is then in breach the reasonable discretion of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfiedParent.
(b) The Company may terminate this Agreement by giving written notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c)9.3 impossible; and (ii) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; provided, however that .
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company Stockholder Written Consent is not then in breach of obtained by the Company Stockholder Written Consent Deadline.
(d) At any time prior to obtaining Parent Stockholder Approval, Parent may terminate this Agreement so as by giving written notice to prevent the conditions Company in order for Parent to Closing set forth in Sections 9.2(aenter into a definitive agreement with respect to a Superior Proposal, provided that Parent has otherwise complied with its obligations under Section 6.2(b), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfied.
Appears in 1 contract
Samples: Business Combination Agreement (Altitude Acquisition Corp.)
Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent or Merger Sub may have, if: (i) at any time prior to the Closing Date if (w) (1x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); Section 10.2 impossible and (2y) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at breach; or (ii) evidence that the option of Parent, reasonably documented Company Stockholder Written Consent was obtained is not delivered to Parent Transactions Expenses with respect thereto; (x) at any time after by the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, provided that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right not be permitted to terminate this Agreement under this clause Section 13.2(a)(ii) at any time (x)); A) prior to the Company Stockholder Written Consent Deadline or (yB) the Company shall have taken or omitted after such evidence has been delivered to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(aParent), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c)10.3 impossible; and (ii) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; provided, however that Company is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfied.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent or Merger Sub may have, if: (i) at any time prior to the Closing Date if (w) (1x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); Section 9.2 impossible and (2y) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach and, at breach; or (ii) evidence that the option of Parent, reasonably documented Company Stockholder Written Consent was obtained and not delivered to Parent Transactions Expenses with respect thereto; (x) at any time after by the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, provided that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right not be permitted to terminate this Agreement under this clause Section 12.2(a)(ii) at any time (x)); A) prior to the Company Stockholder Written Consent Deadline or (yB) the Company shall have taken or omitted after such evidence has been delivered to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(aParent), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered unsatisfied or would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c)9.3 impossible; and (ii) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; provided, however that Company is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfied.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent Parent, Acquirer or Merger Sub may have: (i) at any time prior to the Closing Date if (w) (1x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p); and (2y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach, provided, however, that Parent is not then in material breach andof any of its representations, at the option of Parentwarranties, reasonably documented Parent Transactions Expenses with respect theretocovenants or agreements contained in this Agreement; (xii) at any time after the Company Stockholder Written Consent Shareholder Approval Deadline if the Company has not previously received the Company Stockholder Shareholder Approval (provided, that upon the Company receiving the Company Stockholder Shareholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (xii)); or (yiii) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; providedAcquisition Merger does not close before April 27, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied2025.
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or reasonably would reasonably be expected to render unsatisfied the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b10.3(a) or Section 9.3(c)10.3(b) impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and five thirty (530) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach; , provided, however however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement so as to prevent the conditions to Closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfiedAgreement.
Appears in 1 contract
