Termination upon Expiration or Termination of Offer. by either Parent or the Company, upon written notice to the other party, if the Offer (as it may have been extended pursuant to Section 2.1(e)) expires as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement), without Merger Sub having accepted for payment any Company Common Stock tendered pursuant to the Offer; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(d) if the non-satisfaction of any Offer Condition or the termination or withdrawal of the Offer results from the failure of such party (or any Affiliate of such party) to perform any covenant or agreement required to be performed by such party (or any Affiliate of such party) at or prior to the Acceptance Time;
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Zynerba Pharmaceuticals, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.)
