Walk-Away. Starting from Helicopter n° 11, and to the extent that helicopter prices have not been re-denominated in US Dollars according to Article 16 above, if the average of the daily fixing EUR/USD exchange rate published by the European Central Bank in the six (6) months preceding the date which is 19 months prior to the Delivery Date of each Helicopter, Option Helicopter or RFR Helicopter exceeds ***, the Parties agree to meet and further discuss the competitiveness of the EC225 in the new context. In such context if no agreement is met and as a last recourse the Buyer will have the right to terminate any Helicopter, Option Helicopter or RFR Helicopter in relation to which the aforementioned circumstances apply.
Walk-Away. In the event that the Closing has not occurred within four (4) months from the date hereof (or by such later time and date as the parties hereto may mutually agree upon in writing), this Agreement may be terminated by the Company or the Investors at their own election and discretion by issuing a written notice to the other Parties after which this Agreement shall be of no further force and effect with respect to the Parties to this Agreement (with the exception of this Section 2.4, Section 7.2 and Section 8) which shall remain in full force and effect).
Walk-Away. By WBC upon its written notice to Frontier promptly before, but in no event later than five (5) Business Days prior to, the commencement of the Meeting, in the event that the Frontier Average Share Price is less than $21.00 at any time during the Measurement Period; provided, however, that this Agreement may be terminated by WBC pursuant to this Section 8.1(G) only if, after receipt of written notice advising Frontier that the Board of Directors of WBC is prepared to terminate this Agreement, Frontier does not, at least one day prior to the Meeting, agree to increase the Total Stock Amount and/or the Total Cash Amount if and to the extent necessary based on the Frontier Average Share Price as of the Effective Time, and consummate the Corporate Merger in a manner that would yield Aggregate Merger Consideration, on a per-share basis using the Frontier Average Share Price measured as of the Effective Time, of not less than $19.41. For purposes of this Section 8.1(G), the “Measurement Period” means that ten (10) Business Day period ending on the sixth Business Day prior to the date on which the Meeting is scheduled to occur. If either party declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the Execution Date and the Determination Date, the prices for the Frontier Common Stock shall be appropriately adjusted for purposes of applying this Section 8.1(G).
Walk-Away. In the event that the Closing has not occurred within ninety (90) days from the date hereof (or by such later time and date as the parties hereto may mutually agree upon in writing), this Agreement may be terminated by the Company or the Investor at its own election and discretion by issuing a written notice to the other Parties after which this Agreement shall be of no further force and effect with respect to the Parties to this Agreement (with the exception of this Section 2.4, Section 7.2 and Section 8 (other than Section 8.16) which shall remain in full force and effect) and provided that the termination will not relieve any Party from any liability for any breach of this Agreement prior to such termination.
Walk-Away. In the event that the Closing has not occurred within six (6) months from the date hereof (or by such later time and date as the parties hereto may mutually agree upon in writing), this Agreement may be terminated by the Company or any Investor (in the case of termination by an Investor, with respect to the Series C-1 Preferred Shares and/or Warrants purchased by such Investor only) at its own election and discretion by issuing a written notice to the other Parties after which this Agreement shall be of no further force and effect with respect to the Parties to this Agreement (with the exception of this Section 2.5, Section 7.2 and Section 8) which shall remain in full force and effect).
Walk-Away. The SPONSOR shall provide to NCTCOG the principal plus a share of the increase in value as defined in Section 11.4. This unbanking action is initiated by the provision of a notice to NCTCOG by the SPONSOR of the decision to no longer participate in the LAND BANKING PROJECT.
Walk-Away. By Northwest upon its prompt written notice to Pacific prior to the Determination Date, in the event that either:
