Manner of Termination. The Party terminating this Agreement pursuant to Section 8.1 (other than pursuant to Section 8.1(a)) must deliver prompt written notice thereof to the other Parties setting forth in reasonable detail the provision of Section 8.1 pursuant to which this Agreement is being terminated and the facts and circumstances forming the basis for such termination pursuant to such provision.
Manner of Termination. The Company and you may terminate this Agreement, with or without cause, for any reason whatsoever, by providing written notice (the “Termination Notice”), in accordance with Paragraph 17, to the other specifying the date of termination (the “Termination Date”).
Manner of Termination. Any termination of this Agreement (other than an automatic termination) shall be made in accordance with the above listed grounds. Written notice of termination shall be given to the other Party as required in this Agreement as promptly as is practical under the circumstances. Upon a Party's receipt of such termination notice, this Agreement shall terminate and the transactions herein contemplated shall be abandoned without the necessity of any further action by the Parties.
Manner of Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Effective Date by written notice delivered by First Merchants to MBT or by MBT to First Merchants only for the following reasons:
(a) By the mutual consent of First Merchants and MBT, if the Board of Directors of each so determines by vote of a majority of the members of its entire Board;
(b) By First Merchants or MBT, if its respective Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of either: (i) a material breach by the other party of any representation or warranty contained herein which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; (ii) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; or (iii) any event, fact or circumstance shall have occurred with respect to the other party that has had or could be reasonably expected to have a Material Adverse Effect on such party;
(c) by either First Merchants or MBT, in the event of the failure of MBT’s shareholders to approve the Agreement at the Shareholder Meeting; provided, however, that MBT shall only be entitled to terminate the Agreement pursuant to this clause if it has complied in all material respects with its obligations under Section 7.1;
(d) by either First Merchants or MBT, if either (i) any approval, consent or waiver of any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity”) required to permit consummation of the transactions contemplated by this Agreement shall have been denied and such denial has become final and non-appealable or (ii) any court or other Governmental Entity of competent jurisdiction shall have issued a final, unappealable order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement;
(e) By MBT or First Merchants, if the transaction contemplated herein has not been consummated by June 30, 2019; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; and provided further, that if the sole impediment to closing is the lack of receipt of any necessary regulator...
Manner of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time as provided in the Merger Agreement.
Manner of Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Effective Date by written notice delivered by First Merchants to IALB or by IALB to First Merchants only for the following reasons: (a) By the mutual consent of First Merchants and IALB, if the Board of Directors of each so determines by vote of a majority of the members of its entire Board; (b) By First Merchants or IALB, if its respective Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of either: (i) a material breach by the other party of any representation or warranty contained herein which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; (ii) a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; or (iii) any event, fact or circumstance shall have occurred with respect to the other party that has had or could be reasonably expected to have a Material Adverse Effect on such party; (c) by either First Merchants or IALB, in the event of the failure of IALB’s shareholders to approve the Agreement at the Shareholder Meeting; provided, however, that IALB shall only be entitled to terminate the Agreement pursuant to this clause if it has complied in all material respects with its obligations under Section 7.1; (d) by either First Merchants or IALB, if either (i) any approval, consent or waiver of any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity”) required to permit consummation of the transactions contemplated by this Agreement shall have been denied and such denial has become final and non-appealable or (ii) any court or other Governmental Entity of competent jurisdiction shall have issued a final, unappealable order enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; (e) By IALB or First Merchants, if the transaction contemplated herein has not been consummated by December 31, 2017; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein; and provided further, that if the sole impediment to closing is the lack of receipt of any necess...
Manner of Termination. This Agreement and Plan and the transactions contemplated hereby may be terminated at any time prior to the Effective Time:
(a) by the mutual consent of FMB and the Bank; or
(b) automatically and without further action by either FMB or the Bank if the Merger Agreement is terminated for any reason.
Manner of Termination. The Company and the Executive may terminate this Agreement, with or without cause, only in accordance with the provisions of this Section 7.
Manner of Termination. This Agreement may be terminated prior to the expiration of the Employment Period, as follows:
Manner of Termination. This Agreement and the Transaction and the transactions contemplated hereby may be terminated at any time prior to the Effective Time by written notice delivered by Purchaser to Insurance Group, or by Insurance Group to Purchaser, as follows (with no ONB, in such capacity, having the right to terminate this Agreement or the transactions contemplated hereby):
(a) By Purchaser or Insurance Group, if:
(i) the Transaction contemplated by this Agreement has not been consummated on or before June 30, 2016, and the party seeking such termination is not then in breach hereunder; or
(ii) the respective Boards of Directors of Purchaser and Insurance Group mutually agree to terminate this Agreement.
(b) By Purchaser, if:
(i) at any time prior to the Effective Time, either of the following has occurred:
(A) a misrepresentation or breach by ONB of any of its representations or warranties contained herein or in any of the Schedules hereto; or
(B) a breach of or a failure to comply by ONB or Insurance Group of any of their respective covenants or agreements contained herein, which breach or failure cannot be or has not been cured within thirty (30) days after the giving of written notice by Purchaser to ONB or Insurance Group of such breach or failure; or
(ii) Purchaser shall reasonably determine that the Transaction has become impracticable by reason of commencement or threat of any Proceeding against Purchaser, ONB, Insurance Group, or any director or officer of any of such entities relating to this Agreement, the Transaction, or the transactions contemplated hereby; or
(iii) there has been a material adverse change in the business, assets, capitalization, financial condition, results of operations, or prospects of Insurance Group as of any time prior to the Effective Time as compared to that in existence as of the date of this Agreement which would have a Material Adverse Effect on Insurance Group.
(c) By ONB, if:
(i) at any time prior to the Effective Time, either of the following has occurred:
(A) a misrepresentation or breach by Purchaser of any of its representations or warranties contained herein; or
(B) a breach of or a failure to comply by Purchaser of any of its covenants or agreements contained herein, which breach or failure cannot be or has not been cured within thirty (30) days after the giving of written notice to Purchaser by ONB or Insurance Group of such breach or failure; or
(ii) ONB shall reasonably determine that the Transaction has become impractic...
