Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if:
(i) either (A) the Exeter Board fails to publicly make the Board Recommendation as contemplated in Section 2.1 and Section 5.1(i) or the Company or the Exeter Board, or any committee thereof, withdraws, modifies, qualifies or changes in a manner adverse to the Purchaser, or publicly proposes to withdraw, modify, qualify or change in a manner adverse to the Purchaser, its approval or recommendation of the Offer and this Agreement (it being understood that publicly taking no position or a neutral position by the Company and/or the Exeter Board with respect to an Acquisition Proposal for a period exceeding three Business Days after an Acquisition Proposal has been publicly announced shall be deemed to constitute such a withdrawal, modification, qualification or change), (B) the Purchaser requests that the Exeter Board reaffirm its Board Recommendation and the Exeter Board shall not have done so by the earlier of (x) the end of the third Business Day following receipt of such request and (y) the Expiry Date (each of the foregoing a “Change of Recommendation”), (C) the Company and/or the Exeter Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal, (D) the Company enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(c)) or (E) the Company or the Exeter Board publicly proposes or announces its intention to do any of the foregoing;
(ii) the Company breaches Section 5.1 in a material respect;
(iii) a Material Adverse Effect with respect to the Company has occurred;
(iv) any condition of the Offer as specified in Schedule A shall not have been satisfied or waived at the Expiry Time;
(v) the Company shall have failed to comply in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with; or
(vi) the representations and warranties of the Company in Section 3.1 shall not be true and correct (disregarding for this purpose all materiality or Material Adverse Effect qualifications contained therein) as of the Expiry Time as if made on and as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties shall not have been true and correct as of that date) except (i) as ...
Termination by the Purchaser. This Agreement may be terminated at any time prior to the Closing by the Purchaser following the occurrence of any of the following events (each a “Purchaser Termination Event”) immediately upon delivery of written notice to the Company; provided, however that the Purchaser shall not be permitted to terminate this Agreement if at the time of such termination the Purchaser is in breach of any representation, warranty or covenant applicable to it in any material respect under this Agreement:
(i) the Closing does not occur on or before the Closing Date;
(ii) the failure of any of the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from the Purchaser and (B) the Closing Date;
(iii) the Company breaches any representation or warranty in any material respect or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from the Purchaser and (B) the Closing Date; or
(iv) any Governmental Authority of competent jurisdiction, enters a Final Order declaring this Agreement or any material portion hereof to be unenforceable.
Termination by the Purchaser. This Agreement may be terminated prior to Closing by the Purchaser, by giving written notice of such termination to the Company, if:
(a) the Company has breached any representation, warranty, covenant or agreement contained in this Agreement and such breach is not cured within five business days following receipt by the Company of notice of such breach;
(b) there has occurred an event since the date of the financial statements included in the Company's disclosure documents which could reasonably be expected to have a Material Adverse Effect and which is not disclosed in the Disclosure Documents; or
(c) trading in the Common Stock has been suspended by the Commission or the NASD or other exchange or market on which the Common Stock is listed or quoted (except for any suspension of trading of limited duration solely to permit dissemination of material information regarding the Company).
Termination by the Purchaser. This Agreement may be terminated prior to Closing by the Purchaser, by giving notice of such termination to the Company, if:
(a) the Company has breached any representation, warranty, covenant or agreement contained in this Agreement or the Registration Rights Agreement and such breach is not cured within five business days following receipt by the Company of notice of such breach;
(b) there has occurred an event since the date of the financial statements included in the Company's last filed Quarterly Report on Form 10-Q which could reasonably be expected to have a Material Adverse Effect and which is not disclosed in the Disclosure Materials; or
(c) trading in the Common Stock has been suspended by the Commission or the NASD or other exchange or market on which the Common Stock is listed or quoted (except for any suspension of trading of limited duration solely to permit dissemination of material information regarding the Company).
Termination by the Purchaser. In addition to any other rights and remedies (under this Agreement or otherwise) which the Purchaser may have to terminate or rescind this Agreement, the Purchaser may, at its option, terminate this Agreement by notice in writing to the Vendor if :-
(a) the Vendor shall fail to complete the sale or the transfer of the Sale Share in accordance with the terms of this Agreement, or
(b) the Vendor and/or the BVI Company (or any of them) shall be in breach of Clauses 4, 6, 7 or 8 or any part thereof, or
(c) the Vendor and/or the BVI Company (or any of them) being in material breach of any of the material obligations on their part or on the part of any of them under this Agreement, or
(d) any of the Vendor and/or the BVI Company shall become bankrupt or go into liquidation (as the case may be) or shall commit any act of bankruptcy or any proceeding or resolution shall be passed for the winding up of the BVI Company, or any of the Vendor and/or the BVI Company shall otherwise become insolvent or unable to pay his debts, or a trustee in bankruptcy or receiver or liquidator or similar officer shall be appointed in respect of any of the Vendor and/or the BVI Company and/or any of their assets, or any of the Vendor and/or the BVI Company shall suffer his assets or any significant part thereof to be seized or levied on execution or other process or proceedings.
Termination by the Purchaser. This Agreement may be terminated by the Purchaser as follows:
(a) upon a breach of any material representation, warranty, covenant or agreement on the part of the Seller set forth in this Agreement, or if any material representation or warranty of the Seller shall have become untrue, in either case such that the conditions set forth in Section 3.2 of this Agreement would be incapable of being satisfied by the Seller on or prior to the Closing; provided, that in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 6.1(a), and further provided that such breach or untrue representation or warranty, other than a breach of Section 5.14, is not cured within ten (10) days after notice thereof;
(b) any legal proceeding is commenced or threatened by any Governmental Entity or other Person directed against the consummation of the Closing or any other transaction contemplated hereby, and Purchaser reasonably and in good xxxxx xxxxx it impractical or inadvisable to proceed in view of such legal proceeding or threat thereof; or
(c) at any time after 5:00 p.m., New York time, on April 4, 2005 if the transactions contemplated by this Agreement have not closed by such time.
Termination by the Purchaser. (a) At any time after a Termination Event has occurred, the Purchaser may without prejudice to the Purchaser’s other rights:
(i) upon written notice to the relevant Seller in its capacity as Collection Agent (and to the Account Debtors in relation to Receivables sold to the Purchaser by such Seller as specified in clause 5.6), terminate the appointment of a Collection Agent under this Agreement and designate any other person as its agent or to act on its own behalf for the collection of Receivables sold to the Purchaser by such Seller (a “Substitute Collection Agent”) on such terms as the Purchaser thinks fit; and/or
(ii) notify Account Debtors that all payments in respect of Receivables will be made to the Purchaser or to the Substitute Collection Agent(s) referred to in clause 5.8(a)(i) above. If and when appointed, a Substitute Collection Agent will have the same rights and obligations as a Collection Agent hereunder.
(b) Subject to any mandatory provision of law, no termination of the appointment of a Collection Agent, whether pursuant to clause 5.7 or this clause 5.8, will be effective until a Substitute Collection Agent acceptable to the Purchaser has been appointed and has agreed to act or the Purchaser, in its sole discretion, has decided to act as the Substitute Collection Agent.
(c) Upon termination of the appointment of a Collection Agent, whether pursuant to clause 5.7 or this clause 5.8, such Collection Agent will:
(i) immediately deliver to the Substitute Collection Agent the Records in its possession or under its control relating to the Receivables purchased by the Purchaser from it in its capacity as a Seller and all Collections held by such Collection Agent on behalf of the Purchaser; and
(ii) take such further action as the Purchaser may reasonably request in relation to the Receivables so purchased and all Collections held by such Collection Agent on behalf of the Purchaser including, without limitation and to the fullest extent permitted by law, endorsing the Substitute Collection Agent’s name on cheques or other instruments representing Collections and enforcing such Receivables and the related Supply Contracts.
Termination by the Purchaser. The Purchaser may (but shall not be obligated to) terminate this Agreement prior to the Closing by giving written notice to Toshiba if:
(a) there has been a material violation or breach by Toshiba or the Company of any of their respective agreements or covenants contained in this Agreement or there has been a material violation or breach by Toshiba of any of its representations or warranties contained in this Agreement such that the condition set forth in Section 8.2(a) cannot be satisfied, which violation or breach shall not have been cured or corrected, if curable or correctable, within twenty days after receipt of notice thereof; or
(b) the Closing does not occur on or prior to October 20, 2006 (the “Drop Dead Date”), or such later date as may be agreed to in writing by the Parties; provided that the non-occurrence is not due to a breach by the Purchaser of any condition or covenant hereunder.
Termination by the Purchaser. The Purchaser may, without prejudice to any other rights, terminate its obligations under this Agreement by notice to Seller if (i) there is a material breach of this Agreement by any Seller, (ii) the Purchaser terminates the Offer in accordance with the Offer to Purchase or (iii) the Offer expires without the Purchaser purchasing the Sellers' Shares.
Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Closing, if a breach of any representation, warranty, agreement or covenant of the Sellers set forth in this Agreement shall have occurred, which breach (i) would give rise to the failure of a condition set forth in Section 7.02 and as a result of such breach, such condition would not be capable of being satisfied prior to the Termination Date and (ii) is incapable of being cured or, if capable of being cured, is not cured by the Sellers within thirty (30) days following receipt of written notice of such breach from the Purchaser (or, if the Termination Date is less than thirty (30) calendar days from the date of receipt of such notice, by the Termination Date); provided that the Purchaser shall not have the right to terminate this Agreement pursuant to this Section 8.04 if the Purchaser is then in material breach of any representations, warranties or covenants of the Purchaser hereunder that would give rise to the failure of a condition set forth in Section 7.03.
