Common use of By Parent Clause in Contracts

By Parent. (i) if, due to an occurrence, not involving a breach by Parent or the Purchaser of their obligations hereunder, which makes it impossible to satisfy any of the conditions set forth in Annex A hereto, Parent, the Purchaser, or any of their affiliates shall have failed to commence the Offer, and shall have delivered written notice to the Company specifying the reason or reasons the Offer has not been commenced and indicating that Parent is terminating this Agreement pursuant to this Section 7.1(d)(i), on or prior to five business days following the date of the initial public announcement of the Offer;

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Hain Food Group Inc), Agreement and Plan of Merger (Varsity Spirit Corporation), Agreement and Plan of Merger (Hain Food Group Inc)

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By Parent. (i) if, due to an occurrence, not involving a breach by Parent or the Purchaser of their obligations hereunder, which makes it impossible to satisfy any of the conditions set forth in Annex A hereto, Parent, the Purchaser, or any of their affiliates shall have failed to commence the Offer, and shall have delivered written notice to the Company specifying the reason or reasons the Offer has not been commenced and indicating that Parent is terminating this Agreement pursuant to this Section 7.1(d)(i), on or prior to five business days following the date of the initial public announcement of the Offer;

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Honeywell International Inc), Agreement and Plan of Merger (Phonetel Technologies Inc), Agreement and Plan of Merger (Measurex Corp /De/)

By Parent. (i) if, due to an occurrence, not involving a breach by Parent or the Purchaser Merger Sub of their obligations hereunder, which makes it impossible to satisfy any of the conditions set forth in Annex A hereto, Parent, the PurchaserMerger Sub, or any of their affiliates shall have failed to commence the Offer, and shall have delivered written notice to the Company specifying the reason or reasons the Offer has not been commenced and indicating that Parent is terminating this Agreement pursuant to this Section 7.1(d)(i), on or prior to five business days following the date of the initial public announcement of the Offer;

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Walbro Corp), Agreement and Plan of Merger (Ti Group PLC)

By Parent. (i) if, due to an occurrence, not involving a breach by Parent or the Purchaser of their obligations hereunder, which makes it impossible to satisfy any of the conditions set forth in Annex A hereto, Parent, the Purchaser, or any of their affiliates Affiliates shall have failed to commence the Offer, and shall have delivered written notice to the Company specifying the reason or reasons the Offer has not been commenced and indicating that Parent is terminating this Agreement pursuant to this Section 7.1(d)(i), on or prior to five the fifth business days day following the date of the initial public announcement of the Offer;

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Compaq Interests Inc), Agreement and Plan of Merger (Shopping Com)

By Parent. (i) if, due to an occurrence, not involving a breach by Parent or the Purchaser of their obligations hereunder, which makes it impossible to satisfy any of the conditions set forth in Annex A I hereto, Parent, the Purchaser, Parent or any of their affiliates Purchaser shall have failed to commence the Offer, and shall have delivered written notice to the Company specifying the reason or reasons the Offer has not been commenced and indicating that Parent is terminating this Agreement pursuant to this Section 7.1(d)(i), on or prior to five business days following the date of the initial public announcement of the Offer;

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Metromail Corp), Agreement and Plan of Merger (Great Universal Acquisition Corp)

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By Parent. (i) if, due to an occurrence, not involving involv- ing a breach by Parent or the Purchaser of their obligations hereunder, which makes it impossible to satisfy any of the conditions set forth in Annex A hereto, Parent, the Purchaser, or any of their affiliates shall have failed to commence the Offer, and shall have delivered written notice to the Company specifying the reason or reasons the Offer has not been commenced and indicating that Parent is terminating this Agreement pursuant to this Section 7.1(d)(i), on or prior to five business days following the date of the initial public announcement of the Offer;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pittway Corp /De/)

By Parent. (i) if, due to an occurrence, not involving occurrence that if occurring after the commencement of the Offer would result in a breach by Parent or the Purchaser of their obligations hereunder, which makes it impossible failure to satisfy any of the conditions set forth in Annex A hereto, Parent, the Purchaser, or any of their affiliates shall have failed to commence the Offer, and shall have delivered written notice to the Company specifying the reason or reasons the Offer has not been commenced and indicating that Parent is terminating this Agreement pursuant to this Section 7.1(d)(i), on or prior to five (5) business days following the date of the initial public announcement of the Offer; provided, that Parent may not terminate this -------- Agreement pursuant to this Section 7.1(d)(i) if Parent is in material breach of this Agreement;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wesco Financial Corp)

By Parent. (i) if, due to an occurrence, not involving a breach by Parent or the Purchaser of their obligations hereunder, which makes it impossible to satisfy any of the conditions set forth in Annex Exhibit A hereto, Parent, the Purchaser, Parent or any of their affiliates Purchaser shall have failed to commence the Offer, and shall have delivered written notice to the Company specifying the reason or reasons the Offer has not been commenced and indicating that Parent is terminating this Agreement pursuant to this Section 7.1(d)(i), on or prior to within five business days following the date Business Days of the initial public announcement of the Offer;

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Buildings Co /De/)

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