By Purchaser if. (a) the Board (i) shall have failed to recommend, or shall have withdrawn, modified or changed in a manner adverse to Purchaser its approval or recommendation, of the Transaction Documents, the Purchaser Acquisitions or the other transactions contemplated thereby, or the Board or any committee thereof shall have resolved to take any of the foregoing actions, (ii) shall have submitted or recommended to the stockholders of the Company or shall have approved a Transaction Proposal, (iii) shall have accepted or recommended to its stockholders a Superior Proposal, or (iv) shall have publicly announced its intention to do any of the foregoing;
By Purchaser if. (i) at any time from and after the date of this Agreement, any representation or warranty of UAV or Seller contained in this Agreement shall be inaccurate, or shall have become inaccurate, such that any of the conditions set forth in Section 7.1 would not be satisfied; (ii) any of the covenants of UAV or Seller contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; or (iii) any Material Adverse Effect shall have occurred; or
By Purchaser if. (i) BCBSKS makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against BCBSKS seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any Law relating to bankruptcy, insolvency or reorganization, which proceeding has not been dismissed within ninety (90) days; or
By Purchaser if. (i) there shall have been a breach of any representation, warranty or covenant contained in this Agreement on the part of Seller and as a result of such breach the conditions set forth in SECTIONS 6.3(B) or 6.3(C) would not then be satisfied; provided that if such breach is capable of being cured by the Termination Date and Seller diligently proceeds to cure the breach, then Purchaser shall not have the right to terminate this Agreement under this SECTION 7.1(D)(I) unless such breach has not been so cured by the Termination Date;
