Failure to Obtain Approvals. In the event that (A)(i) WE JAC fails to obtain the approval of its shareholders described in Section 4.2.3; (ii) Lube Venturess fails to obtain the approval of its shareholders described in Section 4.3.2; (iii) Miracle Industries fails to obtain the approval of its shareholders described in Section 4.4.2; (iv) Rocky Mountain I fails to obtain the approval of its shareholders described in Section 4.5.3; (v) Rocky Mountain II fails to obtain the approval of its shareholders described in Section 4.6.3; (vi) stockholders of Miracle Partners shall have tendered to the Holding Company for exchange in accordance with the terms of the Miracle Partners Exchange Offer less than all of the issued and outstanding shares of the capital stock of Miracle Partners; (vii) the members of Prema Properties (or other holders of interests in Prema Properties) shall have tendered to the Holding Company for exchange in accordance with the terms of the Prema Properties Exchange Offer Membership Interests in Prema Properties representing less than 75% of all of the Membership Interests in Prema Properties; (viii) the members of Xxxxxxx Car Wash (or other holders of interests in Xxxxxxx Car Wash) shall have tendered to the Holding Company for exchange in accordance with the terms of the Xxxxxxx Car Wash Exchange Offer Membership Interests in Xxxxxxx Car Wash representing less than 95% of all of the Membership Interests in Xxxxxxx Car Wash; or (ix) KBG shall have tendered to the Holding Company for exchange in accordance with the terms of the KBG Exchange Offer less than all of the Membership Interests in KBG, LLC, and (B) within one year of the date hereof, such Predecessor Company engages in a sale of substantially all of its assets or a merger or holders of its common stock or membership interests transfer in the aggregate shares or membership interests representing a majority of the outstanding shares or membership interests of such Predecessor Company, such Predecessor Company shall be liable for Termination Damages to the other Predecessor Companies which Termination Damages shall be issued ratably to such other Predecessor Companies based on the maximum number of shares of Holding Company Stock that the shareholders or members of such other Predecessor Companies could have received in the Mergers and Exchange Offers described in Article III compared to the maximum number of shares of Holding Company Common Stock that the shareholders and members of all such other Predecessor ...
Failure to Obtain Approvals. If Licensee releases a Wireless Product without first obtaining Fox’s approval as specifically set forth in this Agreement in Paragraph 9, then Fox may terminate this Agreement forthwith on written notice without any cure period.
Failure to Obtain Approvals. If either PGW or Agria is unable to obtain the approvals and consents referred to in Conditions 4.4(a) or 4.4(b) by the date which is three months after the Agria Election Notice then:
Failure to Obtain Approvals. This Lease may be terminated by Tenant without liability upon thirty (30) days' written notice in the event Tenant fails to obtain the Licenses and other administrative approvals by August 1, 1999.
Failure to Obtain Approvals. In the event that (i) the zoning amendment expanding the Enterprise District is not approved by Xxxxxxxxx’x Special Town Meeting in 2022 or its 2023 Annual Town Meeting, or is disapproved by the Massachusetts Attorney General by September 1, 2023, or (ii) Owner fails despite applying all best efforts to obtain or maintain all final and effective federal, state and local permits necessary to allow for the construction and operation of the Enterprise Project, upon Owner’s delivery of written notice to the Town, the Parties shall work together to establish a mutually acceptable alternative development plan for the Site, failing which Owner may terminate this Agreement without further recourse to any Party and all restrictions contained herein shall be deemed null and void and without legal recourse, such that Owner may develop and use the Property as allowed by applicable law then if effect.
Failure to Obtain Approvals. This Agreement shall terminate unless any requisite shareholder approval has been obtained by Xxxx by December 31, 2004; subject to extension by Xx. Xxxxxx in his sole discretion.
Failure to Obtain Approvals. If any Customer Required Approval or City Required Approval required pursuant to Sections 3.1 or 3.2, respectively, has not been obtained, on or before the date(s) required therefore under the Applicable Law, the respective Party who has failed to obtain the required approval may terminate the provision of the affected portion of the Servicing in accordance with Section 2.2 by written notice to the other; provided that, notwithstanding anything to the contrary express or implied herein, a Party shall not be entitled to exercise any right of termination pursuant to this Section 3.4 if the condition not met is due to the failure of that Party to perform or observe in any material respect any of the covenants and obligations to be performed by that Party in Article 3.
Failure to Obtain Approvals. Termination of this Coinsurance Agreement shall occur upon the failure of either party hereto to obtain the necessary approvals of any appropriate state insurance departments. Also, if more than one hundred twenty (120) days from the Effective Date of this Coinsurance Agreement has elapsed without obtaining the necessary state insurance department approvals, this Coinsurance Agreement shall terminate. 10.2
Failure to Obtain Approvals. Within ten (10) Business Days after the earlier of (i) a final determination of the Chinese Authorities prohibiting a transfer of the Equity Interests in Polymer China to Buyer or its Designated Affiliate or (ii) if the transfer of the Equity Interests in Polymer China has not been approved by the Chinese Authorities, ninety (90) days after the Closing Date, then Sellers and Buyer agree to meet and discuss, in good faith, the status of the approval proceedings and to develop options for consummating the transfer of Polymer China to Buyer, which options shall include extending the waiting period for receiving the necessary approvals of the Chinese Authorities. In the event Sellers and Buyer cannot agree on an extension of the waiting period or on other alternatives for effecting the transfer of Polymer China, Sellers agree to refund the portion of the Purchase Price allocated to Polymer China (less the amount of the withholding Tax attributable to the sale of the Equity Interests in Polymer China paid, if any, to the applicable Chinese Tax authorities), plus interest at a rate equal to the 30 day LIBOR plus 350 basis points commencing on the Closing Date and ending on the date of payment. . In the event that the applicable Chinese Authorities do not approve the transfer or the parties agree to terminate the application for transfer, the limitations and conditions specified herein regarding the operation of the business of Polymer China shall be terminated and any name pre-verification planned in contemplation of the approval of the transfer of the Equity Interests shall be cancelled.
Failure to Obtain Approvals. In the event that (i) the zoning amendment expanding the Enterprise District is disapproved by the Massachusetts Attorney General, or (ii) Owner fails despite applying all best efforts to obtain or maintain all final and effective discretionary federal, state and local permits necessary to allow for the construction and operation of the Project, upon Owner’s delivery of written notice to the Town, the Parties shall work together to establish a mutually acceptable alternative development plan for the Site; provided, however, that the prohibition on residential development of the Site, whether pursuant to the Zoning By-Law, M.G.L. c.40B, §§20-23 and 760 CMR 56.00, or otherwise, contained in Section 1.2 shall remain in full force and effect. Nothing contained herein shall prevent the Owner from pursuing development of some revised version of the Project that is otherwise smaller than that depicted on Exhibit C.
