Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties.
Appears in 23 contracts
Samples: Agreement and Plan of Merger (Gores Holdings II, Inc.), Agreement and Plan of Merger (Healthcare Merger Corp.), Agreement and Plan of Merger (Pagaya Technologies Ltd.)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Partiesparties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 7.2, Section 7.3 and Article 8 (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement.
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Komag Inc /De/), Agreement and Plan of Reorganization (Komag Inc /De/)
Notice of Termination; Effect of Termination. (a) Any proper termination of this Agreement under Section 9.1 above 8.1 will be effective immediately upon the delivery of written notice of the terminating Party party to the other Partiesparty hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect, except (i) as set forth in this Section 8.2 and Article IX, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve either party from liability for any willful breach of this Agreement.
Appears in 6 contracts
Samples: Registration Rights Agreement (Neoforma Com Inc), Common Stock Purchase Agreement (Neoforma Com Inc), Common Stock Purchase Agreement (Neoforma Com Inc)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.01 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (ION Acquisition Corp 1 Ltd.), Agreement and Plan of Merger (10X Capital Venture Acquisition Corp), Agreement and Plan of Merger (D8 Holdings Corp.)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties.
Appears in 5 contracts
Samples: Business Combination Agreement (Ivanhoe Capital Acquisition Corp.), Letter Agreement (FTAC Athena Acquisition Corp.), Agreement and Plan of Merger (Legato Merger Corp.)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 10.1 above will be effective immediately upon (or, if the termination is pursuant to Section 10.1(d) or Section 10.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating Party to the other Parties.
Appears in 4 contracts
Samples: Business Combination Agreement (Schwarz Jeffrey E), Business Combination Agreement (Numberbubble, S.A.), Business Combination Agreement (Fusion Fuel Green LTD)
Notice of Termination; Effect of Termination. (a) Any proper and valid termination of this Agreement under pursuant to Section 9.1 above will or Section 9.2 shall be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties.party or parties hereto, as applicable. In the event of the termination of this Agreement pursuant to
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Mill Road Capital II, L.P.)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating Party party to the other Partiesparties hereto.
Appears in 4 contracts
Samples: Sale and Purchase Agreement (Long Blockchain Corp.), Agreement and Plan of Reorganization (KBL Healthcare Acquisition Corp III), Merger Agreement and Plan of Reorganization (Cdsi Holdings Inc)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of by the terminating Party party to the other Partiesparties hereto.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Networks Associates Inc/), Agreement and Plan of Merger (Networks Associates Inc/), Agreement and Plan of Merger (Cybermedia Inc)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 9.01 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (InterPrivate III Financial Partners Inc.), Agreement and Plan of Merger (InterPrivate III Financial Partners Inc.), Agreement and Plan of Merger (Fusion Acquisition Corp.)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(d) or Section 7.1(e), and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating Party party to the other Partiesparties hereto.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Newtown Lane Marketing Inc), Agreement and Plan of Reorganization (Pivotal Investment Corp II), Agreement and Plan of Reorganization (Northern Star Acquisition Corp.)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 11.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Artemis Strategic Investment Corp), Agreement and Plan of Merger (Sizzle Acquisition Corp.), Agreement and Plan of Reorganization (Artemis Strategic Investment Corp)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(d) or Section 7.1(e) in accordance with the terms thereof) the delivery of written notice of the terminating Party to the other Parties.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BRAC Lending Group LLC), Agreement and Plan of Merger (Big Rock Partners Acquisition Corp.), Agreement and Plan of Merger (Big Rock Partners Sponsor, LLC)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above 8.1 will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hillman Companies Inc), Agreement and Plan of Merger (Landcadia Holdings III, Inc.)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties.parties hereto. In the event of the termination of this Agreement as provided in
Appears in 2 contracts
Samples: Agreement and Plan (Scopus Technology Inc), Agreement and Plan (Scopus Technology Inc)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above or Section 9.12 hereto will be effective immediately upon the delivery of a valid written notice of the terminating Party party to the other Parties.party hereto. In the event of the termination of this Agreement as provided in Section
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Captaris Inc), Agreement and Plan of Merger (Castelle \Ca\)
Notice of Termination; Effect of Termination. (a) Any termination of The Party desiring to terminate this Agreement under Section 9.1 above will be effective immediately upon the delivery of pursuant to Sections 10.1(b) through 10.1(d) shall give written notice of the terminating Party such termination to the other PartiesParty in accordance with Section 12.8, specifying the provision or provisions hereof pursuant to which such termination is effected. The right of any Party to terminate this Agreement pursuant to Section 10.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Party hereto, whether prior to or after the execution of this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Athenex, Inc.), Purchase Agreement (ImmunityBio, Inc.)
Notice of Termination; Effect of Termination. (a) Any termination of The party desiring to terminate this Agreement under pursuant to this Article VII (other than pursuant to Section 9.1 above will 7.1) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 7.5 shall be effective immediately upon the delivery of such written notice of the terminating Party to the other Partiesparty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Isle of Capri Casinos Inc), Agreement and Plan of Merger (Eldorado Resorts, Inc.)
Notice of Termination; Effect of Termination. (a) Any termination of The Party seeking to terminate this Agreement under pursuant to Section 9.1 above will 10.01 shall provide written notice of termination to the other Parties in accordance with Section 11.01 specifying the reason for such valid termination, and any such termination in accordance with Section 10.01 shall be effective immediately upon the delivery of such written notice of the terminating Party to the other Parties.
Appears in 2 contracts
Samples: Nomination Agreement (DD3 Acquisition Corp. II), Business Combination Agreement (Union Acquisition Corp. II)
Notice of Termination; Effect of Termination. (a) Any proper termination of this Agreement under pursuant to Section 9.1 above will shall be effective immediately upon the delivery of written notice of the terminating Party party to the other Partiesparty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hologic Inc), Agreement and Plan of Merger (Gen Probe Inc)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 9.1(d) or Section 9.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating Party party to the other Partiesparties hereto.
Appears in 2 contracts
Samples: Contribution Agreement (Arowana Inc.), Agreement and Plan of Reorganization (Black Ridge Acquisition Corp.)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 10.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other PartiesParties hereto.
Appears in 2 contracts
Samples: Share Exchange Agreement (American Electric Technologies Inc), Agreement and Plan of Merger (Harmony Merger Corp.)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 10.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties. In the event of the termination of this Agreement as provided in Section 10.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 10.1, Section 10.2 and Article 11 (General Provisions), each of which shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Share Exchange and Conversion Agreement (Makkanotti Group Corp.), Share Exchange and Conversion Agreement (TabacaleraYsidron, Inc.)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating Party party to the other PartiesParties hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Bowen Acquisition Corp), Securities Purchase and Exchange Agreement (North Shore Acquisition Corp.)
Notice of Termination; Effect of Termination. (a) Any termination of The party desiring to terminate this Agreement under pursuant to Section 9.1 above will 10.01 (other than pursuant to Section 10.01(a)) shall give written notice of such termination to each other party hereto specifying in reasonable detail the reason for such termination, and any such termination in accordance with this Section 10.02(a) shall be effective immediately upon the delivery of such written notice of the terminating Party to the other Partiesparty.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Woodmark Corp)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other PartiesParties hereto.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Northern Star Investment Corp. II)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of a valid written notice of the terminating Party party to the other Parties.party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect, except (i) as set forth in
Appears in 1 contract
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of a valid written notice of the terminating Party party to the other Parties.party hereto (taking into consideration any cure periods provided in Section 9.1). In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect, except (a) as set forth in Section 6.2(a), this -80-
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of a valid written notice of the terminating Party party to the other Parties.parties hereto. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 5.9 (Confidentiality), Section 5.19 (Expenses), this
Appears in 1 contract
Samples: Share Exchange Agreement (Trans-India Acquisition Corp)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under in accordance with Section 9.1 above 11.01 will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties.
Appears in 1 contract
Samples: Joinder Agreement (Ascendant Digital Acquisition Corp.)
Notice of Termination; Effect of Termination. (ai) Any proper and valid termination of this Agreement under pursuant to Section 9.1 above will 7.7(a) shall be effective immediately upon the delivery of written notice of the terminating Party to the other PartiesParty or Parties hereto, as applicable.
Appears in 1 contract
Notice of Termination; Effect of Termination. (a) Any termination of The Party desiring to terminate this Agreement under pursuant to Section 9.1 above will be effective immediately upon the delivery of 8.01(b) through Section 8.01(e) shall give written notice of the terminating Party such termination to the other PartiesParty in accordance with Section 10.07, specifying the provision or provisions hereof pursuant to which such termination is effected.
Appears in 1 contract
Samples: Asset Purchase Agreement (FreightCar America, Inc.)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(f) or Section 7.1(g) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating Party to the other Parties.
Appears in 1 contract
Notice of Termination; Effect of Termination. (a) Any termination of The party desiring to terminate this Agreement under pursuant to this Article VIII (other than pursuant to Section 9.1 above will 8.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with this Section 8.05 shall be effective immediately upon the delivery of such written notice of the terminating Party to the other Partiesparty.
Appears in 1 contract
Notice of Termination; Effect of Termination. (a) Any termination of The Party desiring to terminate this Agreement under Section 9.1 above will be effective immediately upon the delivery of pursuant to Sections 10.1(b) through 10.1(e) shall give written notice of the terminating Party such termination to the other PartiesParty in accordance with Section 12.7, specifying the provision or provisions hereof pursuant to which such termination is effected. The right of any Party to terminate this Agreement pursuant to Section 10.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Party hereto, whether prior to or after the execution of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Warwick Valley Telephone Co)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 10.1 above will be effective immediately upon (or, if the termination is pursuant to Section 10.1(g) or Section 10.1(h) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating Party to the other Parties.
Appears in 1 contract
Samples: Sale and Purchase Agreement (HL Acquisitions Corp.)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 7.1 above will be effective immediately upon the delivery of written notice of the terminating Party party to the other Parties.33
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Metatools Inc)
Notice of Termination; Effect of Termination. (a) Any termination of The party desiring to terminate this Agreement under Section 9.1 above will be effective immediately upon the delivery of pursuant to Sections 10.1(b) through 10.1(f) shall give written notice of the terminating Party such termination to the other Partiesparty in accordance with Section 12.7, specifying the provision or provisions hereof pursuant to which such termination is effected. The right of any party to terminate this Agreement pursuant to Section 10.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any party hereto, whether prior to or after the execution of this Agreement.
Appears in 1 contract
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under in accordance with Section 9.1 above 9.01 will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties.
Appears in 1 contract
Samples: Agreement and Plan of Merger (InterPrivate II Acquisition Corp.)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties, which sets forth the provision of Section 9.1 under which such termination is made.
Appears in 1 contract
Samples: Agreement and Plan of Merger (VPC Impact Acquisition Holdings III, Inc.)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 9.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (FTAC Olympus Acquisition Corp.)
Notice of Termination; Effect of Termination. (ai) Any proper and valid termination of this Agreement under pursuant to Section 9.1 above will 11(a) shall be effective immediately upon the delivery of written notice of the terminating Party to the other PartiesParty or Parties hereto, as applicable.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Adtalem Global Education Inc.)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 above Sections 10.2 and 10.3 will be effective immediately upon the delivery of a valid written notice of the terminating Party party to the other Parties.parties
Appears in 1 contract
Samples: Agreement and Plan of Merger (Reconditioned Systems Inc)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above will shall be effective immediately upon the delivery of written notice of by the terminating Party party to the other Partiesparties hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harding Lawson Associates Group Inc)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon the delivery of written notice of the terminating Party to the other PartiesParties hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Avista Healthcare Public Acquisition Corp.)
Notice of Termination; Effect of Termination. (ai) Any proper and valid termination of this Agreement under pursuant to Section 9.1 above will 13(a) shall be effective immediately upon the delivery of written notice of the terminating Party to the other PartiesParty or Parties hereto, as applicable.
Appears in 1 contract
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 9.1 above will be effective immediately upon the delivery of written notice of by the terminating Party to the other Parties.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gravitas Education Holdings, Inc.)
Notice of Termination; Effect of Termination. (a) Any A Party desiring to terminate this Agreement pursuant to Section 9.01, other than pursuant to Section 9.01(a), shall give written notice of such termination to the other Party, specifying the provision or provisions hereof pursuant to which such termination is to be effected. In the event of the termination of this Agreement under Section 9.1 above will in accordance with this Article IX, this Agreement shall forthwith become void and there shall be effective immediately upon no liability on the delivery part of written notice of the terminating any Party to the other Parties.except:
Appears in 1 contract
Samples: Asset Purchase Agreement (Spectrum Pharmaceuticals Inc)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.01 above will shall be effective immediately upon the delivery of written notice of the terminating Party to the other Parties.
Appears in 1 contract
Samples: Business Combination Agreement (Golden Falcon Acquisition Corp.)
Notice of Termination; Effect of Termination. (a) Any termination of this Agreement under Section 9.1 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the first proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating Party party to the other Parties.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Andina Acquisition Corp. II)
