Termination Amendment and Waiver Sample Clauses

Termination Amendment and Waiver. 29 Section 12.1 Termination........................................... 29 Section 12.2

Termination Amendment and Waiver. Section 8.1

Termination Amendment and Waiver. 42 7.1 Termination........................................................................................42 7.2 Notice of Termination; Effect of Termination.......................................................43 7.3

Termination Amendment and Waiver. 56 SECTION 7.01. Termination.................................................................................56 SECTION 7.02. Effect of Termination.......................................................................57 SECTION 7.03. Amendment...................................................................................57 SECTION 7.04. Waiver......................................................................................58

Termination Amendment and Waiver. Section 7.01 Termination Section 7.02 Effect of Termination Section 7.03 Amendment Section 7.04 Extension; Waiver

Termination Amendment and Waiver. (a) The obligations of the Corporation pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) the date, if any, on which the Holders of a majority in principal amount of the then-effective series of Covered Debt consent or agree in writing to the termination of this Replacement Capital Covenant and the obligations of the Corporation hereunder, (ii) the date on which the Corporation ceases to have any series of outstanding Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (b) of the definition of each such term), (iii) June 15, 2047 or, if earlier, the date on which the Debentures are otherwise repaid, redeemed or purchased in full in accordance with this Replacement Capital Covenant, and (iv) the date on which the Debentures become accelerated due to the occurrence of an event of default. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation with the consent of the Holders of a majority in principal amount of the then-effective series of Covered Debt, provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation (and without the consent of any Covered Debtholder) if (i) such amendment or supplement eliminates Common Shares, Qualifying Warrants, Mandatorily Convertible Preferred Shares and/or Debt Exchangeable for Common Equity as a Replacement Capital Security and, in the case of this clause (i), after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that there is more than an insubstantial risk that failure to eliminate Common Shares, Qualifying Warrants, Mandatorily Convertible Preferred Shares and/or Debt Exchangeable for Common Equity as a Replacement Capital Security would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United Stat...

Termination Amendment and Waiver. 38 SECTION 7.1. Termination............................................. 38 SECTION 7.2. Effect of Termination................................... 39 SECTION 7.3. Amendment............................................... 39 SECTION 7.4. Consent; Extension; Waiver.............................. 40

Termination Amendment and Waiver. 36 SECTION 7.01. Termination..............................................36 SECTION 7.02. Effect of Termination....................................37 SECTION 7.03. Fees and Expenses........................................37 SECTION 7.04. Amendment................................................37 SECTION 7.05. Extension; Waiver........................................38 SECTION 7.06. Procedure for Termination, Amendment, Extension or Waiver................................................38

Termination Amendment and Waiver. 9.1 Termination Except as provided in Section 9.2 below, this Agreement may be terminated and the Merger abandoned at any time prior to the Closing Date: (a) by mutual written consent duly authorized by the Board of Directors of the Company and Parent; (b) by either Parent or the Company if: (i) the Closing Date has not occurred by November 15, 2000 (provided that the right to terminate this Agreement under this clause 9.1(b)(i) shall not be available to any party whose willful failure to fulfill any obligation hereunder has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date and such action or failure constitutes a breach of this Agreement); (ii) there shall be a final nonappealable order of a federal or state court in effect preventing consummation of the Merger (provided, that the party seeking to terminate this Agreement under this clause 9.1(b)(ii) shall have used all best commercial efforts to remove such order; or (iii) there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger by any Governmental Entity that would make consummation of the Merger illegal; (c) by Parent if there shall be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger, by any Governmental Entity, which would: (i) prohibit Parent's or the Company's ownership or operation of any material portion of the business of the Company or (ii) compel Parent or the Company to dispose of or hold separate, as a result of the Merger, any material portion of the business or assets of the Company or Parent; (d) by Parent if it is not in material breach of its obligations under this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of the Company and as a result of such breach the conditions set forth in Section 7.3(a) or 7.3(b), as the case may be, would not then be satisfied; provided, however, that if such breach is curable by the Company prior to November, 2000 through the exercise of its