Termination by Acquirer Sample Clauses

Termination by Acquirer. If any condition set forth herein cannot or will not be satisfied prior to Closing, or upon the occurrence of any other event that would entitle the Acquirer to terminate this Agreement and its obligations hereunder, and the Contributors fail to cure any such matter within five (5) days after notice thereof from the Acquirer, the Acquirer, at its option and as its sole remedy, shall elect either (a) to terminate this Agreement, and all other rights and obligations of the Contributors and the Acquirer hereunder shall terminate immediately, or (b) to waive its right to terminate and, instead, to proceed to Closing.
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Termination by Acquirer. 33 Section 9.3 Termination by the Company............................................ 34 Section 9.4
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Termination by Acquirer. This Agreement may be terminated by action of the Board of Directors of Acquirer, at any time prior to the Effective Time, before or after the approval by the stockholders of Acquirer or the Company, if (a) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in Articles I, V and VII of this Agreement to be complied with or performed by the Company at or prior to such date of termination; provided, however, that if such failure to comply is capable of being cured prior to the End Date, such failure shall not have been cured within 15 days of delivery to the Company of written notice of such failure, (b) there exists a breach or breaches of any representation or warranty of the Company contained in this Agreement such that the closing condition set forth in Section 8.2(a) would not be satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the End Date, such breaches shall not have been cured within 15 days of delivery to the Company of written notice of such breach or breaches, (c) a Company Triggering Event (as defined below) shall have occurred, or (d)(i) the Board of Directors of Acquirer authorizes Acquirer, subject to complying with the terms of this Agreement, to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal with respect to Acquirer and Acquirer notifies the Company in writing in accordance with Section 6.2 that it intends to enter into such an agreement, attaching the most current version of such agreement (or a description of all material terms and conditions thereof) to such notice and (ii) Acquirer upon such termination pursuant to this clause (d) pays to the Company in immediately available funds the fees required to be paid pursuant to Section 9.5. Acquirer agrees to notify the Company promptly if its intention to enter into a written agreement referred to in its notification pursuant to clause (d) above shall change at any time after giving such notification.
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Termination by Acquirer. This Agreement may be terminated by Acquirer at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Target):
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Termination by Acquirer. This Agreement may be terminated by ----------------------- action of the Board of Directors of Acquirer, at any time prior to the Effective Time, before or after the approval by the stockholders of the Company, if (a) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in Articles I, II, V and VII of this Agreement to be complied with or performed by the Company at or prior to such date of termination; provided, however, that such failure to comply shall be continuing for a period of ten (10) days after delivery to the Company of written notice of such failure, (b) there exists a breach or breaches of any representation or warranty of the Company contained in this Agreement such that the closing condition set forth in Section 8.2(a) would not be satisfied; provided, however, that if such breach or breaches are capable of being cured prior to the Effective Time, such breaches shall not have been cured within ten (10) days of delivery to the Company of written notice of such breach or breaches, (c) the Board of Directors of the Company shall have failed to recommend or withdrawn, modified or changed in a manner adverse to Acquirer its recommendation of this Agreement or the Merger or shall have recommended any proposal in respect of a Company Acquisition Transaction (or shall have resolved to do any of the foregoing).
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Termination by Acquirer. This Agreement may be terminated and the Stock Purchase may be abandoned at any time prior to the Closing by Acquirer, if (a) any representation of the Shareholders contained in Article II shall have been inaccurate and such inaccuracy would give rise to the failure of a condition set forth in Section 6.2(b), (b) the Shareholders shall have breached any covenant or other agreement contained in this Agreement, in any such event that would give rise to the failure of a condition set forth in Section 6.2(b) or (c), which inaccuracy or breach cannot be or has not been cured within 10 Business Days after the giving of written notice by Acquirer to the Shareholders thereof, or (c) in its sole discretion, until five (5) days after delivery of the Company Disclosure Schedule pursuant to Section 6.2(a) by the Companies and the Shareholders.
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Termination by Acquirer. This Agreement may be terminated and the Agreement may be abandoned at any time prior to the Closing Date, before or after the adoption and approval by shareholders of Acquirer referred to in Section 8.1(a), by action of the Board of Directors of Acquirer, if there has been a breach by Sub of any representation, warranty, covenant or agreement contained in this Agreement which would have a material adverse effect on Sub which is not curable or, if curable, is not cured within 30 days after written notice of such breach is given by Acquirer to Sub.
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Related to Termination by Acquirer

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

  • Termination by Seller This Agreement may be terminated by Seller and the purchase and sale of the Station abandoned, if Seller is not then in material default, upon written notice to Buyer, upon the occurrence of any of the following:

  • Termination by Buyer This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer, if:

  • Termination by Sellers This Agreement may be terminated at any time prior to the Closing Date by Sellers as follows:

  • Termination by Agreement In the event Practice and Business ------------------------ Manager shall mutually agree in writing, this Management Services Agreement may be terminated on the date specified in such written agreement.

  • Termination by Bank If the Bank, or its successor in interest by merger, or its transferee in the event of a purchase in an assumption transaction (for reasons other than Executive's death, disability, or Cause) (1) terminates Executive's employment within one year following a Change in Control (as defined below), or (2) terminates Executive's employment before the Change in Control but on or after the date that any party either announces or is required by law to announce any prospective Change in Control transaction and a Change in Control occurs within six months after the termination, the Bank will provide Executive with the payment and benefits described in Section 9(d)(3) below.

  • Termination by Purchaser This Agreement may be terminated by Purchaser at any time prior to the Effective Time:

  • Termination by Owner Owner may also terminate this Agreement at any time before Contractor begins the Work and notifies Owner in writing of such commencement if (1) Owner sells the property on which the Work is being performed or (2) the economic climate does not warrant proceeding with the project of which the Work is a part. In such circumstance, Contractor shall be entitled to receive that portion of the Contract Price earned by Contractor for Work performed to the satisfaction of Owner less any payments made before the date this Agreement is terminated. Contractor shall not be entitled to any additional compensation or damages as a result of termination of this Agreement pursuant to this Paragraph 12(c).

  • Termination by Any Party This Advisory Agreement may be terminated upon 60 days’ written notice without cause or penalty, by any party (by a majority of the Independent Directors of the Company or the manager of the Advisor).

  • Termination by You In the event of an Employment Separation as a result of a termination by you for any reason, you must provide the Company with at least 14 days advance written notice ("Notice of Termination") and continue working for the Company during the 14-day notice period, but only if the Company so desires to continue your employment and to compensate you during such period. In the event of such termination under this Section, the Company will pay you the earned but unpaid portion of your Basic Salary through the termination date.

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