Termination by Celestial Clause Samples
Termination by Celestial. This Agreement may be terminated and the Merger may be abandoned by action of the board of directors of Celestial if (i) PDI shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by it at or prior to the Effective Time and such failure has not been cured within 30 days after receipt of notice thereof, or (ii) the board of directors of PDI shall not recommend to its stockholders the approval of this Agreement, or shall withdraw or modify in a manner adverse to Celestial its approval or recommendation of the Merger; or (iii) the Merger shall fail to receive the requisite vote for approval by the stockholders of PDI at the PDI Stockholders' Meeting.
Termination by Celestial. This Agreement may be terminated and the Merger may be abandoned by action of the board of directors of Celestial if (i) PDI shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by it at or prior to the Effective Time and such failure has not been cured within 30 days after receipt of notice thereof, (ii) the Merger shall fail to receive the requisite vote for approval by the stockholders of PDI, or (iii) there is a non-occurrence of any of the conditions precedent set forth in Article 8 hereof.