Termination by Either the Company or Parent. This Agreement may be terminated by either the Company (acting only upon the recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if:
Termination by Either the Company or Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by either the Company or Parent:
Termination by Either the Company or Parent. Each of the Company and Parent shall have the right to terminate this Agreement, at any time prior to the Effective Time, whether before or after the receipt of the Company Shareholder Approval, if:
Termination by Either the Company or Parent. Subject to the other provisions of this Article IX and Section 10.7(b), this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if:
Termination by Either the Company or Parent. This Agreement may be terminated by either the Company or Parent if the Closing is not consummated by the Termination Date (provided that the right to terminate this Agreement under this Section 7.2 will not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date).
Termination by Either the Company or Parent. This Agreement may be terminated, and the Merger may be abandoned, at any time prior to the Effective Time by either the Company or Parent, with written notice from the terminating party to the other party, if:
Termination by Either the Company or Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of the Company or Parent if (a) the Merger shall not have been consummated by the Termination Date (as defined below) whether such date is before or after the Company Requisite Vote is obtained, (b) the Company Requisite Vote shall not have been obtained at the Shareholders Meeting or at any adjournment or postponement thereof permitted hereunder; provided, however that the Company shall not be permitted to terminate this Agreement pursuant to this Section 8.2(b) until after the Tender Offer Commencement Period (as defined in Section 8.6) and then only if Parent, Merger Sub and their respective Affiliates have not commenced a Tender Offer (as defined in Section 8.6) during the Tender Offer Commencement Period, or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Company Requisite Vote is obtained); provided, that, in each of the foregoing cases, the right to terminate this Agreement pursuant to this Section 8.2 shall not be available to any party that is responsible for a Willful or Deliberate Breach of its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger. For purposes of this Agreement, the “Termination Date” shall mean February 28, 2007 as such date may be extended pursuant to Section 8.6.
Termination by Either the Company or Parent. Sub-section (a) of Section 8.02 of the Merger Agreement is hereby amended by replacing the reference to “June 30, 2017” therein with the text of “July 31, 2017.”
Termination by Either the Company or Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, in the case of SECTIONS 8.2(a) AND 8.2(b), before or after the adoption of this Agreement by the shareholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by action of the board of directors of either the Company or Parent if:
Termination by Either the Company or Parent. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either the Company or Parent if: (a) the Merger shall not have been consummated by December 31, 1998 (provided that the right to terminate this Agreement under this Section 8.2(i) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before such date); (b) any court of competent jurisdiction in the United States or some other governmental body or regulatory authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) at the duly held Stockholders Meetings (including any adjournments thereof), the Requisite Stockholder Approval shall not have been obtained; PROVIDED, HOWEVER, that the right to terminate this Agreement under this Section 8.2(c) shall not be available to any Party which has not complied with its obligations under Sections 6.3 and 6.4. 8.3
