TERMINATION BY FRONTIER Sample Clauses

TERMINATION BY FRONTIER. At any time prior to the Effective Time, this Agreement may be terminated by Frontier, by action of its Board of Directors, if:
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TERMINATION BY FRONTIER. This Agreement may be terminated and the ----------------------- Merger may be abandoned at any time prior to the Effective Time, before or after the adoption and approval by the stockholders of Frontier referred to in Section 6.1(a), by action of the Board of Directors of Frontier, if (a) Frontier receives an Alternative Proposal and the Board of Directors of Frontier determines in good faith and pursuant to the exercise of its fiduciary duties to its stockholders, that such Alternative Proposal is more favorable to Frontier stockholders from a financial point of view than the transaction contemplated by this Agreement, and the Board of Directors of Frontier accepts, recommends or resolves to accept or recommend to Frontier's stockholders such Alternative Proposal; (b) the Board of Directors of West Pac shall have recommended an Alternative Proposal to West Pac stockholders; (c) the Board of Directors of West Pac shall have withdrawn or modified in a manner materially adverse to Frontier its approval or recommendation of this Agreement and/or the Merger (other than upon the happening of an event described in Sections 7.4(d) or 7.4(e)); (d) there has been a breach by West Pac of any representation or warranty contained in this Agreement which would have a West Pac Material Adverse Effect; (e) there has been a material breach of any of the covenants or agreements set forth in this Agreement on the part of West Pac, which breach is not curable or, if curable, is not cured within 30 days after written notice of such breach is given by Frontier to West Pac; (f) any Person (other than a Person that holds shares of Series B Preferred or Series C Preferred, as of the date hereof), after the date hereof, shall become the beneficial owner (directly or indirectly) of twenty percent (20%) or more of the outstanding shares of West Pac Common Stock or any Person shall have commenced a bona fide tender offer or exchange offer to acquire at least twenty percent (20%) of the then outstanding shares of West Pac Common Stock; or (g) West Pac enters into a letter of intent or a binding agreement with respect to a Combined Proposal.
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TERMINATION BY FRONTIER. This Settlement Agreement is contingent on the final certification of the Settlement Class and entry of the Final Approval Order and Final Judgment as defined above. Frontier may terminate this Settlement Agreement in its entirety at any time and without further obligation if: (a) any court rejects or denies approval of any term or condition of this Settlement Agreement; (b) any court makes any order purporting to alter, amend or modify any material term or condition of this Settlement Agreement; (c) any court fails to certify the Settlement Class as defined above; (d) any court makes any order purporting to preclude Plaintiffs and/or Frontier from proceeding in whole or in part with any of the material terms and conditions of this Settlement Agreement; or (e) more than 100 Settlement Class Members submit timely and valid requests for exclusion. For purposes of (b) and (d) of this Section 8.1, whether a term or condition is “material” shall be determined solely by Frontier. In the event Frontier exercises its right to terminate this Settlement Agreement, it shall promptly notify the Court and Settlement Class Counsel in writing and cause the Settlement Administrator to notify the Settlement Class Members by posting information on the Settlement Website and by emailing information to those Claimants for whom the Settlement Administrator has an email address on file. Further, in the event Frontier exercises its right to terminate this Settlement Agreement, this Settlement Agreement shall be considered null and void and have no force or effect, no person or entity shall be bound by any of its terms or conditions, and the rights of all persons or entities with respect to the claims and defenses asserted in the Action shall be restored to the positions existing immediately prior to execution of this Settlement Agreement.
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Related to TERMINATION BY FRONTIER

  • Termination by Owner The Owner may terminate this Agreement in whole or in part, for the failure of the Consultant to:

  • Termination by Company The Company is authorized to terminate this Fee Agreement at any time with respect to all or part of the Project upon providing the County with thirty (30) days’ written notice; provided, however, that (i) any monetary obligations existing hereunder and due and owing at the time of termination to a party hereto (including without limitation any amounts owed with respect to Section 4.03 hereof); and (ii) any provisions which are intended to survive termination shall survive such termination. In the year following such termination, all property shall be subject to ad valorem taxation or such other taxation or fee in lieu of taxation that would apply absent this Fee Agreement. The Company’s obligation to make FILOT Payments under this Fee Agreement shall terminate in the year following the year of such termination pursuant to this section.

  • 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 You You may cancel your acceptance of this Contract by delivering notice to XOOM by way of mail, fax, e-mail or by personal delivery, in the following circumstances:

  • 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 at any time prior to the Closing by Seller, by written notice to Buyer:

  • 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 Employer (i) Employer may terminate this Agreement upon written notice for Cause. For purposes hereof, "

  • Termination by Company for Cause Subject to Section 3.2, the Company may terminate Employee’s employment and all of the Company’s obligations under this Agreement at any time “For Cause” (as defined below) by giving notice to Employee stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. “For Cause” shall mean any of the following: (i) Employee’s willful and continued failure to substantially perform the reasonably assigned duties with the Company which are consistent with Employee’s position and job description referred to in this Agreement, other than any such failure resulting from incapacity due to physical or mental illness, after a written notice is delivered to Employee by the Board of Directors of the Company which specifically identifies the manner in which Employee has not substantially performed the assigned duties and allowing Employee thirty (30) days after receipt by Employee of such notice to cure such failure to perform, (ii) material breach of this or any other written agreement between Employee and the Company which is not cured within thirty (30) days after receipt by the Employee from the Company of written notice of such breach, (iii) any material violation of any written policy of the Company which is not cured within thirty (30) days after receipt by Employee from the Company of written notice of such violation, (iv) Employee’s willful misconduct which is materially and demonstrably injurious to the Company, (v) Employee’s conviction by a court of competent jurisdiction of, or his pleading guilty or nolo contendere to, any felony, or (vi) Employee’s commission of an act of fraud, embezzlement, or misappropriation against the Company or any breach of fiduciary duty or breach of the duty of loyalty, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated For Cause unless and until there shall have been delivered to Employee a copy of a resolution, duly adopted by the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board of Directors Employee committed the conduct set forth above in (i), (ii), (iii), (iv), (v) or (vi) of this Section and specifying the particulars thereof in detail.

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

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