Termination by Investor. 44 Section 10.4 Termination by the Company...................................44 Section 10.5 Effect of Termination and Abandonment........................45
Termination by Investor. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by the Investor, if the Board of Directors of the Company shall have failed to recommend, or shall have withdrawn, modified or amended in any material respect its approval or recommendations of the Offer or the Merger or shall have resolved to do any of the foregoing, or shall have recommended an Alternative Proposal to the Company's stockholders.
Termination by Investor. This Agreement may be terminated by Investor by written notice to the Debtors if:
Termination by Investor. The Investor may terminate this Agreement at any time prior to any Closing by written notice to the Company if any of the following has occurred:
Termination by Investor. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by the Investor, if (i) the Board of Directors of the Company shall have withdrawn or modified in a manner adverse to Investor its approval or recommendation of this Agreement or the Merger or shall have recommended an Alternative Proposal to the Company's stockholders or (ii) any of the conditions specified in Sections 9.1 and 9.3 shall have not been met or waived by Investor at such time as such condition can no longer be satisfied (provided that the right of Investor to terminate this Agreement pursuant to this clause (ii) shall not be available to Investor if Investor's failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of any such condition).
Termination by Investor. This Agreement may be terminated and the transactions contemplated hereby may be abandoned by action of Investor, at any time prior to the Closing Date, if (a) Parent or its Subsidiaries 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 Parent and its Affiliates at or prior to such date of termination and Parent shall not, within a reasonable period of time after notice of such failure, have cured or commenced prompt and diligent measures which would promptly cure such failure, (b) there shall have been a misrepresentation or breach by Parent with respect to any representation or warranty made by it -50- 56 in this Agreement which would entitle Investor not to consummate the Transactions and such misrepresentation or breach cannot be cured prior to the Closing Date, (c) BD shall have ceased serving Parent as its Chief Executive Officer, (d) the Fair Market Value (as defined in the Stock Exchange Agreement, dated May 20, 1997, between Paul Xxxxx ("Xllex") xnd Parent) during any seven out of the nine consecutive trading days ending on the third trading day immediately prior to the Closing Date would not have resulted in the extinguishment of Parent's obligation to issue additional Parent Common Stock to Allex xx (e) on or before the close of business on November 17, 1997 if Investor shall not be reasonably satisfied with the results of its due diligence investigation of the Contributed Businesses and shall have determined, in its reasonable good faith judgment, that the net adverse effect of the total mix of the additional information not otherwise known to it prior to the date of this Agreement, individually or in the aggregate, would materially decrease the economic benefit of the Transactions to Investor (after giving effect to any increases in value that are attributable to positive aspects of any additional information first made known to Investor after the date of this Agreement).
Termination by Investor. This Agreement may be terminated at ----------------------- any time prior to the Closing, by action of Investor if there has been a material breach by the Company of any representation, warranty, covenant or agreement contained in this Agreement that is not curable or, if curable, is not cured within 15 days after written notice is given by Investor to the Company.
Termination by Investor. 18 7.3 Termination by the Debtors...................................... 18 7.4
Termination by Investor. (A) This Agreement may be terminated by Investor alone, by means of written notice to Company, if there has been a material breach by Company of any representation, warranty, covenant or agreement set forth in the Agreement, which breach has not been cured within fifteen business days following receipt by Company of written notice of such breach.
Termination by Investor. (a) If the SEC requests or requires disclosure, in the Registration Statement or otherwise in connection with the IPO or the transactions contemplated hereby, of the name of the Investor, its manager or investment manager, or the name of any affiliate of the Investor, then:
