Termination by Investors Sample Clauses

Termination by Investors. This Agreement may be terminated at any time prior to the Closing Date by action of the Investors that are purchasing Debentures and Senior Notes representing at least sixty percent (60%) of the aggregate principal balance of all Debentures and Senior Notes to be issued and sold pursuant to this Agreement if (a) there has been a breach by the Company of any representation or warranty contained in this Agreement which would have or would be likely to have a Company Material Adverse Effect; (b) there has been a material breach of any of the covenants or agreements set forth in this Agreement on the part of the Company, which breach is not curable or, if curable, is not cured within thirty (30) days after written notice of such breach given by Investors to the Company; (c) the Board of Directors of the Company shall have withdrawn, modified or changed in a manner adverse to the Investors its approval or recommendation of this Agreement or shall have recommended a Takeover Proposal, or shall have executed an agreement in principle (or similar agreement) or definitive agreement providing for a Takeover Proposal or other business combinations with a person or entity other than the Investors (or the Board of Directors of the Company resolves to do any of the foregoing); or (d) the Investors may terminate this Agreement at any time prior to Closing at their sole election provided, however, that such termination pursuant to this Section 8.4(d) shall be conditioned upon (a) a reasonable determination by the general partner of the CAI Investors that such termination is necessary to fulfill its fiduciary responsibilities to the CAI Investors and (b) the payment by the Investors to the Company of a termination fee in the amount of $2,750,000.
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Termination by Investors. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing Date, by Investors who would hold more than a majority of the shares of the Series A Preferred Stock if the Closing had occurred if, prior to the Closing Date:
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Termination by Investors. 29 Section 8.4 Termination by the Company................................29 Section 8.5 Effect of Termination and Abandonment.....................29 Section 8.6 Liquidated Damages........................................30
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Termination by Investors. The Investors may terminate this Agreement if any condition set forth in Article V shall be incapable of being satisfied.
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Termination by Investors. This Agreement may be terminated and the Investment may be abandoned at any time prior to the Closing Date, before or after any Stockholder Approval, by the Investors if: (a) any of the conditions set forth in Sections 2.3(d) and (e) shall not have been fulfilled within 10 Business Days after the date of execution of this Agreement; or (b) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement (including the obligation to commence the Offer and accept for purchase and pay for Shares upon the terms and subject to the conditions of the Offer) to be complied with or performed by the Company at or prior to the Closing.
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Termination by Investors. 23 7.4 Termination by the Company.....................................................................23 7.5
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Termination by Investors. Each of the Investors may terminate this Agreement as to itself:
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Termination by Investors. The Investors may terminate this Agreement at any time prior to any Closing by written notice to the Company if any of the following has occurred:
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Termination by Investors. This Agreement may be terminated and the Offer or the Merger may be abandoned at any time (a) prior to the Expiration Date, by SDI if the Company shall have failed to comply in all respects with any of the covenants or agreements required by SECTION 6.1 and SECTION 6.2 of this Agreement prior to the Expiration Date (without regard to materiality qualifications that may be contained in any such agreement or covenant or any exceptions for matters that would not reasonably be expected to have a Material Adverse Effect on the Company) except where the failure to so comply results from or results in an event or condition that could not reasonably be expected to have a Material Adverse Effect on the Company, (b) without limiting SDI's rights under clause (d) below, prior to the Expiration Date, by SDI if the Company shall have failed to comply in all material respects with all other material agreements and covenants required by this Agreement to be performed or complied with by it prior to or on the Expiration Date, (c) prior to the Closing Date, by SDI if the Board of Directors shall have recommended to stockholders or authorized or approved an Alternative Proposal or Superior Proposal, or (d) prior to the Closing Date, by SDI if the Company shall have failed to comply in all material respects with its covenants and agreements in SECTION 2.4(a).
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Related to Termination by Investors

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

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

  • 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.

  • Termination by Manager Manager shall have the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days written notice to Owner. Manager shall also have the right to terminate this Agreement upon thirty (30) days written notice to Owner for non-payment of fees and expenses due Manager under the terms of this 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 Consultant Consultant may terminate Consultant's engagement under this Agreement for any reason provided that Consultant gives Company at least thirty (30) days' notice in writing. Company may, at its option, accelerate such termination date to any date at least two weeks after Consultant's notice of termination. Company may, at its option, relieve Consultant of all duties and authority after notice of termination has been provided. All compensation, payments and unvested benefits will cease on the termination date.

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