Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by Parent, by action of its board of directors:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Xueda Education Group), Agreement and Plan of Merger (Fushi Copperweld, Inc.), Agreement and Plan of Merger (Ninetowns Internet Technology Group Co LTD)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned by written notice at any time prior to the Effective Time by Time, before or after any action of the Board of Directors of Parent, by action of its board of directorsif:
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Divine Inc), Agreement and Plan of Merger (Divine Inc), Agreement and Plan of Merger (Eshare Communications Inc)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice action of the Board of Directors of Parent, at any time prior to the Effective Time Time, before or after the approval by Parentthe stockholders of the Company, by action of its board of directorsif:
Appears in 4 contracts
Samples: 7 Agreement and Plan of Merger (Neurex Corp/De), Agreement and Plan of Merger (Elan Corp PLC), Agreement and Plan of Merger (Biovail Corporation International)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by Parent, by action of its board the Board of directorsDirectors of Parent if:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Detroit Edison Co), Agreement and Plan of Merger (MCN Energy Group Inc), Agreement and Plan of Merger (Dte Energy Co)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after the approval by Parentthe stockholders of Parent referred to in Section 7.1(a), by action of its board the Board of directorsDirectors of Parent:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Jfax Com Inc), Agreement and Plan of Merger (Efax Com Inc), Agreement and Plan of Merger (Efax Com Inc)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, before or after the approval by Parentthe stockholders of Parent referred to in Section 7.1(a), by action of its the board of directorsdirectors of Parent:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Thomas & Betts Corp), Agreement and Plan of Merger (Allegheny Power System Inc), Agreement and Plan of Merger (Augat Inc)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by ParentTime, whether before or after the shareholder approvals referred to in Section 7.01(a), by action of its board of directorsthe Parent Board, in the event that:
Appears in 3 contracts
Samples: Merger Agreement (American River Bankshares), Agreement and Plan of Merger (Bank of Marin Bancorp), Agreement and Plan of Merger (Bank of Marin Bancorp)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by Parent, by action of its the board of directorsdirectors of Parent at any time prior to the Effective Time, whether before or after the Requisite Parent Vote is obtained (unless otherwise specified below), upon written notice to the Company specifying the provision of this Agreement pursuant to which such termination is effective, if:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cleveland-Cliffs Inc.), Agreement and Plan of Merger (Ak Steel Holding Corp), Agreement and Plan of Merger (Cleveland-Cliffs Inc.)
Termination by Parent. This Agreement may be terminated upon written notice to the Company, and the Merger may be abandoned by written notice abandoned, at any time prior to the Effective Time by ParentTime, by action of its board the Board of directorsDirectors of Parent, if:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Plato Learning Inc), 1 Agreement and Plan of Merger (Plato Learning Inc), Agreement and Plan of Merger (Wasatch Interactive Learning Corp)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, before or after the approval by Parentthe stockholders of Parent referred to in Section 7.1(a), by action of its board the Board of directorsDirectors of Parent if:
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Bellsouth Corp)
Termination by Parent. This Agreement may be terminated and the Merger and other Transactions may be abandoned by written notice at any time prior to the Effective Time Time, before or after Stockholder Approval, by Parent, by action of its board of directorsif:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Senorx Inc), Agreement and Plan of Merger (Bard C R Inc /Nj/), Agreement and Plan of Merger (Specialized Health Products International Inc)
Termination by Parent. This Agreement may be terminated and --------------------- the Merger may be abandoned by written notice at any time prior to the Effective Time by Parentacceptance for payment of Shares pursuant to the Offer, by action of its board the Board of directors:Directors of Parent, if
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ohm Corp), Agreement and Plan of Merger (Ohm Corp), Agreement and Plan of Merger (International Technology Corp)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by ParentTime, whether before or after the stockholder or shareholder approvals referred to in Section 7.01(a), by action of its board of directorsthe Parent Board, in the event that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/), Agreement and Plan of Merger (Community Bancorp Inc)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after approval by Parentshareholders of the Company referred to in Section 7.01(a), by action of its board of directorsthe Parent Board, in the event that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metrocorp Inc), Shareholder Agreement (Centennial Bank Holdings, Inc.)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after the approval of the Merger by Parentthe Company Requisite Vote, by action of its board the Board of directorsDirectors of Parent if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pixelworks Inc), Agreement and Plan of Reorganization (Triquint Semiconductor Inc)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time (a) prior to the Effective Time by Parent, by action of its board the Board of directors:Directors of Parent if due to an occurrence or circumstance which resulted in a failure to satisfy any of the Offer Conditions, and Merger Sub shall have terminated the Offer in accordance with the terms hereof (including, without limitation, taking no position in response to a tender offer by a Person other than any of the Parent Companies),
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abr Information Services Inc), Agreement and Plan of Merger (Ceridian Corp)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time acceptance of Shares for payment pursuant to the Offer (or, if the Offer has been terminated and this Agreement remains in effect, prior to approval of this Agreement by Parentthe Company Requisite Vote), by action of its board of directorsthe Parent Board if:
Appears in 2 contracts
Samples: Defined Terms (Georgia Pacific Corp), Defined Terms (Unisource Worldwide Inc)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by Parent, by action of its board the Board of directorsDirectors of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fair Isaac & Company Inc), Agreement and Plan of Merger (HNC Software Inc/De)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after the approvals by Parentthe stockholders of the Company and Parent referred to in Section 7.1(a), by action of its board of directorsthe Parent Board if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steelcloud Inc), Agreement and Plan of Merger (V One Corp/ De)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by ParentTime, by action of the Board of Directors of Parent, if (a) the Company Board shall have (i) withdrawn or modified in a manner materially adverse to Parent its board approval or recommendation of directors:this Agreement or the Merger or (ii) recommended an Alternative Proposal to the Company stockholders, or (b) there has been a breach by the Company of any representation or warranty contained in this Agreement that has had or is
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Engineering Measurements Co), Agreement and Plan of Reorganization (Advanced Energy Industries Inc)
Termination by Parent. This Agreement may be terminated and the Merger transactions contemplated hereby may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after the approval of the Arrangement by Parentthe Company Common Shareholders and holders of Company Options and Company RSUs or the approval of either of the Parent Proposals by the Parent Common Stockholders, by action of its board the Board of directorsDirectors of Parent if:
Appears in 2 contracts
Samples: Combination Agreement (Moore Wallace Inc), Combination Agreement (Donnelley R R & Sons Co)
Termination by Parent. This Agreement may be terminated upon --------------------- written notice to the Company and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, before or after the approval by Parentholders of Parent Shares, by action of its board the Board of directorsDirectors of Parent, if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Usweb Corp), Agreement and Plan of Merger (Usweb Corp)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after the approval by Parentthe shareholders of the Company referred to in Section 7.1(a), by action of its the board of directorsdirectors of Parent, if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American General Corp /Tx/), Agreement and Plan of Merger (American General Corp /Tx/)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after adoption of this Agreement by Parentthe stockholders of the Company or Merger Sub, by action of its board the Board of directorsDirectors of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Firearms Training Systems Inc), Agreement and Plan of Merger (Meggitt USA Inc)
Termination by Parent. This Agreement may be terminated and the Offer and the Merger may be abandoned by written notice at any time prior to the Effective Time by ParentAcceptance Time, by action of its board the Board of directors:Directors of Parent
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Actelion US Holding CO), Agreement and Plan of Merger (Cotherix Inc)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by Parent, Parent by action of its board of directorsChief Executive Officer or Chief Financial Officer:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Netopia Inc), Agreement and Plan of Merger (Netopia Inc)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after any approval of the matters presented in connection with the Merger by Parentthe stockholders of Company, by action of its board the Board of directorsDirectors of Parent, if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Francisco Partners II LP), Agreement and Plan of Merger (Quadramed Corp)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, before or after the approval by Parentthe stockholders of the Company referred to in Section 7.1(a), by action of its board the Board of directorsDirectors of Parent if:
Appears in 2 contracts
Samples: Stockholder Agreement (Premark International Inc), Agreement and Plan of Merger (Premark International Inc)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by ParentTime, whether before or after receipt of the Company Stockholder Approval, by action written notice of its board of directorsParent if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sealy Corp), Agreement and Plan of Merger (Tempur Pedic International Inc)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by ParentTime, whether before or after the Shareholder Vote shall have been obtained, by action of its board of directorsParent if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electro Rent Corp), Agreement and Plan of Merger (Electro Rent Corp)
Termination by Parent. This Agreement may be terminated upon written notice to the Company and the Merger may be abandoned by written notice at any time prior to the Effective Time by Time, before or after any action of the Board of Directors of Parent, by action of its board of directorsif:
Appears in 2 contracts
Samples: Stockholder Agreement (Axs One Inc), Stockholder Agreement (Unify Corp)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after the adoption of this Agreement by Parentthe Company Requisite Vote, by action of its the board of directorsdirectors of Parent, if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Primoris Services Corp), Agreement and Plan of Merger (Willbros Group, Inc.\NEW\)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Closing, whether before or after the Requisite Company Vote shall have been obtained, by Parent, Parent by action of its board Board of directorsDirectors if:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned abandoned, whether before or after the approval by written notice the stockholders of the Company referred to in Section 7.1(a), at any time prior to the Effective Time by Parent, by action of its the board of directorsdirectors of Parent if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bristol West Holdings Inc)
Termination by Parent. This Agreement may be terminated terminated, and the Merger may be abandoned by written notice abandoned, at any time prior to the Effective Time Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 5.1(a), by Parent, by action of its board of directorswith written notice to the Company, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integramed America Inc)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by ParentTime, by action of its the board of directors:directors of Parent, if the board of directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement or the Merger or if all conditions to Closing set forth in Section 8.3 hereof shall not have been waived or satisfied by the Outside Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Panoramic Care Systems Inc)
Termination by Parent. This Agreement may be terminated and the Merger Mergers may be abandoned by written notice at any time prior to the First Step Effective Time by Parent, Parent as authorized by action its Board of its board of directorsDirectors:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ceco Environmental Corp)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Closing, before or after the approval by Parentholders of Shares, by action of the Board of Directors of Parent, if there is a material breach of any of the representations and warranties of the Company or if the Company shall have failed to comply in any material respect with any of its board covenant or agreements contained herein to be complied with or performed by the Company at or prior to such date of directors:termination.
Appears in 1 contract
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after the approval by Parentstockholders of Parent referred to in SECTION 7.1(a), by action of its board the Board of directorsDirectors of Parent:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after the approval by Parentthe stockholders of Parent referred to in Section 7.1(a), by action of the Board of Directors of Parent if the Board of Directors of the Company shall have withdrawn or adversely modified its board approval or recommendation of directors:this Agreement contemplated by Section 6.4 or failed to reconfirm such recommendation of this Agreement within five business days after a written request by Parent to do so.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American International Group Inc)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, before or after the approval by Parentthe shareholders of the Company referred to in Section 7.1(a), by action of its board the Board of directorsDirectors of Parent if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Union Carbide Corp /New/)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice action of the Board of Directors of Parent at any time prior to the Effective Time Time, whether before or after the approval of the Merger by Parentthe Company Requisite Vote, by action of its board of directorsif:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Strategic Diagnostics Inc/De/)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after the approval of the Merger by Parentthe Company Shareholder Approval or the date of approval of the Parent Amendments by the Parent Stockholders’ Meeting, by action of its the board of directorsdirectors of Parent, if:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after the receipt of the approval of the Company's Stockholders required by Section 7.01(c), by written notice given to the Company by Parent, by action of its board of directors:
Appears in 1 contract
Samples: Pre Merger Agreement (Dynacare Inc)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after any approval of the matters presented in connection with the Merger by Parentthe stockholders of Company, by action of its board the Board of directorsDirectors of Parent, if :
Appears in 1 contract
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, before or after the approval by Parentthe shareholders of the Company referred to in Section 8.1(a), by action of its board the Board of directorsDirectors of Parent if:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after the consummation of the Tender Offer or the approval by Parentthe stockholders of Parent referred to in Section 7.1(a), by action of its board the Board of directors:Directors of Parent if (a) the Company enters into a binding agreement for, or recommends, a Superior Proposal or the Board of Directors of the Company shall have withdrawn or adversely modified its
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Bankers Insurance Group Inc)
Termination by Parent. This Agreement may be terminated and the Merger and other transactions contemplated by this Agreement may be abandoned by written notice at any time prior to the Effective Time by Parent, by action of its the board of directorsdirectors of Parent if:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated terminated, and the Merger may be abandoned by written notice abandoned, at any time prior to the Effective Time by Parentwhether before or after the Company Stockholder Approval is obtained (except as set forth below), by action of its board of directorsParent if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Habit Restaurants, Inc.)
Termination by Parent. This Agreement may be terminated and the Offer and the Merger may be abandoned by written notice at any time prior to the Effective Time by Parent, Acceptance Date by action of its the board of directorsdirectors of Parent if:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice Parent, at any time prior to the Effective Time Time, before or after the approval by Parentthe stockholders of the Company, by action of its board of directorsif:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bridgeport Machines Inc)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by Parent(or, in the case of clause (a) below, prior to the time that the Requisite Company Vote has been obtained) by action of its the board of directorsdirectors of Parent if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genworth Financial Inc)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by ParentTime, by action of its the board of directorsdirectors of Parent, on behalf of Parent and Purchaser, whether or not the Company Shareholder Approval has been obtained:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after approval by Parentshareholders of the Company and Merger Subsidiary referred to in Section 7.01(a), by action of its board of directorsthe Parent Board, in the event that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, whether before or after the approval by Parentthe shareholders of Parent referred to in Section 7.1(a), by action of its the board of directorsdirectors of Parent, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (American General Corp /Tx/)
Termination by Parent. This Agreement may be terminated by Parent, upon prior written notice to the Company, and the Merger Mergers may be abandoned by written notice at any time prior to the Partnership Merger Effective Time by ParentTime, by action of its board of directorswhether before or after the Requisite Company Vote has been obtained except as otherwise expressly noted if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (NorthStar Realty Europe Corp.)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by Parent, by action of its the board of directorsdirectors of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blackhawk Network Holdings, Inc)
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by Parent, by Parent upon action of its the Parent’s board of directors:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by ParentDate, by action of its board the Board of directorsDirectors of Parent, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Physician Corporation of America /De/)
Termination by Parent. This Agreement may be terminated and the Merger and other transactions contemplated hereby may be abandoned by written notice at any time prior to the Effective Time Time, notwithstanding approval thereof by Parentthe Company Stockholders, by action of its board of directorsParent if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Paradigm Genetics Inc)
Termination by Parent. This Agreement may be terminated and the --------------------- Merger may be abandoned by written notice at any time prior to the Effective Time Time, before or after the approval by Parentthe stockholders of the Company referred to in Section 7.1(a) and before or after the Stockholders Meeting, by action of its board the Board of directorsDirectors of Parent if:
Appears in 1 contract
Samples: Stockholder Agreement (Alza Corp)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by action of its the board of directorsdirectors of Parent, if:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by ParentTime, by action of its board the Parent Board of directorsDirectors if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Comverse Technology Inc/Ny/)
Termination by Parent. This Agreement may be terminated by Parent --------------------- upon written notice to the Company and the Merger may be abandoned by written notice at any time prior to the Effective Time Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by action of its the board of directorsdirectors of Parent, if:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated and the Merger may be abandoned by written notice at any time prior to the Effective Time by ParentTime, by action of its board the Board of directors:Directors of Parent, if
Appears in 1 contract
