Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective 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 any action of the Board of Directors of Parent, if:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Divine Inc), Agreement and Plan of Merger (Divine Inc), Agreement and Plan of Merger (Eprise Corp)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after Time (notwithstanding any approval of this Agreement by the approval (if necessary) shareholders of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if:Company):
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Sigma Designs Inc), Agreement and Plan of Merger (Silicon Laboratories Inc), Agreement and Plan of Merger (Pericom Semiconductor 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, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger Time by the stockholders of Parent, by any action of the Board its board of Directors of Parent, ifdirectors:
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 action of the Board of Directors of Parent, at any time prior to the Effective 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 any action of the Board of Directors of ParentCompany, if:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Camelot Music Holdings Inc), 7 Agreement and Plan of Merger (Neurex Corp/De), Agreement and Plan of Merger (Elan Corp PLC)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior by Parent by providing written notice to the Effective 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 any action of the Board of Directors of Parent, Company if:
Appears in 4 contracts
Samples: Registration Rights Agreement (Monterey Capital Acquisition Corp), Registration Rights Agreement (Locust Walk Acquisition Corp.), Agreement and Plan of Merger (Lifesci Acquisition II Corp.)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective 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 any action of the Board of Directors of Parent, if:
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Divine Inc), Agreement and Plan of Merger (Eshare Communications Inc), Agreement and Plan of Merger (Divine Inc)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned by Parent at any time prior to the Effective TimeClosing, before or after notwithstanding the approval (if necessary) adoption of the issuance of the Parent Shares in connection with the Merger this Agreement by the stockholders of Parentthe Company or Merger Sub, by any action of written notice to the Board of Directors of Parent, ifCompany:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wyndham Hotels & Resorts, Inc.), Agreement and Plan of Merger (Wyndham Worldwide Corp), Agreement and Plan of Merger (La Quinta Holdings Inc.)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentParent referred to in Section 7.1(a), by any action of the Board of Directors of Parent, 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 by Parent upon written notice to the Company and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentStockholder Approval, by any action of the Board of Directors of Parent, if:
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 by Parent upon written notice to the Company Company, and the Merger may be abandoned abandoned, at any time prior to the Effective 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 any action of the Board of Directors 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 by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentParent referred to in Section 7.1(a), by any action of the Board of Directors of Parent, if:
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 by Parent upon written notice to the Company and --------------------- the Merger may be abandoned at any time prior to the Effective Time, before or after acceptance for payment of Shares pursuant to the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentOffer, by any action of the Board of Directors of Parent, if:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ohm Corp), Agreement and Plan of Merger (International Technology Corp), Agreement and Plan of Merger (Ohm Corp)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentParent referred to in Section 7.1(a), by any action of the Board board of Directors directors of Parent, if:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Augat Inc), Agreement and Plan of Merger (Allegheny Power System Inc), Agreement and Plan of Merger (Thomas & Betts Corp)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of Parent at any time prior to the Effective Time, whether before or after the approval Requisite Parent Vote is obtained (if necessary) unless otherwise specified below), upon written notice to the Company specifying the provision of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parentthis Agreement pursuant to which such termination is effective, if:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ak Steel Holding Corp), Agreement and Plan of Merger (Cleveland-Cliffs Inc.), Agreement and Plan of Merger (Cleveland-Cliffs Inc.)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) of the issuance shareholder approvals referred to in Section 7.01(a), by action of the Parent Shares Board, in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, ifevent 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 by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective 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 any action of the Board of Directors of Parent, if:
Appears in 2 contracts
Samples: Stockholder Agreement (Unify Corp), Stockholder Agreement (Axs One Inc)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) by the shareholders of the issuance of the Parent Shares Company referred to in connection with the Merger by the stockholders of ParentSection 7.1(a), by any action of the Board board of Directors directors 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 by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parentthe Company referred to in Section 7.1(a), by any action of the Board of Directors of Parent, 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 by Parent upon written notice to the Company and the Merger may be abandoned by Parent by notice to the Company at any time prior to the Effective Purchase 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 any action of the Board of Directors of Parent, if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Excel Technology Inc), Agreement and Plan of Merger (Gsi Group Inc)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the any approval (if necessary) of the issuance of the Parent Shares matters presented in connection with the Merger by the stockholders of ParentCompany, by any action of the Board of Directors 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 by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) adoption of the issuance of the Parent Shares in connection with the Merger this Agreement by the stockholders of Parentthe Company or Merger Sub, by any action of the Board of Directors of Parent, if:
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 by Parent upon --------------------- written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) by holders of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentShares, by any action of the Board of Directors 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 by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) of the issuance stockholder or shareholder approvals referred to in Section 7.01(a), by action of the Parent Shares Board, in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, ifevent 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 by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) of the issuance of Company Stockholder Approval or the Parent Shares in connection with the Merger by the stockholders of ParentStockholder Approval, by written notice of Parent (with any action of the Board of Directors of Parent, if:termination by Parent also being an effective termination by Merger Sub):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cleveland Cliffs Inc), Agreement and Plan of Merger (Alpha Natural Resources, Inc.)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective 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 any action of the Board of Directors of Parent, if:if (a) the Company Board shall have (i) withdrawn or modified in a manner materially adverse to Parent its approval or recommendation of 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 (Advanced Energy Industries Inc), Agreement and Plan of Reorganization (Engineering Measurements Co)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) adoption of the issuance of the Parent Shares in connection with the Merger this Agreement by the stockholders of ParentCompany Requisite Vote, by any action of the Board board of Directors directors 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 by Parent upon written notice to the Company and the Merger transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) of the issuance Arrangement by the Company Common Shareholders and holders of Company Options and Company RSUs or the approval of either of the Parent Shares in connection with the Merger Proposals by the stockholders of ParentParent Common Stockholders, by any action of the Board of Directors of Parent, 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 by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) receipt of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentCompany Stockholder Approval, by any action written notice of the Board of Directors of Parent, Parent 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 by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective TimeParent and Merger Sub, before or after the approval (if necessary) collectively beneficially owning a majority of the issuance outstanding shares on a fully diluted basis (so long as the Company has complied with its obligations under Section 1.4 of the Parent Shares in connection with the Merger this Agreement) by the stockholders of Parent, by any action of the Board of Directors of Parent, if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merck & Co Inc), Agreement and Plan (Merck & Co Inc)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Timeacceptance of Shares for payment pursuant to the Offer (or, before or after if the Offer has been terminated and this Agreement remains in effect, prior to approval (if necessary) of this Agreement by the issuance Company Requisite Vote), by action of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, if:
Appears in 2 contracts
Samples: Defined Terms (Unisource Worldwide Inc), Defined Terms (Georgia Pacific Corp)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentCompany Requisite Vote, by any action of the Board of Directors of Parent, 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 by Parent upon written notice to the Company and the Merger may be abandoned at any time (a) prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger Time by the stockholders of Parent, by any action of the Board of Directors of ParentParent if due to an occurrence or circumstance which resulted in a failure to satisfy any of the Offer Conditions, if: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 (Ceridian Corp), Agreement and Plan of Merger (Abr Information Services Inc)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger approvals by the stockholders of Parentthe Company and Parent referred to in Section 7.1(a), by any action of the Parent Board of Directors of Parent, 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 by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) by shareholders of the issuance Company referred to in Section 7.01(a), by action of the Parent Shares Board, in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, ifevent 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 by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentShareholder Vote shall have been obtained, by any action of the Board of Directors of Parent, Parent 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 by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders shareholders of ParentParent referred to in Section 7.1(a), by any action of the Board board of Directors directors 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 written --------------------- notice to the Company Company, and the Merger may be abandoned abandoned, at any time prior to the Effective 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 any action of the Board of Directors any senior executive officer of Parent, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blue Wave Systems Inc)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) by the shareholders of the issuance of the Parent Shares Company referred to in connection with the Merger by the stockholders of ParentSection 7.1(a), by any action of the Board of Directors of Parent, Parent if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Union Carbide Corp /New/)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of written notice by Parent, by any action of its board of directors, to the Board of Directors of Parent, ifCompany:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective TimeClosing, whether before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentRequisite Company Vote shall have been obtained, by any Parent by action of the its Board of Directors of Parent, if:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company terminated, and the Merger may be abandoned abandoned, at any time prior to the Effective Time, Time whether before or after the approval Company Stockholder Approval is obtained (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parentexcept as set forth below), by any action of the Board of Directors of Parent, Parent if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Habit Restaurants, Inc.)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company Company, and the Merger may be abandoned abandoned, at any time prior to the Effective 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 any action of the Board of Directors of Parent, if:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the any approval (if necessary) of the issuance of the Parent Shares matters presented in connection with the Merger by the stockholders of ParentCompany, by any action of the Board of Directors of Parent, ifif :
Appears in 1 contract
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective TimeTime (or, before or after in the approval case of clause (if necessarya) of below, prior to the issuance of time that the Parent Shares in connection with the Merger Requisite Company Vote has been obtained) by the stockholders of Parent, by any action of the Board board of Directors directors of Parent, Parent if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genworth Financial Inc)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentParent referred to in SECTION 7.1(a), by any action of the Board of Directors of Parent, if:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) by shareholders of the issuance Company and Merger Subsidiary referred to in Section 7.01(a), by action of the Parent Shares Board, in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, ifevent that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company terminated, and the Merger may be abandoned abandoned, at any time prior to the Effective Time, whether before or after the approval (if necessary) adoption of the issuance of the Parent Shares in connection with the Merger this Agreement by the stockholders of the Company referred to in Section 5.1(a), by Parent, by any action of with written notice to the Board of Directors of ParentCompany, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integramed America Inc)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective 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 any action of the Board board of Directors directors of Parent, if:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentParent referred to in Section 7.1(a), by any action of the Board of Directors of Parent, if:Parent if the Board of Directors of the Company shall have withdrawn or adversely modified its approval or recommendation of 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 by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) receipt of the issuance approval of the Parent Shares in connection with the Merger Company's Stockholders required by the stockholders of ParentSection 7.01(c), by any action of written notice given to the Board of Directors of Company by Parent, if:
Appears in 1 contract
Samples: Pre Merger Agreement (Dynacare Inc)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned by Parent at any time prior to the Effective Time, before or after Purchase Time by written notice by Parent to the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by any action of the Board of Directors of Parent, ifCompany:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) by action of the issuance board of the Parent Shares in connection with the Merger by the stockholders directors of Parent, by any action on behalf of Parent and Purchaser, whether or not the Board of Directors of Parent, ifCompany Shareholder Approval has been obtained:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated by Parent Parent, upon prior written notice to the Company Company, and the Merger Mergers may be abandoned at any time prior to the Partnership Merger Effective Time, whether 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 any action of the Board of Directors of Parent, 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 by Parent upon written notice to the Company and the Merger may be abandoned by action of the Board of Directors of Parent at any time prior to the Effective Time, whether 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 any action of the Board of Directors of ParentCompany Requisite Vote, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Strategic Diagnostics Inc/De/)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders Company Shareholder Approval or the date of Parentapproval of the Parent Amendments by the Parent Stockholders’ Meeting, by any action of the Board board of Directors directors of Parent, if:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned abandoned, whether before or after the approval by the stockholders of the Company referred to in Section 7.1(a), at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger Time by the stockholders of Parent, by any action of the Board board of Directors directors of Parent, Parent if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bristol West Holdings Inc)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) by action of the issuance board of the Parent Shares in connection with the Merger by the stockholders directors of Parent, by any action if the board of directors of the Board Company shall have withdrawn or modified its approval or recommendation of Directors of Parent, if: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 by Parent upon written notice to and the Company Offer and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger Acceptance Date by the stockholders of Parent, by any action of the Board board of Directors directors of Parent, Parent if:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective TimeClosing, before or after the approval (if necessary) by holders of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentShares, by any action of the Board of Directors of Parent, if: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 covenant or agreements contained herein to be complied with or performed by the Company at or prior to such date of termination.
Appears in 1 contract
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger and other transactions contemplated hereby may be abandoned at any time prior to the Effective Time, before or after the notwithstanding approval (if necessary) of the issuance of the Parent Shares in connection with the Merger thereof by the stockholders of ParentCompany Stockholders, by any action of the Board of Directors of Parent, Parent if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Paradigm Genetics Inc)
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the --------------------- Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parentthe Company referred to in Section 7.1(a) and before or after the Stockholders Meeting, by any action of the Board of Directors of Parent, 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 at any time prior to the Effective Time, whether before or after the approval (if necessary) consummation of the issuance of Tender Offer or the Parent Shares in connection with the Merger approval by the stockholders of ParentParent referred to in Section 7.1(a), by any action of the Board of Directors of ParentParent if (a) the Company enters into a binding agreement for, if: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 by Parent upon written notice to the Company and the Merger may be abandoned by Parent, at any time prior to the Effective 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 any action of the Board of Directors of ParentCompany, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bridgeport Machines Inc)
Termination by Parent. This Agreement may be terminated by Parent --------------------- upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective 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 any action of the Board board of Directors directors of Parent, if:
Appears in 1 contract
Termination by Parent. This Agreement may be terminated by Parent upon written notice to the Company and the Merger may be abandoned at any time prior to the Effective Time, before or after the approval (if necessary) by the shareholders of the issuance of the Parent Shares Company referred to in connection with the Merger by the stockholders of ParentSection 8.1(a), by any action of the Board of Directors of Parent, Parent if:
Appears in 1 contract
