Termination by Parent. This Agreement may be terminated at any time prior to the Effective Time by action of the Board of Directors of Parent, after consultation with its outside legal advisors, if:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (R&b Falcon Corp), Agreement and Plan of Merger (R&b Falcon Corp), Agreement and Plan of Merger (Transocean Sedco Forex Inc)
Termination by Parent. This Agreement may be terminated at At any time prior to the Effective Time Time, this Agreement may be terminated by Parent, by action of the its Board of Directors of Parent, after consultation with its outside legal advisorsDirectors, if:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lamar Advertising Co/New), Employment Agreement (Devon Energy Corp/De), Agreement and Plan of Merger (Ocean Energy Inc /Tx/)
Termination by Parent. This Agreement may be terminated at any time prior to the Effective Time by action Time, whether before or after (except as otherwise provided below) receipt of the Board of Directors of Company Unitholder Approval, by Parent, after consultation with its outside legal advisorscounsel, if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transocean Ltd.), Agreement and Plan of Merger (Transocean Partners LLC)
Termination by Parent. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time by action of the Board board of Directors directors of Parent, after consultation with its outside legal advisors, Parent if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exelis Inc.), Agreement and Plan of Merger (Harris Corp /De/)
Termination by Parent. This Agreement may be terminated at At any time prior to the Effective Time Time, this Agreement may be terminated by Parent, by action of the Board its board of Directors of Parent, after consultation with its outside legal advisorsdirectors, if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western Refining, Inc.), Agreement and Plan of Merger (Giant Industries Inc)
Termination by Parent. This Agreement may be terminated at any time prior to the Effective Time by action of the Board of Directors of Parent, after consultation with its outside legal advisors, Parent if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Florida Public Utilities Co), Agreement and Plan of Merger (Chesapeake Utilities Corp)
Termination by Parent. This Agreement may be terminated at any time prior to the Effective Time Time, by action of the Board of Directors of Parent, after consultation with its outside legal advisors, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Erc Industries Inc /De/)
Termination by Parent. This Agreement may be terminated at any time prior to the Effective Time Time, by action of the Board of Directors of Parent, Parent after consultation with its outside legal advisors, if:: (a) the Board of Directors of Parent determines that proceeding with the Merger would be inconsistent with its fiduciary obligations by reason of a Parent Superior Proposal and elects to terminate this Agreement effective prior to the Cutoff Date; provided that Parent may not effect such termination pursuant to this Section 9.4(a) unless and until (i) the Company receives at least one week's prior
Appears in 1 contract
Samples: Iii 5 Agreement and Plan of Merger (Baker Hughes Inc)
Termination by Parent. This Agreement may be terminated at any time prior to the Effective Time Time, by action of the Board of Directors of Parent, Parent after consultation with its outside legal advisors, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Circle International Group Inc /De/)
