Termination by PubCo Clause Samples
Termination by PubCo. This Agreement may be terminated by PubCo at any time before the Effective Time:
(a) if and only if prior to or substantially concurrent with such termination, (i) PubCo shall have paid the PubCo Termination Fee (as defined below) to the Company pursuant to Section 7.06 and (ii) PubCo enters into a definitive agreement with respect to the Superior Proposal that did not result from a material breach of Section 5.04 and that remained a Superior Proposal following PubCo’s compliance with the provisions set forth in Section 5.04;
(b) if the Company breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach (i) would give rise to the failure of a condition set forth in Section 6.01 or Section 6.02 and (ii) cannot be cured by the Termination Date, or, if curable, has not been cured by the Company within the earlier of (A) thirty (30) days after the Company’s receipt of written notice of such breach from PubCo and (B) three (3) Business Days prior to the Termination Date; provided, PubCo shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if any PubCo Entity is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement that would result in the conditions to Closing set forth in Section 6.01 or Section 6.03 not to be satisfied; or
(c) if all of the conditions set forth in Section 6.01 and Section 6.03 have been satisfied (other than any condition the failure of which to be satisfied has been principally caused by the breach of this Agreement by the Company or any of its Affiliates and conditions that, by their nature, are to be satisfied at Closing and which were, at the time of termination, capable of being satisfied) and the Company has failed to fulfill its obligation and agreement herein to consummate the Closing within three (3) Business Days following written notice of such satisfaction from PubCo and that PubCo is ready, willing and able to consummate the Transactions.
Termination by PubCo. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by action of the Board of Directors of Pubco, if:
(a) (i) any of GlobalOptions' representations and warranties shall have been inaccurate as of the date of this Agreement, such that the conditions set forth in SECTION 6.2(A) would not be satisfied, or (ii) if (A) any of GlobalOptions' representations and warranties become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the conditions set forth in SECTION 6.2(A) would not be satisfied and (B) such inaccuracy has not been cured by GlobalOptions within twenty (20) business days after its receipt of written notice thereof and remains uncured at the time notice of termination is given, or (iii) any of GlobalOptions' covenants contained in this Agreement shall have been breached, such that the conditions set forth in SECTION 6.2(B) would not be satisfied; or
(b) if, since the date of this Agreement, there shall have occurred any Material Adverse Effect on GlobalOptions.
Termination by PubCo. This Agreement may be terminated at any time prior to the Closing by PubCo, if there has been one or more breaches by RAVEN or either of the Selling Shareholders of any representations, warranties, covenants, or agreements contained in this Agreement which would entitle PubCo not to close pursuant to Section 5.1; provided however, that PubCo may not terminate this Agreement pursuant to this Section unless, within ten (10) days of becoming aware of such breach, PubCo has given written notice of such breach to RAVEN and/or the Selling Shareholders, as applicable and has provided such party with thirty (30) days to cure such breach.
Termination by PubCo. 40 Section 7.5 Effect of Termination and Abandonment.................................40 Section 7.6 Amendment.............................................................40 Section 7.7 Extension; Waiver.....................................................40