Termination by Purchaser. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, before or after approval of the holders of Common Stock, by action of the Board of Directors of Purchaser:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pearson Merger Co Inc), Agreement and Plan of Merger (All American Communications Inc)
Termination by Purchaser. This Agreement may be terminated and the Merger and the other Transactions ------------------------ may be abandoned at any time prior to the Effective Time, before or after the approval of the by holders of Common StockShares, by action of the Board of Directors of Purchaser:, if the Offer shall have been terminated because of the failure of any of the conditions set forth in Annex A.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Seda Specialty Packaging Corp), Agreement and Plan of Merger and Reorganization (Seawolf Acquisition Corp)
Termination by Purchaser. This Agreement may be terminated and the Merger and the other Transactions transactions contemplated hereby may be abandoned at any time prior to the Effective Time, before or after the approval of the by holders of Common StockShares, by action of the Board of Directors of Purchaser, if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unimed Pharmaceuticals Inc), Agreement and Plan of Merger (Solvay S a /Adr/)
Termination by Purchaser. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time by Purchaser prior to the Effective Time, either before or after approval of the holders of Common Stock, by action of the Board of Directors of PurchaserCompany Stockholder Approval has been obtained:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Golfsmith International Holdings Inc)
Termination by Purchaser. This The Merger Agreement may be terminated and the Merger and the other Transactions Offer may be abandoned by Purchaser at any time prior to the Effective Acceptance Time, before or after approval of the holders of Common Stock, by action of the Board of Directors of Purchaser:
Appears in 1 contract
Samples: Stiefel Laboratories, Inc.
Termination by Purchaser. This Agreement may be terminated and the Merger and the other Transactions transactions contemplated hereby may be abandoned at any time prior to the Effective Time, before or after approval of the holders of Common StockStock Purchase Closing, by action of the Board of Directors of Purchaser:, if (a) Holdings or the Company shall have failed to comply in any material respect with any of the material covenants or agreements contained in this Agreement to be complied with or performed by Holdings or the Company at the time of such termination and such failure has
Appears in 1 contract
Samples: Stock Purchase and Merger Agreement (Partners Health Plan of Pennsylvania Inc)
Termination by Purchaser. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, before by Purchaser and Merger Sub, whether or after approval of not the holders of Common Stock, by action of the Board of Directors of PurchaserCompany Shareholder Approval has been obtained:
Appears in 1 contract
Termination by Purchaser. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, before or after approval of the holders of Common Stock, Time by action of the Board of Directors of the Purchaser:, if there has been a breach by the Principal Shareholders of any representation or warranty contained in this Agreement which would have or would be reasonably likely to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Plan and Agreement of Merger (Philadelphia Consolidated Holding Corp)
