Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Board:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Viisage Technology Inc), Agreement and Plan of Merger (Leucadia National Corp), Agreement and Plan of Merger (Texas Instruments Inc)
Termination by the Company. This Agreement may be terminated by the Company acting under the direction of the Company Board, and the Merger and other Transactions may be abandoned at any time prior to or on the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company BoardOffer Payment Date if:
Appears in 6 contracts
Samples: Option Holder Acknowledgement Agreement (Goodys Family Clothing Inc /Tn), Option Holder Acknowledgement Agreement (Goodys Family Clothing Inc /Tn), Acquisition Agreement And (GMM Capital LLC)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a8.1(a), by action of the Company Board:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Motorola Inc), Agreement and Plan of Merger (Symbol Technologies Inc), Agreement and Plan of Merger (Computer Associates International Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company BoardBoard of Directors of the Company:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (American Bankers Insurance Group Inc), Agreement and Plan of Merger (American Bankers Insurance Group Inc), Agreement and Plan of Merger (Oerlikon Buhrle Usa Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval adoption of this Agreement by the stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company BoardBoard of Directors of the Company:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ameritech Corp /De/), Agreement and Plan of Merger (Premark International Inc), Agreement and Plan of Merger (SBC Communications Inc)
Termination by the Company. This Agreement may be terminated and the Merger Mergers may be abandoned at any time prior to the First Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), Time by action of the Board of Directors of the Company Boardif:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Walt Disney Co/), Agreement and Plan of Merger (Walt Disney Co/), Agreement and Plan of Merger (Twenty-First Century Fox, Inc.)
Termination by the Company. This Agreement Plan may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a6.1(a), by action of the Company Boardboard of directors of the Company:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Riggs National Corp), Agreement and Plan of Merger (PNC Financial Services Group Inc), Agreement and Plan of Merger (PNC Financial Services Group Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), Time by action of the Company BoardBoard (upon the recommendation of the Special Committee) if:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Simcere Pharmaceutical Group), Agreement and Plan of Merger (Trunkbow International Holdings LTD), Agreement and Plan of Merger (Ren Jinsheng)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Boardboard of directors of the Company:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fortis Inc /Nv/), Agreement and Plan of Merger (Alden John Financial Corp), Agreement and Plan of Merger (Mmi Companies Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a)Stockholder Approval has been obtained, by action of the Company Board:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Usf Corp), Agreement and Plan of Merger (Usf Corp), Agreement and Plan of Merger (Yellow Roadway Corp)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by shareholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Boardboard of directors of the Company:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Equitable of Iowa Companies), Agreement and Plan of Merger (Southern New England Telephone Co), Agreement and Plan of Merger (SBC Communications Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Boardboard of directors of the Company:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sugen Inc), Agreement and Plan of Merger (Thomas & Betts Corp), Agreement and Plan of Merger (Allegheny Power System Inc)
Termination by the Company. This Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company BoardBoard of Directors of the Company:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Textron Inc), Agreement and Plan of Merger (Giddings & Lewis Inc /Wi/), Agreement and Plan of Merger (Taqu Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), Time by action of the Company Board:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Burr Brown Corp), Voting Agreement (Mindarrow Systems Inc), Agreement and Plan of Merger (Category 5 Technologies Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by the stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a)Company, by action of the Company BoardBoard of the Directors of the Company, if:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Biovail Corporation International), 7 Agreement and Plan of Merger (Neurex Corp/De), Agreement and Plan of Merger (Elan Corp PLC)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Board of Directors of the Company Boardif:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Capital Re Corp), Agreement and Plan of Merger (Capital Re Corp), Agreement and Plan of Merger (Ace LTD)
Termination by the Company. This Agreement may be terminated by the Company upon written notice to Parent and the Merger may be abandoned at any time prior to the Effective TimeTime in the case of SECTION 8.3(A), whether before or after adoption of this Agreement by the approval stockholders of the Company or Merger by the Company Requisite Vote referred to in Section 7.1(a)Sub, by action of the Company Boardboard of directors of the Company, if:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Divine Inc), Agreement and Plan of Merger (Open Market Inc), Agreement and Plan of Merger (Open Market Inc)
Termination by the Company. This Agreement may be terminated and the -------------------------- Merger may be abandoned at any time prior to the Effective Time, whether before or after its approval by the approval stockholders of the Merger Company, by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Boardif:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ratos Acquisition Corp), Agreement and Plan of Merger (International Technology Corp), Agreement and Plan of Merger (Fluor Daniel Gti Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned pursuant to Section 8.3(b) at any time prior to the Effective Time, whether before or after the approval of the Merger by obtaining the Company Requisite Vote referred to in Section 7.1(a)Vote, or by action of the board of directors of the Company Boardpursuant to Section 8.3(a) at any time prior to obtaining the Company Requisite Vote:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Visicu Inc), Agreement and Plan of Merger (Cardinal Health Partners Lp), Agreement and Plan of Merger (Sterling Venture Partners L P)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned by action of the board of directors of the Company at any time prior to the Effective Time, whether before or after the approval of the Merger by the Requisite Company Requisite Vote referred to in Section 7.1(ais obtained (unless otherwise specified below), by action upon written notice to Parent and Merger Sub specifying the provision of the Company Boardthis 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 the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger this Agreement by the shareholders of the Company Requisite Vote referred to in Section 7.1(a), by action of the Board of Directors of the Company Boardif:
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Bellsouth Corp), Agreement and Plan of Merger (At&t Inc.)
Termination by the Company. This Agreement may be terminated and the Merger may be Transactions abandoned at any time prior to before the Effective Time, whether before or after the approval of the Merger Offer Acceptance Time by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company BoardCompany:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Papa Murphy's Holdings, Inc.), Agreement and Plan of Merger (Qumu Corp), Agreement and Plan of Merger (Dover Motorsports Inc)
Termination by the Company. This Agreement may be terminated and the Merger Mergers and the other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval by holders of the Merger by the Company Requisite Vote referred to in Section 7.1(a)Common Stock, by action of the Company BoardBoard of Directors of the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (VMM Merger Corp), Agreement and Plan of Merger (Vdi Multimedia)
Termination by the Company. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the approval by holders of the Merger by the Company Requisite Vote referred to in Section 7.1(a), Common Stock by action of the Company BoardBoard of Directors of the Company:
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 the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after (except as otherwise provided below) the approval of the Merger Shareholder Vote shall have been obtained, by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Boardif:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electro Rent Corp), Agreement and Plan of Merger (Electro Rent Corp)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Board:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wink Communications Inc), Agreement and Plan of Merger (Actv Inc /De/)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval adoption of this Agreement by the stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Boardif:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verifone Systems, Inc.), Agreement and Plan of Merger (Hypercom Corp)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned abandoned, at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action written notice of the Company Boardacting upon the recommendation of the Independent Committee:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wang Shuang), Agreement and Plan of Merger (Ninetowns Internet Technology Group Co LTD)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote stockholder or shareholder approvals referred to in Section 7.1(a7.01(a), by action of the Company BoardBoard if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Community Bancorp Inc), Agreement and Plan of Merger (First Community Bancorp /Ca/)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action receipt of the Company BoardStockholder Approval, by written notice of the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sealy Corp), Agreement and Plan of Merger (Tempur Pedic International Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by shareholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a)herein, by action of the Company Boardboard of directors of the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Republic Automotive Parts Inc), Agreement and Plan of Merger (Keystone Automotive Industries Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before earlier of (x) acceptance for payment of Common Shares pursuant to the Tender Offer or after (y) the approval of the Merger by the Company Requisite Vote referred to Vote, in Section 7.1(athe case of clause (a), or the Effective Time, in the case of clause (b), by action of the Company BoardBoard of Directors of the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (American Bankers Insurance Group Inc)
Termination by the Company. This Agreement may be terminated -------------------------- and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a8.1(a), by action of the Company Boardboard of directors of the Company, if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Dupont E I De Nemours & Co)
Termination by the Company. This Agreement may be terminated and the Merger and other transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after the approval of this Agreement by the Merger stockholders of the Company, by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Boardits Board of Directors, if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (J Jill Group Inc), Agreement and Plan of Merger (Talbots Inc)
Termination by the Company. This Agreement may be terminated and the Merger Mergers may be abandoned by the Company at any time prior to the Merger 1 Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company BoardTime if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Greenlane Holdings, Inc.), Agreement and Plan of Merger (KushCo Holdings, Inc.)
Termination by the Company. (a) This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), Time by action of the Company BoardBoard if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prosofttraining Com), Agreement and Plan of Merger (Trinity Learning Corp)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after time and date of the approval by stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a8.1(a), by action of the Company Board:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Netopia Inc), Agreement and Plan of Merger (Netopia Inc)
Termination by the Company. This Agreement Plan may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by the holders of the Merger by the Company Requisite Vote Common Stock referred to in Section 7.1(a6.1(a), by action of the Company Boardboard of directors of the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Provident Bankshares Corp), Agreement and Plan of Merger (M&t Bank Corp)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after adoption of this Agreement by the approval stockholders of the Company or Merger by the Company Requisite Vote referred to in Section 7.1(a)Sub, by action of the Company BoardBoard of Directors of the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Firearms Training Systems Inc), Agreement and Plan of Merger (Meggitt USA Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval (except as otherwise provided below) receipt of the Merger by the Company Requisite Vote referred to in Section 7.1(a)Unitholder Approval, by action of the Company BoardBoard (upon the recommendation of the Conflicts Committee), after consultation with its outside legal counsel, if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transocean Partners LLC), Agreement and Plan of Merger (Transocean Ltd.)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Company Board at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Board:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biomimetic Therapeutics, Inc.), Agreement and Plan of Merger (Wright Medical Group Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by stockholders of the Merger by the Company Requisite Vote and Parent referred to in Section 7.1(a), by action of the Company Board:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (V One Corp/ De), Agreement and Plan of Merger (Steelcloud Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the shareholder approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a7.01(a), by action of the Company BoardBoard if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bank of Marin Bancorp), Agreement and Plan of Merger (Bank of Marin Bancorp)
Termination by the Company. This Agreement may be terminated and the Merger Mergers may be abandoned at any time prior to the CPI Merger Effective Time, whether before or after (other than as provided in Section 8.3(a) below) the approval adoption of the Merger this Agreement by the holders of Company Requisite Vote Shares referred to in Section 7.1(a7.1(c), by action of the Company BoardBoard of Directors of the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carter Wallace Inc /De/), Agreement and Plan of Merger (MCC Acquisition Holdings Corp)
Termination by the Company. This Agreement may be terminated and the Merger Mergers may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger Time by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company BoardBoard (acting upon the recommendation of the Special Committee) or the Special Committee if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BridgeBio Pharma, Inc.), Agreement and Plan of Merger (BridgeBio Pharma, Inc.)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), Time by action of the board of directors of the Company Boardif:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liqui Box Corp), Agreement and Plan of Merger (Davis Samuel B)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a)Stockholder Approval, by action of the Board of Directors of the Company Boardif:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biomet Inc), Agreement and Plan of Merger (Interpore International Inc /De/)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether by the Company (provided that such action is approved by the Special Committee) (i) in the case of subsections (a)-(d) of this Section 9.3, before or after Company Stockholder Approval and (ii) and in the approval case of the Merger by the Company Requisite Vote referred to in Section 7.1(asubsection (e), by action of the at any time prior to Company BoardStockholder Approval, if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Renova Media Enterprises Ltd.), Agreement and Plan of Merger (Moscow Cablecom Corp)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by shareholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a7.01(a), by action of the Company BoardBoard if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metrocorp Inc), Shareholder Agreement (Centennial Bank Holdings, Inc.)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a8.1(a), by action of the Company Boardboard of directors of the Company:
Appears in 2 contracts
Samples: Agreement and Plan (Merck & Co Inc), Agreement and Plan of Merger (Merck & Co Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger Time by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company BoardBoard (acting with the approval of the Independent Director) if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cambridge Equities, LP), Agreement and Plan of Merger (NantKwest, Inc.)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Board:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cephalon Inc), Agreement and Plan of Merger (Cephalon Inc)
Termination by the Company. This Agreement Plan may be terminated terminated, and the Merger may be abandoned abandoned, at any time prior to the Effective Time, whether before or after the approval by the holders of the Merger by the Company Requisite Vote Common Stock referred to in Section 7.1(a6.1(a), by action of the Company Boardboard of directors of the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smithtown Bancorp Inc), Agreement and Plan of Merger (People's United Financial, Inc.)
Termination by the Company. This Agreement may be terminated by the Company, acting under the direction of the Company Board or the Special Committee, and the Merger and other Transactions may be abandoned at any time prior to the Effective Timeacceptance of and payment for Common Shares by Merger Sub in connection with the Offer, whether before or after the approval of the Merger by pursuant to and in accordance with Section 5.11(b) (provided that the Company Requisite Vote referred concurrently with such termination made all payments to in Merger Sub and Parent required by Section 7.1(a7.05), by action of the Company Board:.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Onesource Information Services Inc), Agreement and Plan of Merger (Infousa Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by holders of the Merger by the Company Requisite Vote referred to in Section 7.1(a), Shares by action of the Company Board:Board 9
Appears in 2 contracts
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Prosser Jeffrey J), Exhibit 99.01 Agreement and Plan of Merger Agreement and Plan of Merger (Emerging Communications Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the its approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a)Vote, by action of the Company Boardif:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chips & Technologies Inc), Agreement and Plan of Merger (Shiva Corp)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval consummation of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Board:Board of Directors of the Company, if
Appears in 1 contract
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after its approval by the approval shareholders of the Merger Company, by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Boardif:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Asa International LTD)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger this Agreement by the Company Requisite Vote referred to in Section 7.1(a)Vote, by action of the Company Board:
Appears in 1 contract
Samples: Agreement and Plan of Merger (O2wireless Solutions Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a)Company's stockholders, by action of the Company BoardBoard of Directors of the Company, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bridgeport Machines Inc)
Termination by the Company. This Agreement may be terminated terminated, and the Merger may be abandoned abandoned, at any time prior to the Effective Time, Time whether before or after the approval of the Merger Company Stockholder Approval is obtained (except as set forth below), by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Boardif:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Habit Restaurants, Inc.)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote Stockholder Approval and Merger Sub Stockholder Approval referred to in Section 7.1(a6.1(a), by action of the Company Boardboard of directors, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Penny Lane Partners L P)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption and approval by the stockholders of the Merger by the Company Requisite Vote referred to in paragraph (a) of Section 7.1(a)7.1, by action of the Company Board:, if (a) the Company Board, by majority vote, determines in its good faith judgment, based as to legal matters on the written
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Engineering Measurements Co)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a)Vote, by action of the Board of Directors of the Company Boardif:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Triquint Semiconductor Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective TimeClosing, whether before or after (except as otherwise provided below) the approval of the Merger Requisite Company Vote shall have been obtained, by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Boardits Board of Directors if:
Appears in 1 contract
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote Stockholder Approval and PCA Stockholder Approval referred to in Section 7.1(a6.1(a), by action of the Company Boardboard of directors, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Premier Classic Art Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption and approval by the stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a)8.1(a) hereof, by action of the Company Board:board of directors of the Company, if all conditions to Closing set forth in Section 8.2 of this Agreement 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 the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a)Shareholders, by action of the Company BoardBoard of Directors of the Company, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brooks Automation Inc)
Termination by the Company. This Agreement may be terminated by the Company, upon prior written notice to Parent, and the Merger Mergers may be abandoned at any time prior to the Partnership Merger Effective Time, whether before or after the approval of the Merger by the Requisite Company Requisite Vote referred to in Section 7.1(a), by action of the Company Boardhas been obtained except as otherwise expressly noted if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (NorthStar Realty Europe Corp.)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), Time by action of the Company Board(acting upon the direction of the Special Committee) if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (eFuture Holding Inc.)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger Time by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Boardwritten notice if:
Appears in 1 contract
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Board:,
Appears in 1 contract
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Board, if:
Appears in 1 contract
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Merger Effective Time, whether before or after the approval adoption of the Merger this Agreement by the holders of Company Requisite Vote Common Shares referred to in Section 7.1(a7.1(b), by action of the Company BoardBoard of Directors of the Company:
Appears in 1 contract
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval adoption of this Agreement by the shareholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a8.1(a), by action of the Company BoardBoard of Directors of the Company:
Appears in 1 contract
Termination by the Company. This The Company may terminate this Agreement may be terminated and abandon the Merger may be abandoned at any time (notwithstanding approval thereof by the Requisite Shareholder Vote) prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Board:
Appears in 1 contract
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote Stockholder Approval and NPI Stockholder Approval referred to in Section 7.1(a6.1(a), by action of the Company Boardboard of directors, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Network Peripherals Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Timetime, whether before or after the approval of the Merger by the Requisite Company Requisite Vote referred to in Section 7.1(a)Vote, by action of the Company BoardCompany’s board of directors:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Acorn International, Inc.)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote Stockholder Approval and Merger Sub Stockholder Approval referred to in Section 7.1(aSECTION 6.1(A), by action of the Company Boardboard of directors, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Premier Classic Art Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned by action of the board of directors of the Company by written notice to Acquiror at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Board:
Appears in 1 contract
Termination by the Company. This Agreement may be terminated -------------------------- and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), Time by action of the Company Board:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Texas Instruments Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after adoption of this Agreement by the approval stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a)Company, by action of the Company Boardboard of directors of the Company:
Appears in 1 contract
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, (whether before or after the approval adoption of this Agreement by stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(aCompany), by action of the board of directors of the Company Boardin the following situations:
Appears in 1 contract
Samples: Voting Agreement (Comps Com Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after (except as otherwise provided below) the approval of the Merger Requisite Company Vote shall have been obtained, by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Boardif:
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Technical Systems Inc /Ca/)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a)5.2 hereof, by action of the Company BoardBoard of Directors of the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cellular Communications of Puerto Rico Inc /De/)
Termination by the Company. This Agreement may be terminated and the -------------------------- Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a)Stockholders, by action of the Company BoardBoard of Directors of the Company, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lernout & Hauspie Speech Products Nv)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective TimeDate, whether before or after the adoption and approval by the stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a)3.5, by action of the Company BoardBoard of Directors of the Company, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Physician Corporation of America /De/)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a)Shareholder Approval or the date of approval of the Parent Amendments by the Parent Stockholders’ Meeting, by action of the Company Boardboard of directors of the Company, if:
Appears in 1 contract
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after receipt of the approval of the Merger Company’s Stockholders required by the Company Requisite Vote referred to in Section 7.1(a5.1(d), by action of the Company BoardBoard of Directors of the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bionik Laboratories Corp.)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), Time by action of the Company BoardBoard (upon the recommendation of the Independent Committee) if:
Appears in 1 contract
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by shareholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company BoardBoard of Trustees of the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vornado Realty Trust)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time by action of the Company Board prior to the Effective Time, whether either before or after the approval of the Merger by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company BoardStockholder Approval has been obtained:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Golfsmith International Holdings Inc)
Termination by the Company. This Agreement -------------------------- may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by holders of the Merger by the Company Requisite Vote referred to in Section 7.1(a), Shares by action of the Company Board:Board of Directors of the Company, if Purchaser or Merger Sub (i) shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by Purchaser or Merger Sub at or prior to such date of termination or (ii) shall have failed to commence the Offer within the time required in Section 1.1.
Appears in 1 contract
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval by stockholders of the Merger by the Company Requisite Vote referred to in Section 7.1(a8.1(a), by the Company by action of the Company Board:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Terayon Communication Systems)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval of the Merger by the Company Requisite Vote Stockholder Approval and SWAT Stockholder Approval referred to in Section 7.1(a6.1(a), by action of the Company Boardboard of directors, if:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Security With Advanced Technology, Inc.)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after as set forth below, notwithstanding approval thereof by the approval shareholders of the Merger Company, by the Company Requisite Vote referred to in Section 7.1(a), by action (acting under the direction of the Company BoardSpecial Committee) if:
Appears in 1 contract
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned pursuant to Section 8.3(b) at any time prior to the Effective Time, whether before or after the approval of the Merger by obtaining the Company Requisite Vote referred to in Section 7.1(a)Vote, by action of the board of directors of the Company Boardpursuant to Section 8.3(a) at any time prior to obtaining the Company Requisite Vote:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lifeline Systems, Inc.)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after its approval by the approval Shareholders of the Merger Company, by the Company Requisite Vote referred to in Section 7.1(a), by action of the Company Boardif:
Appears in 1 contract
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after receipt of the approval of the Merger Company's Securityholders required by the Company Requisite Vote referred to in Section 7.1(a7.01(c), by action of the Company BoardBoard of Directors of the Company:
Appears in 1 contract
Samples: Pre Merger Agreement (Dynacare Inc)
Termination by the Company. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the approval adoption of the Merger this Agreement by the holders of Company Requisite Vote Stock referred to in Section 7.1(a7.01(a), by action of the Company Board:
Appears in 1 contract
Samples: Document Agreement and Plan of Merger (First Community Bancorp /Ca/)
