Termination of Agreement and Abandonment of Reorganization Sample Clauses

Termination of Agreement and Abandonment of Reorganization. 18 11.1 Termination. 18 11.2 Post Termination Obligations. ARTICLE XII ISSUANCE OF SHARES; FRACTIONAL SHARES 19 12.1 Issuance of Share Certificates. 12.2 Restrictions on Shares Issued to LIQTECH Stockholders. 19 ARTICLE XIII MISCELLANEOUS 19 13.1 Amendment. 13.2 Representations and Warranties. 20 13.3 Notices. 20 13.4 Counterparts. 13.5 Entire Agreement; No Third Party Beneficiaries. 20 13.6 Severability. 13.7 Expenses. 21 13.8 Captions and Section Headings. 21 13.9 Governing Law. 21 13.10 Enforcement and Interpretation. 21 13.11 Extension; Waiver. 13.12 Assignment. 13.13 No Survival of Representations and Warranties. . AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of the 23rd day of August, 2011, by and among Blue Moose Media, Inc., a Nevada corporation (“BLUE MOOSE”), Blue Moose Delaware Merger Sub, Inc., a Delaware corporation (“MERGER SUB”) and LiqTech USA, Inc., a Delaware corporation (“LIQTECH”). As used in this Agreement, capitalized terms not otherwise defined herein have the meanings ascribed to them in Annex A. THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, intentions and understandings:
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Termination of Agreement and Abandonment of Reorganization. 18 11.1 Termination. 18 11.2 Post Termination Obligations. ARTICLE XII ISSUANCE OF SHARES; FRACTIONAL SHARES 19 12.1 Issuance of Share Certificates. 12.2 Restrictions on Shares Issued to LIQTECH Stockholders. 19 ARTICLE XIII MISCELLANEOUS 19 13.1 Amendment. 13.2 Representations and Warranties. 13.3 Notices. All notices, requests, demands, tenders or other communications required or permitted hereunder must be in writing and are deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail, return receipt requested, postage prepaid, receipt acknowledged, (c) sent by Federal Express or other nationally recognized overnight courier service or overnight express U.S. Mail, postage prepaid, or (d) sent by facsimile or e-mail transmission, followed with an original sent in accordance with (a), (b) or (c) above, as follows: 19 13.4 Counterparts. 13.5 Entire Agreement; No Third Party Beneficiaries. 20 13.6 Severability. 20 13.7 Expenses. 20 13.8 Captions and Section Headings. 20 13.9 Governing Law. 20 13.10 Enforcement and Interpretation. 21 13.11 Extension; Waiver. 13.12 Assignment.
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Termination of Agreement and Abandonment of Reorganization 
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Related to Termination of Agreement and Abandonment of Reorganization

  • Termination and Abandonment This Agreement may be terminated at any time prior to the Closing:

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Termination and Amendment of Agreement The Corporation and the Custodian mutually may agree from time to time in writing to amend, to add to, or to delete from any provision of this Agreement. The Custodian may terminate this Agreement by giving the Corporation ninety days' written notice of such termination by registered mail addressed to the Corporation at its principal place of business. The Corporation may terminate this Agreement at any time by written notice thereof delivered, together with a copy of the resolution of the Board of Directors authorizing such termination and certified by the Secretary of the Corporation, by registered mail to the Custodian. Upon such termination of this Agreement, assets of the Corporation held by the Custodian shall be delivered by the Custodian to a successor custodian, if one has been appointed by the Corporation, upon receipt by the Custodian of a copy of the resolution of the Board of Directors of the Corporation certified by the Secretary, showing appointment of the successor custodian, and provided that such successor custodian is a bank or trust company, organized under the laws of the United States or of any State of the United States, having not less than two million dollars aggregate capital, surplus and undivided profits. Upon the termination of this Agreement as a part of the transfer of assets, either to a successor custodian or otherwise, the Custodian will deliver securities held by it hereunder, when so authorized and directed by resolution of the Board of Directors of the Corporation, to a duly appointed agent of the successor custodian or to the appropriate transfer agents for transfer of registration and delivery as directed. Delivery of assets on termination of this Agreement shall be effected in a reasonable, expeditious and orderly manner; and in order to accomplish an orderly transition from the Custodian to the successor custodian, the Custodian shall continue to act as such under this Agreement as to assets in its possession or control. Termination as to each security shall become effective upon delivery to the successor custodian, its agent, or to a transfer agent for a specific security for the account of the successor custodian, and such delivery shall constitute effective delivery by the Custodian to the successor under this Agreement. In addition to the means of termination herein before authorized, this Agreement may be terminated at any time by the vote of a majority of the outstanding shares of the Corporation and after written notice of such action to the Custodian.

  • Effect of Termination and Abandonment Upon the termination of this Agreement and abandonment of the Merger pursuant to Section 8.1 or 8.2 hereof, this Agreement shall become void and have no effect, and no party shall have any liability to the other in connection with the transactions contemplated hereby, including the Merger, or as a result of the termination of this Agreement; provided, that the foregoing shall not relieve a party of any liability as a result of a breach of any of the terms of this Agreement.

  • Amendment and Termination of Agreement (a) We may amend any provision of this Agreement by giving you written notice of the amendment. Either party to this Agreement may terminate the Agreement without cause by giving the other party at least thirty (30) days' written notice of its intention to terminate. This Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

  • Termination and Amendment 53 8.1. TERMINATION.............................................................................53 8.2.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Effect of Termination of Agreement The provisions of Section 4.00 will survive any termination of this Agreement and the existence of any claim or cause of action by the Executive against the Company or any Group Member, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Group, the Company or any other Group Member of the covenants and agreements of this Section 4.00; provided, however, that this Section 4.11 will not, in and of itself, preclude the Executive from defending against the enforceability of the covenants and agreements of Section 4.00.

  • EFFECTIVENESS, TERMINATION, AND AMENDMENT OF AGREEMENT (a) This Agreement shall become effective on the date set forth below and may be terminated at any time by any party upon sixty (60) days’ prior written notice to the other parties, and may be terminated earlier by the Fund, the Participant or the Distributor at any time in the event of a material breach by another party of any provision of this Agreement.

  • TERM, TERMINATION AND AMENDMENT (a) This Agreement shall become effective on the date of its execution and shall remain in full force and effect for a period of two years from the effective date and shall automatically continue in full force and effect after such initial term unless either party terminates this Agreement by written notice to the other party at least sixty (60) days prior to the expiration of the initial term.

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