Termination of the 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 Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.
Termination of the Merger Agreement. This Agreement shall be binding upon the Holder upon the Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. 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 shall automatically terminate and become null and void, and the parties shall not have any rights or obligation hereunder.
Termination of the Merger Agreement. The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the effective time, whether before or after the required approval from the Youku shareholders and Tudou shareholders has been obtained: by mutual written consent of Xxxxx and Xxxxx; by either Youku or Tudou, if: • the Merger is not completed by August 31, 2012, provided that this termination right is not available to a party if the failure of the Merger to have been completed on or before such date was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under the Merger Agreement; • any law, injunction or order having the effect of restraining, enjoining or otherwise prohibiting completion of the Merger becomes final and non-appealable; provided, that this termination right is not available to a party if the issuance of such final, non-appealable law, injunction or order was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under the Merger Agreement; • Tudou's shareholders do not authorize and approve the Merger Agreement, the Merger and the Plan of Merger; or • Xxxxx's shareholders do not authorize and approve the Share Issuance; provided that this termination right is not available to Youku if Youku has not paid to Tudou the No Vote Termination Fee, as described in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, if: • the representations and warranties of Tudou shall not be true and correct or Tudou shall have breached or failed to perform any of its covenants or agreements contained in the Merger Agreement, such that the corresponding condition to closing would not be satisfied and such breach or inaccuracy cannot be cured by Tudou by August 31, 2012, or if curable, is not cured within thirty business days after receipt of written notice from Youku of such breach and stating Youku's intention to terminate the Merger Agreement; provided, that this termination right is not available to Youku if it is then in material breach of any of its representations, warranties, covenants or other agreements under the Merger Agreement, such that any condition to Tudou's obligation to close would not be satisfied; or •
Termination of the Merger Agreement. This Agreement shall terminate upon a termination of that certain Agreement and Plan of Merger by and among L-3, Saturn VI Acquisition Corp., and the Company, dated as of June 2, 2005 (the "Merger Agreement"). If this Agreement terminates as a result of a termination of the Merger Agreement, agreements previously in effect between the Executive and the Company shall not be superceded.
Termination of the Merger Agreement. The Merger Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the effective time of the Merger (the "Effective Time"):
Termination of the Merger Agreement. This Agreement shall automatically terminate if and when the Merger Agreement is terminated.
Termination of the Merger Agreement. Huntsman has validly terminated the Merger Agreement in accordance with its terms pursuant to Section 7.1 of the Merger Agreement. Promptly following the Effective Date, Hexion shall take all actions reasonably required to terminate any tender offers for securities of Huntsman and its affiliates then outstanding in connection with the Transactions contemplated by the Merger Agreement, including the Debt Offer.
Termination of the Merger Agreement. Hanover will give Sellers prompt written notice of any termination of the Merger Agreement.
Termination of the Merger Agreement. If for any reason the Merger Agreement is terminated, then this Amendment shall be of no further force and effect and the Rights Agreement shall remain exactly the same as it existed immediately prior to the effectiveness of this Amendment.
Termination of the Merger Agreement. The Merger Agreement is hereby terminated pursuant to Section 8.01(a) thereof.
