Termination; Termination Fee. This Agreement may be terminated, and the Merger abandoned, prior to the Closing solely by the following means and with the following effects:
Termination; Termination Fee. (a) This Acquisition Agreement may only be terminated
Termination; Termination Fee. (a) Where Client has given notice to Company that Company is in breach of any material provision of this Agreement and such breach remains uncured for 10 days following receipt of such notice, then Client may terminate this Agreement upon a further 10 day written notice to Company of such termination.
Termination; Termination Fee. This Agreement may only be terminated by (i) mutual written consent of Seller and Azzurro, (ii) Seller or Azzurro, if the Closing shall not have occurred on or before October 31, 2009, other than as a result of the breach of this Agreement by the Party seeking to so terminate this Agreement, (iii) Azzurro, due to a material breach hereof by Seller or Travelzoo, which (if capable of cure) remains uncured for 10 days after written notice thereof to Seller, (iv) Seller, due to a material breach hereof by Azzurro, which (if capable of cure) remains uncured for 10 days after written notice thereof to Azzurro or (v) Azzurro or Seller if the board of directors of the Travelzoo or any committee thereof shall approve, adopt or recommend any Superior Proposal or Acquisition Proposal or Seller shall have executed any letter of intent, memorandum of understanding or similar Contract relating to any Superior Proposal or Acquisition Proposal; provided, that this Agreement shall be terminated, without further action by the parties, if the Japan Purchase Agreement shall be terminated for any reason (and, as provided in the Japan Purchase Agreement, such agreement shall be terminated, without further action by the parties thereto, if this Agreement shall be terminated for any reason). In the event of any termination of the Agreement as provided in this Section 10.2, this Agreement shall forthwith become wholly void and of no further force and effect and there shall be no liability on the part of the Buyer, Seller, Azzurro or Travelzoo except (i) with respect to any breach of this Agreement occurring prior to termination, (ii) that the provisions of Section 6.4(a) shall survive any such termination of this Agreement and (iii) if Azzurro or Seller terminates this Agreement pursuant to Section 10.2(v), above, within two Business Days after the date of such termination, Seller shall pay Azzurro (by wire transfer of immediately available funds) an aggregate of Fifty Four Thousand Dollars (US$54,000.00) as a termination payment under this Agreement and the Japan Purchase Agreement, which shall be paid to, or as directed by, Azzurro, by wire transfer of immediately available funds to one or more account(s) specified by Azzurro in writing.
Termination; Termination Fee. This Agreement may be validly terminated prior to the Closing only as follows (it being understood and hereby agreed that this Agreement may not be terminated for any other reason or on any other basis):
Termination; Termination Fee. Yahoo elects to terminate the Agreement, in which case the following will become effective immediately prior to the consummation of the Change of Control: the Agreement will terminate and Overture will pay to Yahoo a termination fee of (i) if Acquirer is a Designated Company, then (A) $10,000,000 in cash, payable promptly upon consummation of a Change of Control; and (B) 3% of the outstanding shares of Overture Common Stock, on a fully diluted basis immediately prior to consummation of the Change of Control (calculated on the treasury stock method (utilizing the average closing trading price of shares of Overture for the 10 trading days ending on the day that is two trading days prior to but not including the date of consummation of the Change of Control (the “Ten-Day Average Price”))) which, subject to applicable governmental regulatory approvals and the expiration of applicable waiting periods, shall be issued immediately prior to consummation of a Change of Control; or
Termination; Termination Fee. (a) Client may terminate this Agreement upon written notice to GREEN DISTRICT MEDIA if GREEN DISTRICT MEDIA is in breach of any material provision of this Agreement and such breach remains uncured for a period of thirty (30) calendar days.
Termination; Termination Fee. AMENDMENT AND WAIVER65 9.1TERMINATION. 65 9.2EFFECT OF TERMINATION. 66 9.3FEES AND EXPENSES. 66 9.4AMENDMENT. 66 9.5WAIVER. 66 ARTICLE X GENERAL PROVISIONS66 10.1NOTICES. 66 10.2HEADINGS. 68 10.3INTERPRETATION. 68 10.4SEVERABILITY. 68 10.5ENTIRE AGREEMENT. 69 10.6DISCLOSURE SCHEDULES. 69 10.7ASSIGNMENT. 69 10.8PARTIES IN INTEREST. 69 10.9SPECIFIC PERFORMANCE. 69 10.10FAILURE OR INDULGENCE NOT WAIVER. 70 10.11GOVERNING LAW; EXCLUSIVE JURISDICTION. 70 10.12COUNTERPARTS. 70 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of December 10, 2014, by and among Epicor Software Corporation, a Delaware corporation (“Parent”), Bobbyjones Merger Sub, LLC, a Georgia limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), Shopvisible, LLC, a Georgia limited liability company (the “Company”), and Xxxxxx X. Xxxxx, as representative of the Company Securityholders (the “Representative”).
Termination; Termination Fee. In addition to such further liability ---------------------------- or obligation of either party to the other provided in Section 13 of this Agreement, if this Agreement is terminated without cause (as "cause" is defined in Section 12 of this Agreement) by delivery of a notice of non-renewal pursuant to Section 10.1 or because the Company does not consent to an assignment of this Agreement by the Manager in connection with any acquisition, consolidation or merger of TCW (to the extent such consent is required pursuant to the Investment Advisers Act), the Company, in addition to its obligations under Section 13, shall pay the Manager a termination fee in an amount equal to the fair market value of this Agreement determined by an independent appraisal. For the purposes of determining the fair market value of this Agreement, it will be assumed that this Agreement is unlimited in term and not subject to termination or non-renewal. Such appraisal shall be conducted by a nationally recognized appraisal firm selected (but not previously engaged) by the Manager, subject to the approval by a majority of the Unaffiliated Directors, which approval shall not be unreasonably withheld or delayed, and the costs of such appraisal shall be borne equally by the parties. Any appraisal conducted under this Agreement shall be performed no later than 45 days following selection of the appraiser or appraisers. The termination fee payable by the Company shall be paid within 30 days following receipt of the final appraisal to be obtained under this Agreement.
Termination; Termination Fee. The Xxxxx Family shall have the option to terminate this Agreement and the transactions contemplated herein at or prior to Closing if any of the StoneMor or StoneMor Partners warranties, representations or covenants contained in this Agreement is breached. StoneMor shall have the option to terminate this Agreement and the transactions contemplated herein at or prior to Closing if any of the following shall occur:
