Termination; Termination Fees. 66 SECTION 11.6. Confidentiality.................................... 67 SECTION 11.7. Successors and Assigns............................. 67 SECTION 11.8. NEW YORK LAW....................................... 67 505298\0057\02050\969WL85X.NPA
Termination; Termination Fees. (page 179) The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after adoption of the merger agreement by Nationstar’s stockholders or approval of the stock issuance by WMIH’s stockholders: • by mutual written consent of WMIH and Nationstar; • by either WMIH or Nationstar, if the merger has not closed by November 12, 2018 (subject to one or more 30-day extensions by either WMIH or Nationstar, not to exceed 90 days in the aggregate, to the extent all closing conditions herein are capable of being satisfied as of such time other than the condition regarding receipt of required regulatory approvals) (which we refer to as the “end date”), unless the failure to close by such date is primarily due to the party seeking to terminate the merger agreement breaching any of its obligations under the merger agreement; • by either WMIH or Nationstar, if a governmental authority has issued a final, non-appealable order permanently prohibiting the closing of the merger, so long as the party seeking to terminate the merger agreement used its reasonable best efforts to have such order lifted; • by either WMIH or Nationstar, if the Nationstar special meeting (including any adjournments or postponements) concludes following the taking of a vote to approve the merger and the Nationstar stockholders have not approved the merger; • by either WMIH or Nationstar, if the WMIH annual meeting (including any adjournments or postponements) concludes following the taking of a vote to approve the stock issuance and the WMIH stockholders have not approved the stock issuance; • by WMIH, if a Nationstar adverse recommendation change has occurred or Nationstar or any of its subsidiaries have entered into an alternative acquisition agreement; • by WMIH, if Nationstar breaches any of its representations or warranties or fails to performance any of its covenants or agreements and such breach or failure would give rise to the failure of a condition to the merger and is incapable of being cured by Nationstar during the 30-day period following written notice from WMIH of such breach or failure or, if capable of being cured, is not cured by the earlier of such 30-day period and the end date; provided that WMIH will not have the right to terminate the merger agreement if it is then in breach of any of its representations, warranties or covenants such that Nationstar would have the right to terminate the merger agreement for such breach; • by...
Termination; Termination Fees on page 179. Nationstar Will Be Subject to Business Uncertainties and Contractual Restrictions While the Merger Is Pending. Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Nationstar and consequently on WMIH. These uncertainties may impair Nationstar’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Nationstar to seek to change existing business relationships with Nationstar. Retention of certain employees may be challenging during the pendency of the merger, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, WMIH’s business following the merger could be negatively impacted. In addition, the merger agreement restricts Nationstar from making certain acquisitions and taking other specified actions without the consent of WMIH until the merger occurs. These restrictions may prevent Nationstar from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements” beginning on page 164. Nationstar Directors and Officers May Have Interests in the Merger Different From the Interests of Nationstar Stockholders. Executive officers of Nationstar negotiated the terms of the merger agreement with their counterparts at WMIH, and the Nationstar board determined that entering into the merger agreement was in the best interests of
Termination; Termination Fees. (a) This Agreement may be terminated by the Company and the Required Purchasers by mutual agreement at any time prior to the Closing Date. This Agreement will terminate automaticaly at 5:00 p.m. on November 1, 1996 unless all conditions to the Purchasers' obligations hereunder are satisfied or waived by such date.
Termination; Termination Fees. (a) This Agreement may be terminated by the Company and the Required Purchasers by mutual agreement at any time prior to the Closing Date. This Agreement will terminate automatically at 5:00 p.m. on November 1, 1996 unless all conditions to the Purchasers' obligations hereunder are satisfied or waived by such date. 505298\0057\02050\969WL85X.NPA
Termination; Termination Fees
