Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)). (b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. (c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation. (d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Aerkomm Inc.), Merger Agreement (IX Acquisition Corp.)
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: , (iA) at any time prior to the Closing Date if Date, if: (xi) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) or 9.2(c) impossible; and (yii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; Agreement or (iiB) at any time after the Company Stockholder Written Consent Shareholder Approval Deadline if the Company has not previously received the Company Stockholder Shareholder Approval (provided, that upon the Company receiving the Company Stockholder Shareholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (iiB)).
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) Parent shall have breached any of its covenantsrepresentation, agreementswarranty, representations, and warranties agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b9.3(a) or 9.2(c9.3(b) impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, ; provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Trailblazer Holdings, Inc.), Merger Agreement (Trailblazer Merger Corp I)
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company or DLQ Parent shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) or 9.2(c) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the Company Stockholder Written Consent DLQ Parent Approval Deadline if the Company DLQ Parent has not previously received the Company DLQ Parent Stockholder Approval (Approval; provided, however, that upon the Company receiving the Company Stockholder Approval, no Parent shall no longer have any right to terminate Party is then in breach of this Agreement under this clause (ii))so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfied.
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b9.3(a) or 9.2(cSection 9.3(b) impossible; and (iiy) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach; or (ii) there shall have been any Effect in respect of Parent or Merger Sub, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice so as to prevent the Company if the Company makes any Company Change of Recommendationconditions to Closing set forth in Section 9.2(a) or Section 9.2(b) from being satisfied.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Logiq, Inc.), Merger Agreement (Abri SPAC I, Inc.)
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (xw) (1) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render the satisfaction of unsatisfied any of the conditions set forth in Section Sections 9.2(a) ), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(c) impossible9.2(p); and (y2) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty five (305) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breachbreach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect thereto; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (iix) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (iix)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably would be expected to render the satisfaction of unsatisfied any of the conditions set forth in Section 9.2(a) 9.2(b9.3(a), Section 9.3(b) or 9.2(c) impossibleSection 9.3(c); and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty five (305) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, ; provided, however, however that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice so as to prevent the Company if the Company makes any Company Change of Recommendationconditions to Closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2, from being satisfied.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.)
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent Parent, Merger Sub or Merger Sub II may have, if: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; 9.2 impossible and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after evidence that the Company Stockholder Written Consent was obtained is not delivered to Parent by the Company Stockholder Written Consent Deadline if in accordance with Section 7.2(a); or (iii) the Company has not previously received delivered to Parent the Company Stockholder Approval PCAOB Financial Statements by June 15, 2023; or (providediv) the PCAOB Financial Statements reflect a material deterioration in the Company’s financial condition as compared to the Financial Statements, that upon in the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii))reasonable discretion of Parent.
(b) The Company may terminate this Agreement by giving written notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) 9.3 impossible; and (ii) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Stockholder Written Consent is not obtained by the Company Change of RecommendationStockholder Written Consent Deadline.
(d) The Company At any time prior to obtaining Parent Stockholder Approval, Parent may terminate this Agreement by giving written notice to the Company in order for Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar a definitive agreement with respect to a Company Superior Proposal, provided, however, provided that the Company is not then in material breach of any of Parent has otherwise complied with its representations, warranties, covenants or agreements contained in this Agreementobligations under Section 6.2(b).
Appears in 1 contract
Sources: Business Combination Agreement (Altitude Acquisition Corp.)
Termination Upon Default. (a) Parent The Purchaser Parties may terminate this Agreement by giving written notice to the CompanyCompany Group on or prior to the Closing Date, without prejudice to any rights or obligations Parent or Merger Sub the Purchaser Parties may have: (i) at any time prior to the Closing Date , if (x) the Company Group shall have materially breached any representationof its representations, warrantywarranties, agreement agreements or covenant covenants contained herein or in any Additional Agreement to be performed on or prior to the Closing DateDate or this Agreement, which has rendered the Plan of Acquisition Merger or would reasonably the transactions contemplated hereby fail to be expected to render authorized or approved by the satisfaction of any shareholders of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; Company and (y) such breach canshall not be cured or is not cured within fifteen (15) days following receipt by the earlier Company Group of a notice describing in reasonable detail the Outside Closing Date nature of such breach. For avoidance of doubt and notwithstanding anything herein to the contrary, if the Company Group shall have failed to deliver the Audited Financial Statements and the Interim U.S. GAAP Financial Statements by May 31, 2025 and such breach shall not be cured within thirty (30) days following receipt by the Company Group of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in such breach shall constitute a material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)).
(b) The Company may terminate this Agreement by giving written notice to Parentany Purchaser Party, without prejudice to any rights or obligations the Company Group may have, if: (i) Parent if any Purchaser Party shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; Date and (ii) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and thirty within fifteen (3015) days following receipt by Parent such Purchaser Party(s) of a written notice from the Company describing in reasonable detail the nature of such breach.
(c) If either party causes a delay in the business combination process after the signing of this Agreement that exceeds six (6) months, the other party shall have the right to terminate this Agreement. For the avoidance of doubt, any delay resulting from regulatory, policy, or governmental approvals or filings, including but not limited to approvals or filings with the SEC or the CSRC, in connection with the transactions contemplated herein, shall not be deemed attributable to either party. However, this exclusion shall not apply to delays caused by a party’s failure to submit any necessary or required documents to the relevant regulatory or governmental authorities in a timely and complete manner.
(d) In the event that this Agreement is terminated pursuant to Section 13.2 hereof, the breaching party or the delaying party shall be obligated to pay the non-breaching party or non-delaying party a break-up fee of $1,500,000 (the “Break-up Fee”), within two (2) business days after termination of this Agreement by the non-breaching party or non-delaying party. The Company and the Purchaser Parties acknowledge and agree that (i) the Break-up Fee is a fair and reasonable estimate of the actual damages suffered by the non-breaching party, which amount would otherwise be impossible to calculate with precision, (ii) the Break-up Fee constitutes liquidated damages hereunder and is not intended to be a penalty, and (iii) the Break-Up Fee shall be the sole and exclusive remedy available to the non-breaching party or non-delaying party and their respective Affiliates against the breaching party or delaying party and their respective Affiliates under this Agreement; provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained limitations set forth in this Agreement.
(cSection 13.2(d)(iii) Parent may terminate this Agreement by giving written notice shall not apply to the Company if liabilities arising from any Fraud Claim against the Company makes any Company Change of Recommendationbreaching party or the delaying party.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Quetta Acquisition Corp)
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to Closing by giving notice to the Closing Date if Company if: (xi)(A) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a), Section 9.2(b), Section 9.2(c), Section 9.2(l), or Section 9.2(m) 9.2(b) or 9.2(c) impossible; impossible and (yB) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (301) 30 days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breachbreach or (2) the Outside Termination Date; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); or (iii) the Company has failed to comply with its covenants under Section 7.5 in the time period required by such provision; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement at any time prior to Closing by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent or Merger sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably would be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b9.3(a), Section 9.3(b) or 9.2(cSection 9.3(c) impossible; , and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30i) 30 days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, breach or (ii) the Outside Termination Date; provided, however, however that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice so as to prevent the Company if the Company makes any Company Change of Recommendationconditions to Closing set forth in Section 9.2(a), Section 9.2(b), Section 9.2(c), Section 9.2(l), or Section 9.2(m) from being satisfied.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Sources: Merger Agreement (NaturalShrimp Inc)
Termination Upon Default. (a) Parent The Purchaser may terminate this Agreement on or prior to the Closing Date by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub the Purchaser may have: (i) at any time prior to the Closing Date , if (x) the Company or the Stockholders shall have materially breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction result in a failure of any of the conditions a condition set forth in Section 9.2(a) 9.2(b10.2(a) or 9.2(cSection 10.2(b) impossible; to be satisfied and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Stockholders’ Representative, as the case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent that, the Purchaser shall not have the right to terminate this Agreement pursuant to this Section 12.2(a) if the Purchaser is not then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants agreement or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii))covenant hereunder.
(b) The Company may terminate this Agreement on or prior to the Closing Date by giving written notice to Parentthe Purchaser, without prejudice to any rights or obligations the Company may have, if: (i) Parent if the Purchaser shall have materially breached any of its covenantsrepresentation, agreementswarranty, representations, and warranties agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction result in a failure of any of the conditions a condition set forth in Section 9.2(a10.3(a) 9.2(b) or 9.2(c) impossible; to be satisfied and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent the Purchaser of a written notice from the Company describing in reasonable detail the nature of such breach, ; provided, however, that that, the Company shall not have the right to terminate this Agreement pursuant to this Section 12.2(b) if the Company is not then in material breach of any of its representationsrepresentation, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intentwarranty, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreementcovenant hereunder.
Appears in 1 contract
Sources: Share Exchange Agreement (Health Sciences Acquisitions Corp)
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations any Parent or Merger Sub Party may have: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b10.2(a) or 9.2(c10.2(b) impossible; incapable of being satisfied and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (providedprovided that, that upon the Company receiving Company’s receipt of the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)).
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b10.3(a) or 9.2(c10.3(b) impossible; incapable of being satisfied and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Health Sciences Acquisitions Corp 2)
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) ), Section 9.2(b) or Section 9.2(c) impossible; and (y) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably would be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b9.3(a), Section 9.3(b) or 9.2(cSection 9.3(c) impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, breach ; provided, however, however that the Company is not then in material breach of any of its representationsthis Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a), warranties, covenants Section 9.2(b) or agreements contained in this AgreementSection 9.2(c) from being satisfied.
(c) Parent may terminate this Agreement by giving written notice to the Company if Company, without liability to the Company makes for breach of its obligations set forth in Section 8.8 or prejudice to any Company Change of Recommendation.
(d) The Company rights or obligations Parent or Merger Sub may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approvalhave, if the Company’s Board , Parent and their respective Affiliates, as applicable, have not by the end of Directors has authorized the Company Assurance Arrangement Negotiation Period executed and delivered pursuant to enter into Section 8.8 each of the Assurance Agreement and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, the Assurance Escrow Agreement; provided, however, that the Company termination notice contemplated by this Section 10.2(c) shall be delivered by Parent no later than the date that is five (5) days following the expiration of the Assurance Arrangement Negotiation Period and if such notice is not then in material breach delivered prior to such date, the termination right of any of its representations, warranties, covenants or agreements contained Parent set forth in this Agreementclause (c) shall immediately terminate and be of no further force or effect.
Appears in 1 contract
Sources: Merger Agreement (Abri SPAC I, Inc.)
Termination Upon Default. (a) Parent The Purchaser Parties may terminate this Agreement by giving written notice to the CompanyCompany Group on or prior to the Closing Date, without prejudice to any rights or obligations Parent or Merger Sub the Purchaser Parties may have: (i) at any time prior to the Closing Date , if (x) the Company Group shall have materially breached any representationof its representations, warrantywarranties, agreement agreements or covenant covenants contained herein or in any Additional Agreement to be performed on or prior to the Closing DateDate or this Agreement, which has rendered the Plan of Acquisition Merger or would reasonably the transactions contemplated hereby fail to be expected to render authorized or approved by the satisfaction of any shareholders of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; Company and (y) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and thirty within fifteen (3015) days following receipt by the Company Group of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)).
(b) The Company may terminate this Agreement by giving written notice to Parentany Purchaser Party, without prejudice to any rights or obligations the Company Group may have, if: (i) Parent if any Purchaser Party shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; Date and (ii) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and thirty within fifteen (3015) days following receipt by Parent such Purchaser Party(s) of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may If either party causes a delay in the business combination process after the signing of this Agreement that exceeds six (6) months, the other party shall have the right to terminate this Agreement Agreement. For the avoidance of doubt, any delay resulting from regulatory, policy, or governmental approvals or filings, including but not limited to approvals or filings with the SEC in connection with the transactions contemplated herein, shall not be deemed attributable to either party. However, this exclusion shall not apply to delays caused by giving written notice a party’s failure to submit any necessary or required documents to the Company if the Company makes any Company Change of Recommendationrelevant regulatory or governmental authorities in a timely and complete manner.
(d) The Company may terminate In the event that this Agreement is terminated pursuant to Section 13.2 hereof, the breaching party or the delaying party shall be obligated to pay the non-breaching party or non-delaying party a break-up fee of $500,000 (the “Break-up Fee”), within two (2) business days after termination of this Agreement by giving written notice to the Parent at non-breaching party or non-delaying party. For the avoidance of doubt, any time prior to delay caused by regulation, policy, or governmental approvals or filings (including approval by or filings with the receipt of SEC or national securities exchange, such as NYSE or Nasdaq) in connection with the Company Stockholder Approval, if the CompanyTransaction shall not be deemed as either party’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provideddelay, however, it should exclude the reasons caused by the party’s delay in submitting any necessary or required documents to the regulatlory or governmental institutions. The Company and the Purchaser Parties acknowledge and agree that (i) the Company Break-up Fee is a fair and reasonable estimate of the actual damages suffered by the non-breaching party, which amount would otherwise be impossible to calculate with precision, (ii) the Break-up Fee constitutes liquidated damages hereunder and is not then intended to be a penalty, and (iii) except in material breach the case of any a Fraud Claim, the Break-up Fee shall be the sole and exclusive remedy available to the non-breaching party or non-delaying party and their respective Affiliates against the breaching party or delaying party and their respective Affiliates arising out of its representations, warranties, covenants or agreements contained in relating to the termination of this AgreementAgreement pursuant to this Section 13.2.
Appears in 1 contract
Sources: Agreement and Plan of Merger (GalaxyEdge Acquisition Corp)
Termination Upon Default. (a) The Parent may terminate this Agreement by giving written notice to the CompanyCompany Parties on or prior to the Closing Date, without prejudice to any rights or obligations the Parent or Merger Sub may have: (i) at any time prior to the Closing Date , if (x) the Company shall Parties have materially breached any representationof their representations, warrantywarranties, agreement agreements or covenant covenants contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered Date or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; this Agreement and (y) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and within thirty (30) calendar days following receipt by the Company Parties of a written notice from Parent describing in reasonable detail the nature of such breach; provided, provided however, that prior to dispatching the notice of termination, the Parent is not then shall have engaged in good faith discussions with the Company Parties to resolve the issues in dispute for a period of at least five (5) days, and have failed to resolve said issues by the end of such period. For avoidance of doubt and notwithstanding anything herein to the contrary, the failure to deliver the Audited Financial Statements and the Interim U.S. GAAP Financial Statements shall constitute a material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)).
(b) The Company may terminate this Agreement by giving written notice to the Parent, without prejudice to any rights or obligations the Company may have, if: (i) if the Parent shall have has materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; Date and (ii) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and within thirty (30) calendar days following receipt by such Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, ; provided however, that prior to dispatching the notice of termination, the Company is not then Parties shall have engaged in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to good faith discussions with the Parent to resolve the issues in dispute for a period of at any time prior least five (5) days, and have failed to resolve said issues by the receipt end of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreementsuch period.
Appears in 1 contract
Sources: Business Combination Agreement (Ribbon Acquisition Corp.)
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent or Merger Sub may have, if: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; 9.2 impossible and (y) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after evidence that the Company Stockholder Written Consent was obtained and not delivered to Parent by the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, provided that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right not be permitted to terminate this Agreement under this clause Section 12.2(a)(ii) at any time (ii)A) prior to the Company Stockholder Written Consent Deadline or (B) after such evidence has been delivered to Parent).
(b) The Company may terminate this Agreement by giving written notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) 9.3 impossible; and (ii) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) or 9.2(c) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however(ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that Parent individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable or is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreementcured within thirty (30) days following the date such Effect initially happened; or (iiiii) at any time after the Company Stockholder Shareholder Written Consent Deadline if the Company has not previously received the Company Stockholder Shareholder Approval (provided, that upon the Company receiving the Company Stockholder Shareholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (iiiii)).
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b9.3(a) or 9.2(c9.3(b) impossible; and (iiy) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however; or (ii) there shall have been any Effect in respect of Parent, that individually, or together with any other Effect since the Company is not then in material breach date of any of its representations, warranties, covenants or agreements contained in this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent which is uncurable and continuing.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateClosing, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or through 9.2(c) impossibleimpossible (a “Terminating Company Breach”); and (y) except that, if such breach cannot be cured or Terminating Company Breach is not cured curable by the earlier Company through the exercise of the Outside Closing Date and its reasonable best efforts, then, for a period of up to thirty (30) days following after receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, howeverbut only as long as the Company continues to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), that Parent such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreementcured within the Company Cure Period; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received delivered the Company Stockholder Approval to Parent (provided, that upon the Company receiving delivering the Company Stockholder ApprovalApproval to Parent, Parent shall no longer have any right to terminate this Agreement under this clause (ii)).
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) if at any time prior to the Closing, Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing DateClosing, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b9.3(a) or 9.2(c9.3(b) impossibleimpossible (a “Terminating Parent Breach”); and (ii) except that, if such breach cannot be cured or Terminating Parent Breach is not cured curable by Parent through the earlier exercise of the Outside Closing Date and its reasonable best efforts, then, for a period of up to thirty (30) days following after receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, providedbut only as long as Parent continues to use its reasonable best efforts to cure such Terminating Parent Breach (the “Parent Cure Period”), howeversuch termination shall not be effective, that and such termination shall become effective only if the Company Terminating Parent Breach is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to cured within the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this AgreementCure Period.
Appears in 1 contract
Termination Upon Default. (a) Parent The Purchaser Parties may terminate this Agreement by giving written notice to the CompanyCompany Group on or prior to the Closing Date, without prejudice to any rights or obligations Parent or Merger Sub the Purchaser Parties may have: (i) at any time prior to the Closing Date , if (x) the Company Group shall have materially breached any representationof its representations, warrantywarranties, agreement agreements or covenant covenants contained herein or in any Additional Agreement to be performed on or prior to the Closing DateDate or this Agreement, which has rendered the Plan of Acquisition Merger or would reasonably the transactions contemplated hereby fail to be expected to render authorized or approved by the satisfaction of any shareholders of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; Company and (y) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and thirty within fifteen (3015) days following receipt by the Company Group of a written notice from Parent describing in reasonable detail the nature of such breach; provided. For avoidance of doubt and notwithstanding anything herein to the contrary, howeverany breach of Sections 8.5, that Parent is not then in 8.6, 8.7 and 9.7 shall constitute a material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)).
(b) The Company may terminate this Agreement by giving written notice to Parentany Purchaser Party, without prejudice to any rights or obligations the Company Group may have, if: (i) Parent if any Purchaser Party shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; Date and (ii) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and thirty within fifteen (3015) days following receipt by Parent such Purchaser Party(s) of a written notice from the Company describing in reasonable detail the nature of such breach.
(c) In the event that this Agreement is terminated pursuant to Section 13.2 hereof , the breaching party shall be obligated to pay the non-breaching party a break-up fee of US$2,000,000 (the “Break-up Fee”), promptly after termination of this Agreement by the non-breaching party. The Company and the Purchaser Parties acknowledge and agree that (i) the Break-up Fee is a fair and reasonable estimate of the actual damages suffered by the non-breaching party, which amount would otherwise be impossible to calculate with precision, (ii) the Break-up Fee constitutes liquidated damages hereunder and is not intended to be a penalty, and (iii) the Break-up Fee shall be the sole and exclusive aggregate remedy available to all the non-breaching parties and their Affiliates against the breaching party and its Affiliates hereunder; provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained limitations set forth in this Agreement.
(cSection 13.2(c)(iii) Parent may terminate this Agreement by giving written notice shall not apply to the Company if liabilities arising from any Fraud Claim against the Company makes any Company Change breaching party. For the avoidance of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to doubt, in the Parent at any time prior to the receipt event of the Company Stockholder Approvalforce majeure such as the SEC holds the clearance of the Registration Statement for more than six months from the filing of such Registration Statement or the SEC’s proposed rules amendment on Special Purpose Acquisition Companies dated March 30, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent2022 (Release No., agreement in principle33-11048; IC-34549) becomes effective, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is this clause shall not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreementapply.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent or Merger Sub may have, if: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; 10.2 impossible and (y) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after evidence that the Company Stockholder Written Consent was obtained is not delivered to Parent by the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, provided that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right not be permitted to terminate this Agreement under this clause Section 13.2(a)(ii) at any time (ii)A) prior to the Company Stockholder Written Consent Deadline or (B) after such evidence has been delivered to Parent).
(b) The Company may terminate this Agreement by giving written notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) 10.3 impossible; and (ii) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) or 9.2(c) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; , provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)). For the avoidance of doubt, Parent shall also have the right to terminate this Agreement pursuant to this Section 10.2(a) if (A) the conditions set forth in Sections 9.1 and 9.3 have been satisfied on or prior to the date of such termination (other than those conditions that, by their nature, cannot be satisfied until the Closing Date, but, which conditions would be satisfied if the Closing Date were the date of such termination), (B) Parent and Merger Sub are willing, ready and able to effect the Closing, and (C) the Company fails to effect the Closing within two (2) Business Days following the written request of Parent to proceed with the Closing.
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b9.3(a) or 9.2(c9.3(b) impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may . For the avoidance of doubt, the Company shall also have the right to terminate this Agreement by giving written notice pursuant to this Section 10.2(b) if (A) the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time conditions set forth in Sections 9.1 and 9.2 have been satisfied on or prior to the receipt date of such termination (other than those conditions that, by their nature, cannot be satisfied until the Closing Date, but, which conditions would be satisfied if the Closing Date were the date of such termination), (B) the Company is willing, ready and able to effect the Closing, and (C) Parent and Merger Sub fail to effect the Closing within two (2) Business Days following the written request of the Company Stockholder Approval, if to proceed with the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this AgreementClosing.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) or 9.2(c) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; breach provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)).
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b9.3(a) or 9.2(c9.3(b) impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Sources: Business Combination Agreement (Roth CH Acquisition Co.)
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateClosing, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or through 9.2(c) impossibleimpossible (a “Terminating Company Breach”); and (y) except that, if such breach cannot be cured or Terminating Company Breach is not cured curable by the earlier Company, then, for a period of the Outside Closing Date and up to thirty (30) days following after receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; , but only as long as the Company continues to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period, provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received delivered the Company Stockholder Approval to Parent (provided, that upon the Company receiving delivering the Company Stockholder ApprovalApproval to Parent, Parent shall no longer have any right to terminate this Agreement under this clause (ii)).
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) if at any time prior to the Closing, Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing DateClosing, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a9.3(a) 9.2(bthrough 9.3(c) or 9.2(c) impossibleimpossible (a “Terminating Parent Breach”); and (ii) except that, if such breach cannot be cured or Terminating Parent Breach is not cured curable by the earlier Parent, then, for a period of the Outside Closing Date and up to thirty (30) days following after receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, but only as long as Parent continues to use its reasonable best efforts to cure such Terminating Parent Breach (the “Parent Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Parent Breach is not cured within the Parent Cure Period, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company Company, without prejudice to any rights or obligations Parent or Merger Sub may have, if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Support Agreement is not executed and delivered by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized and the Company to enter into and has entered into any letter Stockholders listed on Schedule I within 24 hours following the execution of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) or 9.2(c) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however(ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that Parent individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable or is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreementcured within thirty (30) days following the date such Effect initially happened; or (iiiii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (iiiii)).
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, at any time prior to the Closing Date, if: (i) (x) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b9.3(a) or 9.2(c9.3(b) impossible; and (iiy) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however; or (ii) there shall have been any Effect in respect of Parent, that individually, or together with any other Effect since the Company is not then in material breach date of any of its representations, warranties, covenants or agreements contained in this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent which is uncurable and continuing.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Upon Default. (a) Parent The Purchaser Parties may terminate this Agreement by giving written notice to the CompanyCompany Group on or prior to the Closing Date, without prejudice to any rights or obligations Parent or Merger Sub the Purchaser Parties may have: (i) at any time prior to the Closing Date , if (x) the Company Group shall have materially breached any representationof its representations, warrantywarranties, agreement agreements or covenant covenants contained herein or in any Additional Agreement to be performed on or prior to the Closing DateDate or this Agreement, which has rendered the Plan of Acquisition Merger or would reasonably the transactions contemplated hereby fail to be expected to render authorized or approved by the satisfaction of any shareholders of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; Company and (y) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and thirty within fifteen (3015) days following receipt by the Company Group of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)).
(b) The Company may terminate this Agreement by giving written notice to Parentany Purchaser Party on or prior to the Closing Date, without prejudice to any rights or obligations the Company Group may have, if: (i) Parent if any Purchaser Party shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; Date and (ii) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and thirty within fifteen (3015) days following receipt by Parent such Purchaser Party(s) of a written notice from the Company describing in reasonable detail the nature of such breach.
(c) If either party causes a delay in the business combination process after the signing of this Agreement that exceeds six (6) months, the other party shall have the right to terminate this Agreement. For the avoidance of doubt, any delay resulting from regulatory, policy, or governmental approvals or filings, including but not limited to approvals or filings with the SEC, in connection with the transactions contemplated herein, shall not be deemed attributable to either party. However, this exclusion shall not apply to delays caused by a party’s failure to submit any necessary or required documents to the relevant regulatory or governmental authorities in a timely and complete manner.
(d) In the event that this Agreement is terminated pursuant to Section 13.2 hereof, the breaching party or the delaying party shall be obligated to pay the non-breaching party or non-delaying party a break-up fee of $500,000 (the “Break-up Fee”), within five (5) business days after termination of this Agreement by the non-breaching party or non-delaying party. The Company Group and the Purchaser Parties acknowledge and agree that (i) the Break-up Fee is a fair and reasonable estimate of the actual damages suffered by the non-breaching party, which amount would otherwise be impossible to calculate with precision, (ii) the Break-up Fee constitutes liquidated damages hereunder and is not intended to be a penalty, and (iii) the Break-Up Fee shall be the sole and exclusive remedy available to the non-breaching party or non-delaying party and their respective Affiliates against the breaching party or delaying party and their respective Affiliates under this Agreement; provided, however, that the Company limitations set forth in this Section 13.2(d)(iii) shall not apply to the liabilities arising from any Fraud Claim against the breaching party or the delaying party. Despite of the foregoing, neither party shall be required to pay a Break-up fee if termination results from: (i) failure to obtain required regulatory approvals despite using commercially reasonable efforts as referenced under Section 5(c) herein; (ii) a material adverse change affecting the other party; (iii) the failure of any closing condition that is not then in material breach within the governmental approvals, geopolitical events such as outbreak of any interstate conflicts, or other factors outside the reasonable control of its representations, warranties, covenants or agreements contained in this Agreementeither party shall provision.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Quartzsea Acquisition Corp)
Termination Upon Default. (a) Parent may terminate this Agreement by giving written (email shall suffice) notice to the CompanyAlps Holdco, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company Alps Holdco, Pubco or Merger Sub shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b10.2(a) or 9.2(c10.2(c) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company Alps Holdco of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Alps Holdco Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Alps Holdco Group as a whole which is uncurable or is not cured within thirty (30) days following the date such Effect initially happened; or (iii) at any time after the Company Stockholder Alps Holdco Shareholder Written Consent Deadline if the Company Alps Holdco has not previously received the Company Stockholder Alps Holdco Shareholder Approval (provided, that upon the Company Alps Holdco receiving the Company Stockholder Alps Holdco Shareholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (iiiii)).
(b) The Company Alps Holdco may terminate this Agreement by giving written (email shall suffice) notice to Parent, without prejudice to any rights or obligations the Company Alps Holdco may have, at any time prior to the Closing Date, if: (i) (x) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b10.3(a) or 9.2(c10.3(b) impossible; and (iiy) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company Alps Holdco describing in reasonable detail the nature of such breach, provided, however; or (ii) there shall have been any Effect in respect of Parent, that individually, or together with any other Effect since the Company is not then in material breach date of any of its representations, warranties, covenants or agreements contained in this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of Parent which is uncurable and continuing.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent Parent, Acquirer or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; , provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Shareholder Approval Deadline if the Company has not previously received the Company Stockholder Shareholder Approval (provided, that upon the Company receiving the Company Stockholder Shareholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); or (iii) the Acquisition Merger does not close before April 27, 2025.
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b10.3(a) or 9.2(c10.3(b) impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent or Merger Sub may have, if: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; 9.2 impossible and (y) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after evidence that the Company Stockholder Written Consent was obtained is not delivered to Parent by the Company Stockholder Written Consent Deadline if in accordance with Section 7.2(a); or (iii) the Company has not previously received delivered to Parent the Company Stockholder Approval PCAOB Financial Statements by May 31, 2024; (providediv) the PCAOB Financial Statements reflect a material deterioration in the Company’s financial condition as compared to the Financial Statements, that upon in the Company receiving reasonable discretion of Parent, (v) Parent, in its sole discretion, is not satisfied with the Company Stockholder Approvalresults of its due diligence investigation of the Company, or (vi) Parent shall no longer have any right is unable, without unreasonable effort, expense, or delay, to terminate this Agreement under this clause (ii))obtain the Fairness Opinion.
(b) The Company may terminate this Agreement by giving written notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) 9.3 impossible; and (ii) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) At any time prior to obtaining Parent Stockholder Approval, Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the in order for Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar a definitive agreement with respect to a Company Superior Proposal, provided, however, provided that the Company is not then in material breach of any of Parent has otherwise complied with its representations, warranties, covenants or agreements contained in this Agreementobligations under Section 6.2(b).
Appears in 1 contract
Sources: Business Combination Agreement (Altitude Acquisition Corp.)
Termination Upon Default. (a) Parent Either party may terminate this ------------------------ Agreement immediately upon the occurrence of an event of default by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (other party. The following shall constitute events of default under this Agreement:
i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateBreach by either party of its obligations under this Agreement, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; and (y) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and remedied within thirty (30) days following after receipt by the Company breaching party of written notice thereof from the other party; provided however, if such breach is as a result of software errors or malfunctions, the cure period shall be sixty (60) days from receipt of written notice and SEAVISION shall provide RCCL with a written plan and timetable to remedy such software problem within fifteen (15) days of receipt of written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach or
ii) The making by either party of any statement, representation or warranty in this Agreement or in any document furnished or to be furnished to the other party in connection herewith which shall prove to be knowingly or recklessly untrue or incorrect in any material respect, when made; or
iii) Either party (A) applying for or consenting to the appointment of a receiver, trustee or liquidator of all or a substantial part of its representations, warranties, covenants assets; (B) being unable or agreements contained failing to pay or admitting in this Agreementwriting its inability or failure to pay its debts as they mature; (C) making a general assignment for the benefit of creditors; (D) being adjudicated a bankrupt or insolvent or being dissolved; (E) filing a petition in bankruptcy or for reorganization or for an arrangement pursuant to a bankruptcy act or any insolvency law; or (iiF) at filing an answer admitting the material allegation of, or consenting to, or defaulting in answering a petition filed against it, in any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (providedbankruptcy, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii))reorganization or insolvency proceeding.
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateClosing, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) or 9.2(c) impossibleimpossible (a “Terminating Company Breach”); and (y) except that, if such breach cannot be cured or Terminating Company Breach is not cured curable by the earlier Company through the exercise of the Outside Closing Date and its reasonable best efforts, then, for a period of up to thirty (30) days following after receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, howeverbut only as long as the Company continues to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), that Parent such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreementcured within the Company Cure Period; or (ii) at any time after the Company Stockholder Shareholder Written Consent Deadline if the Company has not previously received delivered the Company Stockholder Shareholder Approval to Parent (provided, that upon the Company receiving delivering the Company Stockholder ApprovalShareholder Approval to Parent, Parent shall no longer have any right to terminate this Agreement under this clause (ii)).
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) if at any time prior to the Closing, Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing DateClosing, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b9.3(a) or 9.2(c9.3(b) impossibleimpossible (a “Terminating Parent Breach”); and (ii) except that, if such breach cannot be cured or Terminating Parent Breach is not cured curable by Parent through the earlier exercise of the Outside Closing Date and its reasonable best efforts, then, for a period of up to thirty (30) days following after receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, providedbut only as long as Parent continues to use its reasonable best efforts to cure such Terminating Parent Breach (the “Parent Cure Period”), howeversuch termination shall not be effective, that and such termination shall become effective only if the Company Terminating Parent Breach is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreementcured within the Parent Cure Period.
(c) This Agreement may be terminated by the Company in the event that the Non-Redemption Agreements are not entered into by Parent may and the other parties thereto by the Non-Redemption Agreement End Date; provided, that any such termination by the Company pursuant to this Section 10.2(c) must occur within ten (10) Business Days of the failure by Parent to enter into the Non-Redemption Agreements by the Non-Redemption Agreement End Date; provided, further, that, if Parent enters into the Non-Redemption Agreements prior to the termination of this Agreement by the Company under this Section 10.2(c), the Company shall no longer have any right to terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendationunder this Section 10.2(c).
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Upon Default. (a) Parent Either party may terminate this ------------------------ Agreement immediately upon the occurrence of an event of default by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (other party. The following shall constitute events of default under this Agreement:
i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateBreach by either party of its obligations under this Agreement, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; and (y) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and remedied within thirty (30) days following after receipt by the Company breaching party of a written notice thereof from Parent describing in reasonable detail the nature of such breachother party; provided, however, that Parent if such breach is not then in material breach as a result of software errors or malfunctions, the cure period shall be [redacted-confidential treatment requested] from receipt of written notice and Seavision shall provide RCCL with a written plan and timetable to remedy such software problem within fifteen (15) days of receipt of written notice of such breach; or
ii) The making by either party of any statement, representation or warranty in this Agreement or in any document furnished or to be furnished to the other party in connection herewith which shall prove to be knowingly or recklessly untrue or incorrect in any material respect, when made; or
iii) Either party (A) applying for or consenting to the appointment of a receiver, trustee or liquidator of all or a substantial part of its representations, warranties, covenants assets; (B) being unable or agreements contained failing to pay or admitting in this Agreementwriting its inability or failure to pay its debts as they mature; (C) making a general assignment for the benefit of creditors; (D) being adjudicated a bankrupt or insolvent or being dissolved; (E) filing a petition in bankruptcy or for reorganization or for an arrangement pursuant to a bankruptcy act or any insolvency law; or (iiF) at filing an answer admitting the material allegation of, or consenting to, or defaulting in answering a petition filed against it, in any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (providedbankruptcy, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii))reorganization or insolvency proceeding.
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing DateClosing, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) or 9.2(b) or 9.2(c) impossibleimpossible (a “Terminating Company Breach”); and (y) except that, if such breach cannot be cured or Terminating Company Breach is not cured curable by the earlier Company through the exercise of the Outside Closing Date and thirty (30) its reasonable best efforts, then, for a period of up to 30 days following after receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, howeverbut only as long as the Company continues to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), that Parent such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreementcured within the Company Cure Period; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received delivered the Company Stockholder Approval to Parent (provided, that upon the Company receiving delivering the Company Stockholder ApprovalApproval to Parent, Parent shall no longer have any right to terminate this Agreement under this clause (ii)).
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) if at any time prior to the Closing, Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing DateClosing, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b9.3(a) or 9.2(c9.3(b) impossibleimpossible (a “Terminating Parent Breach”); and (ii) except that, if such breach cannot be cured or Terminating Parent Breach is not cured curable by Parent through the earlier exercise of the Outside Closing Date and thirty (30) its reasonable best efforts, then, for a period of up to 30 days following after receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, providedbut only as long as Parent continues to use its reasonable best efforts to cure such Terminating Parent Breach (the “Parent Cure Period”), howeversuch termination shall not be effective, that and such termination shall become effective only if the Company Terminating Parent Breach is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to cured within the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this AgreementCure Period.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (xw) (1) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably be expected to render the satisfaction of unsatisfied any of the conditions set forth in Section Sections 9.2(a) ), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(c) impossible9.2(p); and (y2) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty five (305) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breachbreach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect thereto; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (iix) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (iix)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered unsatisfied or would reasonably would be expected to render the satisfaction of unsatisfied any of the conditions set forth in Section 9.2(a) 9.2(b9.3(a), Section 9.3(b) or 9.2(c) impossibleSection 9.3(c); and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty five (305) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, ; provided, however, however that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice so as to prevent the Company if the Company makes any Company Change of Recommendationconditions to Closing set forth in Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) or 9.2(p), from being satisfied.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Revelstone Capital Acquisition Corp.)
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent or Merger Sub may have, if: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; 10.2 impossible and (y) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after evidence that the Company Stockholder Written Consent was obtained is not delivered to Parent by the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, provided that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right not be permitted to terminate this Agreement under this clause Section 13.2(a)(ii) at any time (ii)A) prior to the Company Stockholder Written Consent Deadline or (B) after such evidence has been delivered to Parent).
(b) The Company may terminate this Agreement by giving written notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) 10.3 impossible; and (ii) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to Closing by giving notice to the Closing Date if Company if: (xi)(A) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) ), Section 9.2(b) or ), Section 9.2(c) impossible; Section 9.2(f), Section 9.2(h) and Section 9.2(j) impossible and (yB) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (301) 30 days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; providedbreach (or with respect to the obligation to deliver financial statements pursuant to Section 9.2(j) five (5) days, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement(2) the Outside Termination Date; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b), or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement at any time prior to Closing by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent or Merger sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably would be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) 9.3(a), Section 9.3(b), or 9.2(cSection 9.3(c) impossible; , and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30i) 30 days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, breach or (ii) the Outside Termination Date; provided, however, however that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice so as to prevent the Company if the Company makes any Company Change of Recommendationconditions to Closing set forth in Section 9.2(a), Section 9.2(b) or Section 9.2(c) from being satisfied.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the CompanyCompany at any time prior to the Closing, without prejudice to any rights or obligations Parent or Merger Sub may have, if: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of such that the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; 9.2 would not be satisfied and (y) such breach cannot be cured or cured, the Company is not promptly using reasonable best efforts to cure such breach or such breach is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after evidence that the Company Stockholder Written Consent was obtained is not delivered to Parent by the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, provided that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right not be permitted to terminate this Agreement under this clause Section 10.2(a)(ii) at any time (ii)A) prior to the Company Stockholder Written Consent Deadline or (B) after such evidence has been delivered to Parent).
(b) The Company may terminate this Agreement by giving written notice to ParentParent at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered or reasonably would render the satisfaction of any of such that the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible9.3 would not be satisfied; and (ii) such breach cannot be cured or cured, Parent is not promptly using reasonable best efforts to cure such breach or such breach is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Pine Technology Acquisition Corp.)
Termination Upon Default. (a) The Parent may terminate this Agreement by giving written notice to the CompanyCompany on or prior to the Closing Date, without prejudice to any rights or obligations the Parent or Merger Sub may have: (i) at any time prior to the Closing Date , if (x) the Company shall have has materially breached any representationof its representations, warrantywarranties, agreement agreements or covenant covenants contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered Date or would reasonably this Agreement or the transactions contemplated hereby fail to be expected to render authorized or approved by the satisfaction of any shareholders of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; Company and (y) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and thirty within fourteen (3014) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided. For avoidance of doubt and notwithstanding anything herein to the contrary, howeverthe failure to deliver the Audited Financial Statements and the Interim U.S. GAAP Financial Statements by June 10, that Parent is not then in 2025, shall constitute a material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)).
(b) The Company may terminate this Agreement by giving written notice to the Parent, without prejudice to any rights or obligations the Company may have, if: (i) if the Parent shall have has materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; Date and (ii) such breach canshall not be cured or is not cured by the earlier of the Outside Closing Date and thirty within fourteen (3014) days following receipt by such Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate In the event that this Agreement is terminated pursuant to Section 10.2 hereof, the breaching party or the delaying party shall be obligated to pay the non-breaching party or non-delaying party a break-up fee of US$1,000,000 (the “Break-up Fee”) payable in cash or common or preferred stock with an equivalent market value to the cash equivalent fair market value worth of the Break-up Fee as appraised by a third party appraiser selected jointly by the Company and Parent, within two (2) business days after termination of this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) non-breaching party or non-delaying party unless. The Company may terminate this Agreement by giving written notice to and the Parent at any time prior to acknowledge and agree that: (i) the receipt Break-up Fee is a fair and reasonable estimate of the Company Stockholder Approvalactual damages suffered by the non-breaching party, if which amount would otherwise be impossible to calculate with precision; and (ii) the Company’s Board of Directors has authorized the Company to enter into Break-up Fee constitutes liquidated damages hereunder and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreementintended to be a penalty.
Appears in 1 contract
Sources: Business Combination Agreement (Black Hawk Acquisition Corp)
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to Closing by giving notice to the Closing Date if Company if: (xi)(A) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) ), Section 9.2(b), Section 9.2(c), Section 9.2(d), Section 9.2(l) or 9.2(cSection 9.2(m) impossible; impossible and (yB) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (301) 30 days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement(2) the Outside Termination Date; or (ii) at any time after the Company G3 Stockholder Written Consent Deadline if the Company has not previously received the Company G3 Stockholder Approval (provided, that upon the Company receiving the Company G3 Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.3(d) from being satisfied.
(b) The Company may terminate this Agreement at any time prior to Closing by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent or Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably would be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b9.3(a), Section 9.3(b), Section 9.3(c) or 9.2(cSection 9.3(d) impossible; , and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30i) 30 days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, breach or (ii) the Outside Termination Date; provided, however, however that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice so as to prevent the conditions to the Company if the Company makes any Company Change of RecommendationClosing set forth in Section 9.2(a), Section 9.2(b), Section 9.2(c), Section 9.2(d), Section 9.2(l) or Section 9.2(m) from being satisfied.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to Closing by giving notice to the Closing Date if Company if: (xi)(A) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a), Section 9.2(b), Section 9.2(c), Section 9.2(l), or Section 9.2(m) 9.2(b) or 9.2(c) impossible; impossible and (yB) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (301) 30 days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breachbreach or (2) the Outside Termination Date; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); or (iii) the Company has failed to comply with its covenants under Section 7.5 in the time period required by such provision; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement at any time prior to Closing by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent or Merger sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably would be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b9.3(a), Section 9.3(b) or 9.2(cSection 9.3(c) impossible; , and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30i) 30 days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, breach or (ii) the Outside Termination Date; provided, however, however that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice so as to prevent the Company if the Company makes any Company Change of Recommendationconditions to Closing set forth in Section 9.2(a), Section 9.2(b), Section 9.2(c), Section 9.2(l), or Section 9.2(l) from being satisfied.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Appears in 1 contract
Termination Upon Default. (ai) Parent If Seller shall have made any intentionally and materially incorrect or intentionally and materially inaccurate statement in any of the representations and warranties of Seller set forth in §3(a), §3(b), §3(d)(i), §3(d)(ii), §3(d)(iii), §3(g), §3(h), §3(i) and §3(q), or Seller shall have failed to perform and comply with all of its covenants hereunder in any material respects, on, before, or through the Closing, Buyer may terminate this Agreement by giving written notice to Seller and Seller shall pay to Buyer as allowed administrative expense claims pursuant to §503 of the CompanyBankruptcy Code Buyer’s actual out-of-pocket expenses (including without limitation, without prejudice reasonable attorneys’ fees and expenses) incurred in connection with this Agreement from and after the date that the bidding procedures set forth in the Plan of Reorganization are sent to prospective bidders up to $500,000 , and the Deposit plus any rights accrued interest thereon will be returned to Buyer. It is agreed that Buyer has no adequate remedy at law for breach of this Agreement by Seller, and Buyer may pursue any and all remedies, at law or obligations Parent or Merger Sub may have: in equity, for such breach, including specific performance and injunction.
(iii) at any time prior to the Closing Date if If either (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b§7(b)(iii) or 9.2(c(iv) impossible; are not met on or before the Closing Date and Seller has not waived such breach, or (y) such breach cannot be cured or is not cured by all conditions set forth in §7(a) have been met and the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; providedfails to occur due to Buyer’s failure to close, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)).
(b) The Company Seller may terminate this Agreement by giving written notice to Parent, without prejudice Buyer and the Deposit shall be paid to Seller as liquidated damages and settlement in full of any rights or obligations claims Seller may have against Buyer hereunder. Both parties agree that the Company may have, if: (i) Parent damages that would be caused to Seller upon such a breach by a Buyer would be uncertain and very difficult to ascertain. Buyer and Seller have therefore negotiated and agreed that the Deposit shall have breached any serve as an amount of its covenants, agreements, representationsliquidated damages, and warranties contained herein to be performed on or prior they agree that the amount of the Deposit is reasonable and not greatly disproportionate to the Closing Dateloss that might be caused by such a situation Buyer and Seller agree, which has rendered or reasonably would render each with the satisfaction advice of any of the conditions set forth in Section 9.2(a) 9.2(b) or 9.2(c) impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, howevercounsel, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt amount of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into Deposit is enforceable liquidated damages and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreementan unenforceable penalty.
Appears in 1 contract
Termination Upon Default. (a) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent or Merger Sub may have: (i) at any time prior to the Closing Date if (x) the Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) ), Section 9.2(b) or Section 9.2(c) impossible; impossible and (y) such breach cannot be cured or or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); (iii) the SEC determines that Parent is precluded from closing the transactions contemplated pursuant to this Agreement under the terms of the Prospectus and such determination cannot be cured within forty-five (45) days by Parent and/or the Company using best commercial efforts; or (iv) if the Company fails to cooperate with Parent to address and resolve any SEC comments to Parent’s filings with the SEC that relate exclusively to the Company or matters for which the Company is exclusively responsible and thereafter any such comment is not resolved by Parent and/or the Company to the satisfaction of the SEC within sixty (60) days of the receipt of such comment; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied.
(b) The Company may terminate this Agreement by giving written notice to Parent, without prejudice to any rights or obligations the Company may have, if: (i) Parent shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably would be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b9.3(a), Section 9.3(b) or 9.2(cSection 9.3(c) impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, breach ; provided, however, however that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
(c) Parent may terminate this Agreement by giving written notice so as to prevent the Company if the Company makes any Company Change of Recommendationconditions to Closing set forth in Section 9.2(a), Section 9.2(b) or Section 9.2(c) from being satisfied.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
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Termination Upon Default. (a) Parent Roman may terminate this Agreement by giving written notice to the Companyother parties at any time prior to the Merger Effective Time, without prejudice to any rights or obligations Parent or Merger Sub Roman may have: (i) at any time prior to the Closing Date if (x) if the Company or PubCo Parties shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b11.2(a) or 9.2(cSection 11.2(b) impossible; impossible and (y) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Parent R▇▇▇▇ describing in reasonable detail the nature of such breach; provided, however, that Parent the right to terminate this Agreement shall not be available to Roman if Roman is not then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or agreements agreement contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii))herein.
(b) The Company may terminate this Agreement by giving written notice to Parentthe other parties at any time prior to the Merger Effective Time, without prejudice to any rights or obligations the Company and the PubCo Parties may have, if: (i) Parent Roman shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Dateherein, which has rendered or would reasonably would be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) 9.2(b11.3(a) or 9.2(cSection 11.3(b) impossible; and (ii) such breach cannot be cured or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent R▇▇▇▇ of a written notice from the Company describing in reasonable detail the nature of such breach, ; provided, however, that the right to terminate this Agreement shall not be available to the Company if the Company is not then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or agreements agreement contained in this Agreementherein.
(c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation.
(d) The Company may terminate this Agreement by giving written notice to the Parent at any time prior to the receipt of the Company Stockholder Approval, if the Company’s Board of Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
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Sources: Business Combination Agreement (Roman DBDR Acquisition Corp. II)