Termination Waiver and Amendment Clause Samples
Termination Waiver and Amendment. 40 7.1 TERMINATION...................................................40 7.2
Termination Waiver and Amendment. 44 Section 10.1 Termination....................................................................................44 Section 10.2 Effect of Termination; Termination Fee.........................................................48 Section 10.3 Amendments.....................................................................................48 Section 10.4 Waivers........................................................................................48 Section 10.5 Non-Survival of Representations, Warranties and Covenants......................................49
Termination Waiver and Amendment. This Agreement shall terminate (i) upon the written agreement of TMPA and the Participating Public Entities, or (ii) automatically upon the distribution of all amounts in the Escrow Account; provided, Sections 4.2 and 4.3 shall survive the termination of this Agreement. Any provision of this Agreement may be waived only in writing at any time by the Party that is entitled to the benefits thereof. This Agreement may not be amended or supplemented at any time, except by an instrument in writing signed on behalf of each Party hereto. The waiver by any Party hereto of any breach of a provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.
Termination Waiver and Amendment. Section 6.01 Termination 53 Section 6.02 Effect of Termination 54
Termination Waiver and Amendment. 40 7.1 Termination . . . . . . . . . . . . . . . . . . . . 40 7.2
Termination Waiver and Amendment. Section 6.01
Termination Waiver and Amendment. Section 10.1 Termination 45 Section 10.2 Effect of Termination; Termination Fee 46 Section 10.3 Amendments 47 Section 10.4 Waivers 47 Section 10.5 Non-Survival of Representations and Warranties 47 Section 11.1 Alternative Structure 48 Section 11.2 Definitions 48 Section 11.3 Entire Agreement 49 Section 11.4 Notices 49 Section 11.5 Severability 50 Section 11.6 Costs and Expenses 51 Section 11.7 Captions 51 Section 11.8 Counterparts 51 Section 11.9 Persons Bound; No Assignment 51 Section 11.10 Governing Law 51 Section 11.11 Arbitration 51 Section 11.12 Exhibits and Schedules 52 Section 11.13 Waiver 52 Section 11.14 Construction of Terms 52 Section 11.15 Specific Performance 52 Schedule 3.5. Certain Loans and Related Matters Schedule 3.7. Consents and Approvals Schedule 3.12. Employee Benefit Plans Schedule 3.16. Commitments and Contracts Schedule 3.22. Compliance with Laws Schedule 3.23. Transactions with Management Schedule 3.24. Derivative Contracts Schedule 3.25. Deposits Schedule 4.4. Authorization Schedule 4.7. Consents and Approvals Schedule 5.1(b)(iv). Capital Expenditures Exhibit 2.1(c): Form of B▇▇▇▇ Promissory Note Exhibit 5.13: Form of Bank Merger Agreement Exhibit 5.14: Form of Affiliate Letter Exhibit 5.15-A: Form of Lock-Up Agreement Exhibit 5.15-B: Form of Employment and Non-Competition Agreement Exhibit 5.15-C: M▇. ▇▇▇▇▇’▇ Form of Non-Competition Agreement Exhibit 8.5: Matters as to which Miller, Hamilton, S▇▇▇▇▇ & O▇▇▇, L.L.C., Counsel to Monticello and Monticello Bank, will opine Exhibit 9.6: Matters as to which B▇▇▇▇▇▇ ▇▇▇▇▇ Rose & White LLP, Counsel to CapitalSouth and CapitalSouth Bank, will opine This AGREEMENT AND PLAN OF MERGER, dated as of the 28th day of February, 2007 (this “Agreement”), is by and between CapitalSouth Bancorp, a Delaware corporation and a registered bank holding company (“CapitalSouth”), and Monticello Bancshares, Inc., a Florida corporation (“Monticello”), and is joined in by M▇. ▇▇▇▇ ▇▇▇▇▇, a resident of D▇▇▇▇ County, Florida with respect to certain matters (“M▇. ▇▇▇▇▇” and, collectively, the “Parties”).
Termination Waiver and Amendment. 7.1 Termination This Agreement may be terminated: (a) at any time on or prior to the Effective Time, by the mutual consent in writing of the Parties hereto; (b) at any time on or prior to the Effective Time, by Buyer in writing if Seller has, or by Seller in writing if Buyer has, breached in any material respect any covenant or undertaking contained herein or any representation or warranty contained herein, unless such breach has been cured within 30 days after written notice of such breach; 37 Next Page (c) at any time, by either Buyer or Seller in writing, (i) if any application for prior approval of a Governmental Entity which is necessary to consummate the Merger is denied or withdrawn at the request or recommendation of the Governmental Entity which must grant such approval, provided, however, that no Party shall have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if such denial or request or recommendation for withdrawal shall be due to the failure of the Party seeking to terminate this Agreement to perform or observe the covenants and agreements of such Party set forth herein, or (ii) if any Governmental Entity of competent jurisdiction shall have issued a final nonappealable order enjoining or otherwise prohibiting the completion of the Merger; (d) at any time, by either Buyer or Seller in writing, if the stockholders of Seller do not adopt this Agreement after a vote taken thereon at a meeting duly called for such purpose (or at any adjournment thereof); (e) by Buyer in writing if the Board of Directors of Seller fails to favorably recommend adoption of this Agreement to Seller's stockholders or Seller's Board of Directors withdraws such favorable recommendation or changes, alters or modifies such favorable recommendation in a manner adverse to Buyer; (f) by Seller in writing prior to the meeting of Seller's stockholders to vote on the adoption of this Agreement for the sole purpose of permitting Seller to enter into a definitive agreement with respect to an Alternative Proposal; or (g) by either Buyer or Seller in writing if the Effective Time has not occurred by the close of business on February 28, 2002, provided that a Party which is then in breach of any of its representations, warranties, covenants or obligations shall not be entitled to be a terminating Party hereunder. 7.2
Termination Waiver and Amendment. 47 Section 7.01. Termination...............................................47 (a) By Mutual Consent..............................................47 (b) By Either Party................................................47 (c) By Northfield..................................................48 (d) By Liberty.....................................................48 Section 7.02. Effect of Termination....................................48 (a) In General.....................................................48 (b) Expense Fee....................................................49 ARTICLE VIII - MISCELLANEOUS................................................49 Section 8.01. Expenses..................................................49 (a) In General.....................................................49 (b)
Termination Waiver and Amendment. 7.1 TERMINATION This Agreement may be terminated: