Termination by Either Purchaser or the Company. This Agreement may be terminated by either Purchaser or the Company at any time prior to the Acceptance Time:
Termination by Either Purchaser or the Company. This Agreement ---------------------------------------------- may be terminated and the transactions contemplated hereby may be abandoned by action of the Board of Directors of either Purchaser or the Company if (i) Merger Sub, or any Purchaser Company, shall have terminated the Offer without purchasing any Shares pursuant thereto; or (ii) the Merger shall not have been consummated by December 31, 1997, whether or not such date is before or after the approval by holders of Shares; or (iii) if required, the approval of shareholders required by Section 8.1(a) shall not have been obtained at a meeting duly convened therefor; or (iv) any court of competent jurisdiction or other governmental body located or having jurisdiction within the United States or any country or economic region in which either the Company or Purchaser, directly or indirectly, has material assets or operations, shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Offer or the Merger and such order, decree, ruling or other action is or shall have become final and nonappealable.
Termination by Either Purchaser or the Company. This Agreement and the obligations to consummate the Merger may be terminated by either Purchaser or the Company, by written notice to the other if:
Termination by Either Purchaser or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of the Company or the Purchaser if (a) the Merger shall not have been consummated by the earlier to occur of (i) December 31, 2001 and (ii) the later of (A) October 31, 2001, (B) 45 calendar days after the Proxy Statement shall have been approved by the SEC or (C) 30 calendar days after the Form 10 Registration Statement (as defined in the Spin-Off Agreements) shall have been declared effective by the SEC, (b) the Special Meeting shall have been held and the stockholders of the Company shall have failed to adopt this Agreement thereat or at any adjournment or postponement thereof, or (c) a United States federal or state court of competent jurisdiction or United States federal or state governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to clause (c) above shall have used all commercially reasonable efforts to remove such injunction, order or decree; and provided, in the case of a termination pursuant to clause (a) or (b) above, that the terminating party shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure to consummate the Merger.
Termination by Either Purchaser or the Company. This Agreement may be terminated and the Merger may be abandoned by action of either the board of directors of Purchaser or the Board of Directors if (i) Merger Sub, or any Purchaser Company, shall have terminated the Offer without purchasing any Shares pursuant thereto; provided, in the case of termination of this Agreement by Purchaser, such termination of the Offer is not in violation of the terms of the Offer or (ii) the Merger shall not have been consummated by September 30, 1997 whether or not such date is before or after the approval by holders of Shares or (iii) the approval of shareholders required by Section 8.1(a) shall not have been obtained at a meeting duly convened therefor. 9.3.
Termination by Either Purchaser or the Company. This Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of either Purchaser or the Company if (i) the Merger shall not have been consummated by July 31, 2003, whether such date is before or after the date of approval by the stockholders of the Company (the "Termination Date"), (ii) the approval of the Company's stockholders required by Section 7.1(a) shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof, or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the approval by the stockholders of the Company); provided, that the right to terminate this Merger Agreement pursuant to clause (i) above shall not be available to any party that has breached in any material respect its obligations under this Merger Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Merger to be consummated by the Termination Date.
Termination by Either Purchaser or the Company. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of either Purchaser or the Company if: (a) Purchaser, or any Purchaser Company, shall have terminated the Offer without purchasing any Shares pursuant thereto; provided, however, that in the case of termination of this Agreement by Purchaser, such termination of the Offer is not in violation of the terms of the Offer; or (b) without fault of the terminating party, the Merger shall not have been consummated by December 31, 1996, whether or not such date is before or after the approval by holders of Shares.
Termination by Either Purchaser or the Company. This Agreement may be terminated and the Merger and the other Transactions may be abandoned by action of the Board of Directors of either Purchaser or the Company if (a) the Merger shall not have been consummated on or before February 28, 1998, unless the failure to consummate the Merger is the result of a material breach of this Agreement by the party seeking to terminate this Agreement, or (b) there shall be any Law that makes consummation of the Merger illegal or otherwise prohibited or any Order that is final and nonappealable preventing the consummation of the Merger, or (c) Merger Sub or Purchaser shall have terminated the Offer in accordance with its terms and conditions without purchasing any Shares pursuant thereto.
Termination by Either Purchaser or the Company. This Agreement may be ---------------------------------------------- terminated and the Merger may be abandoned by action of the Board of Directors of either Purchaser or the Company if, without the fault of the terminating party, the Merger has not been consummated prior to March 31, 1998 or if, after the Offer is consummated, a stockholder meeting is held to consider the Merger and the Merger is not approved by holders of at least a majority of the Shares, or if there has been a material breach of any representation, warranty, covenant or agreement on the part of the other set forth in this Agreement which breach has not been cured within ten (10) days following receipt by the breaching party of notice of such breach, or if any permanent injunction or other order of a court or other competent authority preventing the consummation of the Merger shall have become final and non-appealable.
Termination by Either Purchaser or the Company. This Agreement may be ---------------------------------------------- terminated and the Merger may be abandoned by action of the Board of Directors of either Purchaser or the Company if, (a) without fault of the terminating party, the Merger shall not have been consummated by June 30, 1997 whether or not such date is before or after the approval by holders of Shares; and (b) by Purchaser or the Company if any court of competent jurisdiction or other governmental body located or having jurisdiction within the United States or any country or economic region in which the Company or any of its subsidiaries or Purchaser or any of its affiliates, directly or indirectly, has material assets or operations, shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Offer or the Merger and such order, decree, ruling or other action shall have become final and non-appealable.
