Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directors.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Genworth Financial Inc), Agreement and Plan of Merger (Potomac Electric Power Co), Agreement and Plan of Merger (Exelon Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company and Parent referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards Boards of directorsDirectors.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Clearview Cinema Group Inc), Agreement and Plan of Merger (CSC Holdings Inc), Agreement and Plan of Merger (St Paul Companies Inc /Mn/)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders shareholders of the Company referred to in Section 7.1(a)Company, by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent by action and Acquisition Corp., acting under the direction of their respective boards of directors.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (National Home Health Care Corp), Agreement and Plan of Merger (National Home Health Care Corp), Agreement and Plan of Merger (National Home Health Care Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directorsParent.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Agiliti, Inc. \De), Agreement and Plan of Merger (Covetrus, Inc.), Agreement and Plan of Merger (Vonage Holdings Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directors.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Cardinal Health Partners Lp), Agreement and Plan of Merger (Sterling Venture Partners L P), Agreement and Plan of Merger (Djo Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Company, by the mutual written consent of Parent and the Company and Parent by action of their respective boards of directorsCompany.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Lockheed Martin Corp), And Restated Agreement and Plan of Merger (Esoft Inc), Agreement and Plan of Reorganization (Engineering Measurements Co)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Stockholder Approval is obtained, by mutual written consent of the Company and Parent by action of their respective boards of directors.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (ORBCOMM Inc.), Agreement and Plan of Merger (Control4 Corp), Agreement and Plan of Merger (Ultimate Software Group Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders partners of RELP or the Company referred to in Section 7.1(a), shareholders of AIP or by the mutual written consent of AIP and RELP, with the Company and Parent by action prior approval of their respective boards Board of directors.Trust Managers and General Partner. 29 9.2
Appears in 7 contracts
Samples: Agreement and Plan of Merger (American Industrial Properties Reit Inc), Agreement and Plan of Merger (Usaa Income Properties Iii LTD Partnership), Agreement and Plan of Merger (American Industrial Properties Reit Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a8.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directors.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Concord Communications Inc), Agreement and Plan of Merger (Symbol Technologies Inc), Agreement and Plan of Merger (Niku Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Company, by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent by action and Merger Sub, acting under the direction of their respective boards of directors.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Nurx Pharmaceuticals, Inc.), Agreement and Plan of Merger (Quantrx Biomedical Corp), Agreement and Plan of Merger (Magellan Holdings, Inc.)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders shareholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directors.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Hanmi Financial Corp), Agreement and Plan of Merger (Hanmi Financial Corp), Agreement and Plan of Merger (Kinetic Concepts Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards Boards of directorsDirectors.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Vintage Petroleum Inc), Agreement and Plan of Merger (Wallace Computer Services Inc), Agreement and Plan of Merger (Moore Corporation LTD)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders shareholders of the Company and Parent referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards Boards of directorsDirectors.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (MCN Energy Group Inc), Agreement and Plan of Merger (Detroit Edison Co), Agreement and Plan of Merger (Dte Energy Co)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval by holders of this Agreement Shares, by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of Purchaser and the Company and Parent Company, by action of their respective boards Boards of directorsDirectors.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Tylan General Inc), Agreement and Plan of Merger (Ski LTD), Agreement and Plan of Merger (Hallwood Group Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger Mergers may be abandoned at any time prior to the First Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 7.1(a6.01(b), by mutual written consent of the Company and Parent Parent, by action of their respective boards Boards of directorsDirectors.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Twenty-First Century Fox, Inc.), Agreement and Plan of Merger (Walt Disney Co/)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective TimeDate, whether before or after the adoption approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Company, by the mutual written consent of Parent and the Company and Parent by action of their respective boards of directorsCompany.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Physician Corporation of America /De/), Agreement and Plan of Merger (Lukens Medical Corp), Agreement and Plan of Merger (Cri Esh Partners Lp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders date of the Company Stockholder Approval and the Parent Stockholder Approval referred to in Section 7.1(a6.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directorsParent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Metacrine, Inc.), Agreement and Plan of Merger and Reorganization (SendGrid, Inc.), Agreement and Plan of Merger and Reorganization (Twilio Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger Mergers may be abandoned at any time prior to the Delta Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 7.1(a6.01(b), by mutual written consent of the Company and Parent Parent, by action of their respective boards Boards of directorsDirectors.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fox Corp), Amended and Restated Agreement and Plan of Merger (New Fox, Inc.), Agreement and Plan of Merger (Walt Disney Co/)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a)Sections 8.1(a) and 8.2(a) hereof, by the mutual written consent of Praxair and the Company and Parent Company, by action of their respective boards Boards of directorsDirectors.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Px Acquisition Corp), Agreement and Plan of Merger (Px Acquisition Corp), Agreement and Plan of Merger (Cbi Industries Inc /De/)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders receipt of the Company referred to in Section 7.1(a)Requisite Vote, by mutual written consent of the Company and Parent by action of their respective boards Boards of directorsDirectors.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Barr Pharmaceuticals Inc), Agreement and Plan of Merger (Ivax Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders partners of RELP or the Company referred to in Section 7.1(a), shareholders of AIP or by the mutual written consent of AIP and RELP, with the Company and Parent by action prior approval of their respective boards Board of directorsTrust Managers and General Partner.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (American Industrial Properties Reit Inc), Agreement and Plan of Merger (American Industrial Properties Reit Inc), Agreement and Plan of Merger (American Industrial Properties Reit Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders shareholders of the Company and stockholders of Parent referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directorsParent.
Appears in 4 contracts
Samples: Voting Agreement (Newhouse Broadcasting Corp), Agreement and Plan of Merger (Discovery Communications, Inc.), Agreement and Plan of Merger (Scripps Networks Interactive, Inc.)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders shareholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directors.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Banta Corp), Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Biomet Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Timefiling of the Certificate of Merger, whether before or after obtaining the adoption of this Agreement Requisite Stockholder Approvals, by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company JIS, Judge and Parent Acquisition, by action of their respective boards of directors.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Judge Imaging Systems Inc /), Agreement and Plan of Merger (Judge Imaging Systems Inc /), Agreement and Plan of Merger (Judge Group Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Company, by the mutual written consent of the Company and Parent by action Purchaser, Merger Sub and, with the consent of their respective boards of directors.the Special Committee, the Company. 7.2
Appears in 4 contracts
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Allmerica Financial Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Allmerica Financial Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Allmerica Financial Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger Mergers may be abandoned at any time prior to the First Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent Parent, by action of their respective boards Boards of directorsDirectors.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Time Warner Inc.)
Termination by Mutual Consent. This Agreement may be terminated and the Distribution Merger may be abandoned at any time prior to the Distribution Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Company, by mutual written consent of the Company and Parent Parent, by action of their respective boards Boards of directorsDirectors.
Appears in 4 contracts
Samples: Distribution Agreement and Plan of Merger (Fox Corp), Distribution Agreement and Plan of Merger (New Fox, Inc.), Distribution Agreement and Plan of Merger (Twenty-First Century Fox, Inc.)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent Cingular by action of their respective boards Boards of directorsDirectors.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (At&t Wireless Services Inc), Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (Cingular Wireless LLC)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders shareholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directors.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Prime Resource Inc), Agreement and Plan of Merger (BBM Holdings, Inc.), Agreement and Plan of Merger (American General Corp /Tx/)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Stockholder Approval has been obtained, by mutual written consent of the Company and Parent by action of their respective boards Boards of directorsDirectors.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Usf Corp), Agreement and Plan of Merger (Yellow Roadway Corp), Agreement and Plan of Merger (Usf Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders shareholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent SBC, by action of their respective boards of directors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Southern New England Telephone Co), Agreement and Plan of Merger (SBC Communications Inc), Agreement and Plan of Merger (SBC Communications Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval by holders of this Agreement Shares, by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of Parent (also acting on behalf of Merger Sub) and the Company and Parent Company, by action of their respective boards Boards of directorsDirectors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Koninklijke Philips Electronics Nv), Agreement and Plan of Merger (Philips Electronics N V), Agreement and Plan of Merger (Koninklijke Philips Electronics Nv)
Termination by Mutual Consent. This Subject to Section 1.3(b), this Agreement may be terminated terminated, and the Offer and the Merger may be abandoned abandoned, at any time prior to the Effective Time, whether before or after by the mutual written consent of Parent and the Company, notwithstanding any requisite approval and adoption of this Agreement and the Transactions by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directorsCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Molex Inc), Agreement and Plan of Merger (Molex Inc), Agreement and Plan of Merger (Woodhead Industries Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the shareholders or stockholders of the Company and Parent, respectively, referred to in Section 7.1(a), by mutual written consent of the Company and Parent Parent, by action of their respective boards Boards of directorsDirectors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Bellsouth Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders date of the Company Stockholder Approval referred to in Section 7.1(a6.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directorsParent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Advaxis, Inc.), Agreement and Plan of Merger (Ayala Pharmaceuticals, Inc.), Agreement and Plan of Merger (Advaxis, Inc.)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a6.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directorsParent.
Appears in 3 contracts
Samples: Voting Agreement (Straight Path Communications Inc.), Agreement and Plan of Merger (Straight Path Communications Inc.), Agreement and Plan of Merger (Blount International Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approvals by the stockholders of the Company and Parent referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards Boards of directorsDirectors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Healthcare Corp), Agreement and Plan (Emergent Group Inc/Ny), Agreement and Plan of Reorganization and Merger (Medical Resources Management Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Company, by the mutual written consent of Parent, Merger Sub and the Company and Parent by action of their respective boards of directorsCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cephalon Inc), Agreement and Plan of Merger (Cephalon Inc), Agreement and Plan of Merger (Guidant Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company and Parent referred to in Section 7.1(a), by mutual written consent of the Company Company, Parent and Parent Merger Sub, by action of their respective boards of directors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Allegheny Power System Inc), Agreement and Plan of Merger (Augat Inc), Agreement and Plan of Merger (Thomas & Betts Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Requisite Vote is obtained, by mutual written consent of the Company and Parent by action of their respective boards of directors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Goldman Sachs Group Inc), Agreement and Plan of Merger (McJunkin Red Man Holding Corp), Agreement and Plan of Merger (McJunkin Red Man Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a8.1(a), by mutual written consent of the Company and Parent Company, by action of their respective boards the Company Board (approved by the Independent Directors), and Novartis, by action of its board of directors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chiron Corp), Agreement and Plan of Merger (Novartis Ag), Agreement and Plan of Merger (Novartis Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders shareholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent Company, by action of their respective boards its board of directors, acting upon the recommendation of the Independent Committee, and Parent, by action of its board of directors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (ShangPharma Corp), Agreement and Plan of Merger (Ninetowns Internet Technology Group Co LTD), Agreement and Plan of Merger (Wang Shuang)
Termination by Mutual Consent. This Agreement may be ----------------------------- terminated and the Merger may be abandoned at any time prior to the Effective Timeexpiration or termination of the Offer, whether before or after the adoption approval by holders of this Agreement Shares, by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of Parent and the Company and Parent Company, by action of their respective boards Boards of directorsDirectors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ohm Corp), Agreement and Plan of Merger (International Technology Corp), Agreement and Plan of Merger (Ohm Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approvals by the stockholders of the Company and Parent referred to in Section 7.1(a8.1(a), by mutual written consent of the Company Company, Parent and Parent the Asset Purchaser, by action of their respective boards Boards of directorsDirectors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Black Hills Corp /Sd/), Agreement and Plan of Merger, Agreement and Plan of Merger (Great Plains Energy Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a)Dime and Xxxxxx, respectively, by the mutual written consent agreement of the Company Dime and Parent Xxxxxx, approved by action of their respective boards Boards of directorsDirectors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hudson United Bancorp), Agreement and Plan of Merger (Hudson United Bancorp), Agreement and Plan of Merger (Hudson United Bancorp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Shareholder and/or LVGI, by the mutual written consent of the Company Boards of Directors of AGI and Parent by action of their respective boards of directorsLVGI.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (AdLine Network, LLC), Agreement and Plan of Merger (Las Vegas Gaming Inc), Agreement and Plan of Merger (American Wagering Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Company, by the mutual written consent of the Company Purchaser and Parent by action of their respective boards of directorsthe Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Worth John R), Agreement and Plan of Merger (Spartech Corp), Agreement and Plan of Merger (Alberto Culver Co)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders shareholders of the Company referred to in Section 7.1(a)Company, by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent by action and Merger Sub, acting under the direction of their respective boards of directors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (MLE Holdings, Inc.), Agreement and Plan of Merger (Wellco Enterprises Inc), Agreement and Plan of Merger (Mity Enterprises Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Requisite Company referred to in Section 7.1(a)Vote is obtained, by mutual written consent of the Company and Parent by action of their respective boards of directors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Conagra Brands Inc.), Agreement and Plan of Merger (Hilton Hotels Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement any approval by the stockholders of the Company referred to in Section 7.1(a)Company, by the mutual written consent of Investor and the Company and Parent by action prior to the purchase of their respective boards of directorsthe Shares pursuant to the Offer.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Prometheus Senior Quarters LLC), Agreement and Plan of Merger (Kapson Senior Quarters Corp), Agreement and Plan of Merger (Prometheus Senior Quarters LLC)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by time the stockholders of the Requisite Company referred to in Section 7.1(a)Vote is obtained, by mutual written consent of the Company and Parent by action of their respective boards of directors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Sigma Aldrich Corp), Agreement and Plan of Merger (Dyncorp International Inc.)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a), Time by mutual written consent of the Company and Parent STI, by action of their respective boards of directors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Specialty Teleconstructors Inc), Agreement and Plan of Merger (Specialty Teleconstructors Inc), Agreement and Plan of Merger (Carpenter Tommie R)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Shareholder Approval is obtained, by mutual written consent of the Company and Parent by action (on behalf of their respective boards of directorsthe Buyer Parties).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Campbell Soup Co), Agreement and Plan of Merger (Snyder's-Lance, Inc.)
Termination by Mutual Consent. This Agreement may be terminated and ----------------------------- the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement its approval by the stockholders of the Company referred to in Section 7.1(a)Company, by mutual written consent of the Company (through the Continuing Directors, the Special Directors or their designated successors), Parent and Parent Merger Sub, by action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Technology Corp), Agreement and Plan of Merger (Fluor Daniel Gti Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Timefiling of the Articles of Merger, whether before or after obtaining the adoption of this Agreement requisite stockholder approvals, by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company Celestial and Parent PDI, by action of their respective boards of directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Celestial Ventures Corp), Agreement (Celestial Ventures Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)and/or the approval of the Parent Requisite Resolutions and Parent Director Resolutions by the shareholders of Parent, by mutual written consent of the Company and Parent Parent, by action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WPP Group PLC), Agreement and Plan of Merger (Young & Rubicam Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders receipt of the Requisite Company referred to in Section 7.1(a)Vote, by mutual written consent of Parent and the Company and Parent by action with the approval of their respective boards of directorsdirectors (in the case of the Company, acting upon the recommendation of the Special Committee, if then in existence).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MEMSIC Inc), Agreement and Plan of Merger (Idg-Accel China Growth Fund Ii L P)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a8.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directorsParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sirna Therapeutics Inc), Agreement and Plan of Merger (Merck & Co Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Stockholder Approval, by mutual written consent of the Company Company, Parent and Parent Merger Sub, which consent shall have been approved by action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interpore International Inc /De/), Agreement and Plan of Merger (Biomet Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Company, by the mutual written consent of Investor and the Company and Parent by action of their respective boards of directorsCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kapson Senior Quarters Corp), Agreement and Plan of Merger (Prometheus Senior Quarters LLC)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent by Parent, through action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Premark International Inc), Stockholder Agreement (Premark International Inc)
Termination by Mutual Consent. This Agreement may be terminated and the ----------------------------- Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval by holders of this Agreement Shares, by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of Purchaser and the Company and Parent Company, by action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Seawolf Acquisition Corp), Agreement and Plan of Merger and Reorganization (Seda Specialty Packaging Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Company, by the mutual written consent of the Company Purchaser and Parent by action of their respective boards of directorsthe Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Extended Stay America Inc), Agreement and Plan of Merger (Studio Plus Hotels Inc)
Termination by Mutual Consent. This Agreement may be terminated ----------------------------- and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement gaining Requisite Stockholder Approval, by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directorsParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Usweb Corp), Agreement and Plan of Merger (Usweb Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger Mergers may be abandoned at any time prior to the First Merger Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Stockholder Approval is obtained, by mutual written consent of the Company and Parent by action of their respective boards of directorsParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apollo Residential Mortgage, Inc.), Agreement and Plan of Merger (Apollo Commercial Real Estate Finance, Inc.)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Stockholder Approval, by mutual written consent of the Company and Parent by action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medco Health Solutions Inc), Agreement and Plan of Merger (Accredo Health Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders holders of the Company Shares referred to in Section 7.1(a8.1(a), by the mutual written consent of Parent and the Company and Parent by action of their respective boards of directorsCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hc Investments Inc), Agreement and Plan of Merger (Loctite Corp)
Termination by Mutual Consent. This Agreement may be terminated terminated, and the Merger Mergers may be abandoned abandoned, at any time prior to the Effective Time, whether before or after the adoption of this Agreement Xxxxxx Stockholder Approval has been obtained, by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company Xxxxxx, XXX and Parent by Xxxxxx, through action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forbes Energy Services Ltd.), Agreement and Plan of Merger (Superior Energy Services Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders shareholders of the Company referred to in Section 7.1(a)or Keystone, by mutual written consent of the Company and Parent Keystone, by action of their respective boards of directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keystone Automotive Industries Inc), Agreement and Plan of Merger (Republic Automotive Parts Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders shareholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compex Technologies Inc), Agreement and Plan of Merger (Encore Medical Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by Company Stockholder Approval or the stockholders Parent Stockholder Approval or the Parent Majority of the Company referred to in Section 7.1(a)Minority Stockholder Approval has been obtained, by mutual written consent of the Company by action of the Company Board (acting with the approval of the Independent Director) and Parent by action of their respective boards the Special Committee or the Parent Board (acting upon the recommendation of directorsthe Special Committee).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NantKwest, Inc.), Agreement and Plan of Merger (Cambridge Equities, LP)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders shareholders of the Company referred to in Section 7.1(a)Company, by the mutual written consent of Acquiror and the Company and Parent (acting pursuant to authorization by action of their respective boards of directors).
Appears in 2 contracts
Samples: Agreement of Merger (Karrington Health Inc), Agreement of Merger (Sunrise Assisted Living Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a8.1(a), by mutual written consent of the Company by action of its board of directors and Parent by action of their respective boards of directorsits Chief Executive Officer or Chief Financial Officer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Netopia Inc), Agreement and Plan of Merger (Netopia Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by time the stockholders of the Company referred to in Section 7.1(a)Requisite Stockholder Approval is obtained, by mutual written consent of the Company and Parent by action of their respective boards of directorsParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tropicana Las Vegas Hotel & Casino, Inc.), Agreement and Plan of Merger (Penn National Gaming Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Stockholder Approval is obtained, by mutual written consent of the Company and Parent duly authorized by action each of their respective boards of directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Providence Equity Partners VI L P), Agreement and Plan of Merger (Sra International Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger Mergers may be abandoned at any time prior to the Merger 1 Effective Time, whether before or after the adoption of this Agreement by the stockholders Requisite Company Vote and the approval of this Agreement, the Company referred to in Section 7.1(a)Parent Share Issuance and the Parent Charter Amendment by the Requisite Parent Vote, by mutual written consent of the Company and Parent by action of their respective boards of directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Greenlane Holdings, Inc.), Agreement and Plan of Merger (KushCo Holdings, Inc.)
Termination by Mutual Consent. This Agreement may be ----------------------------- terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval by holders of this Agreement Shares, either by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of Acquiror and the Company and Parent Company, or by mutual action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Toys R Us Inc), Agreement and Plan of Merger (Toys R Us Inc)
Termination by Mutual Consent. This Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent Purchaser by action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bionx Implants Inc), Agreement and Plan of Merger (Conmed Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after not the adoption of this Agreement Company Shareholder Approval has been obtained, by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of Purchaser, Merger Sub and the Company and Parent by action of their respective boards of directorsCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Red Pearl Acquisition Corp), Agreement and Plan of Merger (Armor Holdings Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a8.1(a), by mutual written consent of the Company (at the direction of the Special Committee) and Parent by action of their respective boards of directorsthe Mutual Group.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alfa Corp), Agreement and Plan of Merger (Alfa Mutual Insurance Co)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company shareholder approval referred to in Section 7.1(a7.01(a), by the mutual written consent of Parent and the Company and Parent by action of their respective boards of directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bank of Marin Bancorp), Agreement and Plan of Merger (Bank of Marin Bancorp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company and Parent referred to in Section 7.1(a), by mutual -41- written consent of the Company Company, Parent and Parent Merger Sub, by action of their respective boards of directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HNC Software Inc/De), Agreement and Plan of Merger (Fair Isaac & Company Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a8.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Icahn Enterprises L.P.), Agreement and Plan of Merger (Dynegy Inc.)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders shareholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent Parent, by action of their respective boards of directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Equifax Inc), Agreement and Plan of Merger (Talx Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company stockholder or shareholder approvals referred to in Section 7.1(a7.01(a), by the mutual written consent of Parent and the Company and Parent by action of their respective boards of directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Community Bancorp Inc), Agreement and Plan of Merger (First Community Bancorp /Ca/)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a)Company, by the mutual written consent of Parent and the Company and Parent by action of their respective boards of directorsCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Suiza Foods Corp), Agreement and Plan of Merger (Suiza Foods Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Company, by the mutual written consent of the Company Company, acting under the direction of the Company’s Board of Directors, and Parent by action Acquirer and Merger Sub, acting under the direction of their respective boards of directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Talbots Inc), Agreement and Plan of Merger (J Jill Group Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval by holders of this Agreement Common Stock, by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of Purchaser and the Company and Parent Company, by action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (All American Communications Inc), Agreement and Plan of Merger (Pearson Merger Co Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company and Parent, respectively, each referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MKS Instruments Inc), Agreement and Plan of Merger (Applied Science & Technology Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a8.1(a), by mutual written consent of the Company and Parent by action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bp Amoco PLC), Agreement and Plan of Merger (SBC Communications Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after any approval of the adoption of this Agreement matters presented in connection with the Merger by the stockholders of the Company referred to in Section 7.1(a)Company, by mutual written consent of the Company Company, Parent and Parent Merger Sub by duly authorized action of their respective boards Boards of directorsDirectors (or, in the case of Company, the Special Committee).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quadramed Corp), Agreement and Plan of Merger (Francisco Partners II LP)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval by holders of this Agreement Shares, by the stockholders mutual consent of DLB and the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DLB Oil & Gas Inc), Agreement and Plan of Merger (Bonray Drilling Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption and approval of this Agreement by the stockholders of the Company Stockholders referred to in Section 7.1(a7.1(c), by mutual written consent of the Company and Parent Buyer by action of their respective boards of directorsBoards.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nasdaq Stock Market Inc), Agreement and Plan of Merger (Instinet Group Inc)
Termination by Mutual Consent. This Agreement may be terminated terminated, and in connection therewith the Offer may be terminated, at any time prior to the Acceptance Date, and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption approval of this Agreement by the stockholders of the Company referred to in Section 7.1(a)Company, by the mutual written consent of the Company, acting under the direction of the Company Board, and Parent by action and Purchaser, acting under the direction of their respective boards of directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Napster Inc), Agreement and Plan of Merger (Best Buy Co Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent Parent, by action of their respective boards Boards of directorsDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Directv)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent by action of their respective boards of directorsParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hypercom Corp), Agreement and Plan of Merger (Verifone Systems, Inc.)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders shareholders of the Company referred to in Section 7.1(a7.01(a), by the mutual written consent of Parent and the Company and Parent by action of their respective boards of directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metrocorp Inc), Shareholder Agreement (Centennial Bank Holdings, Inc.)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a8.1(a), by mutual written consent of the Company (at the direction of the Special Committee) and Parent by action of their respective boards of directorsDimensional.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dimensional Associates, LLC), Agreement and Plan of Merger (Orchard Enterprises, Inc.)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement approval by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company and Parent if the Boards of Directors of each so determines by action the affirmative vote of their respective boards a majority of directorsthe members of its entire Board of Directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Provide Commerce Inc), Agreement and Plan of Merger (Actv Inc /De/)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other Transactions may be abandoned at any time prior to the Effective Time, whether before or after the adoption of this Agreement Stockholder Approval, by the stockholders of the Company referred to in Section 7.1(a), by mutual written consent of the Company, acting under the direction of the Company Board, and Parent by action of their respective boards of directorsParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Specialized Health Products International Inc), Agreement and Plan of Merger (Bard C R Inc /Nj/)
