Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the adoption of this Agreement by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by the mutual written consent of the Company and Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Divine Inc), Agreement and Plan of Merger (Open Market Inc), Agreement and Plan of Merger (Eprise Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after gaining the adoption requisite approval of this Agreement by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentCompany, by the mutual written consent of the Company and Parent.
Appears in 4 contracts
Samples: Stockholder Agreement (Unify Corp), Stockholder Agreement (Axs One Inc), Agreement and Plan of Merger and Reorganization (Divine Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the adoption approval by holders of this Agreement by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentShares, either by the mutual written consent of Acquiror and the Company and ParentCompany, or by mutual act of their respective Boards of Directors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Magnetic Technologies Corp), Agreement and Plan of Merger (SPS Technologies Inc), Agreement and Plan of Merger (SPS Technologies 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 or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares referred to in connection with the Merger by the stockholders of ParentSection 7.1(a), by the mutual written consent of the Company and ParentParent by action of their respective boards of directors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American General Corp /Tx/), Agreement and Plan of Merger (Lg&e Energy Corp), Agreement and Plan of Merger (Equitable of Iowa Companies)
Termination by Mutual Consent. This Agreement may be terminated and the Merger and other transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time, before or after the adoption approval of this Agreement by the stockholders Shareholders, by mutual consent of the Company or Merger Sub Parent and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by the mutual written consent of the Company and ParentCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fingerhut Companies Inc), Agreement and Plan of Merger (Federated Department Stores Inc /De/), Agreement and Plan of Merger (Fingerhut Companies 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 or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares referred to in connection with the Merger by the stockholders of ParentSection 7.1(a), by the mutual written consent of the Company and ParentParent by action of their respective Boards of Directors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nisource Inc), Agreement and Plan of Merger (Nisource Inc), Agreement and Plan of Merger (Columbia Energy Group)
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 or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares referred to in connection with the Merger by the stockholders of ParentSection 5.1(a), by the mutual written consent of the Company and ParentParent by action of their respective Boards of Directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vitaminshoppe Com Inc), Agreement and Plan of Merger (Vitamin Shoppe Industries)
Termination by Mutual Consent. This Agreement may be terminated and the Merger Mergers and the other Transactions may be abandoned at any time prior to the Effective Time, before or after the adoption approval by holders of this Agreement Common Stock, by the stockholders mutual consent of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentCompany, by the mutual written consent action of the Company and Parenttheir respective Boards of Directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (VMM Merger Corp), Agreement and Plan of Merger (Vdi Multimedia)
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 hereof by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares referred to in connection with the Merger by the stockholders of ParentSection 8.1(a), by the mutual written consent of the Company and ParentParent by action of their respective boards of directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fortis Inc /Nv/), Agreement and Plan of Merger (Alden John Financial 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 or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares referred to in connection with the Merger by the stockholders of ParentSection 8.1(a), by the mutual written consent of the Company Company, Merger Sub and ParentParent by action of their respective Boards of Directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ceridian Corp), Agreement and Plan of Merger (Abr Information 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 of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares referred to in connection with the Merger by the stockholders of ParentSection 7.1(a), by the mutual written consent of the Company and ParentParent if the Boards of Directors of each so determines by the affirmative vote of a majority of the members of its entire Board of Directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (V One Corp/ De), Agreement and Plan of Merger (Steelcloud Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the adoption of this Agreement by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentCompany, by the mutual written consent of Purchaser, Sub and the Company and ParentCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grupo Grifols Sa), Agreement and Plan of Merger (Seracare 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 or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares referred to in connection with the Merger by the stockholders of ParentSection 8.1(a), by the mutual written consent of the Company Company, the Parent and Parentthe Merger Subsidiary.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liqui Box Corp), Agreement and Plan of Merger (Davis Samuel B)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after gaining the adoption requisite approval of this Agreement by the shareholders of the Company and the stockholders of the Company or Merger Sub and the approval Parent (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent), by the mutual written consent of the Company and Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Divine Inc), Agreement and Plan of Merger (Eshare Communications Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned (notwithstanding approval of the Merger by the Boards of Directors and stockholders of Holdings and the Surviving Corporation) at any time prior to the Effective Time, before or after the adoption of this Agreement by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, Time by the mutual written consent of the Company Board of Directors of Holdings and Parentthe Board of Directors of the Surviving Corporation.
Appears in 1 contract
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the adoption of this Agreement by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentRequisite Shareholder Approval, by the mutual written consent of Parent and the Company and ParentCompany.
Appears in 1 contract
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 or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares referred to in connection with the Merger by the stockholders of ParentSection 6.1(a), by the mutual written consent of the Company and ParentParent by action of their respective Boards of Directors.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Asset Management Corp)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the adoption approval of this Agreement by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by the mutual written consent of Parent and the Company and ParentCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Panoramic Care 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 of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares referred to in connection with the Merger by the stockholders of ParentSECTION 7.1(a), by the mutual written consent of the Company and Parentby action of their respective Boards of Directors.
Appears in 1 contract
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the adoption of this Agreement by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parentgaining Requisite Stockholder Approval, by the mutual written consent of the Company and Parent.. 8.2
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eltron International Inc)
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, before or after the adoption of this Agreement by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentSub, by the mutual written consent of the Company, acting under the direction of the Company Board, and ParentMerger Sub, acting under the direction of its board of directors.
Appears in 1 contract
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 or Merger Sub and the approval (if necessaryreferred to in Section 7.1(a) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parenthereof, by the mutual written consent of the Company and Parent.
Appears in 1 contract
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the adoption of this Agreement by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentShareholder Approval, by the mutual written consent of Buyer, the Company Merger Subsidiary and Parentthe Company.
Appears in 1 contract
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 or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares referred to in connection with the Merger by the stockholders of ParentSection 7.1(a), by the mutual written consent of the Company and ParentParent by action of their respective boards of directors.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Bankers Insurance 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 of this Agreement its approval by the stockholders Company Requisite Vote, by mutual action of the Company or Merger Sub and the approval (if necessary) Boards of Directors of the issuance of the Company, Parent Shares in connection with the and Merger by the stockholders of Parent, by the mutual written consent of the Company and ParentSub.
Appears in 1 contract
Termination by Mutual Consent. This Agreement may be terminated and the Stock Purchase and Merger may be abandoned at any time prior to the Effective Time, before or after the adoption of this Agreement by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by the mutual written consent of Purchaser and the Company and ParentCompany.
Appears in 1 contract
Samples: Stock Purchase Agreement (Leiner Health Products Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger merger may be abandoned at any time prior to the Effective Time, before or after the adoption of this Agreement approval by the stockholders shareholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, parties by the mutual written consent of Purchaser and the Company and Parentby action of their respective boards of directors.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Southwest Industrial Products Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger Mergers may be abandoned at any time prior to the Effective Time, before or after the adoption of this Agreement approval by the stockholders holders of the Company or Merger Sub Class A Common Shares and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentClass A Preferred Shares, by the mutual written consent of the Board of the Trustees of the Company and Parentthe general partner of the Limited Partnership and the Board of Directors of the New Company.
Appears in 1 contract
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 or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares referred to in connection with the Merger by the stockholders of ParentSECTION 7.1(a), by the mutual written consent of the Company and ParentParent by action of their respective Boards of Directors.
Appears in 1 contract
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 or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares referred to in connection with the Merger by the stockholders of ParentSection 6.1(a), by the mutual written consent of the Company and Parent.Parent by action of their respective Boards of Directors. ARTICLE VIII
Appears in 1 contract
Samples: Exhibit 2 Agreement and Plan of Merger (Payless Shoesource 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, before or after the adoption approval of this Agreement by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentCompany, by the mutual written consent of Parent and the Company and ParentCompany. 7.2.
Appears in 1 contract
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 or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentRequisite Vote, by the mutual written consent of the Company (through the Continuing Directors or their designated successors), Parent and ParentMerger Sub.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chips & Technologies Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger Mergers may be abandoned at any time prior to the Effective Time, before or after the adoption of this Agreement approval by the stockholders holders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentShares, by the mutual written consent of the Board of Trustees of the Company and Parentthe general partner of the Limited Partnership and the Board of Directors of the New Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Liberty Self Stor Inc)
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the adoption of this Agreement by Legacy Stockholders Meeting or the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of ParentEnterprises Stockholders Meeting, by the mutual written consent of the Company Enterprises and ParentLegacy.
Appears in 1 contract
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 or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares referred to in connection with the Merger by the stockholders of ParentSection 7.1(a), by the mutual written consent of the Company and Parentthe Parent Parties if the Boards of Directors of each so determines by the affirmative vote of a majority of the members of its entire Board of Directors.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wink 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 of this Agreement by the stockholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares referred to in connection with the Merger by the stockholders of ParentSection 8.1(a), by the mutual written consent of the Company, by action of the Company Board (approved by the Committee) and Parent, by action of its Board of Directors.
Appears in 1 contract
Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the adoption of this Agreement by the stockholders shareholders of the Company or Merger Sub and the approval (if necessary) of the issuance of the Parent Shares in connection with the Merger by the stockholders of Parent, by the mutual written consent of the Company and Parent.
Appears in 1 contract
