Termination by the Parent. This Agreement may be terminated by the Parent at any time prior to the Effective Time:
Termination by the Parent. This Agreement may be terminated by the Board of Directors of the Parent if any of the Acquired Corporations breaches or fails in any material respect to perform or comply with any of its covenants and agreements contained herein or breaches its representations and warranties in any material respect; provided, however, that if any such breach is curable by the Acquired Corporation through the exercise of the Acquired Corporation's reasonable best efforts and for so long as the Acquired Corporations shall be so attempting to cure such breach for a period not to exceed 20 days, the Parent may not terminate this Agreement pursuant to this Section 6.4.
Termination by the Parent. The Parent shall have the right to terminate this Agreement and Executive's employment hereunder at any time during the Term with or without "Cause." For purposes of this Agreement, "Cause" shall mean (i) a substantial and continued failure by Executive to perform his duties hereunder or (ii) Executive's conviction of a felony; PROVIDED that no termination for Cause as a result of any of the events described in clause (i) shall be deemed effective unless and until the Parent shall have provided Executive with written notice specifying in detail the action(s) or event(s) allegedly constituting grounds for the Cause termination and the Executive shall have failed to cure such action(s) or event(s) within 10 days of receipt of such notice. Any such termination without cause or due to Executive's conviction of a felony shall be effective upon the giving of notice thereof to Executive in accordance with Section 7.3 hereof, and any termination which is based on any of the action(s) or events(s) described in clause (i) shall be effective as of the 10th day following Executive's receipt of such notice if Executive shall have failed to cure the applicable action(s) or event(s).
Termination by the Parent. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Parent if: 38
Termination by the Parent. This 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Effective Time by action of the Board of Directors of Parent if (i) the Board of Directors of the Company shall have withdrawn or adversely modified its approval or recommendation of this Agreement or failed to reconfirm its recommendation of this Agreement within five business days after a written request by the Parent to do so, (ii) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 7.2(a) or 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured within 30 days after written notice thereof is given by the Parent to the Company or (iii) if the Company or any of its affiliates, representatives or agents of the Company shall take any of the actions that would be proscribed by Section 6.2.
Termination by the Parent. The Parent may terminate this Agreement upon delivery of written notice to the Requisite Backstop Parties in accordance with its terms and at any time after the occurrence of or during the continuation of any of the following events:
Termination by the Parent. This Agreement may be terminated by Parent and the Sub Merger and the Parent Merger may be abandoned at any time (i) prior to the consummation thereof, before or after the approval by stockholders of Parent or Sub, by action of the Parent Board if the Parent Board receives an unsolicited written offer with respect to a Superior Proposal, or if an unsolicited tender or exchange offer for the Parent Shares (with respect to a Superior Proposal) is commenced, and the Parent Board determines to accept such Superior Proposal or recommend that its shareholders accept such tender or exchange offer, but only after the Parent Board has been advised by counsel that approval, acceptance or recommendation of such transaction is necessary in order for the Parent Board to act in a manner consistent with its fiduciary obligations under applicable law, in accordance with clause "(y)" of Section 6.1(b)(2) provided that Parent has complied with all provisions thereof, including the notice provisions therein, and that Parent and Sub comply with applicable requirements relating to the payment (including the timing of any payment) of the Termination Fee, or (ii) before the Parent Effective Time, if Purchaser shall have breached or failed to perform in any material way any of its representations, warranties or covenants under this Agreement which breach or failure to perform is incapable of being cured or has not been cured within twenty (20) days after the giving of notice thereof to Purchaser.
Termination by the Parent. This Agreement may be terminated and the Merger may be abandoned by action of the Board of Directors of the Parent, at any time prior to the Effective Time, before or after the approval by the Company Stockholders, if:
Termination by the Parent. This Agreement may also be terminated by the Parent at any time prior to the purchase of issued and outstanding shares of Company Common Stock pursuant to the Offer:
Termination by the Parent. This Agreement may be terminated by the Parent prior to the Closing if neither the Parent nor Merger Sub is then in material default, upon written notice to the Company and the WCCC/WBOQ Buyer, upon the occurrence of any of the following:
