Termination of the Merger Agreement. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.
Termination of the Merger Agreement. This Agreement shall be binding upon the Holder upon the Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void, and the parties shall not have any rights or obligation hereunder.
Termination of the Merger Agreement. The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after adoption of the Merger Agreement by the Stockholders: (i) by mutual written consent of the Company and Parent or by the mutual action of their respective Boards of Directors; (ii) by either Parent or the Company if any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a "Governmental Authority") shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement or, for the benefit of Parent only, the Stockholders Agreement, and such order, decree or ruling or other action shall have become final and nonappealable; (iii) by Parent if the Company shall have breached in any material respect any of its representations, warranties, covenants or other agreements in the Merger Agreement and such breach is incapable of being cured or has not been cured within one business day prior to the then scheduled Expiration Date; (iv) by Parent if (a) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the approval or adoption of any of the Company Proposals, or failed to reconfirm its recommendation within five business days after a written request to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform any of its obligations under the Merger Agreement does not result in the failure of the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached in any material respect any of its representations, warranties, covenan...
Termination of the Merger Agreement. This Agreement shall terminate upon a termination of that certain Agreement and Plan of Merger by and among L-3, Saturn VI Acquisition Corp., and the Company, dated as of June 2, 2005 (the "Merger Agreement"). If this Agreement terminates as a result of a termination of the Merger Agreement, agreements previously in effect between the Executive and the Company shall not be superceded.
Termination of the Merger Agreement. This Agreement shall automatically terminate if and when the Merger Agreement is terminated.
Termination of the Merger Agreement. Huntsman has validly terminated the Merger Agreement in accordance with its terms pursuant to Section 7.1 of the Merger Agreement. Promptly following the Effective Date, Hexion shall take all actions reasonably required to terminate any tender offers for securities of Huntsman and its affiliates then outstanding in connection with the Transactions contemplated by the Merger Agreement, including the Debt Offer.
Termination of the Merger Agreement. If for any reason the Merger Agreement is terminated, then this Amendment shall be of no further force and effect and the Rights Agreement shall remain exactly the same as it existed immediately prior to the effectiveness of this Amendment.
Termination of the Merger Agreement. (a) Pursuant to Section 7.1(a) of the Merger Agreement, the Merger Agreement is hereby terminated and declared void, the Merger is hereby abandoned, and notwithstanding anything to the contrary contained in the Merger Agreement (including Section 7.2 thereof), all rights and obligations of the parties thereunder shall cease.
Termination of the Merger Agreement. Hanover will give Sellers prompt written notice of any termination of the Merger Agreement.
Termination of the Merger Agreement. The Merger Agreement is hereby terminated pursuant to Section 8.01(a) thereof.
