Unilateral Termination. (a) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement.
Appears in 11 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Wright Medical Group N.V.), Agreement and Plan of Merger (MINDBODY, Inc.)
Unilateral Termination. (a) Either Parent Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement.
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Opsware Inc), Agreement and Plan of Merger (Covad Communications Group Inc), Agreement and Plan of Reorganization (Opsware Inc)
Unilateral Termination. (a) Either Parent Buyer, on the one hand, or the Company, on the other hand, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority Entity shall have issued a nonappealable final an injunction, order, decree or ruling or taken any other actionaction to restrain, in each case having the effect of permanently restrainingenjoin, enjoining make illegal or otherwise prohibiting prohibit the Merger or any other material transaction contemplated by this AgreementMerger.
Appears in 5 contracts
Samples: Merger Agreement (CDC Software CORP), Merger Agreement (CDC Corp), Merger Agreement (CDC Corp)
Unilateral Termination. (a) Either Parent Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger Stock Purchase or any other material transaction contemplated by this Agreement.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Revelyst, Inc.), Stock Purchase Agreement (Outdoor Products Spinco Inc.), Stock Purchase Agreement (Outdoor Products Spinco Inc.)
Unilateral Termination. (a) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementAgreement or (ii) there has been adopted an applicable Law that makes the consummation of the Mergers on the terms and conditions contemplated by this Agreement illegal.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sumo Logic, Inc.), Agreement and Plan of Reorganization (Sumo Logic, Inc.)
Unilateral Termination. (a) Either Parent or the CompanySeller, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Neoforma Inc), Asset Purchase Agreement (I Many Inc)
Unilateral Termination. (a) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action (and the appeal of such judgment or action has been denied) having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bright Mountain Media, Inc.), Agreement and Plan of Merger (5to1 Holding Corp.)
Unilateral Termination. (a) 11.2.1 Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intermix Media, Inc.), Agreement and Plan of Merger (Datameg Corp)
Unilateral Termination. (a) Either Parent Buyer or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction jurisdiction, governmental or other Governmental Authority authority shall have issued a nonappealable non-appealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementAcquisition.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ase Test LTD), Asset Purchase Agreement (Advanced Semiconductor Engineering Inc)
Unilateral Termination. (a) Either Parent Acquirers Representative or the Seller or Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable non-appealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger Share Purchase or any other material transaction contemplated by this Agreement.
Appears in 2 contracts
Samples: Share Purchase Agreement (Medigus Ltd.), Share Purchase Agreement (ParaZero Technologies Ltd.)
Unilateral Termination. (a) 10.2.1 Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Adaptec Inc), Agreement and Plan of Merger (Interwoven Inc)
Unilateral Termination. (a) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementAgreement or (ii) there has been adopted an applicable Law that makes the consummation of the Merger on the terms and conditions contemplated by this Agreement illegal.
Appears in 1 contract
Unilateral Termination. (a) Either Parent or the CompanyCompanies, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the either Merger or any other material transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novume Solutions, Inc.)
Unilateral Termination. (acc) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vonage Holdings Corp)
Unilateral Termination. (a) Either Parent Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementMerger.
Appears in 1 contract
Unilateral Termination. (au) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vonage Holdings Corp)
Unilateral Termination. (a) Either Parent Buyer on the one hand, or Seller on the Companyother hand, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger Share Purchase or any other material transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Exar Corp)
Unilateral Termination. (a) Either Parent Buyer or the CompanyParent, by giving written notice to the other, may terminate this Agreement at any time prior to the Closing if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger Equity Purchase or any other material transaction contemplated by this Agreement.
Appears in 1 contract
Unilateral Termination. (a) Either Parent the Purchaser or the CompanySeller, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction Governmental Entity or other Governmental Regulatory Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction transactions contemplated by this Agreementhereby.
Appears in 1 contract
Unilateral Termination. (a) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority of competent jurisdiction shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementAgreement or (ii) there has been adopted an applicable Law that makes the consummation of the Merger on the terms and conditions contemplated by this Agreement illegal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zoom Telephonics, Inc.)
Unilateral Termination. (a) Either Parent or the CompanyHoldCo, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novume Solutions, Inc.)
Unilateral Termination. (a) Either Parent Buyer or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementMerger.
Appears in 1 contract
Samples: Stockholder Support and Option Agreement (Mgi Pharma Inc)
Unilateral Termination. (at) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vonage Holdings Corp)
Unilateral Termination. (a) Either Parent Buyer or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (IntraLinks Holdings, Inc.)
Unilateral Termination. (a) 10.2.1 Either Parent Acquirer or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Netscreen Technologies Inc)
Unilateral Termination. (a) Either Parent Buyer or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction jurisdiction, governmental or other Governmental Authority authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementAcquisition.
Appears in 1 contract
Samples: Asset Purchase Agreement (Teraforce Technology Corp)
Unilateral Termination. (a) Either Parent Excite@Home or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority Entity shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementMerger.
Appears in 1 contract
Unilateral Termination. (a) Either Parent of Buyer or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger Stock Purchase or any other material transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Phoenix Technologies LTD)
Unilateral Termination. (a) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement.
Appears in 1 contract
Unilateral Termination. (a) 11.2.1 Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementMerger.
Appears in 1 contract
Samples: Pemstar Inc
Unilateral Termination. (a) Either Parent PAR3 or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement.
Appears in 1 contract
Unilateral Termination. (a) 10.2.1 Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementMerger.
Appears in 1 contract
Unilateral Termination. (a) 10.2.1 Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Power Technology Inc)
Unilateral Termination. (a) Either Parent Macrovision or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement.
Appears in 1 contract
Unilateral Termination. (a) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling judgment or taken any other action, in each case action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining, restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementAgreement or (ii) there has been adopted an applicable Law that makes the consummation of the Merger on the terms and conditions contemplated by this Agreement illegal.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ReWalk Robotics Ltd.)
Unilateral Termination. (ai) Either Parent Acquiror or the CompanyTarget, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this AgreementMerger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (PDF Solutions Inc)