Examples of By Parent in a sentence
By Parent, by written notice (a “Termination Notice”) to Buyer at any time after the Option Expiration Date, if (I) the Closing has not occurred on or prior to the date upon which such Termination Notice is given, and (II) there is no condition to closing set forth in Article VIII that both (x) has not been either satisfied or waived by Seller and (y) the absence of satisfaction of which has been caused solely by a breach by Seller and/or Parent of its or his obligations under this Agreement.
By Parent or the Company, if (i) the Requisite Company Vote is not obtained upon a vote at a duly held meeting to obtain the Requisite Company Vote, or (ii) the Parent Requisite Vote is not obtained upon a vote at a duly held meeting to obtain the Parent Requisite Vote.
By Parent and Merger Sub in writing, without liability to Parent and Merger Sub, if there shall have been any Material Adverse Effect on the Company's business, assets, properties, prospects or condition (financial or otherwise)(which, for purposes of this Section 8.01(i), shall not include the death of John T.
By Parent, by written notice (a "Termination Notice") to Buyer at any time after the Option Expiration Date, if (I) the Closing has not occurred on or prior to the date upon which such Termination Notice is given, and (II) there is no condition to closing set forth in Article VIII that both (x) has not been either satisfied or waived by Seller and (y) the absence of satisfaction of which has been caused solely by a breach by Seller and/or Parent of its or his obligations under this Agreement.
By Parent if, the Per Share Merger Consideration, as calculated in accordance with the Merger Agreement and after giving effect to all applicable adjustments thereto, would be lower than $2.80, without interest.
By Parent, if the Environmental Limit is exceeded as provided under Section 5.17(d).
By Parent, if a Tender Offer is commenced (as such term is defined in Rule 14d-2 under the Exchange Act), other than by Parent or a Subsidiary thereof, and the Company Board recommends (including in compliance with Section 7.08) that the stockholders of the Company tender their shares in such Tender Offer or otherwise fails to recommend that such stockholders reject such Tender Offer within the ten-Business-Day period specified in Rule 14e-2(a) under the Exchange Act.
By Parent or the Company, if the Company Shareholder Approval is not obtained at the Company Meeting.
By Parent or Buyer, in the event that the Purchase is not consummated by December 31, 2004.
By Parent, if at or prior to the Diligence Ending Time, Parent notifies the Company that it has decided not to pursue the transactions contemplated by this Agreement.