M&A Boot Camp booklet 2023 - Flipbook - Page 137
(b) by Parent if the Closing has not taken place on or before 5:00 p.m. (Pacific time) on May 20, 2009 (other than as a result of any
failure on the part of Parent to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement or in
any other agreement or instrument delivered to the Company in connection with the transactions contemplated by this Agreement);
(c) by the Company if the Closing has not taken place on or before 5:00 p.m. (Pacific time) on May 20, 2009 (other than as a result of
any failure on the part of the Company or any of the stockholders of the Company to comply with or perform any covenant or obligation set
forth in this Agreement or in any other agreement or instrument delivered to Parent in connection with the transactions contemplated by this
Agreement);
(d) by either Parent or the Company if: (i) a court of competent jurisdiction or other Governmental Body shall have issued a final and
nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or
otherwise prohibiting the Merger; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to the
Merger by any Governmental Body that would make consummation of the Merger illegal;
(e) by Parent if: (i) any of the representations and warranties of the Company contained in this Agreement shall be inaccurate as of the
date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set
forth in Section 6.1 would not be satisfied; or (ii) any of the covenants of the Company contained in this Agreement shall have been
breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that if an inaccuracy in any of the
representations and warranties of the Company as of a date subsequent to the date of this Agreement or a breach of a covenant by the
Company is curable by the Company through the use of reasonable efforts within 30 days after Parent notifies the Company in writing of the
existence of such inaccuracy or breach (the “Company Cure Period”), then Parent may not terminate this Agreement under this Section 8.1(e)
as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company
Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Parent may not terminate
this Agreement pursuant to this Section 8.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the
expiration of the Company Cure Period);
(f) by the Company if: (i) any of Parent’s representations and warranties contained in this Agreement shall be inaccurate as of the date
of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth
in Section 7.1 would not be satisfied; or (ii) if any of Parent’s covenants contained in this Agreement shall have been breached such that the
condition set forth in Section 7.2 would not be satisfied; provided, however, that if an inaccuracy in any of Parent’s representations and
warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Parent is curable by Parent through the use of
reasonable efforts within 30 days after the Company notifies Parent in writing of the existence of such inaccuracy or breach (the “Parent Cure
Period”), then the Company may not terminate this Agreement under this Section 8.1(f) as a result of such inaccuracy or breach prior to the
expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise reasonable efforts to cure such
inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 8.1(f) with respect to
such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Parent Cure Period); or
47.