NOIZ » Topics » SECTION 8. TERMINATION

This excerpt taken from the NOIZ 8-K filed Jun 7, 2007.

SECTION 8. TERMINATION

8.1 Termination Events. This Agreement may be terminated prior to the Closing:

(a) by Parent if Parent reasonably determines that the timely satisfaction of any condition set forth in Section 6 has become impossible (other than as a result of any failure on the part of Parent or Merger Sub to comply with or perform any covenant or obligation of Parent or Merger Sub set forth in this Agreement);

(b) by the Company if the Company reasonably determines that the timely satisfaction of any condition set forth in Section 7 has become impossible (other than as a result of any failure on the part 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);

(c) By the Company or Parent if, at the time of the Closing it is determined pursuant to this Agreement, the Parent Stock Price is less than $7.25 or greater than $10.00, and the parties shall fail to renegotiate the form and manner of determining the Merger Consideration (subject to the requirement that the Merger shall qualify as a tax-free reorganization as provided herein).

(d) by Parent if the Closing shall not have taken place on or before May 31, 2007, or such later date as shall have been agreed upon between Parent and the Stockholders’ Representative (other than as a result of any failure on the part of Parent to comply with or perform any covenant or obligation of Parent set forth in this Agreement);

(e) by the Company if the Closing has not taken place on or before May 31, 2007, or such later date as shall have been agreed upon between Parent and the Stockholders’ Representative (other than as a result of the failure on the part of the Company to comply with or perform any covenant or obligation set forth in this Agreement); or

 

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(f) by the mutual consent of Parent and the Company.

8.2 Termination Procedures. If Parent wishes to terminate this Agreement pursuant to Section 8.1(a), Section 8.1(c) or Section 8.1(d), Parent shall deliver to the Company a written notice stating that Parent is terminating this Agreement and setting forth a brief description of the basis on which Parent is terminating this Agreement. If the Company wishes to terminate this Agreement pursuant to Section 8.1(b), Section 8.1(c), Section 8.1(e), the Company shall deliver to Parent a written notice stating that the Company is terminating this Agreement and setting forth a brief description of the basis on which the Company is terminating this Agreement.

8.3 Effect of Termination. If this Agreement is terminated pursuant to Section 8.1, all further obligations of the parties under this Agreement shall terminate; provided, however, that: (a) neither the Company nor Parent shall be relieved of any obligation or liability arising from any prior breach by such party of any provision of this Agreement; (b) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Section 11; and (c) the Company and Parent shall, in all events, remain bound by and continue to be subject to Section 5.3.

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