RESCISSION OF CERTAIN AGREEMENTS Sample Clauses

RESCISSION OF CERTAIN AGREEMENTS. All written or oral contracts, agreements and understandings between the Parties, EXCEPT FOR the Restated and Amended Agreements and Instruments (as defined in Section 2 below), are hereby rescinded and shall be of no further force or effect. (Such rescinded contracts, agreements and understandings are hereinafter referred to as the "Rescinded Agreements and Instruments.") Each Party (the "Releasing Party") hereby releases the other Party (the "Released Party") and each of the Released Party's officers, directors, shareholders, employees, consultants and agents (collectively "affiliates") from (i) all obligations of the Released Party and its affiliates under the Rescinded Agreements and Instruments and (ii) all actions, causes of action, suits, debts, obligations, losses, costs, claims, promises, damages and demands whatsoever, known or unknown, which the Releasing Party ever had, now has, or hereafter may have against the Released Party and its affiliates (except that such release shall not release or otherwise affect any obligation of the Released Party or its affiliates under this Agreement, the Restated and Amended Agreements and Instruments, or the Equipment Lease (as defined in Section 5.8 below.) The contracts, agreements and understandings between the Parties which are rescinded hereby include, without limitation, the Restated and Amended Note Purchase Agreement of June 19, 1996, the Restated and Amended Manufacturing Agreement of June 19, 1996, and the Technology Transfer Agreement of June 19, 1996.
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RESCISSION OF CERTAIN AGREEMENTS. (a) The provisions of Section 3.2 of this Agreement are intended to supersede the provisions of Article VII of that certain Series C Convertible Preferred Stock Purchase Agreement among the Corporation and the investors named therein, dated as of January 20, 2005 and any amendment thereof or any similar agreement (the "Original Series C Agreement"). From and after the execution and delivery of this Agreement by the Company and the Purchasers, who together hold not less than two-thirds (2/3) of the Underlying Common Stock (as defined in the Original Series C Agreement), the provisions of Article VII of the Original Series C Agreement shall be deemed to be terminated and superseded in all respects.
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Related to RESCISSION OF CERTAIN AGREEMENTS

  • Modification of Certain Agreements The Borrower will not, and will not permit any of its Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in,

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Modification of Certain Documents No Group Member shall do any of the following:

  • Absence of Certain Agreements Neither Parent nor any of its Affiliates has entered into any contract, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether oral or written), pursuant to which: (a) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company (i) agrees to vote to adopt this Agreement or the Merger or (ii) agrees to vote against any Superior Proposal or (b) any Third Party has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger.

  • Effect of Certain Changes (a) If there is any change in the number of shares of outstanding Common Stock through the declaration of stock dividends, or through a recapitalization resulting in stock splits or combinations or exchanges of such shares, the number of shares of Common Stock available for Options and the number of such shares covered by outstanding Options, and the exercise price per share of the outstanding Options, shall be proportionately adjusted by the Board to reflect any increase or decrease in the number of issued shares of Common Stock: provided, however, that any fractional shares resulting from such adjustment shall be eliminated.

  • Modifications of Certain Documents The Borrower will not consent to any modification, supplement or waiver of (a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Permitted Indebtedness or Special Longer-Term Unsecured Indebtedness that would result in such Permitted Indebtedness or Special Longer-Term Unsecured Indebtedness not meeting the requirements of the definition of “Permitted Indebtedness” or “Special Longer-TermLonger Term Unsecured Indebtedness”, as applicable, set forth in Section 1.01 of this Agreement, unless following such amendment, modification or waiver, such Permitted Indebtedness or Special Longer-Term Unsecured Indebtedness, as applicable, would otherwise be permitted under Section 6.01, or (b) either of the Affiliate Agreement or the Custodian Agreement, unless such modification, supplement or waiver is not materially less favorable to the Borrower than could be obtained on an arm’s-length basis from unrelated third parties, in each case, without the prior consent of the Administrative Agent (with the approval of the Required Lenders). Without limiting the foregoing, the Borrower may, at any time and from time to time, without the consent of the Administrative Agent or the Required Lenders, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness permitted pursuant to Section 6.01(d), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms so long as following any such action such Indebtedness continues to be permitted under Section 6.01(d).

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction.

  • Amendments of Certain Documents Amend or otherwise modify (a) any of its Organization Documents in a manner materially adverse to the Administrative Agent or the Lenders, or (b) any term or condition of any Unsecured Financing Documentation in any manner materially adverse to the interests of the Administrative Agent or the Lenders.

  • Termination of Certain Contracts The Purchaser shall have received evidence reasonably acceptable to the Purchaser that the Contracts involving the Company and/or Company Stockholder or other Related Persons set forth on Schedule 8.3(e)(xv) shall have been terminated with no further obligation or Liability of the Company thereunder.

  • Termination of Certain Provisions To the extent any covenant, representation, obligation or consent requirement herein is said to be for the benefit of the Lenders or of the Collateral Agent, such provision shall, with respect to the Lenders or the Collateral Agent, be deemed to terminate upon the payment of all outstanding Loans and the termination of the Credit Agreement.

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