After Termination of Merger Agreement Sample Clauses

After Termination of Merger Agreement. Buyer agrees that during the period commencing upon the termination of the Merger Agreement and ending on the fifth anniversary of the date hereof (the "restricted period") none of Buyer or any of its affiliates shall transfer the Shares or the Conversion Shares to any Person that is not Buyer or wholly owned subsidiary of Buyer. Notwithstanding the foregoing, during the restricted period Buyer and its wholly owned subsidiaries shall have the right to transfer (i) any or all Shares and Conversion Shares in privately negotiated transactions or, in registered offerings pursuant to the Registration Rights Agreement, to any Person specified in Rule 13d-1(b)(1)(ii) promulgated under the Exchange Act (as such rule was in effect immediately prior to its February 17, 1998 amendment) who would be eligible based on such Person's status and passive intent with respect to the ownership, holding and voting of such Shares or Conversion Shares to report such Person's ownership of such Shares or Conversion Shares (assuming such Person owned a sufficient number of such Shares or Conversion Shares to require such filing) on Schedule 13G, (ii) Shares and Conversion Shares that (treating all such Shares as converted into Conversion Shares) represent 5% or less of the issued and outstanding Common Stock, in privately negotiated transactions or, in registered offerings pursuant to the Registration Rights Agreement, to any Person who would not, after such transfer, beneficially own in excess of 9.9% of the issued and outstanding Common Stock (treating all Shares as converted into Conversion Shares), (iii) any or all Shares or Conversion Shares in transactions effected on the New York Stock Exchange (the "NYSE") and (iv) any or all Shares or Conversion Shares in Rule 144 transactions subject to the volume limitations of Rule 144(e). 3.4
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Related to After Termination of Merger Agreement

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Termination of Merger 9.1 This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Date, whether before or after shareholder approval of this Agreement, by the consent of the Board of Directors of MLGT and CXNG.

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

  • Termination of Consulting Agreement As of the Effective Date, the Consulting Agreement is hereby terminated and is of no further force or effect.

  • Survival After Termination of Agreement Notwithstanding anything to the contrary contained in this Agreement, the covenants in Sections 7(a) and (b) shall survive the termination of this Agreement and the Executive's employment with the Company.

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • MERGER ON TERMINATION The voluntary or other surrender of this Lease by Tenant, or a mutual termination of this Lease, shall terminate any or all existing subleases unless Landlord, at its option, elects in writing to treat the surrender or termination as an assignment to it of any or all subleases affecting the Premises.

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

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