Amendment/Termination of Acquisition Agreements Sample Clauses

Amendment/Termination of Acquisition Agreements. The Settling Parties herby acknowledge and agree that upon execution of this Agreement: (i) the terms and provisions of the Purchase Agreement, as amended by that certain Amendment No. 2 to Asset Purchase Agreement, dated as of the date hereof (the “Purchase Agreement Amendment” and together with the Purchase Agreement, the “Amended Purchase Agreement”), shall continue in full force and effect; (ii) the terms and provisions of the Amended Security Agreement shall continue in full force and effect; (iii) the Prior Notes shall be null and void and shall cease to be of further force or effect; (iv) that certain Stock Rights and Restriction Agreement, dated as of October 1, 2008 (the “Original Restriction Agreement”), as amended by that certain Amendment No. 1 to Stock Rights and Restriction Agreement, dated effective as of September 3, 2009, (the “Restriction Agreement Amendment”, and together with the Original Restriction Agreement, the “Amended Restriction Agreement”), shall continue in full force and effect; and (v) that certain Supply, License and Transition Services Agreement, dated as of October 1, 2008 (the “Original Supply Agreement”), by and between Buyer and Complete Nutrition Holdings, Inc., a Nebraska corporation (f/k/a “Complete Nutrition, Inc.”) (“CNH”), as amended by that certain Amendment No. 1 to Supply, License and Transition Services Agreement, dated as of the date hereof, by and among Buyer, Buyer Sub and CNH in substantially the form as attached Exhibit C (the “Supply Agreement Amendment”, and together with the Original Supply Agreement, the “Supply Agreement”), shall continue in full force and effect. For purposes of clarity, each agreement not specifically referenced above, including, without limitation, those certain Proprietary Information, Non-Competition and Non-Solicitation Agreements between Buyer, on one hand, and each of Seller, Xxxxxx and Xxxx, on the other hand, each dated as of October 1, 2008, shall remain in full force and effect; provided, however, all agreements between the Settling Parties shall in all respects be subject to the terms of that certain Agreement, dated effective as of September 1, 2009, by and among Buyer, Buyer’s Sub, Seller, Xxxxxx and Xxxx (the “Xxxx Agreement”) which sets forth the Settling Parties’ agreements with respect to the matters specified therein, including Xxxx’x ability to provide consulting or employment services on behalf of CNH.
Sample 1
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Related to Amendment/Termination of Acquisition Agreements

  • Amendment; Termination (a) This Addendum (including the Schedules hereto) may not be amended without the prior written consent of the Majority Japan Local Currency Banks hereunder and subject to the provisions of Section 8.01 of the Credit Agreement.

  • TERM, TERMINATION AND AMENDMENT (a) This Agreement shall become effective on the date of its execution and shall remain in full force and effect for a period of two years from the effective date and shall automatically continue in full force and effect after such initial term unless either party terminates this Agreement by written notice to the other party at least sixty (60) days prior to the expiration of the initial term.

  • Waiver; Amendment; Termination (a) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by the Company with approval of the Board and Stockholders (including FP) holding at least 50% of the outstanding Common Shares held by the parties hereto at the time of such proposed amendment or modification.

  • Amendment Termination Etc This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be amended, modified or extended, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Shareholders that hold a majority of the Registrable Securities held by all the Shareholders; provided, however, that any amendment, modification, extension or waiver (an “Amendment”) shall also require the consent of any Shareholder who would be disproportionately and adversely affected thereby. Each such Amendment shall be binding upon each of the Parties and each Holder subject hereto. In addition, each of the Parties and each Holder subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. This Agreement may be terminated only by an agreement in writing signed by the Company and each of the Shareholders who then hold Registrable Securities. No termination under this Agreement shall relieve any Person of liability for breach prior to termination. In the event this Agreement is terminated, each person entitled to indemnification or contribution under this Agreement shall retain such indemnification and contribution rights respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

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

  • 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 and Amendment of this Agreement This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment. This Agreement may be amended only if such amendment is approved (i) by Underwriter, (ii) either by action of the Board of Trustees of the Trust or at a meeting of the Shareholders of the Trust by the affirmative vote of a majority of the outstanding Shares, and (iii) by a majority of the Trustees of the Trust who are not interested persons of the Trust or of Underwriter by vote cast in person at a meeting called for the purpose of voting on such approval. Either the Trust or Underwriter may at any time terminate this Agreement on sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the other party.

  • Termination and Amendment 53 8.1. TERMINATION.............................................................................53 8.2.

  • EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT (a) This Agreement shall become effective as of the date first written above, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as set forth below. This Agreement shall automatically terminate in the event of its assignment or in the event of termination of the Investment Management Agreement.

  • DURATION, TERMINATION AND AMENDMENT OF THIS AGREEMENT This Agreement shall become effective on the date first above written and shall govern the relations between the parties hereto thereafter, and shall remain in force until December 29, 2002 on which date it will terminate unless its continuance after December 29, 2002 is "specifically approved at least annually" (i) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of the Adviser at a meeting specifically called for the purpose of voting on such approval, and (ii) by the Board of Trustees of the Trust, or by "vote of a majority of the outstanding voting securities" of the Fund. This Agreement may be terminated at any time without the payment of any penalty by the Trustees or by "vote of a majority of the outstanding voting securities" of the Fund, or by the Adviser, in each case on not more than sixty days' nor less than thirty days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment". This Agreement may be amended only if such amendment is approved by "vote of a majority of the outstanding voting securities" of the Fund.

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