Conditions; Termination. (a) This Agreement shall automatically terminate upon the earlier of (i) September 30, 2010 and (ii) the written notice of the Requisite Locked-Up Holders of the termination of this Agreement; and
Conditions; Termination. (a) Except for the obligations contained in Section 1 hereof, this Agreement shall automatically terminate upon the earlier of (i) January 31, 2012 (the “Termination Date”) or (ii) the written notice of the Requisite Locked-Up Holders of the termination of this Agreement. The Termination Date may be extended to a later date by written notice of the Requisite Locked-Up Holders. The obligations imposed by Section 1 hereof shall survive the termination of this Agreement pursuant to clause (i) or (ii) of this Section 4(a), and shall only terminate upon the prior written consent of the Requisite Locked-Up Holders.
Conditions; Termination. This Agreement shall automatically terminate upon the earlier of (i) September 30, 2010 and (ii) the written notice of the Requisite Locked-Up Holders of the termination of this Agreement; and In the event of termination of this Agreement pursuant to this Section 4, the obligations of the Locked-Up Holders hereunder shall cease, and no party shall have any liability to any other party hereunder; provided, however, that no such termination shall relieve any party of liability for any willful and material breach of this Agreement prior to the effectiveness of such termination.
Conditions; Termination. (a) The Company understands and acknowledges that Noteholder’s agreements set forth in Section 1 herein are contingent upon the actual closing of the Acquisition.
Conditions; Termination. (a) The obligations of the parties to effect the transactions contemplated hereby shall be subject to the fulfillment, on or prior to the Closing, of the following conditions:
Conditions; Termination. The respective obligation of each party to effect the Merger is subject to the simultaneous occurrence of the Transfer Closing Date and the simultaneous consummation of the transactions contemplated by the Subscription Agreement. The Board of Directors of either constituent corporation may terminate this Agreement by filing a certificate of termination with the Secretary of State of the State of Delaware prior to the effective time of the merger as set forth in the Certificate of Merger. Each party may terminate this Agreement by providing written notice to that effect to the other party if the Closing shall not occur on or prior to June 15, 1997.
Conditions; Termination. Section 6.01.
Conditions; Termination. This Contract contains the entire agreement between you and HPI. There are no promises, terms, conditions, or obligations other than those written in this Contract or as written in other contracts between us. Your authorization and Contract will remain in effect until HPI has received written notification from you of the termination of this authorization and Contract. HPI will also have a reasonable amount of time to act on your request. You understand that you are still responsible to pay for any unpaid purchases made to your HFN Card(s) and/or Account.
Conditions; Termination. This Contract contains the entire agreement between you and HP. There are no promises, terms, conditions, or obligations other than those written in this Contract or as written in other contracts between us. Your authorization and Contract will remain in effect until HP has received written notification from you of the termination of this authorization and Contract. HP will also have a reasonable amount of time to act on your request. You understand that you are still responsible to pay for any unpaid purchases made to your HFN Card(s) and/or Account.
Conditions; Termination. The Commitment shall be subject to (a) the consummation of the Merger on the terms and conditions contemplated thereby without any amendment or modification (unless consented to in writing by the Fund), (b) at the time of any request to provide the Facility in accordance with Section 1 above, the satisfaction of each of the conditions set forth in Section 6.2(f) (Litigation) and 6.2(j) (Patents) of the Merger Agreement, which shall be deemed incorporated into this Agreement mutatis mutandis, as if the Fund was the beneficiary of such conditions, (c) at all times after the consummation of the Merger and prior to the termination of this Agreement, Vringo using its best efforts to raise capital by issuing equity securities of Vringo and/or securities convertible, exercisable or exchangeable for equity securities of Vringo, (d) the execution by Innovate/Protect and the Fund of all documents necessary for the consummation of the transaction contemplated by the Commitment on terms and conditions in all respects acceptable and satisfactory to Innovate/Protect and the Fund, (e) no Vringo Entity shall have, pursuant to or within the meaning of Title 11, U.S. Code, or any similar Federal, foreign or state law for the relief of debtors (collectively, “Bankruptcy Law”), (A) commenced a voluntary case, (B) consented to the entry of an order for relief against it in an involuntary case, (C) consented to the appointment of a receiver, trustee, assignee, liquidator or similar official (a “Custodian”), (D) made a general assignment for the benefit of its creditors or (E) admitted in writing that it is generally unable to pay its debts as they become due, (f) a court of competent jurisdiction not having entered an order or decree under any Bankruptcy Law that (A) is for relief against any Vringo Entity in an involuntary case, (B) appoints a Custodian of any Vringo Entity or (C) orders the liquidation of any Vringo Entity, (g) from and after the date hereof , there shall not have occurred a material adverse change or material adverse development in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of any of the Vringo Entities, and (h) no Vringo Entity shall be, prior to the consummation of the transactions contemplated by the Facility, or after giving effect to the consummation of the transactions contemplated by the Facility, Insolvent. As used herein, “Insolvent” means, with respect to any person or entity...
