Effectiveness of Agreement; Termination. This Agreement --------------------------------------- shall not become effective until the Effective Time, at which time this Agreement shall take full force and effect. If the Effective Time does not occur prior to the termination of the Merger Agreement in accordance with its terms, then this Agreement shall terminate and be of no force and effect immediately upon termination of the Merger Agreement.
Effectiveness of Agreement; Termination a. This Agreement will become effective as to a Fund as of: (i) the date set forth on Schedule I opposite the name of the Fund; or (ii) such later date as Bear Sterxx xxx, in its discretion, designate.
b. This Agreement shall have an initial term of one (1) year and shall automatically renew for successive one year terms thereafter. After the initial two year term it may be terminated, as to one or more Funds (as reflected in Schedule 1), by either party (i) upon sixty (60) days' written notice to the other parties; (ii) upon such shorter notice as is required by law, order or instruction from a court of competent jurisdiction, regulatory body, or self-regulatory organization with jurisdiction over the terminating party; (iii) automatically, effective on the day following termination of any shareholder servicing plan or rule l2b-1 distribution plan adopted and maintained pursuant to Rule l2b-1 under the 1940 Act by any Fund that has such a Plan in effect as of the effective date of this Agreement, provided that a portion of the Fee is paid pursuant to such Plan; or (iv) terminate by vote, of Board or majority of shareholders. Notwithstanding anything to the contrary contained in Paragraph 20 (b) of the Agreement, this Agreement will terminate automatically with respect to the Fund Affiliate in the event that the Fund Affiliate ceases to serve as principal underwriter or distributor of the Funds.
c. Upon termination as to a Fund, Fund Parties will not be obligated to pay the fee with respect to any Program Shares of the Fund that become part of an Investor's account maintained by Bear Sterxx xx its capacity as a clearing broker after the date of such termination. However, notwithstanding any such termination, the Fund Party will remain obligated to pay fees as to each share of such Fund that was considered when calculating the fee as of the date or termination (a "Pre-Termination Share"), for so long as (i) such Pre-Termination Share is held in any Authorized Correspondent brokerage account and Such Authorized Correspondent continues to perform the services and otherwise complies with this Agreement as to such shares, and (ii) it is legal for the Fund Party to do so. The Fund Party shall reimburse Bear Sterxx xxxmptly for any reasonable expenses that Bear Steaxxx xx an Authorized Correspondent incurs in effecting any termination of this Agreement, including, but not limited to, delivery to the Fund Party of any records, instruments, or documents reasonably ...
Effectiveness of Agreement; Termination. This Agreement will become effective upon the occurrence of the Closing under the Recapitalization Agreement. Once effective, this Agreement may be terminated by either the Stockholder or the Company by written notice to the other on the first occurring Change of Control, Exit Event or Public Offering, in each case, that does not give rise to an NCP Liquidity Event. Upon termination, this Agreement will be of no further force or effect.
Effectiveness of Agreement; Termination a. Upon Schwxx'x xxxeptance of Schedule I, as amended from time to time, the effective date of this Agreement as to any Fund shall be the later of the date on which this Agreement is made or the date set forth opposite the name of the Fund on Schedule I.
b. This Agreement may be terminated as to a Fund by any party (i) upon ninety (90) days' written notice to the other parties or (ii) upon such shorter notice as is required by law, order, or instruction by a court of competent jurisdiction or a regulatory body or self-regulatory organization with jurisdiction over the terminating party or (iii) immediately, effective on the day following the termination of any plan of distribution/shareholder servicing ("Rule 12b-1 Plan") adopted and maintained pursuant to Rule 12b-1 under the 1940 Act by any Fund that has a Rule 12b- 1 Plan in effect as of the effective date of this Agreement, provided that a portion of the Fee is paid pursuant to the Rule 12b-1 Plan.
c. After the date of termination as to a Fund, Fund Parties will not be obligated to pay the Fee with respect to any shares of the Fund that are first held in Schwab customer accounts after the date of such termination. However, notwithstanding any such termination, Fund Parties will remain obligated to pay Schwab the Fee as to each share of the Fund that was considered in the calculation of the Fee as of the date of termination (a "Pre-Termination Share"), for so long as such Pre-Termination Share is held in any Schwab brokerage account and Schwab continues to perform substantially all of the Services as to such Pre-Termination Share. Further, for so long as Schwab continues to perform the Services as to any Pre-Termination Shares, this Agreement will otherwise remain in fall force and effect as to such Pre-Termination Shares. Fund Parties shall reimburse Schwab promptly for any reasonable expenses Schwab incurs in effecting any termination of this Agreement, including delivery to a Fund Party of any records, instruments, or documents reasonably requested by the Fund Party.
Effectiveness of Agreement; Termination. Except for the terms and provisions set forth in Sections 2.1 and 7 hereof, which shall be effective as of the date hereof, no term or provision of this Agreement shall become effective until the Effective Time. This Agreement shall terminate in its entirety and be of no further force or effect upon the earlier to occur of (i) the termination of the Merger Agreement and (ii) the date upon which the rights and obligations of all of the parties hereto have either been discharged or have expired pursuant to their terms.
Effectiveness of Agreement; Termination. The respective rights and obligations of the parties hereto under this Agreement are subject to the execution and delivery of the Stock Purchase Agreement by each of the parties thereto and therefore this Agreement will be of no force and effect until the Stock Purchase Agreement is executed and delivered by such parties. This Agreement and the obligations of each Principal Shareholder pursuant to this Agreement shall terminate upon the earliest of (a) six months from the date hereof, (b) the Closing Date, (c) the date any material amendment of the Stock Purchase Agreement without the prior written consent of such Principal Shareholder, (d) the date of any termination of the Stock Purchase Agreement pursuant to Section 8.1(a) or 8.1(c) of the Stock Purchase Agreement, or (e) the date of any termination of the Stock Purchase Agreement by Parent pursuant to Section 8.1(d) of the Stock Purchase Agreement.
Effectiveness of Agreement; Termination. Without affecting any other provision or parties to this Agreement, this Agreement shall terminate and the rights and obligations of the parties hereto shall have no force or effect upon such time as the Voting Stock held by DoubleClick represents less than 5% of the total Voting Stock.
Effectiveness of Agreement; Termination. Without affecting any other provision or parties to this Agreement, this Agreement shall terminate and the rights and obligations of the parties hereto shall have no force or effect at such time as the Investor ceases to own or hold any shares of Common Stock issued pursuant to the Stock and Warrant Purchase Agreement, including shares issued or issuable upon exercise of the Warrant. For the purposes of the immediately preceding sentence, all shares issuable upon exercise of the Warrant shall be deemed to be held by the Investor not withstanding the fact that the Warrant has not yet been executed as it relates to such shares.
Effectiveness of Agreement; Termination. This Agreement shall become effective upon the receipt by AMR of executed original counterparts of this Agreement, signed by AMR and each Borrower and shall remain in effect until terminated by AMR by at least thirty (30) days notice to the Borrowers, provided, however, that no such termination shall affect the obligations of any Borrower with respect to any outstanding Loan.
Effectiveness of Agreement; Termination a. The effective date of this Agreement as to any Fund shall be the later of the date on which this Agreement is made or the date set forth opposite the name of the Fund on Schedule I.
b. This Agreement may be terminated as to a Fund (i) by any party upon ninety (90) days' written notice to the other parties or (ii) by any party upon such shorter notice as is required by law, order, or instruction by a court of competent jurisdiction or a regulatory body or self-regulatory organization with jurisdiction over such terminating party or (iii) by Fund Parties, upon notice to Schwab of the termination of any Rule 12b-1 Plan as to any Fund that had such Rule 12b-1 Plan in effect as of its effective date on this Agreement, provided that a portion of the Fee is paid pursuant to the Rule 12b-1 Plan.
c. Notwithstanding any termination, Fund Parties will remain obligated to pay Schwab the Fee as to each share of the Fund that was considered in the calculation of the Fee as of the date of termination, and as to each share of the Fund which results from reinvesting the dividends or capital gains distributed on such shares (each a "Pre-Termination Share"), for so long as such Pre-Termination Share is held in any of the Account(s) (as defined in the Operating Agreement) and Schwab continues to perform substantially all of the Services as to such Pre-Termination Share. Further, for so long as Schwab continues to perform the Services as to any Pre-Termination Shares, this Agreement will otherwise remain in full force and effect as to such Pre-Termination Shares. Fund Parties shall reimburse Schwab promptly for any reasonable expenses Schwab incurs in effecting any termination of this Agreement, including delivery to a Fund Party of any records, instruments, or documents reasonably requested by the Fund Party.
d. In the event a Fund merges or is subject to some other form of business reorganization such that shareholders of the Fund receive shares of an entity not listed on Schedule I to One Group Funds Form XXX this Agreement (each share a "Reorganized Share"), each such Reorganized Share shall be deemed to be a Pre-Termination Share and Fund Parties will remain obligated to pay Schwab the Fee as to each Reorganized Share for so long as such Reorganized Share is held in any Schwab account, unless such Reorganized Share is subject to a services agreement with Schwab other than this services agreement.
