Effectiveness; Term. This Agreement will be effective and binding as of the date first above written immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement will not be operative unless and until a Change in Control occurs. Upon the
Effectiveness; Term. This Agreement will be effective and binding as of the date first above written immediately upon its execution and shall continue in effect through the second anniversary of such date; provided, however, that the term of this Agreement shall automatically be extended for an additional day for each day that passes so that there shall at any time be two years remaining in the term unless the Company provides written notice to the Executive that it does not wish the term of this Agreement to continue to be so extended, in which case the Agreement shall terminate on the second anniversary of such notice if there has not been a Change in Control prior to such second anniversary. In the event that a Change in Control has occurred during the term of this Agreement, then this Agreement shall continue to be effective until the second anniversary of such Change in Control. Notwithstanding any other provision of this Agreement, if, prior to a Change in Control, the Executive ceases for any reason to be an employee of the Company and any subsidiary (other than a termination of employment pursuant to Section 2(d) hereof), thereupon without further action the term of this Agreement shall be deemed to have expired and this Agreement will immediately terminate and be of no further effect. For purposes of this Section 16, the Executive shall not be deemed to have ceased to be an employee of the Company and any subsidiary by reason of the transfer of the Executive's employment between the Company and any subsidiary, or among any subsidiaries. Notwithstanding any provision of this Agreement to the contrary, the parties' respective rights and obligations under Sections 4 through 9 will survive any termination or expiration of this Agreement or the termination of the Executive's employment following a Change in Control for any reason whatsoever.
Effectiveness; Term. This Agreement shall only become effective upon execution and delivery by Seller and acceptance by Buyer and, unless earlier terminated as provided in this Agreement, shall continue in full force and effect for the Initial Term set forth in the Factoring Agreement made a part of this Agreement and shall be deemed automatically renewed for successive twelve (12) month periods. Unless earlier terminated as provided in this Agreement, all Obligations shall be due and payable in full at the expiration of the last renewal term. This Agreement may be terminated prior to the end of the Initial Term or any renewal term (each, a Term) as follows: (a) Seller may terminate this Agreement at the end of the Term without payment of an Early Termination Fee, provided Seller gives at least thirty (30) days written notice prior to the end of the Initial Term or any renewal term; (b) Seller may terminate this Agreement at any time after giving Buyer at least thirty (30) days prior written notice and paying Buyer an Early Termination Fee equal to one half of one percent (0.50%) of the Maximum Credit multiplied by the number of months remaining in the then-current Term (the Early Termination Fee). Any partial month remaining in such Term shall constitute a full month for the purpose of calculating the Early Termination Fee. Any such termination shall be effective upon payment to Buyer in full of all Obligations, including the Early Termination Fee; and (c) Buyer may terminate this Agreement without notice for any reason. Upon any such termination, all Obligations shall be immediately due and payable in full. If Buyer terminates this Agreement following the occurrence of an Event of Default under I.1, then in addition to all of the Obligations, the Early Termination Fee shall also be due and payable in full. In recognition of the Buyer's right to have its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Seller, Buyer shall not be required to record any terminations or satisfactions of any of Buyer's liens on the Collateral unless and until Seller has executed and delivered to Buyer a general release in a form acceptable to Buyer. Seller understands that this Section constitutes a waiver of its rights under Section 9-315 of the UCC. Notwithstanding the foregoing, any termination of this Agreement shall not affect Buyer's security interest in the Collateral and Buyer's o...
Effectiveness; Term. This Agreement shall become effective as of the date hereof and shall terminate on the tenth anniversary of the date hereof, or on such other date as the parties hereto mutually agree in writing.
Effectiveness; Term. This Agreement shall become effective and be in full force and effect and a legal, valid and binding agreement of each of the Members on the date that the Board shall have received from at least two of the Initial Members an executed counterpart of this Agreement, together with a certified copy of a resolution of the governing body of each such Initial Member approving this Agreement and the execution and delivery hereof. This Agreement shall continue in full force and effect until such time as it is terminated by written instrument executed by all of the Members.
Effectiveness; Term. (a) This Agreement shall become effective (the "Effective Date") simultaneously with the closing of the transactions under the Merger Agreement and shall terminate without liability or penalty on the part of any party or its directors, officers, fiduciaries, employees and stockholders or general and limited partners (and the directors, officers, fiduciaries, employees and stockholders or general and limited partners thereof) to any other party or such other party's Affiliates upon the termination of the Merger Agreement pursuant to its terms.
(b) Unless theretofore terminated pursuant to the preceding paragraph, the rights and obligations of, and restrictions on, the Stockholders under Article II of this Agreement shall terminate when GSCP and its Affiliates no longer hold in the aggregate at least 40% of the fully diluted shares of Common Stock then outstanding. Notwithstanding the foregoing, in the event the Company enters into any agreement to merge with or into any other Person or adopts any other plan of recapitalization, consolidation, reorganization or other restructuring transaction as a result of which the Stockholders and their respective Permitted Transferees (including GSCP and any Affiliates thereof) shall own less than a majority of the outstanding voting power of the entity surviving such transaction, this Agreement shall terminate.
(c) Unless theretofore terminated pursuant to Section 5.1(a), and notwithstanding anything in Section 5.1(b) to the contrary, the provisions contained in Article III hereof shall continue to remain in full force and effect until the earlier to occur of the twentieth anniversary of the date hereof and the date on which there are no longer any Registrable Securities outstanding or issuable or thereafter available for or subject to issuance to any Stockholder upon exercise or conversion of any options, warrants, rights or other convertible securities; provided, however, that the provisions of Section 3.3 hereof shall survive termination pursuant to Section 5.1(b) or (c) of this Agreement.
Effectiveness; Term. 5.8.1 Article II, Article III and Article IV of this Agreement shall become effective upon the consummation of the Company Merger and prior thereto shall be of no force or effect. Each party to the SPAC Registration Rights Agreement hereby agrees and acknowledges that, upon the consummation of the Company Merger, the SPAC Registration Rights Agreement shall be terminated and of no further force or effect and shall be superseded and replaced in its entirety by this Agreement.
5.8.2 This Agreement shall terminate upon the earlier of (A) the termination of the Business Combination Agreement in accordance with its terms prior to the consummation of the Company Merger and (B) following the consummation of the Company Merger, (i) the tenth (10th) anniversary of the date of this Agreement and (ii) with respect to any Holder, the date as of which such Holder ceases to hold any Registrable Securities. The provisions of this Article V (except for Section 5.7) and, following the consummation of the Company Merger, Article IV shall survive any termination of this Agreement.
Effectiveness; Term. This Agreement shall become effective on July 31, 2016 (the “Effective Date”). The term of employment of the Executive by the Company hereunder shall commence on the Effective Date and shall continue until April 30, 2017 (the “Retirement Date” and, the Executive’s termination of employment on such date, “Retirement”), unless terminated earlier in accordance with Section 6 of this Agreement (such period of employment hereunder, the “Term”).
Effectiveness; Term. Nothing in this Agreement shall be construed to require the Owner to construct or complete all or any portion of the HVOD Project. This Agreement shall not become effective until the applicable Town Meeting Articles are approved or deemed approved, substantially in the form submitted for Town Meeting vote, by the Attorney General’s Office of the Commonwealth of Massachusetts in accordance with M.G.L. c. 40, §§ 32, 32A and M.G.L. c. 40A, § 5, the date on which this Agreement becomes effective being referred to as the “Effective Date”. This Agreement is effective as of the Effective Date and the term or duration of this Agreement shall be until all obligations stated in the Community Benefits section of this Agreement except for those set forth in Section 3.5 as they pertain to ongoing maintenance of the Future Park, are delivered in full; unless extended by mutual agreement of the Parties. Upon completion of the Project in accordance with this Agreement, issuance of such final certificate of occupancy and delivery of all Community Benefits obligations in full with the exception of Section 3.5 as noted above, the Town’s Building Commissioner shall issue a certificate of completion confirming the same, which shall be conclusive evidence that the Project has been completed in compliance with this Agreement and applicable provisions of the Town’s Zoning By-Law. Development of the Site is limited to the Project as proposed; any modification or extension of the Project, other than de minimis changes, shall require an amendment to this Agreement.
Effectiveness; Term. (a) This Agreement shall become effective upon the Closing (the date of the Closing, the “Effective Date”). If the Merger Agreement is terminated in accordance with its terms prior to the consummation of the Merger, if the Closing does not occur for any other reason prior to September 30, 2010 or if the Executive Chairman is not continuously employed by the Prior Employer under the terms of the Prior Agreement from the Execution Date to the Closing, this Agreement shall be null and void ab initio and of no further force or effect and the Prior Agreement shall remain in effect.
(b) Subject to Section 1(a), the term of this Agreement, and the term of the Executive Chairman’s service hereunder, shall commence on the Effective Date and shall continue until the third anniversary of the Effective Date, unless terminated earlier in accordance with Section 5 of this Agreement (such period of service, the “Term”).
