Effectiveness; Termination; Survival Sample Clauses

Effectiveness; Termination; Survival. This Agreement shall take effect on the date hereof and shall terminate on the earlier of (a) the date on which all Parties agree in writing to the termination of this Agreement, (b) the Cut-off Date, if the Closing has not occurred by 5:00 p.m. GMT on such date in accordance with the Share Exchange Agreement and (c) the date on which the Share Exchange Agreement is terminated in accordance with its terms prior to the Closing. Any termination of this Agreement pursuant to this Section 8.1 shall be without prejudice to the rights, obligations or liabilities of any Party which shall have accrued or arisen prior to such termination. The provisions of Article I and Article VIII shall survive the termination of this Agreement.

Effectiveness; Termination; Survival. The provisions of Article 11 (other than Section 11.07) shall survive the discharge or termination of this Agreement until the earlier of (a) the time when no Registrable Securities are outstanding; and (ii) four (4) years after the Maturity Date. The provisions of Section 11.07 shall survive the discharge or termination of this Agreement indefinitely.

Effectiveness; Termination; Survival. (a) Notwithstanding any provision hereof to the contrary, it is the intention of the parties hereto that: (i) this Agreement shall become effective at the Effective Time of Merger; and (ii) from and after the termination of the Merger Agreement in accordance with its terms at any time prior to the Effective Time of Merger, the engagement contemplated hereby shall be deemed abandoned and this Agreement shall forthwith become void.

Effectiveness; Termination; Survival. Upon termination of Consultant’s engagement for any reason, this Agreement shall terminate and Company shall have no further obligation to Consultant; provided that the provisions set forth in Sections 5, 6(b), 7 and 9 through 16 hereof shall remain in full force and effect after the termination of Consultant’s engagement, notwithstanding the expiration or termination of this Agreement.

Effectiveness; Termination; Survival. (a) This ------------------------------------ Agreement shall become effective at the Closing. This Agreement shall terminate at the earliest of the following to occur: (i) the termination of the Investment Agreement in accordance with its terms; (ii) such time as Sprint's Percentage Interest is greater than 90% or less than the Lower Threshold; (iii) the expiration of the Sprint Right to Offer Period; (iv) the first date on which any Person or 13D Group (other than Affiliated Equity Holders) is determined (A) to beneficially own or control more than 35% of the Equity Securities outstanding by virtue of the acquisition of such securities pursuant to a Third- Party Offer if the rights granted and process contemplated by Article IV hereof have been effected in accordance with the terms thereof or (B) to beneficially own or control 50% or more of the Voting Equity Securities outstanding; (v) upon the termination of the Marketing Agreement in accordance with Sections 24(b)(ii), 24(c), 24(d)(i), or 24(d)(ii) thereof; or (vi) upon the exercise by any "Holder" of "Registrable Securities" under the Registration Rights Agreement of registration rights (demand or incidental) held by Person thereunder. (b) Notwithstanding the termination of this Agreement as set forth in Section 7.01(a) above, until the sixth anniversary of the Closing Date and thereafter for so long as Sprint's Percentage Interest is greater than the Lower Threshold, then Sprint shall still be subject to the restrictions set forth in Sections 4.01 and 5.01 hereof (the "Standstill Provisions") and, for so long as Sprint's Percentage Interest remains greater than the Lower Threshold, Sprint shall still have rights pursuant to this Agreement under Section 2.01 (subject to termination of such rights by virtue of Section 2.01(d)) and Section 3.01(b). In such event, the Standstill Provisions, Section 2.01, Section 3.01(b), Article VII and any definition or definitional provision of any of the foregoing provisions of this Agreement shall remain in full force and effect until such time as Sprint's Percentage Interest is less than the Lower Threshold (provided, -------- that, the use of any such definitions for such limited purpose shall not give ---- rise to any of the substantive rights or obligations that relate to such definitions); provided, however, that during any period in which the Standstill -------- ------- Provisions survive, Sprint and its Affiliates may directly approach the Board of Directors ...

Effectiveness; Termination; Survival. This Agreement shall become effective upon its execution and delivery by ▇▇▇▇▇▇, R Investor and E Investor. Notwithstanding anything to the contrary contained in this Agreement, this Agreement will automatically terminate upon the date on which Article II terminates pursuant to Section 2.10, and this Agreement shall thereafter be null and void, except that this Article IV and Section 2.08 and Section 2.11 shall survive any such termination indefinitely. Nothing in this Section 4.12 will be deemed to release any party from any liability for any willful and material breach of this Agreement occurring prior to such termination or impair the right of any party to compel specific performance by the other parties of their respective obligations under this Agreement occurring prior to such termination.

Effectiveness; Termination; Survival. Notwithstanding any provision hereof to the contrary, it is the intention of the parties hereto that: (i) this Agreement shall become effective at the Effective Time; and (ii) from and after the termination of the Merger Agreement in accordance with its terms at any time prior to the Effective Time, the covenants contained herein shall be deemed abandoned and this Agreement shall forthwith become void.

Effectiveness; Termination; Survival. (a) This Agreement shall become effective only upon the consummation of the purchase of the Company Common Shares by the Investors pursuant to the Share Purchase Agreement and shall automatically terminate upon the termination of the Share Purchase Agreement (without the purchase of the Company Common Shares contemplated thereby having been consummated). (b) Notwithstanding anything to the contrary contained in this Agreement, this Agreement will automatically terminate at such time that the Investor Percentage Interest is less than 5%, and this Agreement shall thereafter be null and void, except that this Article VI, Section 2.01(h) (to the extent necessary to effect the resignation of the Investor Directors) and Section 3.08 shall survive any such termination indefinitely. Nothing in this Section 6.12 will be deemed to release either party from any liability for any wilful and material breach of this Agreement or to impair the right of either party to compel specific performance by the other party of its obligations under this Agreement.

Effectiveness; Termination; Survival. This Agreement shall be effective contemporaneously with the Distribution and no provision hereof shall have any force and effect until such time. Immediately upon NBC-Rainbow, together with all of the Affiliates of NBC-Rainbow, ceasing to Beneficially Own any Shares, this Agreement (other than Sections 1, 2, 3 and 11) shall terminate automatically without any action by any party and such terminated provisions of this Agreement shall not survive such termination. This Section 11 and Sections 1, 2 and 3 shall survive any termination of all or any part of this Agreement indefinitely.