Effectiveness; Termination; Survival. This Guarantee 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 Guarantee, (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, (c) the date on which the Share Exchange Agreement is terminated in accordance with its terms prior to the Closing Date, and (d) the date on which the Shareholders Agreement is terminated in accordance with its terms. Any termination of this Guarantee pursuant to this Section 5.01 shall be without prejudice to the rights, obligations or liabilities of any Party which shall have accrued or arisen prior to such termination, and any claims under this Guarantee in respect of events or circumstances occurring on or prior to the termination of this Guarantee and any such claims made before the date on which this Guarantee is terminated shall be payable in accordance with the terms hereof notwithstanding such termination. The provisions of ARTICLE I and ARTICLE V shall survive the termination of this Guarantee.
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. 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 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.
Effectiveness; Termination; Survival. This Agreement shall become effective upon its execution and delivery by Xxxxxx, 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. 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 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).
Effectiveness; Termination; Survival. (a) Subject to the immediately following sentence, the parties agree and acknowledge that 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). Notwithstanding the foregoing, this Section 6.12, Section 6.02 (Notices), Section 6.03 (Expenses), Section 6.04 (Amendments; Waivers; Consents), Section 6.05 (Interpretation), Section 6.07 (Counterparts), Section 6.08 (Entire Agreement; No Third-Party Beneficiaries), Section 6.09 (Governing Law), Section 6.10 (Assignment), Section 6.11 (Enforcement) and those provisions of this Agreement which are necessary for the purposes of interpretation of the foregoing Sections, each shall take effect upon the date first above written.
