Exchange of Releases Sample Clauses

Exchange of Releases. On the effective dates of each of the above-mentioned resignations to be tendered by Ellins and Black, the Corporation shall enter into separation and release agreements with each of them: (a) providing, among other things, that neither of them shall be entitled to receive any salary, severance payments or other compensation (other than reimbursement of expenses that they shall have incurred prior to the respective dates of termination of their employment in the ordinary course of rendering their respective services as executives of the Corporation and/or its subsidiaries), health or other benefits from the Corporation or any of its subsidiaries; and (b) containing reciprocal releases and non-disparagement covenants. Such releases shall be applicable to any claim that the Corporation, Ellins or Black, in their respective capacities as releasing parties had, have or may in the future have against the Corporation, Ellins or Black, in their respective capacities as released parties, other than, as to each releasing party, claims accruing to him, her or it that shall arise under this Agreement. A copy of such Separation and Release Agreement is annexed hereto as Exhibit D.
Sample 1
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Exchange of Releases. (a) As a material inducement to Surge to enter into this Agreement, effective as of the Closing, each Shareholder and the Company waives, releases and discharges Surge and Surge's subsidiaries, officers, directors, shareholders, employees, agents, attorneys, representatives, subsidiaries, servants, successors, insurers, affiliates and their successors and assigns, from any and all manner of action, claims, liens, demands, liabilities, causes of action, charges, complaints, suits (judicial, administrative or otherwise), damages, debts, demands, obligations of any other nature, past or present, known or unknown, whether in law or in equity, whether founded upon contract (expressed or implied) (including, without limitation, the Merger Agreement, March 2001 Agreement and all oral or written agreements with respect to the operations and/or funding of the Company, the 100 Company Common Shares and the 182,139.797 Series B Preferred Shares), tort (including, but not limited to, defamation), statute or regulation (federal, state or local), common law and/or any other theory or basis, from the beginning of the world to the date hereof, including, but not limited to, any claim that the Shareholder has asserted, now asserts or could have asserted; provided, however, such waiver, release and discharge excludes (i) any claim of fraud or (ii) any claim for the enforcement of the terms and conditions of this Agreement and the Stockholders Agreement.
Sample 1
Exchange of Releases. On the Distribution Date, (i) Lennar will deliver to LPC a document in which Lennar, for itself and each of its subsidiaries other than the LPC Companies, releases each of the LPC Companies from any and all liabilities or obligations which any of the LPC Companies has or may have on the Distribution Date, or ever had prior to the Distribution Date, to Lennar or any of its subsidiaries other than the LPC Companies, and any and all claims which Lennar or any of its subsidiaries other than the LPC Companies has or may have on the Distribution Date, or ever had prior to the Distribution Date, against any of the LPC Companies, arising out of obligations or occurrences which arose or occurred on or before the Distribution Date (other than obligations under this Agreement, the Assumption Agreement, under documents by which Lennar transfers stock of LPC Companies or assets to LPC or its subsidiaries prior to the Distribution or under any other documents described in this Agreement which are to be executed in connection with the Distribution), whether known or unknown and whether liquidated in amount or contingent, and (ii) LPC will deliver to Lennar a document in which LPC, for itself and each of its subsidiaries, releases Lennar and each of its subsidiaries other than the LPC Companies from any and all liabilities or obligations which Lennar or any of its subsidiaries has or may have on the Distribution Date, or ever had prior to the Distribution Date, to any of the LPC Companies, and any and all claims which any of the LPC Companies has or may have on the Distribution Date, or ever had prior to the Distribution Date, against Lennar or any of its subsidiaries other than the LPC Companies, arising out of obligations or occurrences which arose or occurred on or before the Distribution Date (other than obligations under this Agreement, under the Assumption Agreement or under any other documents described in this Agreement which are to be executed in connection with the Distribution), whether known or unknown and whether liquidated in amount or contingent.
Sample 1
Exchange of Releases. If Mataponi obtains the Rucon Shares at the Rucon UCC Sale, then on the Rucon Consummation Date: (i) Arlex xxxenants and agrees to execute and deliver (A) to Mataponi the General Release in the form of Exhibit
Sample 1
Exchange of Releases. On or after the Separation Date, you and the Company will exchange releases of claims, in the forms attached hereto as Exhibit A and Exhibit B.
Sample 1
Exchange of Releases 
Sample 1

Related to Exchange of Releases

  • Exchange of Rights (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights.

  • Exchange of Stock On the basis of the representations, warranties, covenants and agreements set forth herein, at the Closing (as defined in Section 1.3 below) Purchaser will purchase from Stockholder, and Stockholder will sell, convey and assign to Purchaser all of the Company Stock.

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • Exchange of Shares (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates.

  • Exchange of Common Shares for Rights The Board of Directors of the Company may, at its option, at any time after the occurrence of a Trigger Event, exchange Common Shares for all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11.1.2) by exchanging at an exchange ratio of that number of Common Shares having an aggregate value equal to the Spread (with such value being based on the current per share market price (as determined pursuant to Section 11.4) on the date of the occurrence of a Trigger Event) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right being hereinafter referred to as the "Exchange Consideration"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the Common Shares then outstanding. From and after the occurrence of an event specified in Section 13.1, any Rights that theretofore have not been exchanged pursuant to this Section 27.1 shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 27.1. The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.

  • Change of Rights Agent The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the Preferred Stock and the Common Stock by registered or certified mail, and, at the Company's expense, to the holders of the Right Certificates by first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and the Common Stock by registered or certified mail, and to the holders of the Right Certificates by first class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the Company shall become the temporary Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust powers and/or stock transfer powers and is subject to supervision or examination by federal or state authority or which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and Common Stock and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur:

  • Exchange of Warrants Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

  • Exchange of the Warrant upon a Transfer On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon exercise of the rights under this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented hereby.

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