Release by Stockholders. (a) By execution of this Amendment by the Stockholder Representative and/or such Stockholder, each Stockholder, on behalf of itself and any of its Affiliates, successors, heirs, executors, administrators, assigns and agents (“Stockholder Releasing Parties”) hereby forever releases and discharges Parent and its predecessors, successors, Affiliates, assigns, agents, insurers, directors, officers, employees, attorneys and all persons acting by, through, under or in concert with them, or any of them (together, the “Parent Released Parties”) from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, obligations, promises, liabilities, claims, demands, damages, losses, costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent (“Claims”) which such Stockholder Releasing Parties now have or may hereafter have against the Parent Released Parties, or any of them, known or unknown, (i) arising from or relating to the payment of any consideration pursuant to Article II of the Merger Agreement (other than Parent’s obligations under Section 2 and Section 5 of this Amendment), (ii) arising from or relating to any actual or alleged breach by Parent or any Affiliate of Parent on or prior to the date of this Amendment in respect of the Merger Agreement, the Escrow Agreement or any other agreement entered into in connection therewith or (iii) otherwise arising from or relating to the Merger Agreement, the Escrow Agreement, the negotiation or execution thereof or the transactions contemplated thereby (other than Parent’s obligations under Section 2 or Section 5 of this Amendment) (the Claims referenced in foregoing clauses (i), (ii) and (iii), collectively, the “Released Claims”). Each Stockholder shall not xxx, or otherwise file any claim against, a Parent Released Party based on any Released Claim.
Release by Stockholders. As a material inducement to Buyer’s willingness to enter into and perform this Agreement for the consideration to be paid or provided to the Stockholders, each Stockholder, on behalf of such Stockholder and such Stockholder’s affiliates (each a “Releasing Party”) hereby irrevocably and unconditionally releases and forever discharges, the Company, the Subsidiary and their respective successors and assigns (the “Released Parties”) from any and all claims, charges, complaints, causes of action, damages, agreements and liabilities of any kind or nature whatsoever (“Released Claims”), whether known or unknown and whether at law or in equity, which such Stockholder or any of its affiliates now has, have ever had or may hereafter have against the respective Released Parties arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including without limitation any Released Claims relating to or arising out of such Stockholder’s ownership of Shares, and any Released Claims such Releasing Party may now or hereafter otherwise have arising from any rights to indemnification and/or advancement of expenses under the Company’s organizational documents or agreements now or hereafter in effect. Furthermore, each of Xxxxxx Xxxxx, Xxxxx Xxxxx, Ara Israilian, Xxxxxx Xxxxx and Xxxxx Xxxxxxxx (and for clarification, none of the other Stockholders) agrees to irrevocably waive any rights to severance, including without limitation, any right to severance contained in such Stockholders’ offer letter or employment agreement or otherwise granted by the Company’s board of directors. Notwithstanding the foregoing, nothing contained in this Section 7.5 shall operate to release any obligations of the Company, or obligate the Releasing Parties to refrain from making claims or commencing any proceedings arising under, or in connection with, this Agreement or any other Related Agreement. Furthermore, nothing contained in this Section 7.5 shall operate to release or terminate any obligations for employee compensation for the current pay period or employee benefits under any Plans of the Company. Each Stockholder shall cause such Stockholder’s affiliates to comply with the terms of this Section 7.5 and the release contemplated hereby.
Release by Stockholders. The Stockholders hereby agree and confirm that they hereby fully release, acquit and forever discharge the Company, together with the Company's successors, assigns, affiliates, parent and related parties, from any and all Claims, except for compensation payable to the Stockholders by the Company for the most recent standard payroll period (based upon the Company's standard practices) which have not been paid plus the reasonable reimbursable expenses based upon the past practices of the Company.
Release by Stockholders. Prior to the Effective Time, the Company shall use all reasonable commercial efforts to obtain from each beneficial owner of shares of the Company's Capital Stock a full, final and unconditional release of each current and former director or officer of the Company or any Subsidiary of the Company releasing such directors and officers from any and all liabilities and claims, known or unknown, with respect to acts or omissions of such Persons taken or failed to have been taken prior to the Effective Time. The form of such release shall be in the form attached hereto as Exhibit C. 5.17
Release by Stockholders. In consideration of the Purchase Price and other good and valuable consideration, the sufficiency of which is hereby acknowledged, effective upon the Closing, each Stockholder, for itself and its heirs, executors, administrators, successors and assigns, hereby fully, unconditionally and knowingly releases and forever discharges and holds harmless each Company and its respective employees, officers, Board Members, successors and assigns from any and all claims, demands, losses, costs, expenses (including reasonable attorneys' fees and expenses), obligations, liabilities and/or damages of every kind and nature whatsoever, whether now existing or known, arising out of the operation or conduct of the Companies' business or a transaction or circumstance occurring or existing or related to the period of time prior to the Closing, relating in any way, directly or indirectly, to any Company, this Agreement or the transactions contemplated hereby, that such Stockholder may now have or may hereafter claim to have against any Company or any of such employees, officers, Board Members, successors or assigns; provided, however, the foregoing release will not affect any obligations of Buyers to the Stockholders under this Agreement or any other Buyer Document nor will it apply to any claim brought by a Stockholder against Buyer for a breach of any representation or warranty made by Buyer under this Agreement or any of the other Buyer Documents or under federal or state securities laws in connection with disclosures contained in (or omissions from) the Buyer SEC Documents or the Registration Statement.
Release by Stockholders. The beneficial owners of all of the outstanding Company Capital Stock shall have validly executed and delivered the release referred to in Section 5.16.
Release by Stockholders. Each Stockholder shall execute and deliver to the Big City Parties a certificate acknowledging and agreeing that, except as set forth in this Agreement, each Target Corporation has no obligation or duty to their respective Stockholders (or any of its affiliates) now owing or to become due and that each such Stockholder has no rights with respect to any assets or securities of the Target Corporation;
Release by Stockholders. Except in respect of its rights arising under or pursuant to (i) this Agreement, the Registration Rights Agreement (except to the extent specifically amended by the terms of this Agreement), the Exchange Rights Agreement, the Support Agreement, the share provisions for the Exchangeable Shares and any related documents, (ii) any individual employment agreements between OEC and Stockholders and (iii) the New Stock Options and Other Stock Options, and except for any right to be indemnified by the Corporation pursuant to the by-laws or other constating documents of the Corporation or otherwise, or pursuant to any insurance policy, in connection with having served as a director and officer of the Corporation, each individual Stockholder releases and discharges OEC and its predecessors in interest, subsidiaries, affiliates, officers, directors, stockholders, option holders, employees, agents, executors, administrators, representatives, successors, partners, representatives, attorneys, principals, associates, successors, and assigns (collectively, “OEC Group”), and each of them, from any and all claims, demands, liabilities, actions, and causes of action of any kind or character, whether fixed or contingent, against the OEC Group, including without limitation any claims arising from or relating to the transactions covered by the SPA or any indebtedness related thereto that the Stockholder has or hereafter may have or claim or hereafter may claim to have against the OEC Group.
Release by Stockholders. Each Stockholder shall execute and deliver to the WinStar Parties a certificate acknowledging and agreeing that, as of the Closing Date, (i) each of (a) the agreement between the Telesoft Group (as defined in such agreement) and the Xxxxxxx Group (as defined in such agreement) dated as of May 31, 1997, (b) the agreement by and among Telesoft, GoodNet, Xxxxxxxx, Inc., Beada, GoodNet, L.L.C., Xxxxx and Xxxxxxx Xxxxx and Xxxxx and Xxxxxxxxx Xxxxxxx, dated as of February 28, 1997, and (c) the agreement by and among Telesoft, GoodNet and GoodNet, L.L.C., dated as of April 4, 1996, are thereby terminated and of no further force or effect; and (ii) except as set forth in this Agreement, GoodNet has no obligation or duty to such Stockholder (or any of its affiliates) now owing or to become due and that such Stockholder has no rights with respect to any assets or securities of GoodNet;
Release by Stockholders. Each Stockholder hereby knowingly and voluntarily releases, acquits and forever discharges Company from any and all actions, causes of action, claims, suits, demands, rights, damages, costs, invoices, expenses (including but not limited to attorneys’ fees), accounts, judgments, executions, debts, obligations, rights of contribution and indemnification, and any and all other liabilities of any kind or nature whatsoever, either in law or in equity, whether matured or unmatured, and whether known or unknown, from the beginning of time up to and including the Effective Date. Each Party hereby acknowledges they have an understanding of and have been advised by the counsel of their own choice of the provisions of California Civil Code section 1542 with respect to the release of claims as set forth above and specifically waive their rights in connection therewith. California Civil Code section 1542 reads as follows:
