Shareholder Release Clause Samples

Shareholder Release. Effective as of the Closing, the Seller does hereby, for itself and each of its Affiliates, and each of its and such Affiliates’ Associates, successors and assigns (each, a “Releasing Party”), release and absolutely forever discharge the Company and its Subsidiaries (each, a “Released Party”) from and against all Released Matters. “Released Matters” means any and all claims, demands, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that any Releasing Party now has, or at any time previously had, or shall or may have in the future, as an equityholder, contractor, consultant, agent or advisor of the Company or any of its Subsidiaries, arising by virtue of or in any matter related to (a) dividends, management or advisory fees or equity, tax or other similar distributions or payments payable by the Company or any of its Subsidiaries to such Releasing Party with respect to periods of time before the Closing or in connection with the Acquisition or (b) the value of the Membership Interests; provided that in no event shall Released Matters include (x) any right of any Releasing Party contained in this Agreement or any Ancillary Agreement and (y) any right of any Releasing Party to be indemnified by the Company or any of its Subsidiaries pursuant to directors’ and officers’ insurance policies of the Company and its Subsidiaries or the organizational or governance documents of the Company or such Subsidiary. It is the intention of the Seller in providing this release, and in giving and receiving the consideration called for in this Agreement, that this release shall be effective as a full and final accord and satisfaction and general release of and from all Released Matters and the final resolution by the applicable Releasing Party and the Released Parties of all Released Matters. Notwithstanding any provision in this Agreement to the contrary, this release will not be effective so as to benefit a particular Released Party in connection with any matter or event that would otherwise constitute a Released Matter, but involved fraud by or on behalf of such Released Party. The Seller hereby represents to the Purchaser that no Releasing Party has voluntarily or involuntarily assigned or transferred or purported to assign or transfer to any Person any Released Matter and that no Person (other th...

Shareholder Release. Seller shall have executed and delivered to Buyer immediately prior to the Closing Date an instrument dated the Closing Date releasing the Company from any and all claims of the Seller against the Company and obligations of the Company to the Seller, except for items specifically identified thereon as being claims of or obligations to the Seller and continuing obligations to Seller relating to his employment by the Company.

Shareholder Release. The Shareholder, effective at the Closing, hereby releases and discharges Seller from and against any and all claims, demands and liabilities which the Shareholder may have against Seller immediately prior to the Closing, and the Shareholder specifically agrees to indemnify, defend and hold Seller and Bridgeline harmless against any and all obligations, debts, bills, liabilities, causes of action and claims of every nature of the Shareholder against Seller which accrue or have arisen prior to the Closing.

Shareholder Release. 16 7.2 Survival; Remedies ............................................ 16 7.3

Shareholder Release. (a) Effective as of and subject to the Closing, each Contributing Securityholder does for himself, herself or itself and his, her or its respective controlled affiliates (other than, for the avoidance of doubt, portfolio companies of the Contributing Securityholders where such Contributing Securityholder’s own (directly or indirectly) a minority stake, the Company and its affiliates), partners, heirs, beneficiaries, successors and assigns, if any, release and absolutely forever discharge the Company and each of its officers, directors, shareholders, affiliates, employees and agents (each, a “Released Party”) from and against all Released Matters. “Released Matters” means any and all claims, demands, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that such Contributing Securityholder now has, or at any time previously had, or shall or may have in the future, as a Contributing Securityholder, officer, director, contractor, consultant or employee of the Company, in each case arising by virtue of or in any matter related to any actions or inactions with respect to the Company or its affairs with respect to the Company on or before the Closing, including (i) any claim or right with regard to any Company Shares or Company Options other than the Company Shares or Company Options as specifically set forth in the Payment Spreadsheet (including claims in connection with the Escrow Fund, which are expressly not waived); (ii) any claim or right to receive any portion of the Total Consideration or any other form, amount or value of consideration payable to any Company Shareholder pursuant to the terms of this Agreement, other than as specifically set forth in the Payment Spreadsheet (subject to any changes and adjustments contemplated in this Agreement); or (iii) any claim with respect to the authority or enforceability to enter into this Agreement, the Acquisition or any of the transactions contemplated hereby; provided that Released Matters shall not include any rights pursuant to the transactions contemplated by this Agreement and the Related Agreements or for the avoidance of doubt any rights relating to any employment payment, including salary, bonuses, accrued vacation, any other employee compensation and/or benefits, in each case to the extent earned but unpaid prior to the Closing Da...

Shareholder Release. Shareholder shall execute and deliver to Purchaser a general release releasing any and all claims for compensation or otherwise as directors, officers, employees and shareholders in the form attached hereto as Exhibit "C".

Shareholder Release. Effective as of the Effective Date, Shareholder, for itself and the other Shareholder Parties, hereby irrevocably, unconditionally and forever releases, discharges and remises each Company Party, from all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, that any Shareholder Party may have now or may have in the future, against any of the Company Parties to the extent that those claims arose, may have arisen, or are based on events which occurred at any point in the past up to and including the Effective Date, including any such claims related to or arising with respect to the Debt, other than any claims arising under this Agreement or any of the Transaction Documents (collectively, the “Shareholder Released Claims”). Shareholder represents and warrants that no Shareholder Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Shareholder Released Claims released herein are owned by Shareholder, who has the sole authority to release them. Shareholder agrees that Shareholder shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Shareholder Released Claim which is released and discharged herein.

Shareholder Release. Each Company Shareholder, on its own behalf and on behalf of each of its Affiliates (other than the Company or any of its Subsidiaries) and each of its and their successors, assigns and executors (each, a “Shareholder Releasor”), effective as at the Second Merger Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge PubCo, the Company, SPAC and their respective Subsidiaries and its and their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Shareholder Releasee”), from (i) any and all obligations or duties PubCo, the Company, SPAC or any of their respective Subsidiaries has prior to or as of the Second Merger Effective Time to such Shareholder Releasor or (ii) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the Second Merger Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Second Merger Effective Time (except in the event of fraud on the part of a Shareholder Releasee); provided, however, that nothing contained in this Section 3.1(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Deed or any other Transaction Documents or (ii) for any claim for fraud.

Shareholder Release. (a) Each Shareholder hereby discharges and releases each Purchaser and each of its officers, directors, employees, agents, attorneys, parents, subsidiaries and affiliates, and their respective partners, former partners, members and former members (collectively, the "Releasees") from all rights, claims, obligations, debts liabilities and relationships of whatever kind or nature, known or unknown, past, present, or future, whether contractual or fiduciary, arising out of such Shareholders' investment in, and ownership and sale to the Purchasers of the Exchange Series D Shares sold by it hereunder. (b) Each Shareholder has considered the possibility that he, she or it may not now fully know the nature or value of the claims which are released pursuant to subsection (a) above. Nevertheless, each Shareholder intends to assume the risk of releasing such unknown claims. TO THAT END, EACH SHAREHOLDER EXPRESSLY WAIVES ITS RIGHTS UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."