Termination Followina Initial Closing Sample Clauses

Termination Followina Initial Closing. (a) In the event that this Agreement is terminated in accordance with Article VI for any reason by either or both parties following the Initial Closing, the Purchaser shall have the right, exercisable by written notice to the Company within 15 days following the date of termination, to require that the Company purchase all of the outstanding Preferred Stock and any outstanding Shares for an amount in cash equal to the sum of (x) the Initial Closing Purchase Price plus (y) an amount equal to 111% of the liquidation preference of any Preferred Stock received as a dividend prior to the consummation of the purchase plus (z) without duplication, all accrued and unpaid dividends (which if in shares of Preferred Stock shall be valued at 111% of the liquidation preference thereof) on the securities being purchased prior to the consummation of the purchase (the "Section 7.4
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Related to Termination Followina Initial Closing

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination Following Change of Control Should Employee at any time within two years of a change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Company (or its successor) other than for "cause" (following a change of control), "

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Termination Following Change in Control If a Change in Control shall have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason.

  • Conditions Precedent to the Effective Date The occurrence of the Effective Date pursuant to Section 13.10 is subject to the satisfaction of the following conditions:

  • Effective Date; Termination This Agreement shall become effective upon execution by all of the Parties and shall continue in force until terminated in accordance with Clause 8.2(a).

  • Effective Date of Agreement; Termination (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement.

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder.

  • Amendment Termination Etc This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be amended, modified or extended, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Shareholders that hold a majority of the Registrable Securities held by all the Shareholders; provided, however, that any amendment, modification, extension or waiver (an “Amendment”) shall also require the consent of any Shareholder who would be disproportionately and adversely affected thereby. Each such Amendment shall be binding upon each of the Parties and each Holder subject hereto. In addition, each of the Parties and each Holder subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. This Agreement may be terminated only by an agreement in writing signed by the Company and each of the Shareholders who then hold Registrable Securities. No termination under this Agreement shall relieve any Person of liability for breach prior to termination. In the event this Agreement is terminated, each person entitled to indemnification or contribution under this Agreement shall retain such indemnification and contribution rights respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Amendment; Termination (a) This Addendum (including the Schedules hereto) may not be amended without the prior written consent of the Majority Japan Local Currency Banks hereunder and subject to the provisions of Section 8.01 of the Credit Agreement.

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