Termination Following Closing. (a) Following the Closing, in the event that the Sellers have not waived the requirement for the Buyer to conduct a Public Offering and the Buyer has not successfully completed the Public Offering prior to the first anniversary of the April Option Agreement (the “IPO Expiration”):
(i) Within five (5) business days after the IPO Expiration, Royalty Exchange shall pay to the Sellers an expiration fee in the sum of One Hundred Thousand U.S. Dollars ($100,000), allocated as follows by wire transfer to the Sellers’ respective bank accounts as set forth on Schedule 2, or such other bank accounts as Sellers may then designate in writing (email sufficing): Sixty-Six Thousand Six Hundred U.S. Dollars ($66,600) to FBT, and Thirty-Three Thousand Four Hundred U.S. Dollars ($33,400) to Em2M.
(ii) During the Repurchase Option Term (as defined below), Sellers shall have the option to repurchase the Acquired Interest for the same aggregate price, including for the avoidance of doubt any Partial Payment(s) and/or the 25% Option Price Remaining Payment, received by Sellers pursuant to this Agreement (the “Repurchase Option” and such aggregate price, “Repurchase Price”)), such option being exercisable by written notice to Royalty Exchange (“Repurchase Notice”). The term of the Repurchase Option shall commence upon the IPO Expiration and continue through and include the date that is six (6) months after the date of the IPO Expiration (the “Repurchase Option Term”).
(iii) In the event Sellers exercise the Repurchase Option, within five (5) business days after delivery of the Repurchase Notice to Royalty Exchange:
(1) Sellers shall cause payment of the Repurchase Price to be made to Royalty Exchange at its bank account set forth on Schedule 3 annexed hereto and made a part hereof, or such other payee and bank account as Royalty Exchange may then designate in writing (email sufficing).
(2) Buyer shall pay to Sellers any proceeds arising from or with respect to the Acquired Interest directly or indirectly received by Buyer or its designee between the Closing and the date of such repayment.
(3) Buyer shall execute and deliver to Sellers a re-assignment of the Acquired Interest in form and substance satisfactory to Sellers, and such other documentation as reasonably necessary to effectuate such reassignment. In the event Buyer fails to so execute and deliver, the assignment of the Acquired Interest to Buyer shall automatically terminate and all rights granted to Buyer with respect ...
Termination Following Closing. Subject to Section 7.4, this Agreement shall terminate on the tenth anniversary of the Closing or, in the case of Sections 6.1 and 6.2 only, on such earlier date as the Stockholders Agreement is terminated (unless a similar agreement is then entered into, or contemplated to be entered into, between the Restricted Stockholders). Subject to Section 7.4, this Agreement shall terminate with respect to a Restricted Stockholder at such time as such entity ceases to Beneficially Own any Restricted Securities or any shares of Common Stock of the Company, as the case may be.
Termination Following Closing. Following the Closing Date and the payment by NeoSan of the $211,400,000 to be paid pursuant to Section 2.1, this Agreement may not be terminated by either Party, except that Lilly may suspend the licenses granted pursuant to Sections 3.2 and 3.3 utilizing the procedures set forth in Section 9.1(b) as a result of any breach by NeoSan in the payment of Royalty Payments owed with respect to a NeoSan New Product in the United States only to the extent such licenses relate to the affected NeoSan New Product therein (but will have no such effect with respect to any Products or other NeoSan New Products in the United States and will not constitute a material breach of this Agreement or give Lilly any rights to terminate any rights of NeoSan hereunder whatsoever other than the foregoing express suspension with respect to the relevant NeoSan New Product) until and
Termination Following Closing. Following Closing this Agreement will be terminated immediately upon any termination or expiry of the License and Service Provider Agreement.
Termination Following Closing. Following the Closing Date and the payment by NeoSan of the $211,400,000 to be paid pursuant to Section 2.1, this Agreement may not be terminated by either Party, except that Lilly may suspend the licenses granted pursuant to Sections 3.2 and 3.3 utilizing the procedures set forth in Section 9.1(b) as a result of any breach by NeoSan in the payment of Royalty Payments owed with respect to a NeoSan New Product in the United States only to the extent such licenses relate to the affected NeoSan New Product therein (but will have no such effect with respect to any Products or other NeoSan New Products in the United States and will not constitute a material breach of this Agreement or give Lilly any rights to terminate any rights of NeoSan hereunder whatsoever other than the foregoing express suspension with respect to the relevant NeoSan New Product) until and unless NeoSan pays Lilly any Royalty Payments so owed (including with respect to relevant Net Sales of such NeoSan New Product during any period of suspension), plus accrued interest as provided in Section 2.6, at which time such licenses will be automatically reinstated. Except as otherwise set forth in this Section 9.2, the Parties agree that the sole and exclusive remedies following the Closing Date will be to seek injunctive relief to require compliance by the breaching Party and relief to seek damages (subject to Section 11.7) with respect to such breach.
Termination Following Closing. If not earlier terminated, the provisions of this Agreement (other than Sections 1.6(a), 1.7, 1.8, 1.9, Article 8, Sections 9.4, 9.5, 9.6, 9.7, 9.9(c), (e), (f), (g), 9.10, 9.14, 9.18 and 9.19 and Articles 11 and 13 (other than Sections 13.2 and 13.3)) shall terminate on the date all of the Exchange Options are exercised.
Termination Following Closing. Should Closing occur, this Agreement (i) shall not terminate, (ii) shall be in full force and effect , (iii) shall be binding on any party hereto until January 26, 2006, and (iv) as of January 26, 2006, (A) shall terminate, (B) shall thereafter have no further forces or effect, and (C) shall not be binding any party hereto except that the provisions contained in Annex A hereto which by their terms are applicable after consummation of an offering made pursuant thereto (including, without limitation, provisions relating to indemnification and contribution) shall continue to remain in full force and effect as provided therein with respect to offerings made pursuant thereto prior to January 26, 2006..
Termination Following Closing. Except as provided in Section 11.3(a), this Agreement may be terminated by either Party at any time following the Closing and until the Effective Time, if, for any reason, the Merger is not consummated.
Termination Following Closing. Following the Closing:
Termination Following Closing. (a) This Agreement may be terminated by Cendant at any time following the Closing if Newco (i) commits a material breach of this Agreement or any of the Ancillary Agreements and such breach is not cured by Newco within sixty days (or such shorter or longer period as may be provided in the applicable Ancillary Agreement) after written notice from Cendant, describing such breach with reasonably particularity; (ii) becomes insolvent or commences a voluntary action under the Bankruptcy Code (as hereinafter defined), an involuntary case is commenced against Newco and the petition is not dismissed within sixty days after commencement of the case or a trustee or custodian is appointed for, or takes charge of, all or substantially all of the property or assets of Newco, or (iii) fails to pay any Royalty Payments, Rental Amounts or Retained Member Income to CMS pursuant to the terms of Article II and such failure is not cured within ten Business Days after written notice from Cendant. In addition to the foregoing, Cendant shall also be entitled to seek any other right or remedy, specific performance or a temporary, preliminary or permanent injunction, without the necessity of proving the inadequacy of monetary damages, enjoining or restraining Newco from breaching this Agreement or any of the Ancillary Agreements.
(1) In the event that Cendant commits a material breach of its respective obligations pursuant to this Agreement and such material breach is not cured within sixty days of Cendant receiving written notice from Newco, describing such breach with reasonable particularity, Newco shall be entitled to seek, in addition any other right or remedy, specific performance or a temporary, preliminary or permanent injunction, without the necessity of proving the inadequacy of monetary damages, enjoining or restraining Cendant from breaching this Agreement.
