Termination of Amendment. Upon the termination of the Merger Agreement in accordance with its terms and without any further action on the part of any of the parties hereto, as of the date of such termination, this Amendment shall become null and void and of no further force or effect.
Termination of Amendment. The provisions of Section 1.1 of this Agreement shall terminate without any further action by any of the parties hereto and shall have no further force and effect on the earlier of January 24, 2014 or the termination of the Stockholders Agreement in accordance with the terms thereof.
Termination of Amendment. Notwithstanding anything to the contrary herein, this Amendment shall immediately and automatically terminate and have no further force and effect upon the termination or expiration, if any, of the Merger Agreement, in accordance with the provisions thereunder. In the event of any such termination of this Amendment, the Employment Agreement shall remain in full force and effect.
Termination of Amendment. Any party may terminate Section 1 of this Amendment upon thirty (30) days written notice to the other party, commencing from the date of receipt of such notice. The obligations of the Company and Trust under Sections 2 and 3 of this Amendment, respectively, shall survive any termination hereof with respect to any transactions occurring or circumstances arising out of supplied or omitted information or actions or omissions to act before the effective date of any termination hereof. Commencing from the date of receipt of such notice (“Notification Date”), the Trust, Distributor and Company shall proceed with the termination of Section 1 of this Amendment in accordance with the following schedule unless otherwise agreed to by the parties: (a) transactions through Fund/SERV shall cease as of the Notification Date; (b) a plan which sets forth the procedures that must be followed to effect the termination of Section 1 of this Amendment (“Termination Plan”) must be agreed upon by all of the parties within sixty (60) days of the Notification Date; (c) the Termination Plan must be fully implemented within ninety (90) days of the Notification Date; and (d) the Termination Plan must be fully completed within one hundred eighty (180) days of the Notification Date.
Termination of Amendment. Sections 1 and 2 of this Amendment shall be terminated automatically upon the occurrence of any of the following: (a) the Optionee breaches any of his obligations under Sections 5 or 10.1 of the Separation Agreement, (b) the Optionee is terminated for Cause (as defined in the Consulting Agreement except that a termination pursuant to clause (iv) of such definition shall not be deemed a termination for Cause for purposes of this Section 3) by the Company under the Consulting Agreement, or (c) the Optionee breaches any of his obligations under Sections 11 or 12 of the Consulting Agreement. In the event of such a termination of Sections 1 and 2 of this Amendment, then (x) the terms of Sections 1 and 2 of this Amendment shall not survive such termination, (y) the parties shall refer to the Grant Notice and Agreement, in each case prior to the execution of this Amendment, to determine their respective rights and obligations with respect to the Grant Notice and Section 5 of the Agreement, and (z) any exercise of this Option and/or issuance of Shares that would not be permissible under the Grant Notice and the Agreement, without reference to Sections 1 and 2 of this Amendment, shall be forfeited and deemed null and void and without effect and the Optionee shall deliver promptly any certificates or other documents requested by the Company for the transfer to the Company of such forfeited Shares. For avoidance of doubt and notwithstanding anything in this Amendment, the Grant Notice, the Plan or the Agreement to the contrary, the “Termination Date” for purposes of the Grant Notice and Agreement shall be July 31, 2012, and nothing herein or otherwise shall be interpreted to extend such date.
Termination of Amendment. Upon termination of this Amendment: (1) User shall immediately cease marketing and use of the RESX Services, in any manner whatsoever except to support existing customers during the Transition Period as specified in Section 10.14 of this Amendment, and return all copies of documentation, marketing and other related materials to TRX; (2) all rights and licenses granted to User hereunder solely for the servicing and support of User’s customers (as of the effective date of termination) shall continue; (3) TRX shall terminate User’s access to the RESX Services for new customers; (4) all rights and licenses for User’s use of AE Interactive shall immediately cease; (5) all payments for AE Interactive shall be immediately due and payable; (6) all payments for RESX Services owed TRX shall continue to be due and payable according to the terms of this Amendment; (7) TRX shall cease all use of Users’ Marks as specified in Section 3.2 of this Amendment; and (8) TRX shall destroy all User customer data or return such data to User as requested by User in writing; provided, however, TRX may retain such User customer data solely for the purpose of supporting Users’ customers’ sites and for providing Transition Services to User. Notwithstanding anything to the contrary contained in this Amendment, Section 8.2 of the Initial Agreement shall apply for purposes of this Amendment.
Termination of Amendment. Each of the parties hereto agrees that this Amendment shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any reason.
Termination of Amendment. In the event any law or government regulation prohibits the sale of the Product(s), Licensee may terminate this Amendment by paying a termination fee of $10,000,000 and forgiving any remaining Royalty Credit as identified in Section 3.11. In such case the terms of the Agreement shall revert to those in existence immediately prior to the execution of this Amendment.
Termination of Amendment. This Amendment and the obligations, representations and warranties of the parties under the Agreement (as amended by this Amendment) with respect to the purchase of Additional Shares shall automatically terminate and be of no further force and effect upon the earliest to occur, if any, of: (a) either the Company, on the one hand, or the Underwriters, on the other hand, advising the other in writing, prior to the execution of the Underwriting Agreement, that they have determined not to proceed with the 2018 Public Offering, (b) termination of the Underwriting Agreement (other than the provisions thereof which survive termination) prior to the sale of any of the Common Stock to the Underwriters, or (c) the Underwriting Agreement has not become effective by March 31, 2018.
Termination of Amendment. This Amendment shall terminate and have no further effect on the first date that the Department issues a decision in D.T.E. 01-20 wherein it approves particular 01-20 Rates, states the manner in which the 01-20 Rates are to be determined or calculated, or determines particular inputs Verizon should use in calculating the 01-20 Rates (such date, the “Amendment Termination Date”). After the Amendment Termination Date, this Amendment no longer will be a part of the Agreement, such that this Amendment will have no application where a telecommunications carrier seeks, after the Amendment Termination Date, to adopt the terms and conditions of this Agreement pursuant to Section 252(i) of the Telecommunications Act of 1996. Termination of this Amendment shall have no effect upon either Party’s right thereafter to enforce the terms of the Amendment.
