We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Termination of Arrangement and Agreements Sample Clauses

Termination of Arrangement and Agreements. (a) Except for this Agreement, the Related Agreements and those agreements set forth on Schedule 8.5(a), the Company shall terminate all Contracts between the Company or any of its Subsidiaries, on the one hand, and one or more Related Parties, on the other hand, on or prior to the Closing Date, in each case without any remaining liability of any kind to the Company, Parent or Buyer as a result of or in connection with such termination or such Contract. (b) The Company shall terminate all Contracts listed on Schedule 8.5(b) (the “Terminated Agreements”) on or prior to the Closing, including sending all required notices, such that each such Contract shall be of no further force or effect immediately following the Closing, in each case without any remaining liability of any kind to the Company, Parent or Buyer as a result of or in connection with such termination or such Contract. (c) Neither Parent nor Buyer shall not have any liability to the Company or any Subsidiary of the Company, any Company Shareholder or any other Person for any costs, claims, liabilities or damages resulting from the Company or any of its Subsidiaries seeking to obtain such terminations. (d) The Company and the Company Securityholders may prepare and file with the Israel Tax Authority an application for a ruling permitting certain Company Securityholder specifically described in such tax ruling (the “Electing Holder”), to defer any applicable Israeli tax with respect to any share portion of the Total Consideration that such Electing Holder will receive pursuant to this Agreement until the sale, transfer or other conveyance for cash of such share portion of the consideration by such Electing Holder or such other date set forth in Section 104H of the Israeli Tax Ordinance (the “104H Tax Ruling”). Parent and Buyer shall cooperate with the Company and the Company Securityholder and their Israeli counsel with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the 104H Tax Ruling. Notwithstanding the provisions of Section 2.4(f)(i) above, if the 104H Tax Ruling shall be received and delivered to Parent at least five (5) Business Days prior to the applicable withholding date, then the provisions of the 104H Tax Ruling shall apply with respect to each Electing Holder and all applicable withholding and reporting procedures with respect to the Total Consideration shall be made...
Sample 1
Termination of Arrangement and Agreements. (a) Except for this Agreement, the Related Agreements and those agreements set forth on Schedule 8.4(a), the Company shall terminate all Contracts between the Company or any of its Subsidiaries, on the one hand, and one or more Related Parties, on the other hand, on or prior to the Closing Date, in each case without any remaining Liability of any kind to the Company or Buyer as a result of or in connection with such termination of such Contract. (b) Neither Parent nor Buyer shall have any Liability to the Company or any Subsidiary of the Company, any Company Shareholder or any other Person for any Losses resulting from the Company or any of its Subsidiaries seeking to obtain such terminations. (c) Any Liabilities on the part of the Company or any of its Subsidiaries that arise in connection with the performance by the Company or any of its Subsidiaries of this Section 8.4 shall be included in the Liabilities taken into account (without duplication) in the calculation of the Company Net Working Capital and Closing Indebtedness, except to the extent: (i) released or fully satisfied by Closing without any further Liability to the Company or any of its Subsidiaries or (ii) included in the Transaction Expenses.
Sample 1

Related to Termination of Arrangement and Agreements

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Amendments to Plan of Arrangement (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholder.

  • AGREEMENT AND PLAN OF MERGER The Sponsor understands and acknowledges that the SPAC, PubCo, Merger Sub, the Company, SinCo and the Shareholders are entering into the Agreement and Plan of Merger in reliance upon the Sponsor’s execution and delivery of this Agreement. The Sponsor has received a copy of the Agreement and Plan of Merger, is familiar with the provisions of the Agreement and Plan of Merger and has consented to (and hereby consents to) the SPAC’s entry into the Agreement and Plan of Merger.

  • Plan of Arrangement Subject to the terms and conditions of this Agreement and the Plan of Arrangement, substantially in the form attached hereto as Exhibit D (the "Plan of Arrangement"), at the Effective Time (as defined herein) (i) each outstanding common share or special share in the capital of Newcourt (each, a "Newcourt Common Share") for which the holder thereof shall have made a valid election shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Newco in exchange for 0.92 of a fully paid and non-assessable share of Class A Common Stock, par value $0.01 per share (the "CIT Common Stock"), of CIT, (ii) each Newcourt Common Share for which the holder thereof shall have made a valid election shall be exchanged by the holder thereof, without any act or formality on the part of such holder, for 0.92 of a fully paid and non-assessable share in the class of non-voting exchangeable shares in the capital of Newcourt (each, an "Exchangeable Share"), (iii) each Newcourt Common Share for which no valid election shall have been made (other than (x) Newcourt Common Shares held by a Dissenting Shareholder who is ultimately entitled to be paid the fair value of the Newcourt Common Shares held by such shareholder and (y) Newcourt Common Shares held by CIT or any Subsidiary or affiliate thereof) shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Newco in exchange for 0.92 of a fully paid and non-assessable share of CIT Common Stock, (iv) each Newcourt Option shall be exchanged for a Replacement Option to purchase shares of CIT Common Stock as contemplated by Section 1.6 and (v) the other terms set forth in the Plan of Arrangement shall be implemented. Such ratio of Newcourt Common Shares to CIT Common Stock or Exchangeable Shares, as the case may be, is hereinafter referred to as the "Exchange Ratio." The Plan of Arrangement provides for the terms of the Arrangement and the mode of carrying the Arrangement into effect. Such terms and conditions are incorporated by reference herein and made a part hereof.

  • Termination Amendment and Waiver 46 7.1 Termination....................................................................................46 7.2

  • Termination of Agreements (a) Except as set forth in Section 2.11(b), in furtherance of the releases and other provisions of Section 5.1, VPG and each member of the VPG Group, on the one hand, and Vishay and each member of the Vishay Group, on the other hand, effective as of the Distribution Date, shall terminate, any and all Contracts (including any intercompany accounts payable or accounts receivable accrued as of the Distribution Date that are reflected in the books and records of the parties or otherwise documented in writing in accordance with past practices), whether or not in writing, between or among VPG and/or any member of the VPG Group, on the one hand, and Vishay and/or any member of the Vishay Group, on the other hand, effective as of the Distribution Date. No such terminated Contracts (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Distribution Date. Each party shall, at the reasonable request of any other party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.11(a) shall not apply to any of the following Contracts (or to any of the provisions thereof) in: (i) this Agreement or the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the parties or any of the members of their respective Groups); (ii) any Contracts to which any Person other than the parties and their respective Affiliates is a party (it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any such Contracts constitute Separated Assets or Assumed Liabilities, they shall be assigned or assumed, as the case may be, pursuant to Section 2.3); (iii) any Contracts to which any non-wholly owned Subsidiary of Vishay or VPG, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (iv) intercompany Contracts or accounts receivable entered into or generated in the ordinary course of business; or (v) any other Contracts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date.

  • Termination and Amendment 53 8.1. TERMINATION.............................................................................53 8.2.

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Termination of Existing Credit Agreement Receipt by the Administrative Agent of evidence that the Existing Credit Agreement concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement concurrently with the Closing Date are being released.

  • ENTIRETY OF CONTRACTUAL AGREEMENT The COUNTY and the CONTRACTOR agree that this Contract sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, deleted, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto.

Most Referenced Clauses

Most Referenced Definitions