Common use of Termination of Certain Agreements Clause in Contracts

Termination of Certain Agreements. The Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company Shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Organizational Documents or any agreement described in clause (a) above with respect to the Transactions and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions and the Ancillary Documents.

Appears in 2 contracts

Sources: Business Combination Agreement (Hudson Acquisition I Corp.), Business Combination Agreement (Hudson Acquisition I Corp.)

Termination of Certain Agreements. The Without limiting the provisions of Section 2.5 or Section 12.2, the Company and the Sellers Company Shareholders hereby agree that, effective at the Share Acquisition Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers Company Shareholders or among the Sellers Company Shareholders with respect to the Company Shares, and (b) any registration rights agreement between the Company and or its shareholders, in each case of clauses (a) and (b), shares shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effecteffect with no Liability whatsoever for the Company. Further, each Seller the Company and the Company Shareholders hereby waive any obligations of the parties under the Company Organizational Documents or any agreement described in clause (a) above the preceding sentence with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Documents.

Appears in 2 contracts

Sources: Business Combination Agreement (Vertical Aerospace Ltd.), Business Combination Agreement (Broadstone Acquisition Corp.)

Termination of Certain Agreements. The Company and the Sellers Seller hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among between the Company and any of the Sellers or among the Sellers Seller with respect to the Company Shares, and (b) any registration rights agreement between the Company and its shareholdersthe Seller, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each the Seller and the Company hereby waive any obligations of the parties under the Company Organizational Documents or any agreement described in clause (a) above with respect to the Transactions and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions and the Ancillary Documents.

Appears in 2 contracts

Sources: Business Combination Agreement (Wisekey International Holding S.A.), Business Combination Agreement (Columbus Acquisition Corp/Cayman Islands)

Termination of Certain Agreements. The Without limiting the provisions of Section 1.5 or Section 13.2, the Company and the Sellers Company Shareholders hereby agree that, effective at the Share Contribution Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers Company Shareholders or among the Sellers Company Shareholders with respect to the Company Shares, and (b) any registration rights agreement between the Company and or its shareholders, in each case of clauses (a) and (b), shares shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effecteffect with no Liability whatsoever for the Company. Further, each Seller the Company and the Company Shareholders hereby waive any obligations of the parties under the Company Organizational Documents or any agreement described in clause (a) above the preceding sentence with respect to the Transactions and the Ancillary DocumentsTransactions, and any failure of the parties to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 2 contracts

Sources: Business Combination Agreement (OpSec Holdings), Business Combination Agreement (Investcorp Europe Acquisition Corp I)

Termination of Certain Agreements. The Without limiting the provisions of Section 2.6, the Company and the Sellers Company Shareholders hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers Company Shareholders or among the Sellers Company Shareholders with respect to the Company Shares, and or its shares (bincluding the Shareholders’ Agreement) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effecteffect with no Liability whatsoever for the Company. Further, each Seller the Company and the Company Shareholders hereby waive any obligations of the parties under the Company Organizational Documents or any agreement described in clause (a) above the preceding sentence with respect to the Transactions and the Ancillary DocumentsTransactions, and any failure of the such parties to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 2 contracts

Sources: Business Combination Agreement (Home Plate Acquisition Corp), Business Combination Agreement (Home Plate Acquisition Corp)

Termination of Certain Agreements. Without limiting the provisions of Section 12.2, The Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company SharesCompany’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Organizational Documents or any agreement described in clause (a) above with respect to the Transactions and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions and the Ancillary Documents.

Appears in 2 contracts

Sources: Business Combination Agreement (Jupiter Wellness Acquisition Corp.), Business Combination Agreement (Deep Medicine Acquisition Corp.)

Termination of Certain Agreements. The Without limiting the provisions of Section 12.2, the Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company SharesCompany’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Documents.

Appears in 2 contracts

Sources: Business Combination Agreement (Proficient Alpha Acquisition Corp), Business Combination Agreement (Proficient Alpha Acquisition Corp)

Termination of Certain Agreements. The Without limiting the provisions of Section 12.2, the Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company SharesCompany’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties to comply with the terms thereof of the Company’s Organizational Documents or any agreement in clauses (a) and (b) above in connection with the Transactions and the Ancillary Documents.

Appears in 1 contract

Sources: Business Combination Agreement (Edoc Acquisition Corp.)

Termination of Certain Agreements. The Without limiting the provisions of Section 11.2, the Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers (other than as set forth in Schedule 2.5) with respect to the Company SharesCompany’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties Parties to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 1 contract

Sources: Business Combination Agreement (Evo Acquisition Corp)

Termination of Certain Agreements. The Company and the Sellers hereby agree agrees that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company SharesCompany’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive waives any obligations of the parties Parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties Parties to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 1 contract

Sources: Business Combination Agreement (Tiberius Acquisition Corp)

Termination of Certain Agreements. The Without limiting the provisions of Section 2.6 or Section 12.2, the Company and the Sellers Company Shareholders hereby agree that, effective at the Share Acquisition Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers Company Shareholders or among the Sellers Company Shareholders with respect to the Company Shares, and (b) any registration rights agreement between the Company and or its shareholders, in each case of clauses (a) and (b), capital shares shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effecteffect with no Liability whatsoever for the Company. Further, each Seller the Company and the Company Shareholders hereby waive any obligations of the parties under the Company Organizational Documents or any agreement described in clause (a) above the preceding sentence with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Documents.

Appears in 1 contract

Sources: Business Combination Agreement (Kismet Acquisition One Corp)

Termination of Certain Agreements. The Without limiting the provisions of Section 10.2, the Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company Shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), Company’s capital shares shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under any of the Company foregoing agreements or the Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Documents.

Appears in 1 contract

Sources: Share Exchange Agreement (Yunhong International)

Termination of Certain Agreements. The Without limiting the provisions of Section 2.7 or Section 12.2, the Company and the Sellers Company Shareholders hereby agree that, effective at the Share Acquisition Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers Company Shareholders or among the Sellers Company Shareholders with respect to the Company Shares, and or its shares (bincluding the Shareholders’ Agreement) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effecteffect with no Liability whatsoever for the Company. Further, each Seller the Company and the Company Shareholders hereby waive any obligations of the parties under the Company Organizational Documents or any agreement described in clause (a) above the preceding sentence with respect to the Transactions and the Ancillary DocumentsTransactions, and any failure of the such parties to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 1 contract

Sources: Business Combination Agreement (GoGreen Investments Corp)

Termination of Certain Agreements. The Without limiting the provisions of Section 12.2, the Company and the Sellers Seller hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers Seller or among the Sellers Seller with respect to the Company SharesCompany’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each the Seller and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Documents.

Appears in 1 contract

Sources: Business Combination Agreement (East Stone Acquisition Corp)

Termination of Certain Agreements. The Without limiting the provisions of Section 10.2, the Company and the Sellers hereby agree that, effective at the Closing, (a) any agreement containing pre-emptive and special rights conferred to shareholders, or shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company Shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), Company’s capital shares shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under any of the Company foregoing agreements or the Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Documents.

Appears in 1 contract

Sources: Share Exchange Agreement (TKK SYMPHONY ACQUISITION Corp)

Termination of Certain Agreements. The Without limiting the provisions of Section 9.2, the Company and the Sellers hereby agree that, effective at the Closing, (a) any agreement containing pre-emptive and special rights conferred to shareholders, or shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company Shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), Company’s capital shares shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under any of the Company foregoing agreements or the Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Documents.

Appears in 1 contract

Sources: Business Combination Agreement (Apeiron Capital Investment Corp.)

Termination of Certain Agreements. The Without limiting the provisions of Section 8.1, the Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company SharesCompany’s share capital, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions and the Ancillary Documents, and any failure of the parties Parties to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 1 contract

Sources: Share Exchange Agreement (Onconetix, Inc.)

Termination of Certain Agreements. The Without limiting the provisions of Section 3.7, the Company and the Sellers Company Shareholders hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers Company Shareholders or among the Sellers Company Shareholders with respect to the Company Shares, and or its shares (bincluding the Shareholders Agreement) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effecteffect with no Liability whatsoever for the Company. Further, each Seller the Company and the Company Shareholders hereby waive any obligations of the parties under the Company Organizational Documents or any agreement described in clause (a) above the preceding sentence with respect to the Transactions and the Ancillary DocumentsTransactions, and any failure of the such parties to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 1 contract

Sources: Business Combination Agreement (Air Water Co)

Termination of Certain Agreements. The Without limiting the provisions of Section 11.2, each of the Company and the Sellers hereby agree agrees that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company SharesCompany’s capital shares, and (b) any registration rights agreement between the Company and its shareholdersthe Sellers, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the PartiesPerson, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive waives any obligations of the parties Company or the Sellers under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions and the Ancillary DocumentsTransactions, and any failure of the parties Company or the Sellers to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 1 contract

Sources: Business Combination Agreement (Compass Digital Acquisition Corp.)

Termination of Certain Agreements. The Without limiting the provisions of Section 11.2, the Company and the Sellers each Seller hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company SharesCompany’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller the Sellers and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions and the Ancillary DocumentsTransactions, and any failure of the parties to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 1 contract

Sources: Business Combination Agreement (East Stone Acquisition Corp)

Termination of Certain Agreements. The Without limiting the provisions of Section 10.2, the Company and the Sellers Parent hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among between the Company and any of the Sellers or among the Sellers Parent with respect to the Company SharesCompany’s capital shares, and (b) any registration rights agreement between the Company and its shareholdersParent, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller Parent and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Documents.

Appears in 1 contract

Sources: Business Combination Agreement (Malacca Straits Acquisition Co LTD)

Termination of Certain Agreements. The Without limiting the provisions of Section 8.1, the Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company SharesCompany’s shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions and the Ancillary Documents, and any failure of the parties Parties to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 1 contract

Sources: Share Exchange Agreement (ReTo Eco-Solutions, Inc.)

Termination of Certain Agreements. The Without limiting the provisions of Section 11.2, the Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company SharesCompany’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties Parties to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 1 contract

Sources: Business Combination Agreement (Hainan Manaslu Acquisition Corp.)

Termination of Certain Agreements. The Without limiting the provisions of Section 2.7 or Section 12.2, the Company and the Sellers Company Shareholders hereby agree that, effective at the Share Acquisition Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers Company Shareholders or among the Sellers Company Shareholders with respect to the Company Shares, and (b) any registration rights agreement between the Company and or its shareholders, in each case of clauses (a) and (b), shares shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effecteffect with no Liability whatsoever for the Company. Further, each Seller the Company and the Company Shareholders hereby waive any obligations of the parties under the Company Organizational Documents or any agreement described in clause (a) above the preceding sentence with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Documents.

Appears in 1 contract

Sources: Business Combination Agreement (Centricus Acquisition Corp.)