Termination of Certain Existing Agreements Sample Clauses

Termination of Certain Existing Agreements. (a) The Company and the NBCU Entities shall take all actions necessary, appropriate and advisable, and shall assist and cooperate with each other, to terminate the Stockholder Agreement, the Investment Agreement, the Registration Rights Agreement and the Xxxxxx Management and Proxy Agreement, dated November 7, 2005, among the Company, PMC, Xx. Xxxxxx and certain of the Company’s Subsidiaries, effective as of the Call Closing, including executing and delivering any instruments or documents necessary for such termination. (b) Each of the NBCU Entities hereby waives all of its rights, powers and remedies available at law or in equity or otherwise arising out of any breach, violation or non-performance by the Company (A) prior to the date hereof of (i) Section 2.2(a) of the Stockholder Agreement as a result of the failure of the Company to use its reasonable best efforts to cause the Board to consist of nine members and (ii) Section 3.8(a) of the Stockholder Agreement as a result of the failure to grant Company Stock Awards for not less than 24 million shares of Class A Common Stock to selected senior executives of the Company prior to May 6, 2007 and (B) of the Stockholder Agreement or the Investment Agreement following the date hereof as a result of the execution and delivery of the Transaction Agreements to which the Company is a party and the performance by the Company of its obligations thereunder.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Termination of Certain Existing Agreements. The Existing Employment Agreements shall each have been terminated without cost to Seller's Bank or any party to this Agreement, and the Existing Consulting Agreement shall have been terminated in consideration of the payment described in Section 7.06(c).
Sample 1Sample 2
Termination of Certain Existing Agreements. On Completion, the parties to each of the Shareholders' Agreement, the Employee Shareholders' Agreement, the Management Fee Agreements and the Registration Rights Agreement who are parties to this Agreement agree that the Shareholders' Agreement, the Employee Shareholders' Agreement, the Management Fee Agreements and the Registration Rights Agreement shall be terminated with effect from Completion and no party shall have any claim against the other or against any Group Company in respect thereof other than, in the case of the Management Fee Agreements, any fees and expenses accrued up to the date of Completion.
Sample 1Sample 2
Termination of Certain Existing Agreements. Seller shall cause to be terminated or released effective as of the Closing Date, (i) the Existing Management Agreement and (ii) any existing leases with any Affiliates of Seller, such that no such agreement or leases shall be binding on Purchaser or encumber the Property after the Closing. Notwithstanding the foregoing, it is understood that Purchaser shall pay at the Closing (or reimburse Seller for the payment of) all termination fees required to terminate the Existing Management Agreement.
Sample 1
Termination of Certain Existing Agreements. 26 10.03. Transition of Management, Communications with Employees.......26
Sample 1
Termination of Certain Existing Agreements. Bluffs acknowledges and agrees that as of the Closing Date, the following agreements shall be of no further force and effect: (1) The Option Agreement contained in Section 8 of the Dividend Distribution Agreement by and among Venoco, Bluffs and Xxxxxxx X. Xxxxxxx and Xxxxxxxxxx X. Xxxxxxx, as Trustees of the Xxxxxxx Trust made effective as of August 21, 2006. (2) The Ground Lease by and between Venoco and Bluffs made and entered into as of August 21, 2006. (3) That Development Agreement by and between Venoco and Bluffs made effective as if August 21, 2006.
Sample 1
Termination of Certain Existing Agreements. Each of the following existing agreements shall have been terminated on terms reasonably acceptable to Buyer: (i) the Intercompany Services Agreement, dated June 1, 2007, by and between the Company and Healthpoint, (ii) the Warehousing and Distribution Agreement, dated June 1, 2007, by and between the Company and DPT, (iii) the Amended and Restated Shareholders Agreement, dated as of August 29, 2006, by and among the Company and the shareholders of the Company, and (iv) the Amended and Restated Transfer Restriction Agreement, dated as of August 29, 2006, by and among the Company and the shareholders of the Company.
Sample 1
AutoNDA by SimpleDocs
Termination of Certain Existing Agreements 
Sample 1

Related to Termination of Certain Existing Agreements

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Modification of Certain Agreements Each Credit Party will not, and will not permit any of its Subsidiaries or Affiliates to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in (a) any Organization Documents of a Credit Party, in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be materially adverse to the interests of the Secured Parties (except with the consent of the Required Lenders) or if required by law, (b) any document, agreement or instrument evidencing or governing any Indebtedness that has been subordinated to the Obligations in right of payment or secured by any Liens that have been subordinated in priority to the Liens of Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the subordination or intercreditor agreement applicable thereto or could not reasonably be expected to be materially adverse to the interests of the Secured Parties (it being understood that the foregoing shall not prohibit the refinancing, replacement or exchange of such Indebtedness), or (c) the Acquisition Agreement and the Ancillary Agreements (as defined in the Acquisition Agreement) (collectively, the “Acquisition Documents”), in each case, other than any amendment, supplement, waiver or modification or forbearance that could not reasonably be expected to be adverse to the interests of the Secured Parties (except with the consent of the Required Lenders); provided, that, any amendment, supplement, waiver or modification or forbearance of the Acquisition Documents such that any Credit Party or any of their Subsidiaries become directly or indirectly liable with respect to the Deferred Purchase Price shall be deemed adverse to the interests of the Secured Parties.

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Termination of Certain Covenants The covenants set forth in Sections 2.5, 2.6, 2.7, 2.8, 2.9 and 2.10 shall terminate and be of no further force or effect upon the consummation of (i) a Qualified Public Offering or (ii) a Liquidation Event.

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction. (b) In case the Company shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Company or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto.

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize: (a) the issuance of any dividend or other distribution on the capital stock of the Company (other than (i) dividends or distributions otherwise provided for in Section 6, (ii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase; (iii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal or first offer contained in agreements providing for such rights; or (iv) repurchases of capital stock of the Company in connection with the settlement of disputes with any stockholder ), whether in cash, property, stock or other securities; (b) the voluntary liquidation, dissolution or winding up of the Company; or (c) any transaction resulting in the expiration of this Warrant pursuant to Section 8(b); the Company shall send to the Holder of this Warrant at least ten (10) calendar days prior written notice of the date on which a record shall be taken for any such dividend or distribution specified in clause (a) or the expected effective date of any such other event specified in clause (b) or (c), as applicable. The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the consent of the Holder of this Warrant.

  • Notification of Certain Matters The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

  • Absence of Certain Agreements Neither Parent nor any of its Affiliates has entered into any agreement, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral or written), pursuant to which: (i) (A) any stockholder of the Company (other than Parent and its Affiliates) would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration, (B) except as set forth in Section 6.13, any stockholder of the Company agrees to vote to adopt this Agreement or the Merger or any stockholder of the Company agrees to vote against any Superior Proposal; or (ii) any current employee of the Company has agreed to (x) remain as an employee of the Company or any of its Subsidiaries following the Effective Time (other than pursuant to any employment Contracts in effect as of the date of this Agreement), (y) contribute or rollover any portion of such employee’s Shares, Company Stock Options, Company Restricted Stock and/or Phantom Stock Units to the Company or its Subsidiaries or Parent or any of its Affiliates or (z) receive any capital stock or equity securities of the Company or any of its Subsidiaries or Parent or any of its Affiliates.

  • Amendment of Certain Documents Such Borrower will not amend or otherwise modify its Certificate of Formation or Articles of Association as the case may be, or operating agreement in any way which would have a Material Adverse Effect on such Borrower.

  • Payments on Termination and Survival of Certain Rights and Obligations Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable. (i) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination (A) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement and (B) the Subordinated Performance Fee Due Upon Termination, provided that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee. (ii) The Advisor shall promptly upon termination: (a) pay over to the Company all money collected pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (b) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (c) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (d) cooperate with the Company to provide an orderly transition of advisory functions.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!