Termination of Company Agreements. The Registration rights set forth in Sections 3.1 and 3.2 shall terminate seven (7) years after the effective date of the Company’s Registration Statement filed in connection with the Company’s first Qualified Public Offering or, as to any Holder, at any time following the effective date of the Company’s first Qualified Public Offering, when such Holder is entitled to sell all of such Investor’s Registrable Securities pursuant to Rule 144 (including Rule 144(k)) of the Commission under the Securities Act.
Termination of Company Agreements. Concurrently with the Closing, the Company shall terminate all Contracts listed on Schedule 6.5 (the “Affiliate Agreements”) between the Company, on the one hand, and any of the Company stockholders, on the other hand. The Contributor’s Representative will deliver at the Closing the resignation of all of the directors of the Company, effective as of the Closing, except for such directors or officers that the Parent specifies in writing to the Contributor’s Representative prior to the Closing Date.
Termination of Company Agreements. 1.1 The Employment Agreement, and the consulting agreement between the Company and Wealth Engineering dated February 1, 2020 (the “Consulting Agreement”), the Wealth Engineering Note (as defined in Section 4 below) and all other arrangements, agreements or understandings between the Company or any of its subsidiaries, on the one hand, and Executive, Wealth Engineering, the Related Parties and/or their respective Affiliates, on the other hand (other than this Agreement and the Lock-Up Agreement (as such terms are hereinafter defined)), are terminated in all respects. For the avoidance of doubt, the parties hereby ratify and confirm that the founder revenue agreement between the Company, the Executive and the other parties thereto dated October 11, 2017 (the “Founder Revenue Agreement”) was previously terminated in all respects on or before April 27, 2020, and is no longer valid or in effect. All of the foregoing agreements, the Employment Agreement, the Consulting Agreement, the Founder Revenue Agreement and the Wealth Engineering Note are hereafter collectively referred to herein as the “Company Agreements”.
1.2 Executive and Wealth Engineering acknowledge, confirm and agree that Executive, Wealth Engineering and all of Executive’s Related Parties have received any and all pay, compensation (in whatever forms due, including but not limited to, United States Currency, any foreign currency, crypto-currency, shares of Company common or preferred stock, Company options or warrants, wages, bonuses, fees, commissions, incentives, stipends, penalties, interest, award, tangible or intangible assets, or any other form or type of remuneration, collectively hereinafter “Compensation”) and benefits due in connection with the Company Agreements (in whatever forms due) and that neither Executive, Wealth Engineering, any Related Parties, or Related Parties of Executive or Wealth Engineering, nor any other parties to such Company Agreements are entitled to any additional pay, outstanding balances due, Compensation or benefits from the Company thereunder.
1.3 Executive and Wealth Engineering covenant and agree to use their best efforts to assist the Company in documenting the termination of all agreements, arrangements and understandings with Related Parties and their Affiliates and to cause all Related Parties and their Affiliates to cease and desist using any of the Company’s, and or any of Company’s subsidiary or Affiliate company names, copyrights and/or trademarks, im...
Termination of Company Agreements. Immediately prior to the Effective Time, the Company and each Stockholder shall take all actions required of the Company or such Stockholder to terminate the Company Investor Agreement, Company Voting Agreement and Company ROFR Agreement and to cancel and extinguish all rights granted pursuant to such agreements.
Termination of Company Agreements. The parties hereto agree to use commercially reasonable efforts to (i) identify all outstanding agreements between the Stockholder and the Company that are in effect on the Closing Date and which the parties reasonably determine are necessary to be terminated; and to (ii) terminate such agreements, effective on the Closing Date.
Termination of Company Agreements. The Company's agreements --------------------------------- on Schedule 7.02(t) shall have been terminated;
Termination of Company Agreements. As of the Effective Time, and except as set forth on Schedule 1.12 hereto or as otherwise provided herein, any and all agreements between Company and Shareholders shall terminate automatically and shall be of no further force and effect.
Termination of Company Agreements. The Registration rights set forth in Sections 3.1 and 3.2 shall terminate as to any Holder, at any time following the effective date of the Company’s first Qualified Public Offering, when such Holder is entitled to sell all of such Investor’s Registrable Securities pursuant to Rule 144 (including Rule 144(k)) of the Commission under the Securities Act.
Termination of Company Agreements. The provisions of Sections 2.1 (a) through 2.1(f) shall terminate upon the earliest to occur of the following:
(i) the consummation of an underwritten public offering of shares of the Company, pursuant to a registration statement on Form S-1 under the Securities Act, at an offering price (prior to underwriting commissions and expenses) of not less than $13.125 per share (as adjusted for any stock dividends, combinations or splits) and the aggregate proceeds to the Company of which exceed $40,000,000 (a “Qualified Public Offering”);
(ii) the liquidation or dissolution of the Company;
(iii) the execution by the Company of a general assignment for the benefit of creditors or the appointment of a receiver or trustee to take possession of the property and assets of the Company; or
(iv) there are no longer any shares of Series A Preferred Stock outstanding.
Termination of Company Agreements. Other than as expressly set forth in each of the provisions of Sections 2.1 through 2.7, Sections 2.1 through 2.7 shall terminate upon the earlier of an Initial Public Offering or when all shares of Preferred Stock have been converted or redeemed, however in any event all the provisions of Section 2.1 through 2.7 shall terminate upon an Initial Public Offering.