Termination of Existing Stockholder Agreements Sample Clauses

Termination of Existing Stockholder Agreements. Each of the Company and each Stockholder that is a party to any of the Existing Stockholder Agreements hereby consent to, and agree, that each of the Existing Stockholder Agreements shall be, and hereby is, terminated effective as of the date of this Agreement.
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Termination of Existing Stockholder Agreements. 24 11.21 Legend............................................................ 24 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 15, 2003, is made by and among Brience, Inc., a Delaware corporation (the "Company"), TSI Telecommunication Network Services Inc., a Delaware corporation (the "Purchaser"), TSI Brience, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Purchaser (the "Merger Sub") and, with respect to Articles VI, X and XI only, the Persons listed on the signature page attached hereto under the heading "Seller Parties" who execute a counterpart to this Agreement (individually, a "Seller Party" and collectively, the "Seller Parties"). The Company, Purchaser, Merger Sub and the Seller Parties are sometimes collectively referred to herein as the "Parties" and individually as a "Party". Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.
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Termination of Existing Stockholder Agreements. At the Effective Time, the Company and the Seller Parties hereby terminate all agreements regarding voting, transfer or other arrangements related to the Company Stock that are in effect immediately prior to the Closing.
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Termination of Existing Stockholder Agreements. 22 8.9 [RESERVED] .................................................................................................22 8.10 Confidentiality............................................................................................22 -ii- 4
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Termination of Existing Stockholder Agreements. Without any further action by any of the parties hereto, each Stockholder hereby unconditionally releases and agrees to hold harmless the Company with respect to the Existing Stockholder Agreements; provided, however, that notwithstanding anything hereto the contrary, the Company shall remain obligated to pay an aggregate of $1,000,000 to the Hellers and an aggregate of $1,000,000 to the Lettermans pursuant to the terms and conditions of the Settlement Agreement. If the Closing contemplated by this Agreement does not occur, this Section 8.08 shall have no further force and effect.
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Related to Termination of Existing Stockholder Agreements

  • 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 Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • Ratification of Existing Agreements All of the Borrower's obligations and liabilities to the Creditors as evidenced by or otherwise arising under the Credit Agreement, the Notes and the other Credit Documents, are, by the Borrower's execution of this Agreement, ratified and confirmed in all respects. In addition, by the Borrower's execution of this Agreement, the Borrower represents and warrants that it does not have any counterclaim, right of set-off or defense of any kind with respect to such obligations and liabilities.

  • Termination of Existing Credit Agreements The Company and each of the Banks that is also a "Bank" party to the Existing Credit Agreements agrees that the "Commitments" as defined in the Existing Credit Agreements shall be terminated in their entirety on the Effective Date. Each of such Banks waives (a) any requirement of notice of such termination pursuant to Section 2.09 of the Existing Credit Agreements and (b) any claim to any facility fees or other fees under the Existing Credit Agreements for any day on or after the Effective Date. Each of the Company and the Borrower (i) represents and warrants that (x) after giving effect to the preceding sentences of this Section 10.07, the commitments under the Existing Credit Agreements will be terminated effective not later than the Effective Date, (y) no loans are, as of the date hereof, or will be, as of the Effective Date, outstanding under the Existing Credit Agreements and (ii) covenants that all accrued and unpaid facility fees and any other amounts due and payable under the Existing Credit Agreements shall have been paid on or prior to the Effective Date.

  • Termination of Merger Agreement 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.

  • 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.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Termination of Existing Credit Facility The Administrative Agent shall have received satisfactory evidence that the Existing Credit Agreement shall have been terminated, all commitments thereunder shall have been terminated and all amounts owing thereunder shall have been paid in full (the “Refinancing”).

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