Termination of Right to Top-Up Payment Sample Clauses

Termination of Right to Top-Up Payment. The Effective Time Holders’ right to receive the Top-Up Payment pursuant to Section 1.10(a) shall terminate immediately if on any trading day prior to the Top-Up Payment Date, the product of (i) the Aggregate Closing Stockholder Consideration and (ii) the closing price of one share of Acquirer Common Stock as quoted on the NASDAQ Stock Market on such trading day (the “Trigger Value”), equals or exceeds the Aggregate Guaranteed Value; provided, however, that to the extent an Effective Time Holder (A) holds any shares of Unvested Acquirer Stock, (B) has a right to receive any Escrow Shares which are not then released from the Escrow Fund, (C) is precluded by contractual agreement with Acquirer or obligation pursuant to any Acquirer policy, including but not limited to any xxxxxxx xxxxxxx policy of Acquirer to which such Effective Time Holder may be bound, from freely transferring all of his, her or its Acquirer Common Stock, or (D) is precluded by applicable law or regulation from freely transferring all of his, her or its Acquirer Common Stock (each, a “Restricted Equity Right”), the Effective Time Holder’s right to receive the Top-Up Payment pursuant to Section 1.10(a) shall terminate with respect to any such Restricted Equity Right only if the Trigger Value equals or exceeds the Aggregate Guaranteed Value at any time after such Restricted Equity Right becomes vested or released from the Escrow Fund, or the Acquirer Common Stock becomes freely transferable, as applicable.
Sample 1
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Related to Termination of Right to Top-Up Payment

  • Termination of Rights The right of first refusal granted the --------------------- Company by Section 3(b) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(c) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act. Upon termination of the right of first refusal described in Section 3(b) and the expiration or exercise of the Repurchase Option, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) below and delivered to Purchaser.

  • Termination of Rights as Holder If the Placement Warrants are terminated in accordance with Section 6.1, then after such time Subscriber (or its successor in interest) shall no longer have any rights as a holder of such Placement Warrants and the Company shall take such action as is appropriate to cancel such Placement Warrants. Subscriber hereby irrevocably grants the Company a limited power of attorney for the purpose of effectuating the foregoing and agrees to take any and all measures reasonably requested by the Company necessary to effect the foregoing.

  • License of Data; Warranty; Termination of Rights A. The valuation information and evaluations being provided to the Trust by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary to valuing the Trust’s assets and reporting to regulatory bodies (the “License”). The Trust does not have any license nor right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Trust’s right to use the Data cannot be passed to or shared with any other entity. The Trust acknowledges the proprietary rights that USBFS and its suppliers have in the Data.

  • Termination of Rights as Shareholder If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such action as is appropriate to cancel such forfeited Shares.

  • Expiration of Rights The Rights will expire on the earliest of (a) 5:00 p.m., New York City time, on December 30, 2021 (b) the time at which the Rights are redeemed (as described in Section 6 below), and (c) the time at which the Rights are exchanged in full (as described in Section 7 below).

  • TERM, TERMINATION, AND MODIFICATION OF RIGHTS 13.1 This Agreement is effective when signed by all parties, unless the provisions of Paragraph 14.16 are not fulfilled, and shall extend to the expiration of the last to expire of the Licensed Patent Rights unless sooner terminated as provided in this Article 13.

  • Termination of Rights as Stockholder If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such action as is appropriate to cancel such forfeited Shares.

  • Duration of Rights If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time, the Rights shall expire and shall be worthless.

  • Reservation of Right to Terminate Relationship Nothing contained in this Agreement shall restrict the right of the Company to terminate the relationship of the Optionee at any time, with or without cause. The termination of the relationship of the Optionee by the Company, regardless of the reason therefor, shall have the results provided for in Sections 3 and 4 of this Agreement.

  • Early Termination of Agreement This Agreement may be terminated prior to the Ending Date upon any one of the following events:

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