Termination of Shareholder Agreement. (a) Effective on the Separation Date, as defined in the Separation Agreement (the “Termination Date”), the parties hereby terminate the Shareholder Agreement in its entirety and release, waive and discharge all rights, benefits, liabilities and obligations thereunder, including with respect to any breach or alleged breach thereof on or prior to the Termination Date. As of the Termination Date, each and every provision of the Shareholder Agreement (including any provision thereof that purports to survive termination) shall be of no further force and effect.
(b) If the Separation Agreement is terminated prior to the Separation Date, this Amendment shall automatically terminate.
Termination of Shareholder Agreement. Seller shall have executed any documentation reasonably required by Buyer to evidence the termination of the Shareholder Agreement.
Termination of Shareholder Agreement. Sellers shall cause to be terminated, effective as of and subject to the Closing, of that certain Buy and Sell Agreement dated November 24, 1978, by and among Sellers, Xxxxxxx X. Xxxxxxxxxx, the Xxxxxxx Xxxx Xxxxxxxxxx Trust of December 30, 1969, the Xxxxxxxx Xxxxxxx Xxxxxxxxxx Trust of December 30, 1969, the Xxxxxx Xxxxxx Xxxxxxxxxx Trust of December 30, 1969, the Xxxxxxx Xxxxx Xxxxxxxxxx Trust of December 30, 1969, and the Xxxxxxx Xxxx Xxxxxxxxxx Trust of December 30, 1969 (the “Shareholder Agreement”).
Termination of Shareholder Agreement. The Shareholder Agreement, as amended by Section 1 of this Amendment and Termination Agreement, is hereby terminated pursuant to Section 6.5 thereof, which termination shall be effective as of and contingent upon the Closing, and no Party thereto shall have any surviving obligations, rights or duties thereunder, other than the Surviving Sections (as amended hereby) as specifically provided for in Section 6.5 thereof (as amended hereby), which shall remain in full force and effect in accordance with their respective terms (the “Surviving Rights”). For the avoidance of doubt, and notwithstanding any express language in any section of the Shareholder Agreement, all sections of the Shareholder Agreement other than the Surviving Sections shall terminate effective upon the termination of the Shareholder Agreement.
Termination of Shareholder Agreement. The Shareholders and the Company hereby agree that the Shareholder Agreement a copy of which is included herein as Schedule 13.14 shall terminate and be of no further force and effect immediately prior to the Closing.
Termination of Shareholder Agreement. Except as set forth in paragraph 3 hereof, pursuant to Section 12.15(i) of the Shareholder Agreement, and in reliance on Apollo's covenant in paragraph 1 hereof, the parties hereto agree that the Shareholder Agreement and the parties' rights and obligations thereunder are hereby terminated and of no further force and effect as of the date set forth above.
Termination of Shareholder Agreement. Sellers hereby agree that the Shareholder Agreement, and all rights and obligations thereunder, will be terminated without further action effective immediately prior to Closing.
Termination of Shareholder Agreement. Seller and the Company agree that concurrently with the consummation of the Transactions, the Shareholder Agreement, dated January 2, 2007, between the Company and Seller shall be, without any further action, terminated and null and void for all purposes, so that the Company has no Liability thereunder.
Termination of Shareholder Agreement. As of the Closing Date, the Shareholder Agreement dated as of October 6, 1997 among the Company, Paux Xxxxxxxxx, Xdrxxxxx Xxxxxxxxx xxd the Secondary Sellers (the "Shareholder Agreement") shall be terminated by a written agreements between each of the Secondary Sellers and Paux Xxxxxxxxx xxd Adrxxxxx Xxxxxxxxx, xs applicable, pursuant to Section 5 thereof.
Termination of Shareholder Agreement. Prior to the Closing, the Shareholder Agreement dated as of May 1, 1993 among the Company and the Company Shareholders shall have been terminated.
ARTICLE IX COVENANTS OF THE COMPANY, COMPANY SHAREHOLDERS, PARENT AND MERGER SUB
9.1 Press Releases. No party hereto, nor any of their Affiliates, shall issue any press release, make any public announcement or otherwise release any information publicly regarding the Merger, without the consent of the other parties which shall not be unreasonably withheld or delayed.
