Termination of Shareholders Agreement. The Sellers and the Company acknowledge and agree that, as of the Closing, that certain Shareholders Agreement, dated as of February 13, 2007, by and among certain of the Sellers and the Company, as amended, shall terminate in accordance with its terms, with no liability following such termination for the Company or any of its Subsidiaries or any of the Sellers or the Sellers’ Related Parties.
Termination of Shareholders Agreement. Each of the Parties agrees that upon the Closing, the Shareholders’ Agreement shall be, without any further action required by any Party, terminated immediately, in its entirety and shall be of no further force or effect, including without limitation, each of the provisions of Section 8.3 thereof.
Termination of Shareholders Agreement. The Shareholders Agreement shall have been terminated by the Shareholders.
Termination of Shareholders Agreement. Sellers, constituting all the parties to the Shareholders’ Agreement, (i) agree and acknowledge that the Shareholders’ Agreement will terminate automatically as of the Closing; and (ii) irrevocably waive any and all rights and/or recourse they may have under the Shareholders’ Agreement against A2iA, its officers and direct or indirect shareholders.
Termination of Shareholders Agreement. Pursuant to Section 5.1(a)(i) of the Shareholders Agreement, the Company and the Shareholder hereby agree and acknowledge that the Shareholders Agreement shall, effective upon the Effective Time, be terminated in its entirety and be of no further force and effect, and that neither the Company, the Shareholder nor any of their respective successors in interest, shall have any further rights, liabilities, obligations, covenants, agreements or claims with respect to the Shareholders Agreement.
Termination of Shareholders Agreement. All of the parties to the Shareholders Agreement hereby terminate the Shareholders Agreement, effective as of the Effective Date.
Termination of Shareholders Agreement. Effective at the Closing and ------------------------------------- without any further action on the part of any of the Corporation, Xxxxx Xxxxxxx or Seller, the Shareholders Agreement shall terminate and be of no further force and effect. It is understood and agreed that should the Closing not occur, the Shareholders Agreement will continue in effect in accordance with its terms.
Termination of Shareholders Agreement. The Shareholders' -------------------------------------- Agreement dated March 30, 1994 by and among the Company, Fargo and MCA Inc. shall have been terminated and be of no further force or effect.
Termination of Shareholders Agreement. (a) Each Shareholder shall retain its rights hereunder for so long as such Shareholder (together with its Affiliates) holds any Shares or shares of the Company’s Affiliates. Each Shareholder shall remain obligated to perform its obligations hereunder until released in writing by the other Parties hereto, or until this Agreement terminates, subject to the provisions of this Article VII.
(b) This Agreement shall terminate upon the earlier to occur of:
(i) any Shareholder holding 100% of the issued Shares of the Company; or
(ii) a resolution is passed for the winding up or dissolution of the Company; or
(iii) a receiver, administrator or administrative receiver is appointed over the whole or any part of the assets of the Company or the affairs, business and property of the Company is to be managed by a supervisor under any arrangement made with the creditors thereof; or
(iv) at such time as all Shareholders of record unanimously agree in writing to terminate this Agreement; or
(v) upon delivery of a notice of termination by a Shareholder (the “Terminating Shareholder”) following a material breach by the other Shareholder (the “Shareholder in Breach”), in the event that (x) such material breach was not cured within forty-five (45) days after the Terminating Shareholder provided the Shareholder in Breach of a notice reasonably detailing the basis for such breach and (y) such breach continued to be uncured at the time of dispatch of the notice of termination; or
(vi) upon delivery of a notice of termination of the Sale and Purchase Agreement pursuant to Section 8.03 thereof by any of the parties thereto; or
(vii) upon delivery of a notice of termination by a Terminating Shareholder, in the event a petition is presented or a proceeding is commenced or an order is made or an effective resolution is passed for the winding-up, insolvency, administration, reorganization, reconstruction, dissolution or bankruptcy of the other Shareholder or for the appointment of a liquidator, receiver, administrator, trustee or similar officer of the other Shareholder or of all or any part of its business or assets; if the other Shareholder stops or suspends payments to its creditors generally or is unable or admits its inability to pay its debts as they fall due or seeks to enter into any composition or other arrangement with its creditors or is declared or becomes bankrupt or insolvent; or if a creditor takes possession of all or any part of the business or assets of the other Shar...
Termination of Shareholders Agreement. The Company shall take all actions so that, as of the Effective Time, the Shareholders Agreement shall have been terminated and be of no further force or effect.
