Termination of Stock Purchase Agreement. In the event the Stock Purchase Agreement is terminated for any reason pursuant to the terms and conditions thereof, then this Agreement shall terminate in its entirety as of the date the Stock Purchase Agreement is terminated, in which case, neither Purchaser nor Seller shall have any further Liability to the other under this Agreement (except as otherwise stated herein).
Termination of Stock Purchase Agreement. In consideration of mutual releases, covenants, agreements and/or other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree to terminate the Stock Purchase Agreement effective as of the Effective Date.
Termination of Stock Purchase Agreement. Effective immediately, the Parties hereby abandon the transactions contemplated by the Stock Purchase Agreement and mutually terminate the Stock Purchase Agreement. Section 7.3 of the Stock Purchase Agreement is hereby incorporated by reference in its entirety into this Termination Agreement.
Termination of Stock Purchase Agreement. If the Stock Purchase Agreement is terminated prior to the Closing Date, the Companies shall promptly provide written notification of such termination to the USG Parties, and upon receipt of such written notice, this Agreement shall automatically terminate.
Termination of Stock Purchase Agreement. Contemporaneous with the execution and delivery of this Agreement by all of the parties hereto, the Stock Purchase Agreement shall be terminated; provided, however, that the provisions of Sections 11.8, 11.9 and 11.10 thereof are restated herein and shall continue in full force and effect. Sections 11.8, 11.9 and 11.10 provide as follows:
Termination of Stock Purchase Agreement. Upon termination of Stock Purchase Agreement for any reason, this Agreement shall terminate immediately.
Termination of Stock Purchase Agreement. The parties agree that, upon the Effective Time, each of the Parent’s and Company’s obligations under that certain Stock Purchase Agreement, dated May 21, 2003 (the “Stock Purchase Agreement”), shall terminate and be of no further force and effect. The Parties further agree that the obligations of Parent under Section 1.3(a) of such Stock Purchase Agreement shall be suspended until the date of the termination of this Agreement, in which event (if such Stock Purchase Agreement remains in effect at such time) the date referenced in such Section 1.3(a) shall be amended to delete “May 31, 2004” and shall be replaced by “the date that is sixty (60) days after the termination date of the Merger Agreement between Amgen Inc., a Delaware Corporation, Arrow Acquisition, LLC, a Delaware limited liability company and wholly-owned subsidiary of Amgen Inc. and Tularik Inc., a Delaware corporation” and “the Per Share Market Value” in such Section 1.3(a) shall mean Seventeen Dollars ($17.00).
Termination of Stock Purchase Agreement. The Stock Purchase Agreement is hereby terminated and of no further force and effect, and no party thereto shall have any further obligations whatsoever thereunder to any other party.
Termination of Stock Purchase Agreement. The Parties hereto hereby mutually agree that the Stock Purchase Agreement and the Merger Agreement is hereby terminated. Neither Party shall be further obligated under the Stock Purchase Agreement and/or the Merger Agreement and there is no further expectation on the part of either Party that the other Party shall perform under the terms of the Stock Purchase Agreement and/or the Merger Agreement. EXHIBIT A
Termination of Stock Purchase Agreement. Upon closing of the Merger under this Agreement, the Stock Purchase Agreement dated as of August 26, 1998 (the "Purchase Agreement") between TSC and CybeSentry shall, subject to the following sentence, be terminated and have no further force and effect, and the $50,000 of the Purchaser Deposit paid to TSC under the Purchase Agreement shall be returned immediately to Patriot Advisors, Inc. or its designee. Notwithstanding the foregoing, all representations, warranties and covenants made by TSC in the Purchase Agreement shall survive until closing of the Merger under this Agreement, and are hereby incorporated by reference herein as if fully set forth herein.
