Termination of Stockholders Agreements. The Company and the Sellers shall, and the Sellers shall exercise commercially reasonable efforts to cause the Company to, terminate upon the Closing, (i) the Existing Stockholder Rights Agreement and the Existing Stockholder Voting Agreement, and release each other from any liabilities with respect to such agreements and (ii) any existing agreements between and among Technicolor and Microsoft, on the one hand, and Time Warner, on the other hand, relating to the operations of Company.
Termination of Stockholders Agreements. With respect to the transactions contemplated by this Agreement, each Seller hereby waives the applicability of, and the rights such Seller had, has or may have under or pursuant to, the Stockholders Agreements, including any preemptive right or right of first offer. Each Seller that is a party to the Stockholders Agreements hereby covenants and agrees with the other Sellers, the Acquired Companies and Buyer that, effective immediately upon the Closing, each Stockholders Agreement shall terminate and be deemed cancelled in its entirety, and each Seller unconditionally and forever releases and discharges each other party to the Stockholders Agreements from all obligations and liabilities arising thereunder. The foregoing termination of the Stockholders Agreements shall be of no force or effect unless and until the Closing shall have occurred, and the Stockholders Agreements shall remain in full force and effect in accordance with its terms unless and until such time as the Closing has occurred.
Termination of Stockholders Agreements. Each Stockholder, by this Agreement, with respect to its Shares, severally and not jointly, hereby irrevocably agrees and consents to the termination of (a) that certain Stockholders’ Agreement, dated as of August 31, 2021, among USBTC and the stockholders of USBTC named therein, (b) that certain Amended and Restated Investors’ Rights Agreement, dated August 31, 2021 among USBTC and the stockholders of USBTC named therein, (c) that certain letter agreement, dated September 16, 2021, among USBTC and the stockholders of USBTC named therein, and (d) that certain letter agreement, dated March 17, 2021, by and between USBTC and JHS Bitcoin Mining LLC (collectively, such agreements in clauses (a) through (d), the “Specified Agreements”), in each case, such termination subject to the occurrence of, and effective immediately prior to, the Merger Effective Time.
Termination of Stockholders Agreements. The Company shall have terminated the Stockholders’ Agreements.
Termination of Stockholders Agreements. Each Party hereby agrees that, effective immediately, the Stockholder's Agreements and all rights, obligations and liabilities of any Party to any other Party under or pursuant to such Stockholder's Agreements, terminate, are void and of no further effect.
Termination of Stockholders Agreements. The following stockholder agreements among the parties hereto shall be terminated upon execution hereof: (i) Agreement Among Stockholders dated as of December 16, 1992 between KCI, PM and MM, as amended as of July 1, 1994 by KCI, PM, MM and GM; and (ii) Agreement Among Stockholders dated as of December 16, 1992 between MDC, PM and MM, as amended as of July 1, 1994 by MDC, PM, MM and GM.
Termination of Stockholders Agreements. The 2008 Investors Rights Agreement, the 2008 Stockholders Agreement and the 2008 ROFR Agreement shall have been terminated as prescribed by Section 5.22.
Termination of Stockholders Agreements. Each of the Amended and Restated Stockholders Agreement, dated as of May 31, 2001, by and between the Company and the stockholders of the Company named therein, the Management Stockholders Agreement, dated as of December 3, 1998, as amended, among the Company, Odyssey Investment Partners Fund, L.P. and certain members of management listed on Schedule A thereto, and any other agreement to which the Company or any Subsidiary is a party with any stockholder of the Company or any Subsidiary or any Affiliate thereof, shall have been terminated without any liability or obligation of the Company or any Subsidiary, as the case may be, and reasonably satisfactory evidence thereof shall have been provided to Buyer.
Termination of Stockholders Agreements. The Company shall have terminated the Third Amended and Restated Stockholders' Agreement dated as of December 12, 1997 to which it is a party and all related management or registration rights agreements contemplated thereby, as well as any other shareholder agreement to which any of the Company Shareholders is a party.
Termination of Stockholders Agreements. Each Party hereby agrees that, effective immediately, the Stockholder's Agreements and all rights, obligations and liabilities of any Party to any other Party under or pursuant to such Stockholder's Agreements, terminate, are void and of no further effect; provided, however, that if the Company -------- ------- does not consummate an initial public offering of its stock prior to March 31, 1998, (unless this deadline has been extended by the Board, in its sole discretion) the Stockholder's Agreements shall once again come into effect as if such Stockholder's Agreements had not been so terminated. In such event, all Parties shall take any and all actions necessary to place each other Party in the respective positions they would have occupied had the Stockholder's Agreements not been so terminated.
