Termination of the Engagement Letter Sample Clauses

Termination of the Engagement Letter. Effective immediately as of the Effective Date, the Engagement Letter shall be terminated, and any and all obligations of either party under the Engagement Letter, both current and prospective from the Effective Date, shall be null and void and of no further force and effect (the "Engagement Letter Termination"); provided, that notwithstanding anything contained elsewhere in this Agreement, the provisions of Sections 5, 8, 9, 11, 15, 16 (as related solely to any of Creditor's claims for indemnification under the Engagement Letter), 17 and 18 and Appendix I of the Engagement Letter shall survive and remain in full force and effect.
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Termination of the Engagement Letter. Upon the execution and delivery of this Agreement, that certain Letter Agreement, dated as of December 23, 2003 (the "ENGAGEMENT LETTER"), by and between the Company and Jefferies & Company, Inc., shall be deemed terminated and of no furthex xxxxx xr effect. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, CAPITAL SENIOR LIVING CORPORATION By: /s/ David R. Brickman Name: David R. Xxxxxxxx Title: Vice Pxxxxxxxx xxx Xxxxral Counsel Accepted: January 28, 2004 JEFFERIES & COMPANY, INC. For itself and on behalf of the several Undxxxxxxxxx listed in Schedule 1 hereto. BY: JEFFERIES & COMPANY, INC. By: /s/ Catherine Gemmato-Smith Name: Xxxxxxxne Gemmato-Smith Title: Xxxxxxxx Xxxxxxxx XXUTHWEST SECUXXXXXX, XXX. Xxx xxxxxf and on behalf of the several Underwriters listed in Schedule 1 hereto. BY: SOUTHWEST SECURITIES, INC. By: /s/ Patrick M. Jaeckle Name: Patrick M. Jaeckle Title: Managing Dixxxxxx SCHEDULE 1 Underwriter Number of Shares ----------- ---------------- Jefferies & Company, Inc. 3,750,000 Southwxxx Xxxxxities, Inc. 1,250,000 ---------------- Total 5,000,000 ANNEX A Form of Opinion of Jenkens & Gilchrist, P.C.

Related to Termination of the Engagement Letter

  • Termination of the Escrow Agreement This Agreement, except for Sections 7 and 11 hereof, which shall continue in effect, shall terminate upon written notice from the Company to the Escrow Agent. Unless otherwise provided, final termination of this Agreement shall occur on the date that all funds held in the Escrow Account are distributed either (a) to the Company or to subscribers and the Company has informed the Escrow Agent in writing to close the Escrow Account or (b) to a successor escrow agent upon written instructions from the Company.

  • Termination Agreement (1) If the Franchise Agreement shall be terminated due to the expiration, both parties shall sign a Termination Agreement through negotiation completed 180 days prior to the expiration date.

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Termination of the Agreement The Employment may be terminated as follows:

  • Termination of Consulting Agreement As of the Effective Date, the Consulting Agreement is hereby terminated and is of no further force or effect.

  • Termination of this Agreement (a) The Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the discretion of the Representative, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Representative, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company’s Common Stock shall have been suspended by the Commission or Nasdaq or trading in securities generally on the Nasdaq Stock Market, the NYSE or the NYSE MKT shall have been suspended, (iii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE American, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) a banking moratorium shall have been declared by federal or state authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States any declaration by the United States of a national emergency or war, any substantial change or development involving a prospective substantial change in United States or other international political, financial or economic conditions or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, or (vii) in the judgment of the Representative, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination.

  • Termination of Terms Agreement If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, the applicable Terms Agreement (or, with respect to the Underwriters' exercise of any applicable over-allotment option for the purchase of Option Underwritten Securities on a Date of Delivery after the Closing Time, the obligations of the Underwriters to purchase the Option Underwritten Securities on such Date of Delivery) may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Time (or such Date of Delivery, as applicable), and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect.

  • Termination of Related Party Agreements Except as set forth on Schedule 9.7, all existing agreements between the Company and the Stockholders (and between the Company and entities controlled by the Stockholders) shall have been canceled effective prior to or as of the Consummation Date.

  • Termination and Amendment of this Agreement This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment. This Agreement may be amended only if such amendment is approved (i) by Underwriter, (ii) either by action of the Board of Trustees of the Trust or at a meeting of the Shareholders of the Trust by the affirmative vote of a majority of the outstanding Shares, and (iii) by a majority of the Trustees of the Trust who are not interested persons of the Trust or of Underwriter by vote cast in person at a meeting called for the purpose of voting on such approval. Either the Trust or Underwriter may at any time terminate this Agreement on sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the other party.

  • Termination of Relationship If Optionee terminates Continuous Status --------------------------- as an Employee or Consultant for any reason, Optionee may exercise this Option during the Termination Period set out in the Notice of Grant, to the extent the Option was vested at the date of such termination. To the extent that Optionee was not vested in this Option at the date on which Optionee terminates Continuous Status as an Employee or Consultant, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

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