Termination of the Share Exchange Agreement Sample Clauses

Termination of the Share Exchange Agreement. This Agreement shall be binding upon each Holder upon such Xxxxxx’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Share Exchange Agreement is terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void, and the Parties shall not have any rights or obligations hereunder.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Termination of the Share Exchange Agreement. Upon exercise of the Oxy Warrant and exchange of the Oxy Warrant Shares as set forth in Section 1, the Share Exchange Agreement shall automatically terminate and thereafter be of no further force or effect.
Sample 1
Termination of the Share Exchange Agreement. The Share Exchange Agreement may be terminated by either Harvest or Azur prior to the closing under certain circumstances. See “Exhibit A: Plan and Agreement to Exchange Stock.” On the date that the Boards of Directors of Harvest and Azur approved the Share Exchange Agreement, ____________, 2005, Harvest had _____________ shares of common stock outstanding, on a fully-diluted basis, after having effected a 1-for 1,370 reverse stock split on ____________, 2005. On such date there were ____ holders of record of the outstanding shares of Harvest common stock, although the respective Boards estimated that there were more than ________ beneficial owners of Harvest common stock whose shares are held in street name. The Boards of Directors of Azur and Harvest agreed upon a valuation of Harvest of approximately $600,000 based on (a) the purchase price of $550,000 and other consideration (the issuance to a finder in the transaction of 600,000 shares of Azur common stock pursuant to a consulting agreement entered into between Azur and the finder in connection with the stock purchase and the payment by Harvest of a $75,000 fee to such finder) that Azur paid for a controlling interest in Harvest in a stock purchase transaction which closed on June 1, 2005, (b) the lack of any significant trading activity in Harvest’s common stock, (c) that Harvest had no assets no business operations as of ____ 2005, but did have a shareholder base and (d) was a reporting company under the Exchange Act whose common stock was quoted on the OTC Bulletin Board. As of ____________ , 2005 Azur had a total of ___________ shares of its common stock issued and outstanding or reserved for issuance pursuant to agreements that Azur had entered into, and the Boards of Directors of Harvest and Azur had agreed upon a valuation of Azur, based on the value of real property and businesses that Azur then had and which it had agreements to acquire, in a range of $___________ to $_________. In order to maintain the respective valuations, Harvest and Azur agreed to an exchange ratio of one share of Harvest for every two shares of Azur. Accordingly, pursuant to the Share Exchange Agreement, the Azur shareholders will receive 23,333,720 shares of Harvest Common Stock constituting approximately 99.5% of the post exchange fully-diluted shares of Harvest Common Stock, and will dilute the current shareholders of Harvest Common Stock to approximately .5% fully-diluted ownership post-exchange. Based on the closin...
Sample 1

Related to Termination of the Share Exchange Agreement

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Exchange Agreement As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT. 8.02 In the event of termination of either a Purchase Order or this Agreement, the payment of monies due CONSULTANT for work performed prior to the effective date of such termination shall be paid within thirty (30) days after receipt of an invoice as provided in this Agreement. Upon payment for such work, CONSULTANT agrees to promptly provide to WESTERN all documents, reports, purchased supplies and the like which are in the possession or control of CONSULTANT and pertain to WESTERN.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!