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.

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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.

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.” The Share Exchange Consideration 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 p...

Related to Termination of the Share Exchange Agreement

Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.
Termination of Merger Agreement 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.
The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.
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.
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.
Termination of Consulting Agreement As of the Effective Date, the Consulting Agreement is hereby terminated and is of no further force or effect.
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:
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.