Termination of the Shareholders Agreement. Effective as of the date hereof, the Shareholders Agreement is hereby terminated in its entirety and shall be of no further force or effect; except for actions to be taken in connection with the registration and offering of shares pursuant to the ERI letter to the Company dated as of September 11, 2003.
Termination of the Shareholders Agreement. Purchaser shall have received evidence satisfactory to it, acting reasonably, that the Shareholders Agreement of Corporation and the Shareholders Agreement of Holdco have been terminated without any further liability to Corporation or Holdco thereunder.
Termination of the Shareholders Agreement. 2.1 With effect from the date hereof, the obligations of each of the Shareholders under, in relation to or in respect of the Shareholders Agreement shall terminate and shall be of no force and effect and no party thereto shall have any further rights or claims against, or obligations to, the other in respect thereof and their respective liabilities and obligations shall be irrevocably and unconditionally released.
Termination of the Shareholders Agreement. The Shareholders Agreement shall terminate in accordance with its terms upon a sale by Continental of all of the Continental Shares.
Termination of the Shareholders Agreement. The Parties hereby agree that the Shareholders’ Agreement shall be terminated as of the date on which this Agreement is executed by all the Parties and each Party hereby fully and effectually releases and discharges absolutely the other Party from all duties, obligations, claims and liabilities (whether crystallised or not or whether arising from a prior breach of the Shareholders’ Agreement) arising out of or in respect of the Shareholders’ Agreement (including without limitation, for the avoidance of doubt, all accrued obligations and liabilities under clause 7 (Guaranteed XXX) of the Shareholders’ Agreement).
Termination of the Shareholders Agreement. Each of the Major Shareholders hereby agrees that the Shareholders' Agreement dated June 8, 1993, the Amended and Restated Shareholders' Agreements dated June 1, 1994 and May 7, 1996 and all other related amendments thereto have been terminated and this Agreement supersedes such agreements.
Termination of the Shareholders Agreement. The term of the Shareholders’ Agreement shall extend until terminated by operation of law or by mutual agreement of the JV Company and its shareholders or on the occurrence of any of the following events:
Termination of the Shareholders Agreement. The parties to the Share Sale Agreement have agreed that the Shareholders' Agreement shall be terminated at Closing and, save for the rights and obligations established or preserved by the Share Sale Agreement, all claims and liabilities which the parties may have or at any time might otherwise have or have had against or in respect of each other in connection with, amongst others, the Shareholders' Agreement, are released and forever discharged as set out in the Share Sale Agreement.
Termination of the Shareholders Agreement. This Agreement (except for certain requirements that stock transfers comply with law) will terminate upon the earlier of (i) the aggregate holdings of Xxxxxxxxx Ventures (and its affiliates) and the Shareholders then party to a Shareholders Agreement entered into in connection with this Offering are less than 30% of the total issued and outstanding shares of common stock, (ii) approval of termination by Xxxxxxxxx Ventures and the holders of greater than fifty percent of the aggregate number shares of common stock then held by the Shareholders, (iii) consummation of a reorganization, merger, or consolidation of, or any sale, transfer, conveyance or disposition of all or substantially all of the assets of the Company or other form of corporate transaction, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation, sale of assets or other transaction do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged, consolidated or asset-acquiring company’s then outstanding voting securities, (iv) the tenth annual anniversary of the date of this Agreement, or (v) the complete liquidation and dissolution of the Company.
Termination of the Shareholders Agreement. In the light of Clause 5.1, the present Shareholders Agreement shall be automatically terminated if: (i) for any reason (including (a) forced divestment/transfer (whether court ordered or otherwise), (b) Private Sale or Exchange Sale, or (c) the provisions of Clause 4.1 or 4.2), FAHZ ceases to directly or indirectly hold Attached Shares representing the Minimum Shareholding at least; (ii) breach of the prohibition provided in Clause 2.2; (iii) FAHZ enters into agreements of any kind under which third parties determine, affect, limit or influence the direction of the vote to be cast by FAHZ at general assemblies, or by its appointed Director at Meetings of the Company’s Board of Directors, except as provided in guarantees offered in agreements and/or financial instruments where vote direction is conditional upon FAHZ defaulting on its obligations thereunder. For the sake of clarity, in the event of default on such agreements or instruments, if a third party begins to determine, affect, limit or influence the direction of FAHZ’s vote at General Meetings or its appointed Director’s at Meetings of the Company’s Board of Directors, then the present Shareholders Agreement shall automatically terminate; (iv) the Company is liquidated or dissolved; or (v) the Company ceases to be controlled by ESA or the Shareholders, including in the event of a Control Operation, in which case the contents of Clause 4.4 shall apply.
