Termination of Transaction Documents. The Purchasers hereby agree and acknowledge that by virtue of and conditioned upon the consummation of the Mergers (and payment of the Senior Note and Warrant Consideration), as of the Effective Time, the Purchase Agreement and the Ancillary Agreements shall be automatically terminated and shall be of no further force or effect, and the Purchasers authorize CSI, Newco or any of its respective representatives to file (at the expense of CSI or Newco) any documents necessary to effect such termination.
Termination of Transaction Documents. Subject to the terms and conditions set forth herein, the parties hereby agree to terminate the Transaction Documents effective on the date hereof, and, except for the duties and obligations of the parties under this Agreement and the Exhibits hereto, neither party shall have any further duties and obligations under any of the Transaction Documents.
Termination of Transaction Documents. The Transaction Documents shall continue to exist even after termination of this Agreement.
Termination of Transaction Documents. Each Purchaser further acknowledges and confirms that, upon its receipt of its respective Payoff Amount, (a) all amounts due and payable by the Company to such Purchaser under such Purchaser's Debenture and the Transaction Documents to which it is a party have been paid and satisfied in full as of the date of this Agreement; (b) all obligations of the Company under the Debenture and the Transaction Documents to which it is a party shall be deemed fulfilled; and (c) its Debenture and the Transaction Documents to which it is a party shall be deemed terminated and of no further force or effect, except for (AA) the Warrant, (BB) to the extent provided in the Warrant, the applicable defined terms in Section 1.2 of the Securities Purchase Agreement, (CC) with respect to any modifications, changes or amendments to the Infineon Warrant, Section 7.12 of the Securities Purchase Agreement, (DD) the definition of "Market Price" in each applicable Debenture, and (EE) the Registration Rights Agreement, provided that the definition of "Registrable Securities" contained therein shall not include Conversion Shares or any shares of capital stock issued in respect of Conversion Shares.
Termination of Transaction Documents. (a) the Time Charter is cancelled or terminated for any reason other than a Time Charterer Default;
Termination of Transaction Documents. The parties acknowledge and agree that, upon conversion of the Notes into Conversion Securities, (i) the Notes, (ii) the Loan Agreement and (ii) any other document or agreement executed by Borrower and/or Lender in connection therewith other than this Agreement (collectively, the “Transaction Documents”) shall be deemed terminated in full and of no further force and effect.
Termination of Transaction Documents. Upon the terms and conditions of this Agreement, the Parties hereby agree that upon the occurrence of the Closing Date, each of the Transaction Documents will be automatically terminated, without additional consideration not provided herein and, except as expressly provided herein, shall have no further force or effect notwithstanding any provision in any of the Transaction Documents that provides that certain provisions survive the termination of the Transaction Documents or any one of them.
Termination of Transaction Documents. On the Release Effective Date, all rights and obligations of the Parties under the Transaction Documents shall terminate automatically.
Termination of Transaction Documents. If any Shareholder or any of its Affiliates decides to terminate any of the Transaction Documents to which it is a party due to a material breach of its terms and conditions by the Corporation, such Shareholder or its Affiliate must do so in accordance with the terms and conditions of, and subject to the cure and arbitration requirements set forth in, the Transaction Document at issue; provided, however, that before any Shareholder or its Affiliate initiates termination and/or dispute resolution procedures under a Transaction Document other than this Agreement, the Shareholder who wishes to terminate (or whose Affiliate wishes to terminate) shall first provide written notice thereof to the other Shareholder and attempt in good faith to resolve the dispute by discussion, negotiation and/or consultation with the other Shareholder for a period of thirty (30) Days from the date such written notice is received by the other Shareholder. In the event that the dispute is not resolved within such thirty (30) Day period, then the Shareholder or its Affiliate seeking termination may seek to terminate the Transaction Document at issue in accordance with the terms and conditions of, and subject to the cure and arbitration requirements set forth in, the Transaction Document at issue.
Termination of Transaction Documents. Upon the execution of this Agreement and the delivery to GSEI of the mPhase Deliverables, neither GSEI nor mPhase shall have any further rights or obligations to purchase or sell any of the Additional Debentures (as defined in the Purchase Agreement), and, other than through the delivery of the mPhase Deliverables, neither GSEI nor mPhase shall have any duties or obligations to deliver any payment in connection with the termination of such rights to purchase or sell any of the Additional Debentures, and the Debenture and Note and all Transaction Documents shall be cancelled and of no further force and effect. ____________ Initials - 1 - __________ Initials
