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. This Agreement shall be binding upon Galaxy upon Galaxy’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 Transaction Documents are terminated in accordance with their 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.
Termination of Transaction Documents. (a) the Time Charter is cancelled or terminated for any reason other than a Time Charterer Default;
(b) the Time Charter is cancelled or terminated due to a Time Charterer Default and the Bareboat Charterer has not entered into another charter acceptable to the Lenders within 90 days of such termination;
(c) the Bareboat Charter is cancelled or terminated; and
(d) any Approved Management Agreement is cancelled or terminated, in each case without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders); or
Termination of Transaction Documents. Each of the Majority and Minority Investors expressly acknowledge and agree that upon the conversion in full of the Replacement Notes held by him, her or it, and the issuance of the Conversion Shares to such Majority or Minority Investor in connection therewith, the obligations of the Company under the Purchase Agreement and each Transaction Document, including the Notes, any Warrants, the Security Agreement, the IP Security Agreement, the Registration Rights Agreement and any other document identified as a Transaction Document under the Purchase Agreement, shall be terminated and of no further force and effect.
Termination of Transaction Documents. Effective upon consummation of the Closing on the Closing Date and receipt of the Xxxxxxx Pay-Off Amount, as allocated in accordance with Schedule 2.01, and the Xxxxxxx Bridge Financing Notes, as allocated in accordance with Schedule 2.03 by the Xxxxxxx Entities and the receipt of the Shares and the 1997 Notes by Xxxx, each of the parties hereto agrees that each of the Transaction Documents is terminated and of no further force and effect. Melham Holdings, Inc., Melham and the Issuers, on the one hand, and the Xxxxxxx Entities, on the other hand, each agree to take any and all further action that is necessary or desirable to carry out the purposes of this Section 7.07, including, without additional consideration, such further action (including the execution and delivery of such further instruments and documents and the grant of access to any individuals, premises, books or records) as any other party reasonably may request in order to evidence the termination of the Transaction Documents and the delivery of the Releases.
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. It is agreed and acknowledged that upon NOTEHOLDER’s receipt of the Settlement Amount on or before the Deadline, all Transaction Documents shall be terminated and cancelled in full and rendered null and void and of no further force or effect including but not limited to the termination of any and all reserve shares set forth in the original agreement between Company and NOTEHOLDER. Upon NOTEHOLDER’s receipt of the Settlement Amount on or before the Deadline all past, current, or future obligations of the parties under the Transaction Documents shall be extinguished, except as otherwise expressly set forth in this Agreement. NOTEHOLDER acknowledges and agrees upon NOTEHOLDER’s receipt of the Settlement Amount on or before the Deadline, it shall have no surviving right, title or interest in or to the Transaction Documents (or any shares issuable upon the conversion thereof).
