Terminations; Notices. The Parent shall have been furnished with evidence reasonably satisfactory to it that (i) each of the Investor Agreements and all other investor rights granted by the Company to the Company Stockholders and in effect prior to the Closing, including rights of co-sale, voting, registration, first refusal, board observation or information or operational covenants, shall have terminated as of or prior to the Effective Time and (ii) all required notifications of the Merger and the other Transactions to the holders of Company Securities and any Security Rights with respect thereto have been properly and timely delivered.
Terminations; Notices. Parent shall have been furnished evidence reasonably satisfactory to it that (x) except with regards to Company Options, all Company Stock Rights have been exercised or terminated at or prior to the Effective Time and that there are no Company Stock Rights outstanding as of the Effective Time, and (y) all required notifications of the Merger and the other transactions contemplated hereby to the holders of Company Common Stock and Company Stock Rights have been properly delivered.
Terminations; Notices. Parent shall have been furnished evidence reasonably satisfactory to it that (i) each of the Investor Agreements and all other investor rights granted by the Company to its stockholders and in effect prior to the Closing, including rights of co-sale, voting, registration, first refusal, board observation or information or operational covenants, shall have terminated as of or prior to the Effective Time, (ii) each Change in Control Agreement has been terminated as of or prior to the Closing, (iii) all Company Stock Rights have been exercised or terminated at or prior to the Effective Time without any obligation on the part of Parent, Merger Sub, the Surviving Corporation or any of the Subsidiaries, and that there are no Company Stock Rights outstanding as of the Effective Time, (iv) all required notifications of the Merger and the other Transactions to the holders of Company Securities, Subsidiary Securities and any Security Rights with respect thereto have been properly and timely delivered and (v) each Engagement Letter has been terminated (other than any indemnification and contribution provisions set forth therein), together with an acknowledgement that no amounts remain unpaid thereunder or are payable in the future thereunder.
Terminations; Notices. Buyer shall have been furnished with evidence reasonably satisfactory to it that (i) each of the agreements set forth on Schedule 6.2(i) shall have terminated as of or prior to the Closing, (ii) each Engagement Letter has been terminated (other than any indemnification and contribution provisions set forth therein) together with an acknowledgment that no amounts remain unpaid thereunder or are payable in the future thereunder (other than amounts assumed and payable by Seller after the Closing) and (iii) each Employee Loan has been repaid in full.
Terminations; Notices. Buyer shall have been furnished evidence reasonably satisfactory to it that (1) each of the Investor Agreements and all other investor rights granted by the Company to its stockholders and in effect prior to the Closing, including rights of co-sale, voting, registration, first refusal, board observation or information or operational covenants, shall have terminated as of or prior to the Effective Time, (2) all required notifications of the Merger and the other Transactions to the holders of Company Securities and Subsidiary Securities and any Security Rights with respect thereto have been properly and timely delivered or waived in writing and (3) each 401(k) Plan has been terminated effective immediately prior to the Closing pursuant to resolutions duly adopted by the Company Board or the board of directors of a Subsidiary, as applicable.
Terminations; Notices. Parent shall have been furnished evidence reasonably satisfactory to it that (x) each of the Investor Agreements and all other investor rights granted by the Company to its stockholders and in effect prior to the Closing, including rights of co-sale, voting, registration, first refusal, board observation or information or operational covenants, shall have terminated as of or prior to the Effective Time, (y) all Company Stock Rights, including any outstanding Company Options have been exercised or terminated at or prior to the Effective Time and that there are no Company Stock Rights outstanding as of the Effective Time, and (z) all required notifications of the Merger and the other transactions contemplated hereby to the holders of Company Capital Stock and Company Stock Rights have been properly and timely delivered.
Terminations; Notices. Company shall have been furnished evidence reasonably satisfactory to the Parent that all Company Options, Company Warrants or any other rights or derivative securities have been exercised or terminated immediately prior to the Effective Time and that there are no Company Options or Company Warrants outstanding as of the Effective Time and all required notifications of the Merger and the other transactions contemplated hereby to the holders of Company Options have been properly and timely delivered.
Terminations; Notices. Parent shall have been furnished evidence reasonably satisfactory to it that (i) each Change in Control Agreement, (ii) each agreement regarding Options or other Company Securities and each instrument related thereto or evidencing the same, and (iii) each agreement or instrument providing for conversion rights or other rights to acquire any Company Capital Stock or Company Securities (including without limitation the convertibility provisions of the Convertible Debt but excluding the conversion rights under the Convertible Debt issued to Small and Medium Business Corporation) has been terminated as of or prior to the Closing.
