Xxxxxxxxx Resignation. Xxxxx Xxxxxxxxx shall have (i) resigned as an officer of Spacial, (ii) submitted his resignation as a director of Spacial to become effective automatically upon expiration of the waiting period provided for under Rule 14f-1 of the Exchange Act, (iii) returned for cancellation 1,200,000 shares of Spacial Common Stock, leaving Xx. Xxxxxxxxx with ownership of 800,000 shares of Spacial Common Stock (the "Xxxxxxxxx Shares"), in exchange for a warrant (the "Xxxxxxxxx Warrant") to purchase 150,000 shares of Spacial of Common Stock (the "Xxxxxxxxx Warrant Shares"), (iv) a lock-up agreement relating to all such shares (including the Warrant and Xxxxxxxxx Warrant Shares) owned by Xxxxxxxxx as set forth in subsection 6.11, and (v) entered into a Registration Rights Agreement with Spacial relating to such Xxxxxxxxx Shares and the Xxxxxxxxx Warrant Shares, entitling Xxxxxxxxx to one demand registration right after the first underwritten, registered public offering of Spacial Common Stock, and unlimited piggy-back registration rights, until an exemption for resale of such Xxxxxxxxx Shares is or becomes available under rule l44(k) under the Securities Act.
Xxxxxxxxx Resignation. The Company agrees that any severance, payments or other benefits to be paid to Xxxxxx X. Xxxxxxxxx in connection with the termination of his employment with the Company shall be made in accordance with the Separation and General Release Agreement entered into with him on the date hereof and may not be accelerated. The Company agrees that such termination of employment shall be effective as of the date of the public announcement of the transactions contemplated hereby. The Company shall use its reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable in connection with the foregoing.
Xxxxxxxxx Resignation. Upon the completion of MDI’s financial audit, and the completion, signing, and filing of the officer certifications to be attached as exhibits to the Form 10-KSB for 2006 and the last of the Forms 10-QSB for 2007, Xxxxxxxx shall automatically be deemed to have resigned as an officer, director, and employee of MDI.
Xxxxxxxxx Resignation. Xxxx Xxxxxxxxx shall have delivered to the Seller his written resignation as an employee and officer of the Seller, which resignation shall be effective concurrently with the Closing.
Xxxxxxxxx Resignation. As of the Resignation Date, Xxxxxxxx hereby voluntarily and irrevocably resigns from all positions he holds with the Company and its subsidiaries and their affiliates, whether as Principal, officer or director, or otherwise, including his position as Principal and as a member of the board of directors of the Company including, but not limited to, the entities identified on Exhibit 1 hereto. Xxxxxxxx agrees to execute any and all documents and take any and all actions as may reasonably be requested by the Company to further effectuate his resignation as a Principal, officer or director of the Company or any of its subsidiaries or their affiliates. Xxxxxxxx’x execution of this Separation Agreement shall be deemed the grant by Xxxxxxxx to the officers of the Company and its subsidiaries and their affiliates of a limited power of attorney to sign in Xxxxxxxx’x name and on Xxxxxxxx’x behalf documentation solely for the limited purpose of effectuating such resignations. On the Resignation Date, Xxxxxxxx will date, sign and deliver to the Company a letter of resignation in the form attached hereto as Exhibit 2.
