Termination Effectiveness. This Agreement and the Proxy shall terminate and shall have no further force or effect as of the Expiration Date. Notwithstanding the foregoing, nothing set forth in this Section 11 or elsewhere in this Agreement shall relieve either party hereto from any liability, or otherwise limit the liability of either party hereto, for any breach of this Agreement. The effectiveness of this Agreement is conditioned upon the execution and delivery of the Merger Agreement by the parties thereto.
Termination Effectiveness. 63 Section 9.1 Termination ........................................... 63 Section 9.2
Termination Effectiveness. (i) This Agreement shall automatically terminate in the event the Merger Agreement is terminated in accordance with its terms prior to the Effective Time.
(ii) The provisions in (x) Section 2(a) and 2(c) of this Agreement shall automatically terminate upon the Fall-Away Date and (y) Sections 3(b) and 3(c) of this Agreement shall automatically terminate immediately following the consummation of the Second Qualified Block Transfer.
(iii) This Agreement will terminate as to Liberty or a Qualified Block Transferee, as applicable, immediately following such Person’s Transfer of Equity Securities in a Qualified Block Transfer, in which case Liberty or such Qualified Block Transferee shall cease to be entitled to the benefits of the exceptions to Section 203 of the GCL and the LN Rights Plan set forth in Section 3 of this Agreement. .
Termination Effectiveness. (a) This Agreement shall terminate as of the Expiration Date. In addition, this Agreement may be terminated:
(i) by either the Buyer or Stockholder, if at the Stockholder Meeting (including any adjournment or postponement thereof permitted by this Agreement) at which a vote on the Stockholder Voting Proposal is taken, the Requisite Stockholder Approval shall not have been obtained (provided that the right to terminate this Agreement under this Section 9(a)(i) shall not be available to Stockholder if its failure to fulfill any material obligation under this Agreement has been a principal cause of or has principally resulted in the failure to obtain the Requisite Stockholder Approval); or
(ii) by Buyer, if: (a) a majority of the members of the Stockholder Board (or any special committee thereof) shall have failed to include the Stockholder Board Recommendation in the Proxy Statement or shall have withdrawn or modified the Stockholder Board Recommendation in any manner adverse to Buyer; (b) the Stockholder Board (or any special committee thereof) shall have approved or recommended to the stockholders of Stockholder a Stockholder Acquisition Proposal or a Company Acquisition Proposal; (c) a tender offer or exchange offer for 15% or more of the outstanding shares of Stockholder Common Stock shall have been commenced and the Stockholder Board (or any special committee thereof) recommends that the stockholders of Stockholder tender their shares in such tender or exchange offer or, within 10 business days after the commencement of such tender or exchange offer, fails to recommend against acceptance of such offer; (d) Stockholder shall have materially breached its obligations under Section 7 or Section 11; or (e) Stockholder shall have, in violation of this Agreement, willfully failed to hold the Stockholder Meeting and submit the Stockholder Voting Proposal to Stockholder’s stockholders by the date which is one business day prior to the Outside Date.
(b) Following termination of this Agreement pursuant to Section 9(a), this Agreement and the Proxy delivered in connection herewith shall be of no further force and effect; provided that Sections 12 and 13 hereof shall remain in full force and effect and survive any termination of this Agreement.
(c) This Agreement shall be effective as of the date first set forth above; provided, however, that notwithstanding anything to the contrary set forth herein, the provisions of Section 3 hereof shall become effective at such ...
Termination Effectiveness. Except for Section 6, this Agreement shall terminate as to any Holder, when all Registrable Securities held by such Holder no longer constitute Registrable Securities.
Termination Effectiveness. The Company may terminate the Employee’s employment hereunder at any time upon written notice to the Employee. The Employee may terminate the Employee’s employment upon fourteen (14) days written notice (in the form of a letter of resignation) to the Company. Any such written notice shall be a “Notice of Termination” and shall be effective as of the date set forth in such Notice of Termination (and the expiration of fourteen (14) days in the case of a notice from the Employee). In the event that the Employee’s employment is terminated by Employee’s death, termination of the Employee’s employment will be effective as of the date of his/her death.
Termination Effectiveness. Section 11.1. Termination 97 Section 11.2. Effect of Termination 98
Termination Effectiveness. (a) This Agreement shall terminate (i) with respect to any Shareholder on the date that such Shareholder no longer holds any Shares or (ii) with respect to all Shareholders on the date that the Principal Company Shareholders collectively own less than 5% of the then outstanding Shares,
(b) Termination or expiration of this Agreement shall not relieve the parties of any obligation accruing prior to such termination or expiration and shall be without prejudice to the rights and remedies of any party with respect to the antecedent breach of any of the provisions of this Agreement. The provisions of Sections 18. 20 and 24 shall survive any termination hereof.
(c) Notwithstanding anything else to the contrary in this Agreement, this Agreement shall not have any force or effect unless and until the Merger and the other transactions described in the Merger Agreement and Parent Stock Purchase Agreement are consummated.
Termination Effectiveness. 89 9.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . 89 9.2 Effect. . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
Termination Effectiveness. 37 Section 10.01 Termination.............................................37 Section 10.02 Effect..................................................38 ARTICLE 11 MISCELLANEOUS................................................39 Section 11.01 Waiver..................................................39 Section 11.02 Notices.................................................39 Section 11.03 Assignment..............................................41 Section 11.04 Rights of Third Parties.................................41 TABLE OF CONTENTS (Continued) Section 11.05 Reliance................................................41 Section 11.06 Expenses................................................41 Section 11.07 Construction............................................42 Section 11.08 Captions; Counterparts..................................42 Section 11.09 Entire Agreement........................................42 Section 11.10 Amendments..............................................42 Section 11.11 Publicity...............................................42
