TERMINATION AGREEMENT Sample Clauses
TERMINATION AGREEMENT. This Termination Agreement is entered into as of September 1, 1999 by and among Cyrk, Inc., a Delaware corporation (the "COMPANY"), Patrick Brady, Allan Brown, Gregory Shlopak, Eric Stanton and Eric Stanton Self-Declaration of Revocable Trust (each a "STOCKHOLDER", and collectively the "STOCKHOLDERS"). INTRODUCTION The Company and the Stockholders are parties to a Shareholders Agreement, dated June 9, 1997, as amended on July 21, 1997, and attached hereto as EXHIBIT A (the "SHAREHOLDERS AGREEMENT"). The Company and each of the Stockholders wish to terminate the Shareholders Agreement in its entirety pursuant to the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
TERMINATION AGREEMENT. THIS TERMINATION AGREEMENT is made and entered into by and between Asher O. Pacholder (hereinafter referred to as "Employee") and ICO, Inc. (hereinafter referred to as the "Company"). WITNESSETH: WHEREAS, the Company and Employee are parties to an employment agreement dated April 1, 1995 and amended by amendments dated June 14, 1996, February 7, 1997 and September 4, 1998 (as amended, the "Employment Agreement"); and WHEREAS, the Company desires to terminate Employee's employment by and position as an officer of the Company and Employee has consented to such termination; and WHEREAS, the termination of Employee's employment is being effected by mutual agreement of Employee and the Company and is not intended to constitute termination for "Cause" as defined in the Employment Agreement; and WHEREAS, Employee is willing to resign as a director of the Company and as a member of any committees of the Board of Directors of the Company and from all other positions with the Company's subsidiaries and affiliates and the Company is willing to accept such resignation; and WHEREAS, Employee and the Company desire to modify certain of their obligations in connection with such termination of employment from those set forth in the Employment Agreement; and WHEREAS, Employee and the Company mutually desire to avoid and resolve any and all actual and potential differences between them;
TERMINATION AGREEMENT. Bank and those entities defined as “Borrower” under the Commercial Loan Agreement, dated August 31, 2005, as amended, shall enter an agreement terminating that Commercial Loan Agreement in a form acceptable to Bank.
TERMINATION AGREEMENT. In addition to any other provisions of this Agreement, this Agreement shall terminate upon the happening of any of the following events:
TERMINATION AGREEMENT. The Company has entered into a Termination Agreement (the "Termination Agreement") with Hicks, Muse & Co. Partners, L.P. Incorporated ("HM&Co") providing for the termination of that certain Amended and Restated Monitoring and Oversight Agreement dated as of March 6, 1996 among the Company, Berg Electronics Group, Inc. and HM&Co (the "Oversight Agreement"). A copy of the Termination Agreement has been provided to Parent.
TERMINATION AGREEMENT. Dynegy shall, and shall cause each of the Dynegy Parties set forth on the signature page thereto to, execute and deliver to NRG the Termination Agreement in substantially the form attached hereto as Exhibit E.
TERMINATION AGREEMENT. TERMINATION AGREEMENT ("Agreement") dated as of the 29th day of November, 1995, by and between REVCO D.S., INC., a Delaware corporation (the "Company"), and MAGTEN ASSET MANAGEMENT CORPORATION, as agent for and on behalf of individual investment advisory clients, a Delaware corporation (as used herein, the term "Stockholder" shall mean Magten Asset Management Corporation, as agent for and on behalf of such investment advisory clients). RECITALS WHEREAS, the Company and the Stockholder previously entered into a Registration Rights Agreement dated as of January 20, 1993 (the "Existing Agreement"); WHEREAS, Rite Aid Corporation, a Delaware corporation ("Parent"), Ocean Acquisition Corporation, a Delaware corporation ("Sub") and the Company intend to enter into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Sub will commence a cash tender offer for the issued and outstanding shares of common stock, par value $.01 per share, of the Company (the "Offer") and subsequent thereto, Sub will be merged with and into the Company; WHEREAS, as an inducement and a condition to entering into the Merger Agreement, Parent has required the Company and the Stockholder to terminate the Existing Agreement. AGREEMENTS NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties agree as follows: 1. Effective as of the consummation of the Offer, the Existing Agreement will be terminated and will be of no further force and effect. Accordingly, effective as of the consummation of the Offer, the parties hereto will have no rights or obligations with respect to the Existing Agreement, all of which rights and obligations will be void and of no further force and effect.
TERMINATION AGREEMENT. TERMINATION AGREEMENT dated as of August 8, 2000, by and between SELECTIVE INSURANCE COMPANY OF AMERICA (the "Company"), a New Jersey corporation, having an office at 40 Wantage Avenue, Branchville, New Jersey 07826, and RICHARD F. CONNELL (the "Executive"), having an address at 80 Cherokee Ct., Sparta, New Jersey 07871. W I T N E S S E T H: WHEREAS, the Company recognizes the Executive to be a valuable management employee of the Company; and WHEREAS, the Company recognizes that a change in control of Selective Insurance Group, Inc., the Company's parent corporation ("Selective"), could occur in the future, and that it is of importance to the Company and to Selective and its stockholders to provide for the continuity of management and its uninterrupted attention and dedication to the business affairs of the Company; and WHEREAS, the Board of Directors of the Company (the "Board") has determined that appropriate steps should be taken to encourage the continued attention and dedication of principal members of the Company's management to their assigned duties in circumstances arising from the possibility of a change in control of Selective; and WHEREAS, the Company has determined that an arrangement of the type set forth herein will serve the purpose of attracting desirable persons for executive positions with the Company, will induce the Executive to remain with the Company, and will enhance the Executive's ability to assess and advise the Board as to whether any proposal involving a change in the control would be in the best interests of the Company, Selective and its shareholders and to take such other action regarding such proposal without being influenced by the prospects of his own future employment with the Company; and WHEREAS, the Company and the Executive wish to set forth their agreements as to the subject and procedures contemplated hereunder acknowledging, however, that this Agreement 2 supplements any employment agreement that may be in effect from time to time between the Executive and the Company and sets forth the severance benefits which the Company agrees will be provided to the Executive in the event the Executive's employment with the Company is terminated subsequent to a change of control of Selective under the circumstances hereinbelow described. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Company and the Executive hereby agree as follows: 1. TERM OF AGREEMENT. The term of this Agreement (the "Term") s...
TERMINATION AGREEMENT. THIS TERMINATION AGREEMENT (this "Agreement"), dated as of May 22, 1998, is made and entered into by and among Vista Energy Resources, Inc., a Delaware corporation ("Newco"), Midland Resources, Inc., a Texas corporation (the "Company"), and Howard E. Ehler (the "Executive"). W I T N E S S E T H: WHEREAS, concurrently herewith, Newco, Midland Merger Co. (the "Sub"), Vista Resources Partners, L.P. and the Company are entering into an Agreement and Plan of Merger (as such agreement may hereafter be amended from time to time, the "Merger Agreement"; capitalized terms used and not otherwise defined herein have the respective meanings ascribed to them in the Merger Agreement), pursuant to which Sub will be merged with and into the Company (the "Merger"); and WHEREAS, as an inducement and a condition to entering into the Merger Agreement, Newco has required that Executive agree, and Executive has agreed, to enter into this Agreement. NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 1. EMPLOYMENT AGREEMENT. Executive hereby represents and warrants that his employment relationship with the Company is pursuant to and governed by the Employment Agreement dated as of October 10, 1997, by and between the Company and the Executive, a true and correct copy of which is attached hereto as Annex I (the "Employment Agreement").
TERMINATION AGREEMENT. Seller shall enter into a letter agreement terminating the Co-Sale Agreement dated as of October 28, 1996 by and between Seller and the stockholders listed on Schedule A thereto.