Termination of Business Combination Agreement Sample Clauses

Termination of Business Combination Agreement. This Agreement shall be binding upon Holder upon Holder’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 Business Combination Agreement is terminated in accordance with its 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.
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Termination of Business Combination Agreement. Notwithstanding anything to the contrary contained herein, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect upon the earlier of (i) the termination of the Business Combination Agreement pursuant to its terms and (ii) the date on which none of the Purchaser or any holder of Restricted Securities has any rights or obligations hereunder.
Sample 1
Termination of Business Combination Agreement. In accordance with Section 7.1(a) of the Business Combination Agreement and subject to the terms and provisions of this Termination Agreement, the Business Combination Agreement is hereby terminated by mutual written consent of the Parties effective as of the Effective Date. As of the Effective Date, all Parties’ right, title, and interest in and rights, duties and obligations with respect to the Business Combination Agreement will terminate and be of no further legal force or effect, except that, notwithstanding anything to the contrary contained in the Business Combination Agreement (together with the other documents and transactions contemplated thereby) or this Termination Agreement, the Confidentiality Agreement or any of the Ancillary Documents, (a) the terms set forth in Section 5.3(a) (Confidentiality and Access to Information), Section 7.2 (Effect of Termination), Article VIII (Miscellaneous) and any corresponding definitions set forth in Article I of the Business Combination Agreement, and no other provisions of the Business Combination Agreement, and (b) the Confidentiality Agreement (the foregoing clauses (a) and (b), collectively, the “Surviving Provisions”), shall survive the termination of the Business Combination Agreement and remain in full force and effect. The Parties further acknowledge and agree that, as of the Effective Date and by virtue of the termination of the Business Combination Agreement hereby, each of the Ancillary Agreements and the Indicative Term Sheet entered into as of July 22, 2022 by and between the Sponsor, SPAC and Company (the “Term Sheet”) shall terminate in accordance with its terms.
Sample 1
Termination of Business Combination Agreement. This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Business Combination Agreement is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and be of no further force or effect, and the parties shall have no obligations hereunder, and the Original Agreement shall automatically be reinstated and become in full force and effect in accordance with its terms as in effect prior to the execution and delivery of this Agreement by the parties hereto without any further action of the parties hereunder.
Sample 1
Termination of Business Combination Agreement. In accordance with Sections 9.01(a), 9.04 and 9.05 of the Business Combination Agreement and subject to the terms and provisions of this Termination Agreement, the Business Combination Agreement shall be terminated by mutual written consent of the Parties effective as of the Effective Date. As of the Effective Date, all Parties’ right, title, and interest in the Business Combination Agreement will terminate and be of no further legal force or effect, except that, notwithstanding anything to the contrary contained in the Business Combination Agreement, the Note Purchase Agreement (together with the other documents and transactions contemplated thereby), or any of the Transaction Documents, the terms set forth in Section 7.05(b) (Confidentiality), Section 9.03 (Expenses), Article X (General Provisions) and any corresponding definitions set forth in Article I of the Business Combination Agreement, and no others, shall survive the termination of the Business Combination Agreement and remain in full force and effect. The Parties further acknowledge and agree that, as of the Effective Date and by virtue of the termination of the Business Combination Agreement hereby, each of the Ancillary Agreements shall terminate in accordance with their terms, other than the Original FPA (as defined in the Second Amended and Restated Forward Purchase Agreement), which will be reinstated in accordance with its terms.
Sample 1
Termination of Business Combination Agreement. Effective immediately, the BCA shall be terminated without further action on the part of the parties thereto, and none of the provisions of the BCA shall be of any further force or effect as of such time, including, without limitation, provisions of the BCA which by their terms would otherwise have survived the termination of the BCA. Notwithstanding the foregoing, Section 11.1 (Trust Account Waiver) of the BCA shall survive the termination of the BCA.
Sample 1
Termination of Business Combination Agreement. Effective immediately, the Company and Parent hereby mutually terminate the Business Combination Agreement pursuant to Section 10.1(a) of the Business Combination Agreement without further action on the part of the Parties. Notwithstanding anything to the contrary in Sections 10.2 of the Business Combination Agreement or any other provisions of the Business Combination Agreement, none of the provisions of the Business Combination Agreement shall be of any further force or effect as of the termination of the Business Combination Agreement pursuant to this Agreement, including provisions of the Business Combination Agreement which by their terms would otherwise have survived the termination of the Business Combination Agreement.
Sample 1
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Related to Termination of Business Combination Agreement

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

  • Termination of Merger 9.1 This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Date, whether before or after shareholder approval of this Agreement, by the consent of the Board of Directors of MLGT and CXNG.

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Termination of Consulting Agreement As of the Effective Date, the Consulting Agreement is hereby terminated and is of no further force or effect.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • Termination of Shareholders Agreement Each of the Parties agrees that upon the Closing, the Shareholders’ Agreement shall be, without any further action required by any Party, terminated immediately, in its entirety and shall be of no further force or effect, including without limitation, each of the provisions of Section 8.3 thereof.

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

  • Consummation of Agreement Buyer shall use its reasonable efforts to satisfy all conditions to the Closing that are within its control to the end that the transaction contemplated by this Agreement shall be fully carried out.

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