TERMINATION OF EXCHANGE AGREEMENT. In the event that the consummation of the Acquisition does not occur and the Exchange Agreement terminates pursuant to its term, the terms of employment contained herein shall be null and void, or if the Executive's employment with the Company terminates prior to the consummation of the Acquisition, the terms contained herein shall be null and void unless the Company agrees otherwise, in its sole discretion.
TERMINATION OF EXCHANGE AGREEMENT. On June 30, 2023, BRPA shall instruct the Exchange Agent to deliver to BRPA any portion of the Merger Consideration deposited with the Exchange Agent that remains undistributed to the Company Stockholders pursuant to instructions provided to the Exchange Agent by BRPA at such time, unless required otherwise by applicable Legal Requirements. Thereafter, any Company Stockholders who have not complied with the provisions of this Agreement for receiving any Merger Consideration from the Exchange Agent shall look only to BRPA for such amounts.
TERMINATION OF EXCHANGE AGREEMENT. If the Exchange Agreement is terminated in accordance with its terms, then this Agreement and the obligations of the parties hereunder shall immediately terminate.
TERMINATION OF EXCHANGE AGREEMENT. On the date that is twenty-four (24) months after the Closing Date, Parent shall instruct the Exchange Agent to deliver to Parent any portion of the Closing Merger Consideration and Reserve Consideration deposited with the Exchange Agent that remains undistributed to the Company Stockholders pursuant to instructions provided to the Exchange Agent by Parent at such time, unless required otherwise by applicable Legal Requirements, and the Exchange Agent’s duties shall terminate. Thereafter, any Company Stockholders who have not complied with the provisions of this Agreement for receiving their applicable portion of the Closing Merger Consideration and Reserve Consideration from the Exchange Agent shall look only to Parent for such amounts, and any such Company Stockholder (subject to applicable abandoned property, escheat and similar Laws) may receive in consideration therefor, and Parent shall promptly pay, the applicable portion of the Closing Merger Consideration and Reserve Consideration deliverable in respect thereof as determined in accordance with this Article 1 without any interest thereon; provided that any such portion of the Reserve Consideration shall be held and distributed to the Person(s) entitled thereto in accordance with the terms of this Agreement and the Escrow Agreement, at the respective times and subject to the contingencies specified herein and therein. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any portion of the Closing Merger Consideration and Reserve Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any consideration to be paid under Section 1.3(d), Section 1.3(e) or Section 1.3(l) in respect of shares of Company Capital Stock, in each case, shall not have been delivered immediately prior to such date on which any amounts payable pursuant to this Article 1 would otherwise escheat to or become the property of any Governmental Authority, any such amounts shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.”
TERMINATION OF EXCHANGE AGREEMENT. Upon execution of this Agreement, paragraph 1.1 of Section 1 being satisfied and the consummation of the aforementioned transactions, including the exchange of the releases contemplated hereby, the Exchange Agreement and any and all obligations of any of the parties arising from such Exchange Agreement shall, in all respects, be deemed null and void and of no further force and effect and none of the parties thereto shall have any remaining obligations or liabilities pursuant to the Exchange Agreement, including, but not limited to: (i) the Dominion Estates Group's right to 20% representation on the Board of Directors of Atlantic; (ii) any Atlantic liabilities resulting from the Commonwealth Bank of Australia loan referenced in the Exchange Agreement; and (iii) any Atlantic liabilities resulting from the GE Commercial Corporation of Australia Pty Ltd Facility Agreement to which the Dominion Estates Group is a party.
TERMINATION OF EXCHANGE AGREEMENT. In the event that the consummation of the Acquisition does not occur, and the Exchange Agreement terminates pursuant to its term, the terms of engagement contained herein shall be null and void, or if the Employee’s engagement with the Company terminates prior to the consummation of the Acquisition, the terms contained herein shall be null and void unless the Company agrees otherwise, in its sole discretion. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
TERMINATION OF EXCHANGE AGREEMENT. On the date that is twelve (12) months after the Closing Date, the Acquiror shall instruct the Exchange Agent to deliver to the Acquiror any portion of the Per Share Merger Consideration deposited with the Exchange Agent that remains undistributed to the MIC Shareholders pursuant to instructions provided to the Exchange Agent by the Acquiror at such time, unless required otherwise by applicable Law, and the Exchange Agent’s duties shall terminate. Thereafter, any MIC Shareholders who have not complied with the provisions of this Agreement for receiving their Per Share Merger Consideration from the Exchange Agent shall look only to the Acquiror for such amounts, and any such MIC Shareholder may deliver a Letter of Transmittal to the Acquiror and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and the Acquiror shall deliver, the Per Share Merger Consideration deliverable in respect thereof as determined in accordance with this Article III without any interest thereon. None of the Acquiror, Merger Sub, the Company, Surviving Pubco or the Exchange Agent shall be liable to any Person in respect of any Per Share Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws.
TERMINATION OF EXCHANGE AGREEMENT. Notwithstanding anything contained in the Exchange Agreement, the Parties agree that the Exchange Agreement shall be terminated in its entirety upon the Effective Date.
TERMINATION OF EXCHANGE AGREEMENT. The Parties hereby agree that, concurrently with the Closing, that certain Exchange Agreement, dated as of April 9, 2013, by and among Holdco, TMM Holdings and the other parties thereto, shall terminate and be of no further force and effect without any further action by the Parties.
TERMINATION OF EXCHANGE AGREEMENT. The Buyer and the Shareholders' Representative may jointly terminate this Exchange Agreement at any time by so notifying the Exchange Agent in writing. Unless so terminated, this Exchange Agreement shall continue in effect until the date that the Exchange Fund, the Employee Retention Fund and, if applicable, the Adjusted Merger Consideration Fund, have been finally distributed pursuant to the terms of this Exchange Agreement. In the event of a termination of this Exchange Agreement by the Buyer and the Shareholders' Representative prior to the date that the Exchange Fund, the Employee Retention Fund and, if applicable, the Adjusted Merger Consideration Fund, have been finally distributed, the Buyer and the Shareholders' Representative shall appoint a successor exchange agent and inform the Exchange Agent of the name and address of any successor exchange agent, provided that no failure by the Buyer and the Shareholders' Representative to appoint such a successor exchange agent shall affect the termination of this Exchange Agreement or the discharge of the Exchange Agent as the exchange agent hereunder. Upon any such termination, the Exchange Agent shall be relieved and discharged of any further responsibilities with respect to its duties hereunder (other than the Exchange Agent's responsibility to deliver the Exchange Fund, the Employee Retention Fund and, if applicable, the Adjusted Merger Consideration Fund, to the successor exchange agent and to forward documents to the successor exchange agent pursuant to the following sentence hereof). Upon payment of all of the Exchange Agent's outstanding fees and expenses (other than fees and expenses of counsel of the Exchange Agent arising from any dispute under this Exchange Agreement), the Exchange Agent will, upon the Buyer's and the Shareholders' Representative's joint written instruction, deliver to the successor exchange agent any remaining funds which have been deposited with the Exchange Agent pursuant to this Exchange Agreement, deliver to the successor exchange agent any records concerning prior payments to and distributions from the Exchange Fund, the Employee Retention Fund and, if applicable, the Adjusted Merger Consideration Fund, and promptly forward to the successor exchange agent, any Securities Documentation, Transmittal Letters, or other documents relating to its previous duties hereunder that the Exchange Agent may receive after its appointment has so terminated. Sections 6, 7 and 8 of this Exc...
