Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in connection with the Logistics Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or amended so that as of the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section 6.4 of the Option Agreement requiring a written agreement to be bound by the terms of the Option Agreement and related agreements shall not apply to the purchase of the GTFM Shares under this Agreement and the purchase of the GTFM Shares by KARA Sub will be effective without KARA Sub or KCS entering into any agreement to be bound by the terms of the Option Agreement and related agreements. Seller shall have provided to KARA Sub evidence reasonably satisfactory to KARA Sub of such amendment or termination. Prior to the Closing Date, MM will cause each legend affixed to any stock certificates evidencing GTFM Shares pursuant to the Option Agreement to be cancelled or removed, and MM will cause any annotation that was required by the Option Agreement to be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the Trust shall have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or amended so that as of the Closing Date there shall be no obligation of KCS, KARA Sub...
Termination of Option Agreement. The Option Agreement is hereby terminated.
Termination of Option Agreement. Unless earlier terminated, all rights under this Option Agreement shall terminate in any event on the Expiration Date of this Option Agreement as provided in paragraph 2 hereof.
Termination of Option Agreement. Effective immediately prior to the closing of the Merger, all of the Options will be cancelled and the Option Agreement will be terminated and of no force and effect. The Option Holder hereby releases the Company and its affiliates from any liability arising under or related to this Agreement, including with respect to the cancellation of the Options set forth hereunder, and agrees not to bring any claims against the Company and its affiliates in respect of such cancelled Options.
Termination of Option Agreement. The Option Agreement and any rights and obligations of the Parties thereunder will terminate at the Time of Closing.
Termination of Option Agreement. The parties hereby acknowledge and confirm that, save for any accrued rights or claims as at the date hereof, the service agreement and option agreement between the Executive and the Company dated 14 April 2004 are hereby terminated with immediate effect.
Termination of Option Agreement. As of the date hereof, KINA and Resorts agree that the Option Agreement hereby is terminated and of no further force and effect. Each of the parties hereto acknowledges and agrees that no duties, debts, claims, commitments, liabilities or obligations of any party under the Option Agreement shall survive such termination.
Termination of Option Agreement. In the event that the Company consummates a Transaction on or before March 1, 2000, the Option Agreement shall terminate in its entirety immediately preceding the consummation of such Transaction, and neither Xxx nor the Company shall have any further rights or obligations thereunder. In furtherance but not in limitation of the foregoing, upon the consummation of a Transaction (a) every option to purchase shares of Class A Common Stock of the Company under the Option Agreement shall expire and all rights thereunder shall be extinguished, and (b) Xxx shall not be subject to any pre- or post-employment covenants under the terms of the Option Agreement.
Termination of Option Agreement. The Option Agreement is hereby terminated and shall have no force or effect. This Agreement supersedes the Option Agreement in all respects, regardless of any inconsistencies between this Agreement and the Option Agreement.
Termination of Option Agreement. The Option Agreement, and all rights and obligations of the parties thereunder, including but not limited to the $5,000,000 Warburg Note, shall be terminated and become null and void.
