Termination of Shareholders Agreements. Simultaneously with the execution and delivery hereof, the Company and each Shareholder which is a party to a shareholders' or similar agreement disclosed in Schedule 3.02 is entering into a written agreement terminating such agreement, as of the Effective Time, without further obligation of the Company or the Surviving Corporation thereunder.
Termination of Shareholders Agreements. The Investors' Rights Agreement dated as of July 2002 between FIS and certain of its shareholders shall have been terminated, and all obligations of the parties thereunder shall have been released, pursuant to an agreement in form and substance reasonably satisfactory to the Purchaser.
Termination of Shareholders Agreements. The Investors Rights and Share Purchase Agreement between IDIT and Formula Vision Technology (F.V.T.) Ltd., dated March 23, 2005 and the Investors Rights and Shareholders Agreement, dated as of May 2008, among IDIT and certain of its shareholders shall have been terminated, and all obligations of the parties thereunder shall have been released, pursuant to agreements in form and substance reasonably satisfactory to the Purchaser.
Termination of Shareholders Agreements. Despite the completion of the transactions set forth in Section 1.4 above, the Company and the Equity Holders acknowledge and agree, severally and not jointly, that the Shareholders’ Agreements shall remain in full force and effect, and the obligations thereunder shall apply mutatis mutandis, until the Acquisition Closing is consummated, at which point in time the Shareholders’ Agreements shall be terminated in accordance with its terms upon execution by the parties thereto of a termination agreement (in the case of the Shareholders’ Agreement of Superbac Biotechnology Solutions S.A., to be substantially in the form attached hereto as Schedule E). Upon termination of the Shareholders Agreements, the Company shall register the termination of the Shareholders Agreement of Superbac Biotechnology Solutions S.A. in the Company’s share registry book (Livro de Registro de Ações Nominativas).
Termination of Shareholders Agreements. Subject to the terms and conditions hereof, as of the Closing, all the provisions included in shareholders agreements, joint-ventures agreements or other similar agreements between PPHL, Buyer and/or any of their respective Affiliates on the one part and Seller and/or any of its Affiliates on the other part, related to the Purchased Companies (the “Shareholders Agreements”), shall be automatically terminated and be of no further effect, except for such provisions that are intended to survive termination (such as confidentiality). Seller confirms that effective as of the Closing (and subject to its occurrence) it does not have any claims or demands under the Shareholders Agreements.
Termination of Shareholders Agreements. If the Purchasers fail to pay to the Shareholders any of the Contingent Amounts within ninety (90) days following the date provided in Section 2.6(d) or if the Purchasers fail to pay to the Shareholders any installment payment of principal or interest on the Notes within one hundred eighty (180) days following the scheduled payment date of the installment, then in either event, all of the agreements of the Shareholders set 25 27 forth in this Article III and all of the agreements of the Shareholders set forth in Section 6 of their respective Employment Agreements shall terminate and be of no further force or effect.
Termination of Shareholders Agreements. By their execution and delivery hereof, the undersigned (other than Parent) hereby amend (i) the Governance Agreement, dated as of June 28, 2001, among the Company, Cadogan-Encoda, LLC, LiveWire Media L.L.C., Thomas H. Lee Equity Fund IV, L.P., Evercore Capital Partners L.P., Xxxxxxxxxx Xapital Partners III Merchant Banking Fund, L.P., Steven Price and Spire Capital Partners, L.P. and (ii) the Amended xxx Xxxxxxxx Shareholders' Agreement, dated as of June 28, 2001 among the Company and certain shareholders of the Company as set forth therein so as to provide that such agreements shall terminate and be of no further force or effect as of the Effective Time. Nothing in this Agreement shall modify the rights and obligations of the parties to such agreements prior to the Effective Time. [signature pages follow]
Termination of Shareholders Agreements. Sellers (i) shall validly terminate the agreement, dated March 7, 1997, and effective as of January 1, 1997, by and among the Sellers regarding, among other things, the sale of the Company, and (ii) shall validly terminate those provisions of the Shareholders Agreement and Minutes of the First Meeting of the Board of Directors of PR Nutrition, Inc., dated March 3, 1993, regarding (A) any right of first refusal of a shareholder, (B) loans from Xxxxx Xxxxxxxx and (C) board approval of transactions which would result in the Company paying $5,000 or more to any party.
Termination of Shareholders Agreements. Effective on the Closing Date, the Vendors agree, and the Holdco Shareholders agree on behalf of their respective Holdco, that the Shareholders Agreements are all terminated and have no further force or effect.
Termination of Shareholders Agreements. All provisions of all agreements among Target and any security holders or option holders, or among any Target security holders or option holders, providing for registration rights, rights of first refusal, rights of co-sale, relating to the voting of Target securities, requiring Target to obtain consent or approval from any such security holder or option holder prior to the taking or failing to take any action (other than any agreement executed pursuant to this Agreement), shall have been terminated effective immediately prior to the Effective Time.
