Termination of Stockholder Agreements. The Company shall, and shall cause the applicable Company Stockholders to, cause the termination, effective immediately prior to the Closing Date, of all stockholder agreements, investors rights agreements, voting agreements, voting trusts, right of first refusal and co-sale agreements, management rights agreements and all other similar agreements or Contracts relating to the Company to which any of them may be party, in each case, without any liability to the Company.
Termination of Stockholder Agreements. The Company and the Sellers shall have fully complied with the covenants set forth in Section 6.8 hereto.
Termination of Stockholder Agreements. Such Stockholder ------------------------------------- waives all rights under any stockholder agreement to which such Stockholder is a party with respect to the transactions contemplated by this Agreement, and agrees that any such Stockholder Agreement shall be deemed terminated, without any liability of the Company thereby, and be of no further force and effect immediately prior to the Closing.
Termination of Stockholder Agreements. Each Stockholder, by this Agreement with respect to its Covered Shares, severally and not jointly, hereby agrees to terminate, subject to and effective immediately prior to the Closing, (a) all Contracts to which such Stockholder is party that are set forth on Section 5.25 of the Company Disclosure Letter, including the Investment Agreements (collectively, the “Stockholder Agreements”); and (b) any rights under any letter or agreement providing for redemption rights, put rights, purchase rights or other similar rights not generally available to stockholders of the Company (clauses (a) and (b), collectively, the “Terminating Rights”) between such Stockholder and the Company, but excluding, for the avoidance of doubt, (i) any rights such Company Stockholder may have that relate to any commercial or employment agreements or arrangements between such Company Stockholder and the Company or any Subsidiary thereof, which shall survive the Closing in accordance with their terms, and (ii) any indemnification, advancement of expenses and exculpation rights of any Company Stockholder or any of its Affiliates set forth in the foregoing documents, which shall survive the Closing in accordance with their terms. In connection with the foregoing, the Company hereby represents and warrants to the Acquiror that consent of the Company and the Stockholders represent the requisite consent required to terminate the Stockholder Agreements to which a Stockholder is party.
Termination of Stockholder Agreements. The Stockholder and the Company hereby agree that effective as of the Closing, (i) each of the agreements set forth on Exhibit B (the “Terminating Agreements”) hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination neither the Company nor any of its Affiliates (including, from and after the Effective Time, Acquiror and its Affiliates) shall have any further obligations or liabilities under each such Terminating Agreement.
Termination of Stockholder Agreements. By executing this Agreement, and effective at the Closing, the Stockholders and the Company agree that any and all stockholders' agreements to which any of them may be a party, including without limitation the agreement listed on Section 3.4 of the Disclosure Schedule, shall be terminated and of no further force and effect.
Termination of Stockholder Agreements. Evidence reasonably satisfactory to Purchaser that all stockholder agreements by and among the Company Stockholders (including but not limited to any investors’ rights agreement, right of first refusal and co-sale agreement, voting agreement and similar agreements) have been terminated, effective as of no later than the Closing.
Termination of Stockholder Agreements. The Company ------------------------------------- shall have provided evidence satisfactory to Empyrean Holdings of the complete termination of all Stockholder agreements among the Stockholders, Invisions Group and/or the Company with respect to the Company, Invisions Group or the Existing Shares.
Termination of Stockholder Agreements. The Company shall cause the termination of, each of the Stockholder Agreements set forth on Section 4.20 of the Company Disclosure Schedule effective as of, and contingent upon, the Effective Time, without any liability being imposed on the part of Parent or any of Parent’s Subsidiaries (including the Surviving Corporation).
Termination of Stockholder Agreements. The EPITAXX Stockholders' Agreements shall have been terminated prior to the Closing Date and of no further force or effect. ARTICLE VIII
