Termination of the Stock Purchase Agreement Sample Clauses

Termination of the Stock Purchase Agreement. XO and the Potential Investors mutually agree that upon the Effective Date, the Stock Purchase Agreement shall be deemed to have been terminated in its entirety pursuant to Section 6.1(a) thereof as of September 16, 2002, with no further rights, duties, obligations or liabilities under it to survive, and the Termination Notice shall in that event be deemed withdrawn nunc pro tunc and of no force and effect. In the event the Stock Purchase Agreement is terminated under this Section 11, (i) the Potential Investors shall be entitled to retain any and all amounts reimbursed to them as expense reimbursement under the Stock Purchase Agreement and XO's obligations to reimburse any Potential Investor for any further fees and expenses not theretofore paid to them under the Stock Purchase Agreement shall terminate upon such termination of the Stock Purchase Agreement, (ii) XO will not challenge or support or encourage any challenge to the Potential Investors' rights to retain any and all amounts paid to them or on their behalf by XO under the Stock Purchase Agreement and (iii) XO acknowledges and agrees that any and all amounts reimbursed to the Potential Investors under the Stock Purchase Agreement were within the scope and contemplation of that agreement and were proper and reasonable, and XO hereby irrevocably, unconditionally and forever waives and releases any and all rights, if any, it has or may have to recoup any amounts reimbursed to the Potential Investors under the Stock Purchase Agreement.
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Termination of the Stock Purchase Agreement. The Stock Purchase Agreement shall be deemed terminated as of the Effective Date. As terminated, from and after the Effective Date each Party shall no longer have any of the duties and obligations ascribed in the Stock Purchase Agreement, including (but not limited to):
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Termination of the Stock Purchase Agreement. B&L and InSite hereby mutually agree that notwithstanding anything to the contrary contained in the Stock Purchase Agreement, the Stock Purchase Agreement is hereby canceled, discharged and terminated, without further obligation of either party, and shall be null and void without further force and effect, and B&L agrees to forfeit all rights and interests in and to the shares of Preferred Stock held by it and to return such shares to InSite for cancellation in accordance with the Asset Purchase Agreement.
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Termination of the Stock Purchase Agreement. 15.1 The parties hereto further agree that the PURCHASER may only terminate this Stock Purchase Agreement, without stating any cause, only on the same date on which it notifies DUVAZ in writing of its decision not to exercise the option prior to the expiry of the term of sixty (60) months stipulated in the Option Agreement, provided that the PURCHASER has paid at least the amount of US$3,000,000 (Three Million US Dollars) on account of the purchase price. In the event that the PURCHASER fails to pay the amount specified in the foregoing paragraph, it may terminate this Stock Purchase Agreement at the time it notifies DUVAZ in writing of its decision not to exercise the option prior to the expiry of the term of sixty (60) months established in the Option Agreement, paying an amount sufficient to complete the sum of US$3,000,000 (Three Million US Dollars). The obligation to pay the minimum amount of US$3,000,000 (Three Million US Dollars) shall not apply if, upon expiry of a period of ninety (90) days after the execution of the notarially recorded instrument originated by the Option Agreement, it was not possible to register the Option Agreement in each one of the respective filing entries of the mining rights described in Exhibit A to the Master Agreement, with the exception of (i) of the mining concession “Calabaza” found under a co-ownership system as detailed in Point 5.1 of the Option Agreement , and (ii) mining concessions “Grancero”, “Lola” and “Pobre Diablo” that are owned by the mining companies of limited responsibility detailed in Points 5.2 to 5.4 of the Option Agreement; 66 The obligation to pay the minimum amount of US$3,000,000 (Three Million US Dollars) shall not apply if, upon expiry of a period of ninety (90) days after the execution of the notarially recorded instrument originated by the Option Agreement, the Company B property right of on the mining concessions detailed in Exhibit B to the Master Agreement was not registered in each one of the filing entries, with the exception of (i) the mining concessions named “Xxxxxxx” and “Xxxxx” owned by the mining companies of limited responsibility listed in Points 6.1 and 6.2 hereof; and (ii) mining concessions named “Xxxxx Xxxxxx” and “La Demócrata” which are under a co-ownership system, as detailed in Points 6.3 and 6.4 hereof;
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Related to Termination of the Stock Purchase Agreement

  • Stock Purchase Agreement Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including but not limited to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • Purchase of the Shares (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $28.24625. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

  • Agreement to Sell and Purchase the Shares At the Closing (as defined in Section 3), the Company will sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the number of Shares (at the purchase price) shown below:

  • Stock Purchase Substantially contemporaneously with the Commencement Date, Executive shall purchase the number of shares of Common Stock of the Company specified in the Subscription Agreement related to the purchase of such shares, to be entered into by Executive and the Company (the “Subscription Agreement”). The terms and conditions of such purchase shall be as set forth in the Subscription Agreement, and such shares shall be subject to the limitations and restrictions, including, without limitation, the restrictions on transfer and the put and call rights set forth in the Stockholders Agreement.

  • Repurchase Agreements With respect to all agreements pursuant to which the Company or any of its Subsidiaries has purchased securities subject to an agreement to resell, if any, the Company or any of its Subsidiaries, as the case may be, has a valid, perfected first lien or security interest in the government securities or other collateral securing the repurchase agreement, and, as of the date hereof, the value of such collateral equals or exceeds the amount of the debt secured thereby.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • of the Purchase Agreement Section 2.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

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