Withdrawal from Agreement. A. Any Fund may elect to withdraw from this Agreement effective at the end of any monthly period by giving at least 90 days’ prior written notice to each of the parties to this Agreement. Upon the written demand of all other Funds which are parties to this Agreement a Fund shall withdraw, and in the event of its failure to do so shall be deemed to have withdrawn, from this Agreement; such demand shall specify the date of withdrawal which shall be at the end of any monthly period at least 90 days from the time of service of such demand.
Withdrawal from Agreement. On and after the first date on which the Principal Investor Groups own, directly and through their respective pro rata shares of Freescale Holdings’ ownership in the Corporation, less than 50% of the outstanding shares of Common Stock owned by all Principal Investor Groups, directly and through their respective pro rata shares of Freescale Holdings’ ownership in the Corporation, immediately prior to the Initial Public Offering, any owner of shares of Common Stock that, together with its Affiliates, owns, directly and through such owner’s pro rata share of Freescale Holdings’ ownership in the Corporation, less than one percent (1%) of the then outstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates that own shares of Common Stock), by written notice to the board of directors of the Corporation and the Principal Investor Groups, to (i) withdraw all shares of Common Stock owned, directly and through such owner’s pro rata share of Freescale Holdings’ ownership in the Corporation, by such owner and all of its Affiliates from this Agreement and the Investors Agreement (shares of Common Stock withdrawn pursuant to this clause (i), the “Withdrawn Securities”) and (ii) terminate this Agreement with respect to such owner and its Affiliates (owners and Affiliates withdrawing pursuant to this clause (ii), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Securities shall cease to be Securities subject to this Agreement and the Investors Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and the Investors Agreement and shall no longer be subject to the obligations of this Agreement or the Investors Agreement or have rights under this Agreement or the Investors Agreement; provided, however, that the Withdrawing Holders shall nonetheless be obligated under Section 4 of the Investors Agreement with respect to any Pending Underwritten Offering (as defined in the Investors Agreement) to the same extent that they would have been obligated if they had not withdrawn.
Withdrawal from Agreement. A. Any Fund may elect to withdraw from this Agreement effective at the end of any monthly period by giving at least 90 days' prior written notice to each of the parties to this Agreement. Upon the written demand of all other Funds which are parties to this Agreement a Fund shall withdraw, and in the event of its failure to do so shall be deemed to have withdrawn, from this Agreement; such demand shall specify the date of withdrawal which shall be at the end of any monthly period at least 90 days from the time of service of such demand. B. In the event of the withdrawal of any Fund from this Agreement, all its rights and obligations, except for lease commitments, under this Agreement (except such rights or obligations as have accrued prior to the date of withdrawal) shall terminate as of the date of the withdrawal. The withdrawing Fund shall surrender its Shares to Service Company, and (1) shall be entitled to receive from Service Company an amount equal to the excess of the fair value of (i) its Shares of other securities Service Company as of the date of its withdrawal less (ii) its proportionate interest in any liabilities of Service Company, including when appropriate any commitments of Service Company and unexpired leases at the date of withdrawal; (2) shall be obligated to pay Service Company an amount equal to the excess of (ii) over (i). Such amount to be received from or paid to Service Company shall be determined by the favorable vote of the holders of a majority of the Shares whose determination shall be conclusive upon the Funds. Any amount found payable by the Service Company to the withdrawing Fund shall be recoverable by Service Company from the Funds remaining under this Agreement in accordance with the provisions of Section 1.2, 1.3 and 1.4 hereof.
Withdrawal from Agreement a) The Vendor may terminate this Agreement by written notice to the Purchaser if:
Withdrawal from Agreement. On and after the first date on which any Shareholder, together with its Affiliates, owns, directly or indirectly, less than one percent (1%) of the then outstanding Shares may elect (on behalf of itself and all of its Affiliates that own Shares), by written notice to the Board and the other Shareholders, to (a) withdraw all Shares owned, directly or indirectly, by such owner and all of its Affiliates from this Agreement (Shares withdrawn pursuant to this clause (a), the “Withdrawn Securities”) and (b) terminate this Agreement with respect to such owner and its Affiliates (owners and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Securities shall cease to be Registrable Securities subject to this Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that the Withdrawing Holders shall nonetheless be obligated under Section 5.1 with respect to any pending underwritten offering to which such holder has received notice to the same extent that they would have been obligated if they had not withdrawn, and the Company shall be obligated to amend the Registration Statement to remove such Withdrawing Holders.
Withdrawal from Agreement. Any holder of Shares or Other Holder Shares that withdraws Shares from the Stockholders Agreement in accordance with Section 10.3 thereof shall be deemed to have simultaneously withdrawn such Shares from this Agreement. From the date of delivery of such Person’s withdrawal notice pursuant to Section 10.3 of the Stockholders Agreement, the withdrawn shares shall cease to be Shares subject to this Agreement and, if the holder of Shares or Other Holder Shares does not own any Share that will remain subject to this Agreement (each such holder, a “Withdrawing Holder”), such holder shall cease to be a party to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that any such Withdrawing Holder shall retain the indemnification rights pursuant to Section 3.4 hereof with respect to any matter that (a) may be an indemnified liability thereunder and (b) occurred prior to such withdrawal.
Withdrawal from Agreement. Any member agency has the right to withdraw from this Interlocal Agreement by giving the Executive Board six (6) months prior written notice. Unless otherwise provided by future agreement, any member agency that withdraws shall remain responsible for its financial and other obligations with regard to Council activities until the effective date of withdrawal and with regard to agreements to which the Council is a party and which exist at the time of such notice of withdrawal. Withdrawal by one member agency to this Interlocal Agreement shall not terminate the Agreement as to any other remaining member agencies. Except as provided in Article IX of this Agreement, any member agency that withdraws from this Agreement forfeits any rights it may have to the Council’s assets; provided, however, such forfeiture shall not take effect if the Council dissolves within one (1) year of the date of the withdrawal notice.
Withdrawal from Agreement. 29. (Revoked) SCHEDULE A PENSION LEGISLATION Alberta
Withdrawal from Agreement. Any holder of Shares who ceases to be a member of a Principal Investor Group (each such holder, a “Withdrawing Holder”) shall cease to be a party to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that any such Withdrawing Holder shall retain the indemnification rights pursuant to Section 9.9 hereof with respect to any matter that (a) may be an Indemnified Liability and (b) occurred prior to such withdrawal.
Withdrawal from Agreement. 1. Should any of the Contracting Parties substantially breach their obligations, the other Party may, without undue delay, withdraw from the Agreement entered. A substantial breach of obligation is such that was already known to the Party breaching the Agreement at the time of entering the Agreement or, if the Party breaching the Agreement knew that the other Party would not have entered the Agreement had they anticipated the breach; in other cases, the breach is not considered substantial. For the purpose of these GToD, the substantial breach of obligation particularly includes Supplier’s default in executing the delivery by more than 30 days unless expressly agreed otherwise in the written Agreement.
