Consent and Waiver; Termination of Existing Agreements Sample Clauses

Consent and Waiver; Termination of Existing Agreements. Shareholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement or instrument to which Shareholder is a party or subject or in respect of any rights Shareholder may have in connection with the Merger or the other transactions provided for in the Merger Agreement (whether such rights exist under the certificate of incorporation or bylaws of the Company, any Contract to which the Company is a party or by which it is, or any of its assets are, bound under statutory or common law or otherwise). Without limiting the generality or effect of the foregoing, Shareholder hereby waives any and all rights to contest or object to the execution and delivery of the Merger Agreement, the Company Board of Directors’ actions in approving and recommending the Merger, the consummation of the Merger and the other transactions provided for in the Merger Agreement, or to seek damages or other legal or equitable relief in connection therewith. From and after the Effective Time, Shareholder’s right to receive cash on the terms and subject to the conditions set forth in the Merger Agreement shall constitute Shareholder’s sole and exclusive right against the Company and/or Acquiror in respect of Shareholder’s ownership of the Shares or status as a shareholder of the Company or any agreement or instrument with the Company pertaining to the Shares or Shareholder’s status as a shareholder of the Company.
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Consent and Waiver; Termination of Existing Agreements. Shareholder hereby agrees, between the date hereof and the Expiration Time, to give any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement or instrument to which Shareholder is a party or subject or in respect of any rights Shareholder may have in connection with the Merger or the other transactions provided for in the Merger Agreement (whether such rights exist under the Company’s Articles of Incorporation or Bylaws, any Contract to which the Company is a party or by which it is, or any of its assets are, bound under statutory or common law or otherwise). Without limiting the generality or effect of the foregoing, Shareholder shall not, between the date hereof and the Expiration Date, contest or object to the execution and delivery of the Merger Agreement, the Company Board’s actions in approving and recommending the Merger, the consummation of the Merger and the other transactions provided for in the Merger Agreement, and shall not seek damages or other legal or equitable relief in connection therewith. Unless the Expiration Date shall have occurred by reason of the occurrence of the events contemplated by clause (D) of the definition of thereof and this Agreement shall be terminated prior to the Effective Time, from and after the Effective Time, Shareholder’s right to receive cash on the terms and subject to the conditions set forth in the Merger Agreement shall constitute Shareholder’s sole and exclusive right against the Company and/or Parent in respect of Shareholder’s ownership of the Shares or status as a Shareholder of the Company or any agreement or instrument with the Company pertaining to the Shares or Shareholder’s status as a shareholder of the Company.
Consent and Waiver; Termination of Existing Agreements. At the time Stockholder’s Subject Shares are voted pursuant to this Agreement in connection with the Merger, the Merger Agreement and the other Transactions, Stockholder shall be deemed to have given any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement or instrument to which Stockholder is a party or subject or in respect of any rights Stockholder may have in connection with the Merger or the other Transactions (whether such rights exist under any of the Company’s charter documents, or any contract to which the Company is a party or by which it is, or any of its assets are, bound under statutory or common law or otherwise). Without limiting the generality or effect of the foregoing, Stockholder hereby waives any and all rights to contest or object to the execution and delivery of the Merger Agreement, the Company’s board of directors’ actions in approving and recommending the Merger, the Merger Agreement and the Certificate of Merger, or to seek damages or other legal or equitable relief in connection therewith. From and after the Effective Time, Stockholder’s right to receive the consideration set forth in Article II of the Merger Agreement (including but not limited to Stockholder’s rights under the Exchange Agreement) on the terms and subject to the conditions set forth in the Merger Agreement and the Exchange Agreement shall constitute Stockholder’s sole and exclusive right against the Company and/or Parent in respect of Stockholder’s ownership of the Subject Shares and the Subject Options and his status as a stockholder of the Company or any agreement or instrument with the Company pertaining to the Subject Shares and the Subject Options or Stockholder’s status as a stockholder of the Company, in any case other than as set forth in the Merger Agreement or the Exchange Agreement.
Consent and Waiver; Termination of Existing Agreements. Stockholder hereby gives, effective upon the execution and delivery by such Stockholder of a Bank Stockholder Consent, any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement or instrument to which Stockholder is a party or subject, or in respect of any rights Stockholder may have in connection with the Merger or the other Transactions (whether such rights exist under the charter or bylaws of the Bank as amended to date, any Contract of the Bank or under statutory or common law or otherwise). Without limiting the generality or effect of the foregoing, Stockholder hereby waives any and all rights to contest or object to the execution and delivery of the Merger Agreement and the consummation of the Merger and the other Transactions, or to the execution and delivery of a Bank Stockholder Consent by Stockholder or any other Bank Stockholder or to seek damages or other legal or equitable relief in connection therewith (except as otherwise provided in the Merger Agreement). If and to the extent Stockholder is a party to any of the agreements set forth on Exhibit A hereto, Stockholder hereby agrees to the termination of such agreements and the waiver of any rights of first refusal, preemptive rights, rights to notice, rights to consent, rights of co-sale, registration rights, information rights or any other similar rights, such termination and waiver to be contingent upon, and effective immediately prior to, the Effective Time.
Consent and Waiver; Termination of Existing Agreements. Each of the Selling Shareholders hereby gives any Consents (including any waivers of applicable notice periods) that are required for the consummation of the transactions contemplated by this Agreement, whether such Consents are required under the terms of any Contract to which such Selling Shareholder is a party (including the Shareholders’ Agreement entered into ay and between the Selling Shareholders in their capacity as shareholders of the Company, dated as of May 13, 2005, as amended (the “Shareholders Agreement”), under any Charter Document, under any Legal Requirement or otherwise. If and to the extent a Selling Shareholder is a party to the Shareholders Agreement or to an investment and subscription agreement with the Company, such Selling Shareholder agrees to the termination of each and every of such Agreements, such termination to be effective immediately prior to the Closing.
Consent and Waiver; Termination of Existing Agreements. By their execution of this Agreement, the Sellers unanimously approve the transfer of the Company Shares to Buyer, and each Seller hereby gives any consents or waivers that are reasonably required for the consummation of the Share Purchase under the terms of any agreement or instrument to which such Seller is a party or subject to or in respect of any rights such Seller may have in connection with the Share Purchase or the other transactions provided for pursuant to this Agreement (whether such rights exist under the Articles of Incorporation or Bylaws or other equivalent organizational or governing documents of the Company, any Contract with the Company, under statutory or common law or otherwise). From and after the Closing, each Seller’s right to receive any consideration pursuant to Article I of this Agreement on the terms and subject to the conditions set forth in this Agreement, including Schedule B with respect to the Additional Shares, shall constitute such Seller’s sole and exclusive right against the Company and/or Buyer in respect of such Seller’s ownership of, or right to acquire ownership of, Company Shares or status as a shareholder of the Company or any agreement or instrument with the Company pertaining to Company Shares or such Seller’s status as a shareholder of the Company.
Consent and Waiver; Termination of Existing Agreements. Each Selling Stockholder hereby gives any consents or waivers that are essential for the consummation of the transactions contemplated by the Agreement and under the terms of any agreement or instrument to which Selling Stockholder is a party or subject or in respect of any rights Selling Stockholder may have in connection with the Agreement or the other transactions provided for in the Agreement (whether such rights exist under the Certificate of Incorporation or Bylaws of the Company, any Contract of the Company, under statutory or common law or otherwise). If and to the extent the Selling Stockholder is a party to those certain agreements set forth on Schedule 5.5 of the Agreement (collectively, the “Stock Agreements”), such Selling Stockholder hereby agrees to the termination of the Stock Agreements and the waiver of any transfer restrictions, rights of first offer, rights of first refusal, preemptive rights, rights to notice, buyback rights, buyout rights, rights of co-sale, registration rights, information rights, voting rights, rights to indemnification, rights to specific performance, appraisal rights, and similar rights of the Selling Stockholders under any such Stock Agreements (notwithstanding any provisions regarding the survival of any provisions of such agreements after the termination or expiration of such agreements (for purposes of avoiding doubt, Sections 9.5, 11, 12.6, 17 and 18 (but not 16) of the Stockholders' Agreement, dated November 9, 2001, by and among SGI Japan, Ltd., Silicon Graphics, Inc., Silicon Graphics World Trade Corporation, Silicon Graphics World Trade B.V., NEC Soft, Ltd., and NEC Corporation, as amended, shall be terminated)), such termination and waiver to be contingent upon, and effective immediately prior to, the Closing. In addition, to the extent the Selling Stockholder is a party to any Contract with the Company that requires the Selling Stockholder's consent or notification in connection with the assignment of such Contract or otherwise in connection with the transactions contemplated by the Agreement, the Selling Stockholder hereby provides its consent and waives any requires for prior notice or otherwise in connection with the transactions contemplated by the Agreement. EXHIBIT C FORM OF ESCROW AGREEMENT ESCROW AGREEMENT THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of March __, 2011 by and among: Silicon Graphics World Trade B.V. (“Purchaser”); NEC Corporation, as representative (the “Stockh...
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Consent and Waiver; Termination of Existing Agreements. Shareholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement or instrument to which Shareholder is a party or subject or in respect of any rights Shareholder may have in connection with the Merger or the other transactions provided for in the Merger Agreement (whether such rights exist under the certificate of incorporation or bylaws of the Company, any contract or commitment of the Company, under statutory or common law or otherwise) other than waivers of any rights expressly provided for in the Merger Agreement or this Agreement. Without limiting the generality or effect of the foregoing, Shareholder hereby waives any and all rights to contest or object to the execution and delivery of the Merger Agreement and the consummation of the Merger and the other transactions provided for in the Merger Agreement, or to seek damages or other legal or equitable relief in connection therewith. If and to the extent Shareholder is a party to any of the following agreements, Shareholder hereby agrees to the termination of each of the following agreements, such termination to be effective immediately prior to the Effective Time: (a) Eighth Amended and Restated Investor Rights Agreement made as of February 23, 2004 by and between the Company and the holders of the Company's securities set forth on the signature pages thereto and (b) the Seventh Amended and Restated Shareholders' Agreement made as of February 23, 2004 by and between the Company and the holders of the Company's securities set forth on the signature pages thereto. From and after the Effective Time, Shareholder's right to receive the cash consideration payable in connection with the consummation of the Merger on the terms and subject to the conditions set forth in the Merger Agreement and the Escrow Agreement shall constitute Shareholder's sole and exclusive right against the Company and/or Acquiror in respect of Shareholder's ownership of the Shares or status as a shareholder of the Company or any agreement or instrument with the Company pertaining to the Shares or Shareholder's status as a shareholder of the Company. Shareholder acknowledges and understands that Shareholder's execution and delivery of this Agreement, together with the execution and delivery of all other voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement, will bind a sufficient number of shares of Company ...
Consent and Waiver; Termination of Existing Agreements. Stockholder hereby gives any consents or waivers that are required for the consummation of the Merger under the terms of any agreement or instrument to which Stockholder is a party or subject or in respect of any rights Stockholder may have in connection with the Merger or the other Transactions (whether such rights exist under any of the Company Certificate, Company Bylaws, or any Material Contract, under Law or otherwise). Without limiting the generality or effect of the foregoing, Stockholder hereby waives any and all rights to contest or object to the execution and delivery of the Merger Agreement, the Company’s board of directors’ actions in approving and recommending the Merger, the Merger Agreement and the Certificate of Merger, and the consummation of the Merger and the other Transactions, or to seek damages or other legal or equitable relief in connection therewith. From and after the Effective Time, Stockholder’s right to receive the consideration set forth in Article II of the Merger Agreement on the terms and subject to the conditions set forth in the Merger Agreement shall constitute Stockholder’s sole and exclusive right against the Company and Parent in respect of Stockholder’s ownership of the Subject Shares and Subject Options or status as a stockholder of the Company or any agreement or instrument with the Company pertaining to the Subject Shares or Subject Options or Stockholder’s status as a stockholder of the Company, in any case other than as set forth in the Merger Agreement. [For the avoidance of doubt, nothing in the immediately preceding sentence of this Section 5 shall limit or otherwise diminish any rights of the Stockholder, solely in his capacity as an employee of the Company (and not in any capacity as a holder of Subject Shares, Subject Options or any other equity securities of the Company or any of its Subsidiaries), to (a) any accrued but unpaid compensation due to the Stockholder or (b) any outstanding benefits due to the Stockholder under the employee benefit plans of the Company (excluding any Company Stock Plans) as of the Effective Time.]

Related to Consent and Waiver; Termination of Existing Agreements

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • Ratification of Existing Agreements All existing Dual Enrollment agreements between the Trustees and the Private School are hereby modified to conform to the terms of this agreement and the appendices of this document.

  • Termination and Waiver SECTION 8.01. Termination....................................................76 SECTION 8.02.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • Termination of Existing Credit Agreement Receipt by the Administrative Agent of evidence that the Existing Credit Agreement concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement concurrently with the Closing Date are being released.

  • TERM, TERMINATION AND AMENDMENT (a) This Agreement shall become effective on the date of its execution and shall remain in full force and effect for a period of two years from the effective date and shall automatically continue in full force and effect after such initial term unless either party terminates this Agreement by written notice to the other party at least sixty (60) days prior to the expiration of the initial term.

  • Termination Amendment and Waiver 46 7.1 Termination....................................................................................46 7.2

  • Termination and Amendment 53 8.1. TERMINATION.............................................................................53 8.2.

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

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