Agreements to be Terminated Sample Clauses

Agreements to be Terminated. The Company shall terminate the Company’s Registration Rights Agreement, dated as of October 2, 2000, as amended, and the Company’s Shareholder Rights Agreement, dated as of September 2, 2000, as amended, effective as of and contingent upon the Closing, such that each such agreement shall be of no further force or effect immediately following the Effective Time. In the event the Merger does not close for any reason, the Parent shall not have any liability to the Company, any other party to any such agreement or any other Person for any costs, claims, liabilities or damages in connection with such terminations.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Agreements to be Terminated. AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of August 5, 1999 (this "Agreement"), is by and among GRC International, Inc., a Delaware corporation ("Parent"), MAC Merger Corporation, a Virginia corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Management Consulting & Research, Inc., a Virginia corporation (the "Company") and the major stockholder of the Company listed on Exhibit A (the "Major Stockholder"). Parent and Merger Sub are sometimes referred to herein as the "Parent Companies."
Sample 1Sample 2
Agreements to be Terminated. The Stockholders and the Company shall terminate, on or prior to the Closing Date (a) any stockholders agreements, voting agreements, voting trusts, subscriptions, options, warrants, calls, conversion rights or commitments of any kind which obligate the Company to issue any securities or purchase, redeem or otherwise acquire any securities or any interests therein and all employment agreements between the Company and any employee (but not any non-competition, non-solicitation or non-disclosure provisions contained therein), and (b) any existing agreement between the Company and any Stockholder or any of its Affiliates (except as set forth on Schedule 9.11). The Company and the Stockholders shall provide Buckeye with proof of the terminations required pursuant to this Section 7.5.
Sample 1
Agreements to be Terminated. EVA and Holdings shall terminate, or cause to be terminated, each Contract set forth on Schedule 6.7 at or prior to the Closing.
Sample 1
Agreements to be Terminated. 1. Office Lease dated February 11, 2002 between Seller and Microsoft Corporation.
Sample 1
Agreements to be Terminated. The agreements set forth on Schedule 6.9 shall be terminated and shall be of no further force and effect.
Sample 1
Agreements to be Terminated. The following agreement and the activities thereunder will be terminated within 30 days of the Effective Date: WFCO (World Friendship Company) Manufacturing Consulting Agreement Exhibit C
Sample 1
AutoNDA by SimpleDocs
Agreements to be Terminated. The Stockholders and the Seller shall terminate, on or prior to the Closing Date, any and all agreements listed on Schedule 7.7. The Seller and the Stockholders shall provide Seller proof of the terminations required pursuant to this Section 7.7. Terminations of options and warrants may provide for a deferred purchase price as long as such termination terminates any right to acquire equity securities of Seller.
Sample 1

Related to Agreements to be Terminated

  • Actions to be Taken at the Closing At the Closing, the Parties will take the following actions and deliver the following documents:

  • Actions Which May be Taken Without Instructions Unless an Instruction to the contrary is received, the Custodian shall:

  • ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment or in the event that the Investment Management Agreement between the Manager and the Fund shall have terminated for any reason; and this Agreement shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Manager or the Portfolio Manager.

  • By the Company for Cause or by the Executive Without Good Reason If: (i) the Company terminates the Executive’s employment with the Company for “Cause” (as defined below); or (ii) the Executive voluntarily terminates the Executive’s employment without “Good Reason” (as defined below), the Executive shall be entitled to receive the following:

  • Termination by the Company Without Cause or by the Executive with Good Reason During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release:

  • With or Without Cause The Company may terminate the Executive's employment during the Employment Period with or without Cause. For purposes of this Agreement, "Cause" shall mean:

  • Actions to be Taken In the event that (i) the holders of a majority of the shares of Common Stock then issuable or issued upon conversion of the shares of Preferred Stock voting together as a single class (the “Selling Investors”), and (ii) the Board of Directors, approve a Sale of the Company in writing, specifying that this Section 3 shall apply to such transaction, then, subject to satisfaction of each of the conditions set forth in Subsection 3.3 below, each Stockholder and the Company hereby agrees:

  • Termination by the Company for Cause or by the Executive without Good Reason The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

  • Termination by the Employer Without Cause Subject to the payment of Termination Benefits pursuant to Section 7(b), the Executive’s employment under this Agreement may be terminated by the Employer without Cause upon no less than sixty (60) days prior written notice to the Executive.

  • By the Executive Other than for Good Reason The Executive may terminate his employment hereunder at any time upon thirty (30) days’ notice to the Company. In the event of termination of the Executive pursuant to this Section 5(f), the Board may elect to waive the period of notice, or any portion thereof, and, if the Board so elects, the Company will pay the Executive his Base Salary for the first thirty (30) days of the notice period (or for any remaining portion of that period). The Company shall have no further obligation to the Executive, other than for any Final Compensation due to him.

Time is Money Join Law Insider Premium to draft better contracts faster.