Merger Termination Sample Clauses

Merger Termination. Each party acknowledges and agrees that this Agreement shall terminate in its entirety and be of no further force and effect if the Merger Agreement (as defined in the Transition Agreement) is: (1) not entered into prior to June 30, 2020 or (ii) entered into and subsequently terminated prior to the Closing occurring.
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Merger Termination. Either party may terminate this Agreement by giving 180 days prior written notice to the other in the event of termination of the Merger Agreement.
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Merger Termination. Notwithstanding anything in this Agreement to the contrary, if Senior Agent and Senior Creditors have not opted to accelerate the Senior Creditor Indebtedness following a Change of Control resulting from a Person other than a Subordinated Creditor or Affiliate thereof (an “Alternative Purchaser”) acquiring, directly or indirectly, 30% or more of the Stock of Parent having the right to vote for the election of members of the Board of Directors, Subordinated Creditors may, on and after the date the Alternative Purchaser consummates the acquisition of such Stock, in their sole discretion, commence, prosecute, or participate in any Enforcement Action against any Obligor with respect to the Subordinated Creditor Indebtedness (such Enforcement Action, a “Merger Termination Action”) and shall be entitled to, on or after the date the Alternative Purchaser consummates the acquisition of such Stock, accept or receive, by payment, setoff, or in any other manner, from an Obligor or any other obligor under the Subordinated Creditor Indebtedness, any Distribution which may be owing to Subordinated Creditors on account of the Subordinated Creditor Indebtedness. Any amounts received by any Subordinated Creditor pursuant to the preceding sentence shall be for the sole account and benefit of such Subordinated Creditor with respect to the Subordinated Creditor Indebtedness and shall not be held in trust or for the account of Senior Creditors. Notwithstanding the foregoing, if the “Merger Agreement” (as defined in the Subordinated Creditor Loan Agreement) is terminated prior to consummation of the Change of Control, Subordinated Agent, on behalf of the Subordinated Creditors, may accelerate the maturity of the Subordinated Creditor Indebtedness (to the extent it has the right to do so under the Subordinated Creditor Agreements) and may send written notice of such acceleration to Senior Agent to commence the Standstill Period.
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Related to Merger Termination

  • Earlier Termination Your employment hereunder shall terminate prior to the Initial Term (or any renewal term, in the event of renewal) on the following terms and conditions:

  • Waiver; Termination No failure on the part of the Parent to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of the Parent in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Parent shall not be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Parent; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. If the Merger Agreement is terminated, this Agreement shall thereupon terminate.

  • Termination and Change in Control In the event of a Change in Control and at any time during the Change of Control Period (x) the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change of 10 miles or more in the Executive’s location of employment, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates his employment, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severence benefits consisting of:

  • Other Termination If the Optionee’s employment terminates for any reason other than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.

  • MERGER ON TERMINATION The voluntary or other surrender of this Lease by Tenant, or a mutual termination of this Lease, shall terminate any or all existing subleases unless Landlord, at its option, elects in writing to treat the surrender or termination as an assignment to it of any or all subleases affecting the Premises.

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

  • Company Termination The Company may at any time in its sole discretion terminate (a “Company Termination”) this Agreement and its right to initiate future Tranches by providing 30 days advanced written notice (“Termination Notice”) to Investor.

  • Rights After Termination 15.1 All rights and obligations of the parties which accrue on or before the effective termination date shall be fully enforceable by either party after termination.

  • Change of Control Termination A termination of Executive’s employment by the Company without Cause, by Executive for Good Reason or by Executive upon the expiration of the Term following the Company’s election not to extend the Term, in any case during a Protected Period following a Change of Control, will entitle Executive to the benefits specified in Section 4.3(c).

  • Death after Termination In the event of the death of Executive during the period Executive is receiving payments pursuant to this Agreement, Executive’s designated beneficiary shall be entitled to receive the balance of the payments; or in the event of no designated beneficiary, the remaining payments shall be made to Executive’s estate.

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