Stockholder Release. Effective as of the Closing, each Stockholder on behalf of itself and each of its Affiliates hereby releases and forever discharges the Corporation, each of its Subsidiaries and their respective officers, directors, shareholders and Affiliates, from any and all actions, causes of action, suits, debts, accounts, claims, contracts, demands, agreements, controversies, judgments, obligations, damages and liabilities of any nature whatsoever in law or in equity, whether currently known or unknown, suspected or claimed, whether pursuant to contract, statute or otherwise, in each case, arising out of events occurring on or prior to the Closing.
Stockholder Release. In consideration of, among other things, the entry into this Agreement by Purchaser and Merger Sub and the consummation of the Transactions upon the terms and conditions set forth herein, by delivery of a Letter of Transmittal to the Exchange Agent, effective as of the Effective Time, each Company Stockholder shall thereby (a) forever waive all appraisal and dissenter’s rights under applicable Law, (b) withdraw and forever waive all written objections to the Merger and/or demands for appraisal, if any, with respect to the Company Shares owned by such Company Stockholder and (c) on behalf of himself, herself or itself, any Affiliate, whether a past, present or future Affiliate, joint ventures, firms, corporations, limited liability companies, partnerships, trusts, associations, organizations, representatives, investors, stockholders, members, managers, directors, officers, employees, partners, trustees, principals, consultants, contractors, family members, heirs, executors, administrators, predecessors, successors and assigns (each, a “Releasing Party” and, collectively, the “Releasing Parties”) unconditionally and irrevocably release and absolutely forever discharge Purchaser, the Company, Merger Sub, their respective Subsidiaries and their respective officers, directors, securityholders, stockholders, Affiliates, employees, advisors and agents (each, a “Released Party”) from and against all Released Matters. “Released Matters” means any and all claims, demands, damages, debts, liens, sums of money, accounts, judgments, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), suits, actions and causes of action and other relief of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that the Releasing Parties now have, or at any time previously had, or shall or may have in the future, as a securityholder, creditor, holder of stock options, investor, officer, director, contractor, consultant or employee of the Company or its Subsidiaries, arising by virtue of or in any matter related to any actions or inactions of the Released Parties or the affairs of the Company and its Subsidiaries on or before the closing of the Merger, including, without limitation, any claims relating to the approval and adoption of this Agreement or the transactions contemplated hereby; provided that Released Matters shall not include (i) any right that any Releasing Party may have pursuant to this Agreement or any...
Stockholder Release. A release executed and delivered by Seller and the Individual Sellers, as the sole stockholders of the Company, in the form to be attached hereto as Exhibit 12.10.
Stockholder Release. Effective as of the Closing, each Stockholder hereby releases and forever discharges the Company, from any and all rights, claims, demands, judgments, obligations, liabilities and damages, whether accrued or unaccrued, asserted or unasserted, fixed or contingent, and whether known or unknown relating to the Company, which ever existed or now exists, by any reason whatsoever, relating to any fact, situation, circumstance, status, event, act, failure to act, or transaction occurring on or prior to the Closing Date (each, a “Pre-Closing Matter”); provided that, nothing contained in this Section 6.09 shall be deemed to release the Company or Parent or any of its Affiliates from any of their respective obligations under this Agreement or the Asset Purchase Agreement or in connection with the transactions contemplated hereby.
Stockholder Release. Stockholder shall have delivered to Parent an instrument dated the Closing Date releasing Company from (i) any and all claims of Stockholder against Company and Parent and (ii) obligations of Company and Parent to Stockholder, except for (x) items specifically identified on Schedules 6.8 and 6.13 as being claims of or obligations to Stockholder and (y) obligations arising under this Agreement or the transactions contemplated hereby.
Stockholder Release. Effective as of the Closing, each CSE Holder hereby releases and forever discharges the Company and each of its Subsidiaries, from any and all rights, claims, demands, judgments, obligations, Liabilities and damages, whether accrued or unaccrued, asserted or unasserted, fixed or contingent, and whether known or unknown relating to the Company or any of its Subsidiaries (including, with respect to Hill, his rights to additional payments pursuant to the Hill SPA), which ever existed or now exists, by any reason whatsoever, relating to any fact, situation, circumstance, status, event, act, failure to act, or transaction occurring on or prior to the Closing Date; provided, however, that, nothing contained in this Section 5.14 shall be deemed to release the Company or Buyer or any of its Affiliates from any of their respective obligations under this Agreement, the Working Capital Escrow Agreement, the Employment Agreements or in connection with the transactions contemplated hereby or thereby.
Stockholder Release. (a) Effective as of the Effective Time, each Stockholder irrevocably and unconditionally releases, acquits and forever discharges Newco, Monocle and each of their respective Affiliates (including, from and after the Closing, the Company and its subsidiaries) and each current, former and future holder of any equity, voting, partnership, limited liability company or other interest in, and each controlling person, subsidiary, director, officer, employee, member, manager, general or limited partner, stockholder, agent, attorney, representative, affiliate, heir, assignee or successor of, Monocle or any affiliate of Monocle (or any former, current or future holder of any equity, voting, partnership, limited liability company or other interest in, and each controlling person, director, officer, employee, member, manager, general or limited partner, agent, representative, affiliate or assignee of any of the foregoing), in each case, in their capacity as such (collectively, the “Monocle Released Parties”) from any and all claims, demands, executions, judgments, debts, dues, accounts, bonds, contracts, covenants (whether express or implied), damages, Actions, causes of action, rights, costs, losses, obligations, liabilities, expenses, compensation or suits in equity, of whatsoever kind or nature, in contract or in tort, at law or in equity, that such Stockholder has, will or might have in each case arising out of anything done, omitted, suffered or allowed to be done by any Monocle Released Party, in each case whether heretofore or hereafter accrued or unaccrued and whether foreseen or unforeseen or known or unknown, including pursuant to any agreement, understanding, representation or promise by, between or among any Monocle Released Party, on the one hand, and any Stockholder, on the other hand, any claim for indemnification, contribution or other relief, any claim relating to the organization, management, operation, valuation or prospects of the business of Monocle or the Company and its Subsidiaries, any claim relating to any investment in Monocle or the Company or its Subsidiaries or employment by the Company and its Subsidiaries, any claim relating to any inducement to enter into this Agreement and any claim relating to any allocation of the Merger Consideration among the Company Stockholders, in each case to the extent related to any matter, occurrence, action or activity on or prior to the Closing Date (collectively, the “Stockholder Released Claims”); provi...
Stockholder Release. Each Stockholder, on its own behalf and on behalf of each of its affiliates and successors, assigns and executors (each, a “Stockholder Releasor”), effective as at the Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Parent, Merger Sub, the Company, and their subsidiaries and successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Stockholder Releasee”), from (i) any and all obligations or duties Parent or its subsidiaries has prior to or as of the Effective Time to such Stockholder Releasor or (ii) all claims, demands, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Stockholder Releasor has prior to or as of the Effective Time, against any Stockholder Releasee arising out of, based upon or resulting from any contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Effective Time (except in the event of fraud on the part of a Stockholder Releasee); provided, however, that nothing contained in this Section 8 shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Merger Agreement, (ii) for indemnification or contribution, in any Stockholder Releasor’s capacity as an officer or director of Parent, (iii) arising under any then-existing insurance policy of Parent, (iv) pursuant to a contract and/or Parent policy, to reimbursements for reasonable and necessary business expenses incurred and documented prior to the Effective Time, or (v) for any claim for fraud.
Stockholder Release. Except as set forth on Schedule 7(e) of this Agreement, effective as of the Closing, each Stockholder on behalf of itself and each of its Affiliates hereby releases and forever discharges IPS, GXXX, and each of their respective Subsidiaries and their respective officers, directors, shareholders and Affiliates, from any and all actions, causes of action, suits, debts, accounts, claims, Contracts, demands, agreements, controversies, judgments, obligations, damages and liabilities of any nature whatsoever in law or in equity, whether currently known or unknown, suspected or claimed, whether pursuant to Contract, statute or otherwise, in each case, arising out of events occurring on or prior to the Closing.
Stockholder Release. For the purposes and considerations set forth in the Settlement Agreement, the Stockholders and the Stockholder Affiliates, do hereby compromise, settle and fully release, acquit, and forever discharge, the Search Group, as well as all persons (whether natural, corporate, or otherwise) in privity with them, including all of their predecessors and successors, affiliates, corporate subsidiaries, divisions, any of their present and former officers, directors, employees, agents, representatives, independent contractors, attorneys, assigns and insurers, from any and all claims, demands, damages, actions, causes of action, liability, expense, losses, costs or attorneys fee of any and every nature, known or unknown, suspected or unsuspected, fixed or contingent, either in or arising out of the law of contract or torts, whether arising under statutory law or 3 common law, federal law or state law, at law or in equity, arising out of any act, omission, representation, communication, conduct or other matter occurring prior to the Effective Date of the Settlement Agreement, specifically including, but not limited to: any matter arising out of or in any way related to the acts, facts, transactions, occurrences, representations, or omissions set forth or alleged in the Lawsuits, or which could have been set forth or alleged in the Lawsuits; any claims regarding alleged mismanagement of Search and/or any other member of the Search Group; claims for alleged abdication of authority; claims for alleged self-dealing; claims for alleged breach of fiduciary duty; claims for alleged fraud in the inducement; claims for alleged fraud (both statutory and common law); claims for indemnity; claims for alleged tortious interference; claims for alleged misrepresentation; claims for alleged failure to disclose; claims for alleged defamation; claims under Section 220(d) of the Delaware General Corporation Law; claims under federal securities law (including, but not limited to, the Exchange Act and/or alleged rights of rescission under the Securities Act of 1933) or blue sky laws; claims for sanctions; and any and all claims arising out of the activities and conduct of Search and/or any other member of the Search Group prior to the Effective Date.
