Termination Clause Example with 9 Variations from Business Contracts
This page contains Termination clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Termination. This Agreement may be terminated as follows: (a)at any time by mutual written consent of all Parties; (b)automatically if the stockholders of Merida fail to approve the Business Combination; (c)prior to the closing of the Business Combination by mutual agreement of the Investors if there occurs a Company Material Adverse Effect (as defined in the Merger Agreement);and . (d)by the Investors, if prior to the Business Combination Meeting, Merida and Continental Stock Transfer & Trust Company, have ...not executed the Escrow Agreement or if the Escrow Account has not been funded as contemplated in Section 4(d) above. In the event of termination in accordance with Section 6(a), 6(b), 6(c) or 6(d), this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Investors Merida, or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and, except as otherwise provided in this Agreement, all rights and obligations of each Party shall immediately cease; provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement.View More
Variations of a "Termination" Clause from Business Contracts
Termination. This Agreement may be terminated as follows: (a)at (a) at any time by mutual written consent of all Parties; (b)automatically (b) automatically if the stockholders of Merida GigCapital4 fail to approve the Business Combination; (c)prior and (c) prior to the closing of the Business Combination by mutual agreement of the Principal Investors if there occurs a Company Material Adverse Effect (as defined in the Merger Agreement);and . (d)by Agreement); provided that, solely for purposes of this Agree...ment (and not, for the Investors, if prior avoidance of doubt, for purposes of the Merger Agreement), the failure of the counterparties to the Business Combination Meeting, Merida and Continental Stock Transfer & Trust Company, have not executed Note Subscription Agreements (as defined in the Escrow Agreement Merger Agreement) to fund or if cause the Escrow Account has not been funded as contemplated funding of 25% or greater of the aggregate amount of the Notes (as defined in Section 4(d) above. the Merger Agreement) when required to do so pursuant to the terms of the Note Subscription Agreements shall constitute a Company Material Adverse Effect. In the event of termination in accordance with Section 6(a), 6(b), 6(c) 6(b) or 6(d), 6(c), this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Investors Merida, Glazer, Meteora, GigCapital4, or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and, except as otherwise provided in this Agreement, all rights and obligations of each Party shall immediately cease; provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement. View More
Termination. This Agreement may be terminated as follows: (a)at (a) at any time by mutual written consent of all the Parties; (b)automatically (b) automatically if the stockholders of Merida GigCapital4 fail to approve the Business Combination; (c)prior and (c) prior to the closing of the Business Combination by mutual agreement of the Investors Investor if there occurs a Company Material Adverse Effect (as defined in the Merger Agreement);and . (d)by Agreement); provided that, solely for purposes of this Ag...reement (and not, for the Investors, if prior avoidance of doubt, for purposes of the Merger Agreement), the failure of the counterparties to the Business Combination Meeting, Merida and Continental Stock Transfer & Trust Company, have not executed Note Subscription Agreements (as defined in the Escrow Agreement Merger Agreement) to fund or if cause the Escrow Account has not been funded as contemplated funding of 25% or greater of the aggregate amount of the Notes (as defined in Section 4(d) above. the Merger Agreement) when required to do so pursuant to the terms of the Note Subscription Agreements shall constitute a Company Material Adverse Effect. In the event of termination in accordance with Section 6(a), 6(b), 6(c) 6(b) or 6(d), 6(c), this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Investors Merida, Investor, GigCapital4, or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and, except as otherwise provided in this Agreement, all rights and obligations of each Party shall immediately cease; provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement. View More
Termination. This Agreement may be terminated as follows: (a)at (a) at any time by mutual written consent of all Parties; (b)automatically (b) automatically if the stockholders of Merida GigCapital4 fail to approve the Business Combination; (c)prior and (c) prior to the closing of the Business Combination by mutual agreement of the Investors each Investor if there occurs a Company Material Adverse Effect (as defined in the Merger Agreement);and . (d)by the Investors, if prior to the Business Combination Meet...ing, Merida and Continental Stock Transfer & Trust Company, have not executed the Escrow Agreement or if the Escrow Account has not been funded as contemplated in Section 4(d) above. Agreement). In the event of termination in accordance with Section 6(a), 6(b), 6(c) 6(b) or 6(d), 6(c), this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Investors Merida, either Investor, GigCapital4, or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and, except as otherwise provided in this Agreement, and all rights and obligations of each Party shall immediately cease; provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement. View More
Termination. This Agreement may be terminated as follows: (a)at (a) at any time by mutual written consent of all Parties; (b)automatically (b) at the election of the Investor if the stockholders of Merida Ignyte fail to approve the Business Combination; (c)prior to Combination before November 1, 2022; or (c) by the closing Investor if all of the Business Combination by mutual agreement of the Investors if there occurs a Company Material Adverse Effect (as defined in the Merger Agreement);and . (d)by the Inve...stors, if prior to the Business Combination Meeting, Merida Parties and Continental Stock Transfer & Trust Company, Company have not executed the Escrow Agreement or if prior to the Escrow Account has not been funded as contemplated in Section 4(d) above. Business Combination Closing Date. In the event of termination in accordance with this Section 6(a), 6(b), 6(c) or 6(d), 6, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Investors Merida, Investor, Ignyte or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and, except as otherwise provided in this Agreement, all rights and obligations of each Party shall immediately cease; provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement. View More
Termination. This Agreement may be terminated as follows: (a)at any time by mutual written consent of all Parties; (b)automatically if the stockholders of Merida East Stone fail to approve the Business Combination; Combination before February 24, 2022, subject to extension by mutual agreement; and (c)prior to the closing of the Business Combination by mutual agreement of the Principal Investors if there occurs a Company Material Adverse Effect (as defined in the Merger Agreement);and . (d)by Business Combina...tion Agreement). (d)By the Investors, if prior to the Extension Meeting, East Stone does not reach substantially similar non-redemption or forward purchase agreements with Other Investors committing an aggregate of 1,949,316 ordinary shares of East Stone to the same restrictions included in Section 4(b) of this Agreement. (e)By the Investors, if prior to the Business Combination Meeting, Merida all Parties, and Continental Stock Transfer & Trust Company, have not executed the Escrow Agreement or if the Escrow Account has not been funded as contemplated in Section 4(d) above. Agreement. 6 In the event of termination in accordance with Section 6(a), 6(b), 6(c) 6(c), 6(d), or 6(d), 6(e), this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Investors Merida, [Investor], East Stone, or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and, except as otherwise provided in this Agreement, all rights and obligations of each Party shall immediately cease; provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement. View More
Termination. This Agreement may be terminated as follows: (a)at (a)with respect to any Investor, at any time by mutual written consent of all Parties; such Investor and Merida, provided that this Agreement will continue in force and effect with respect to other non-consenting Investors and Merida; (b)automatically if the stockholders of Merida fail to approve the Business Combination; (c)prior Combination or the Business Combination fails to close by February 28, 2022; (c)with respect to any Investor, prior ...to the closing of the Business Combination by mutual agreement of the Investors upon notice from such Investor to Merida if there occurs a Company Material Adverse Effect (as defined in the Merger Agreement);and . (d)by Agreement); provided that, solely for purposes of this Agreement (and not, for the Investors, avoidance of doubt, for purposes of the Merger Agreement), the failure of the counterparties to the Note Purchase Agreements (as defined in the Merger Agreement) to fund or cause the funding of 25% or greater of the aggregate amount of the Notes (as defined in the Merger Agreement) when required to do so pursuant to the terms of the Note Subscription Agreements shall constitute a Company Material Adverse Effect; and (d)with respect to any Investor, by such Investor if prior to the shareholder meeting to approve the Business Combination Meeting, Combination, Merida and Continental Stock Transfer & Trust Company, have not executed the Escrow Agreement or if Agreement. Merida shall promptly publicly disclose any event that constitutes a Company Material Adverse Effect under Section 6(c) above and shall notify the Investors not later than the shareholder meeting time of any failure to enter into the Escrow Account has not been funded Agreement as contemplated in by Section 4(d) above. 6(d). In the event of termination in accordance with Section 6(a), 6(b), 6(c) 6(c), or 6(d), this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Investors Investors, Merida, or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and, except as otherwise provided in this Agreement, all rights and obligations of each Party shall immediately cease; cease (other than the Indemnitor's obligations under Section 4(g)); provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement. View More
Termination. This Agreement may be terminated as follows: (a)at (a) at any time by mutual written consent of all Parties; (b)automatically if the stockholders of Merida fail to approve the Business Combination; (c)prior (b) prior to the closing of the Business Combination by mutual agreement of the Investors Investor if there occurs a Company Material Adverse Effect (as defined in the Merger Agreement);and . (d)by Business Combination Agreement); (c) By the Investors, Investor, if prior to the Business Combi...nation Meeting, Merida all Parties, and Continental Stock Transfer & Trust Company, the Escrow Agent, have not executed the Escrow Agreement or Agreement; (d) (e) By the Investor, if the Escrow Account has Business Combination Agreement is materially amended in a manner materially adverse to the Investor. By the Investor if consummation of the Business Combination does not been funded as contemplated in Section 4(d) above. occur by August 8, 2022. In the event of termination in accordance with Section 6(a), 6(b), 6(c) 6(c), 6(d), or 6(d), 6(e), this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Investors Merida, Investor, SPAC, or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders stockholders, and, except as otherwise provided in this Agreement, all rights and obligations of each Party shall immediately cease; provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement. View More
Termination. This Agreement may be terminated as follows: (a)at (a) at any time by mutual written consent of all Parties; (b)automatically (b) automatically if the stockholders of Merida SPAC fail to approve the Business Combination; (c)prior Combination before June 15, 2022, subject to extension by mutual agreement; (c) prior to the closing of the Business Combination by mutual agreement of the Investors Investor if there occurs a Company Material Adverse Effect (as defined in the Merger Agreement);and . (d...)by Business Combination Agreement); (d) By the Investors, Investor, if prior to the Business Combination Meeting, Merida all Parties, and Continental Stock Transfer & Trust Company, Wilmington Trust, National Association, have not executed the Escrow Agreement or Agreement; (e) By the Investor, if the Escrow Account has not been funded as contemplated Business Combination Agreement is materially amended in Section 4(d) above. a manner materially adverse to the Investor. In the event of termination in accordance with Section 6(a), 6(b), 6(c) 6(c), 6(d), or 6(d), 6(e), this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Investors Merida, Investor, SPAC, or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders stockholders, and, except as otherwise provided in this Agreement, all rights and obligations of each Party shall immediately cease; provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement. View More
Termination. This Agreement may be terminated as follows: (a)at any time by mutual written consent of all Parties; (b)automatically if the stockholders of Merida fail to approve the Business Combination; and (c)prior to the closing of the Business Combination by mutual agreement of the Principal Investors if there occurs a Company Material Adverse Effect (as defined in the Merger Agreement);and . (d)by Agreement); provided that, solely for purposes of this Agreement (and not, for the avoidance of doubt, for ...purposes of the Merger Agreement), the failure of the counterparties to the Note Purchase Agreements (as defined in the Merger Agreement) to fund or cause the funding of 25% or greater of the aggregate amount of the Notes (as defined in the Merger Agreement) when required to do so pursuant to the terms of the Note Subscription Agreements shall constitute a Company Material Adverse Effect. (d)By the Investors, if prior to the Business Combination Meeting, Merida and Continental Stock Transfer & Trust Company, have not executed the Escrow Agreement or if the Escrow Account has not been funded as contemplated in Section 4(d) above. Agreement. In the event of termination in accordance with Section 6(a), 6(b), 6(c) 6(c), or 6(d), 6(d) this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Investors MSOF, MCP, Merida, or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and, except as otherwise provided in this Agreement, all rights and obligations of each Party shall immediately cease; provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement. View More
