Termination Clause Example from Business Contracts

Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the applicable parties hereunder shall terminate without any further liability on the part of any party in respect thereof: (a) on such date and time as the Business Combination Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement, (c) if the Closing shall not hav...e occurred by April 30, 2017 or (d) if any of the conditions to Closing set forth in Section 2(b) or Section 2(c) of this Subscription Agreement are not satisfied or duly waived by the applicable party on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; provided, however, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall notify Subscriber of the termination of the Business Combination Agreement promptly after the termination of such agreement or the consummation of the transactions contemplated by the Business Combination Agreement promptly after such consummation. The Company and Subscriber, as applicable, shall use their reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Subscription Agreement as promptly as practicable including the satisfaction of the conditions to the Closing set forth in Sections 2(b) and 2(c) of this Subscription Agreement, respectively. 7 7. Trust Account Waiver. Subscriber acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. Subscriber further acknowledges that, as described in the Company's prospectus relating to its initial public offering dated March 10, 2016 (the "Prospectus") available at www.sec.gov, substantially all of the Company's assets consist of the cash proceeds of the Company's initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the "Trust Account") for the benefit of the Company, its public stockholders and the underwriters of the Company's initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income tax obligations, if any, the cash in the Trust Account may be disbursed only as set forth in Section 9.1(b) of the Certificate of Incorporation. Subscriber hereby acknowledges and agrees that, except with respect to shares of Class A Common Stock of the Company owned by the undersigned acquired other than pursuant to this Subscription Agreement, Subscriber has no right of set-off or any right, title, interest or claim of any kind ("Claim") to, or to any monies or other assets in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies or other assets in, the Trust Account that it may have now or in the future. Subscriber further agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription. The undersigned acknowledges and agrees that the undersigned shall not have any redemption rights with respect to the Acquired Securities pursuant to the Certificate of Incorporation in connection with any stockholder proposals related to the Transaction, any subsequent liquidation of the Trust Account or the Company or otherwise. In the event the undersigned has any Claim against the Company under this Subscription Agreement or otherwise, the undersigned shall pursue such Claim solely against the Company and its assets held outside of the Trust Account and not against the Trust Account or any monies or other assets held in the Trust Account. View More