Termination Contract Clauses (53,121)

Termination. So long as you hold Shares or Options, no termination of the Stockholders Agreement prior to the consummation of a Change of Control Transaction will be effective against you without Senior Manager Consent, provided, however, that a termination of the Stockholders Agreement effective in connection with an IPO will be effective against you (whether or not such Senior Manager Consent is received) if (i) your rights under Article V survive such termination or (ii) you are otherwise granted... registration rights with respect to your Registrable Securities that are not, in any material respect, less advantageous to you than your rights under Article V and provided, further, that in the event of an IPO that occurs after the termination of the Stockholders Agreement but during which the transfer restrictions set forth in Article IV of the Stockholders Agreement (as amended by paragraph 1 of this letter agreement) continue to apply, then the rights set forth in Section 4.4 of the Stockholders Agreement (as amended by paragraph 2 of this letter agreement) shall continue to apply until the earlier of (x) such transfer restrictions ceasing to apply and (y) the one year anniversary of such IPO. Nothing herein shall be deemed to waive your rights under paragraph 8 of this letter agreement which shall survive any termination of the Stockholders Agreement. 6 11. Certain Arbitration Matters. For the avoidance of doubt, notwithstanding paragraph 12 below, any dispute regarding the nature of your Termination of Service, including, without limitation, whether "Cause" existed, shall be resolved for all purposes by arbitration proceedings in Wilmington, North Carolina in accordance with the arbitration terms and conditions set forth in the Employment Agreement. View More

Termination. This Agreement and the obligations of the parties under this Agreement may only be terminated upon the mutual consent set forth in a written instrument signed by of all parties hereto; provided, however, that this Agreement shall automatically terminate, without any action by the parties hereto, upon the first to occur of (a) the approval by the Company's Stockholders stockholders of the Proposal Proposal, (b) the conclusion of the last Subsequent Stockholders Meeting (as such term is defined... in the Purchase Agreement) or (b) (c) the termination of the Purchase Agreement in accordance with its terms. View More

Termination. 7.1 8.1 Termination. Notwithstanding anything herein to the contrary, this Agreement may be terminated and the Transactions may be abandoned at any time before the Closing occurs: (a) by the mutual written consent of the Purchasers Purchaser and the Company Parties; Seller; (b) by the Purchasers Purchaser or the Company Parties, Seller, if any Governmental Authority shall have issued an Order or taken any other action (which Order or other action of the parties hereto shall use their reasonable... best efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting the Transactions or making the Transactions illegal and such Order shall have become final and non-appealable; (c) by the Company Parties, Seller, if no Company Party the Seller is not in material breach of its obligations under this Agreement and there has been a material violation, misrepresentation violation or breach by the Purchasers Purchaser of any covenant, agreement, representation or warranty contained in this Agreement and as a result that has prevented the conditions satisfaction of any condition to the obligations of the Company Parties to consummate Seller at the Closing would not be satisfied and such violation or breach has not been waived by the Company Parties Seller or cured by the Purchasers Purchaser within ten (10) Business Days after receipt by the Purchasers Purchaser of written notice thereof by the Company Parties; Seller; 54 (d) by the Purchasers, Purchaser, if no Purchaser it is not in material breach of its obligations under this Agreement and there has been a material violation, misrepresentation violation or breach by the Seller or any Company Party of any covenant, agreement, representation or warranty contained in this Agreement and as a result that has prevented the conditions satisfaction of any condition to the obligations of the Purchasers to consummate Purchaser at the Closing would not be satisfied and such violation or breach has not been waived by the Purchasers Purchaser or cured by the Seller or such Company Party within ten (10) Business Days after receipt by such Company Party the Seller of written notice thereof from the Purchasers; Purchaser; or (e) by the Purchasers Purchaser or the Company Parties, Seller, if the Transactions have not been consummated on or prior to March January 31, 2020 (the "Outside Date"); 2017; provided, however, that the right to terminate this Agreement under this Section 7.1(e) 8.1(e) shall not be available to (i) the Company Parties, Seller, if the action or failure to act of the Seller or a Company Party has been a principal cause of or resulted in, or (ii) the Purchasers, Purchaser, if the action or failure to act of a the Purchaser has been a principal cause of or resulted in, the failure of the Transactions to occur on or before such date and such action or failure to act constitutes a breach of this Agreement. 7.2 8.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 7.1 8.1 hereof, written notice thereof shall forthwith be given to the other party specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void, and there shall be no liability on the part of the Purchasers, Purchaser, the Guarantor Seller or the Company Parties (nor any of their respective officers, directors, managers, stockholders, members, employees, representatives or Affiliates), except for liabilities for Intentional Misrepresentation, any willful breaches of this Agreement or Fraud fraud prior to such termination; provided, that the agreements contained in this Section 7.2 8.2 and Section 10 11 hereof shall survive the termination of this Agreement; and provided further, further that the confidentiality provisions of the Non-Disclosure Agreement shall remain in full force and effect. A party's right to terminate this Agreement is in addition to, and not in lieu of, any other legal or equitable rights or remedies which such party may have. View More

Termination. This Agreement shall automatically terminate upon the earliest to occur of (i) (a) the Effective Time and (ii) (b) the date on which the Merger Agreement is terminated for any reason in accordance with its terms. Upon termination of this Agreement, no party shall have any further rights, obligations or liabilities under this Agreement; provided, that nothing in this Section 8 9 shall relieve any party of liability for any willful breach of this Agreement occurring prior to termination. 5 9. termination and the provisions of Sections 11-14 shall survive any termination of this Agreement. 4 10. No Agreement as Director or Officer. Each Voting Party is signing this Agreement solely in its capacity as a stockholder of Parent or Shift, as applicable. SPAC. No Voting Party makes any agreement or understanding in this Agreement in such Voting Party's capacity (or in the capacity of any Affiliate, partner or employee of Voting Party) as a director or officer of Parent, Shift SPAC or any of their respective subsidiaries its Subsidiaries (if Voting Party holds such office). Nothing in this Agreement will limit or affect any actions or omissions taken by a Voting Party (or any Affiliate, partner or employee of Voting Party) in his, her or its capacity as a director or officer of Parent or Shift, SPAC, and no actions or omissions taken in any Voting Party's capacity (or in the capacity of any Affiliate, partner or employee of Voting Party) as a director or officer shall be deemed a breach of this Agreement. Nothing in this Agreement will be construed to prohibit, limit or restrict a Voting Party (or any Affiliate, partner or employee of Voting Party) from exercising his or her fiduciary duties as an officer or director to Parent, Shift SPAC or their respective stockholders, as applicable. its Subsidiaries. View More

Termination. This Agreement shall terminate on the first to occur of (a) the distribution of all of the amounts in the Escrow Funds in accordance with this Agreement or (b) delivery to the Escrow Agent of a written notice of termination executed jointly by the Parties Crescent and GGC after which this Agreement shall be of no further force and effect except that the provisions of Section 8 hereof shall survive termination.

Termination. 10.1 a. The Company may terminate this Agreement without cause, effective immediately upon written notice to you. You or the Company may terminate this Agreement without cause upon thirty (30) business 30 calendar days' written notice to the other Party. 10.2 Company. b. You or the Company may also terminate this Agreement, effective immediately upon written notice by you to the other party to this Agreement, Company, if the other party Company materially breaches this Agreement, and such... breach is incapable of cure, or, or with respect to a material breach capable of cure, the other party Company does not cure such breach within ten (10) 10 business days after receipt of written notice of such breach. 10.3 c. Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company's written request, you shall within five (5) business days promptly after such expiration or termination: (a) i. deliver to the Company all Deliverables (whether complete or incomplete) and all hardware, software, tools, equipment and equipment, or other materials provided for your use by the Company; (b) ii. deliver to the Company all tangible documents and materials (and any copies) containing, reflecting, incorporating incorporating, or based on the Confidential Information; (c) iii. permanently erase all of the Confidential Information from your computer systems systems; and other electronic devices; and (d) iv. certify in writing to the Company that you have complied with the requirements of this clause. 10.4 d. The terms and conditions of this clause and Section 4, Section 5, Section 6, Section 7, Section 8, Section 10, 11, Section 13, and Section 14 and Section 15 shall survive the expiration or termination of this Agreement. View More

Termination. This Agreement may be terminated at any time by either party upon 30 days' prior written notice to the other party. Any obligation or liability of either party resulting from actions or inactions occurring prior to termination shall not be affected by termination of this Agreement. 2 12. Assignment. Neither party shall assign this Agreement without the written consent of the other party, which consent shall not be unreasonably delayed or withheld.

Termination. The Company may terminate this Agreement at any time by so notifying Continental in writing. Continental may terminate this Agreement upon 60 days' prior written notice to the Company. Upon any such termination, Continental shall be relieved and discharged of any further responsibilities with respect to its duties hereunder. Upon payment of all Continental's outstanding fees and expenses, Continental shall forward to the Company or its designee promptly any Certificate or other document... relating to Continental's duties hereunder that Continental may receive after its appointment has so terminated. Sections 11, 12, 13, 14, and 19 18 of this Agreement shall survive any termination of this Agreement. View More

Termination. In the event of the Participant's Termination, the following shall apply to the Restricted Share Units: (a) Termination by the Company without Cause; Termination by the Participant for Good Reason; Termination Upon Expiration Following Non-Renewal of the Employment Agreement by the Company. If the Participant experiences a Termination (i) by the Company without Cause (as defined in the Employment Agreement), Participant's employment agreement with the Company dated as of [March __, 2017] (the... "Employment Agreement")), (ii) by the Participant for Good Reason (as defined in the Employment Agreement) or (iii) upon expiration of the Employment Term (as defined in the Employment Agreement) following non-renewal by the Company, then (x) any outstanding and unvested Time-Based Restricted Share Units shall immediately vest and no longer be subject to forfeiture as of the date of the Termination, and (y) any outstanding and unvested Performance-Based Restricted Share Units shall remain outstanding and subject to vesting based on actual performance in accordance with the terms of this Agreement, without regard to the requirement of the Participant's continued service. Any outstanding Restricted Share Units that do not become vested pursuant to this Section 4(a) or upon the Determination Date shall be immediately forfeited and cancelled as of the Determination Date, without any further action on the part of the Company or the Participant. Termination. (b) Termination as a result of the Participant's Death or Disability. If the Participant experiences a Termination as a result of the Participant's death or Disability (as defined in the Employment Agreement), then: (i) any unvested Time-Based Restricted Share Units that would have become vested within the one-year period beginning on the date of Termination and ending on the first anniversary of the date of Termination if the Participant had continued to be employed by the Company during such period shall immediately vest and no longer be subject to forfeiture as of the date of the Termination; and (ii) a pro-rata portion of the Performance-Based Restricted Share Units equal to the product of the total number of outstanding and unvested Performance-Based Restricted Share Units multiplied by a fraction (not greater than one (1)), (A) the numerator of which is the sum of (x) the number of days the Participant was employed by the Company during the Performance Period through the date of Termination, plus (y) 365, and (B) the denominator of which is the total number of days in the Performance Period, shall remain outstanding and subject to vesting based on actual performance in accordance with the terms of this Agreement. Termination. Any outstanding Restricted Share Units that do not (x) become vested or (y) remain outstanding and eligible for vesting following a Termination, in each case, pursuant to this Section 4(b), shall be forfeited and cancelled immediately as of the date of Termination, without any further action on the part of the Company or the Participant, and any outstanding Restricted Share Units that remain outstanding and eligible for vesting following a Termination and that do not become vested upon the Determination Date preceding sentence shall be immediately forfeited and cancelled as of the Determination Date, date of Termination, without any further action on the part of the Company or the Participant. (c) All Other Terminations. If the Participant experiences a Termination for any reason other than those set forth in Section 4(a) and (b), any Restricted Share Units that have not yet vested shall be immediately forfeited and cancelled as of the date of Termination, without any further action on the part of the Company or the Participant. View More

Termination. This Agreement is effective until terminated upon the earlier of (i) the Maturity Date, (ii) an event of Default, at the non-defaulting party's option exercised by sending written notice of termination to the defaulting party, Default or (iii) after receipt of a written notice of termination sent as outlined in subsections (a)-(d) below. Termination will not relieve any party from any duty or obligation incurred, or right, waiver, modification, or benefit bestowed, prior to the effective date... of the termination. (a) Dealership may at any time and for any or no reason provide written notice of termination to the Ally Parties that Dealership will no longer request the Ally Parties to provide additional Inventory Financing under this Agreement, and within sixty (60) days at the time of sending this notice, Dealership will immediately pay to the Ally Parties in full the Wholesale Outstandings, accrued Interest, late charges, expenses, Other Charges and any other payment obligations under this Agreement then outstanding. Provided that the Dealership has not received notice indicating that one of the Ally Parties has assigned the Wholesale Outstandings owed by Dealership to such Ally Party and its rights, duties and obligations under this Agreement to another party ("Assignee"), Dealership's termination pursuant to this Subsection III.K.10(a) III.K.9(a) will apply to both of the Ally Parties. (b) In the event that the Dealership has received notice indicating that one of the Ally Parties has assigned the Wholesale Outstandings owed to such Ally Party and its rights, duties and obligations under this Agreement to an Assignee, then Dealership may provide written notice of termination to one of the Ally Parties or its Assignee that Dealership will no longer request such party to provide additional Inventory Financing under this Agreement, and at the time of sending this notice, Dealership will immediately pay to such party in full the Wholesale Outstandings, accrued Interest, late charges, expenses, Other Charges and any other payment obligations under this Agreement then outstanding to such party. (c) Bank may at any time and for any or no reason, with or without cause, upon sixty (60) calendar days prior written notice terminate the Dealership's ability to request and obtain Inventory Financing from Bank under this Agreement or otherwise. If the Bank terminates future Inventory Financing to Dealership, the Bank may demand immediate payment in full of the Wholesale Outstandings, accrued Interest, late charges, expenses, Other Charges and any other payment obligations owed to Bank under this Agreement then outstanding, which amounts Dealership will pay in accordance with Subsection III.C.2(c) above. (d) Ally may at any time and for any or no reason, with or without cause, upon sixty (60) calendar days prior written notice terminate the Dealership's ability to request and obtain Inventory Financing from Ally under this Agreement or otherwise. If Ally terminates future Inventory Financing to Dealership, Ally may demand immediate payment in full of the Wholesale Outstandings, accrued Interest, late charges, expenses, Other Charges and any other payment obligations owed to Ally under this Agreement then outstanding, which amounts Dealership will pay in accordance with Subsection III.C.2(c) above. View More