Termination Contract Clauses (20,323)

Termination. This Sponsor Letter Agreement shall terminate at such time, if any, as the Merger Agreement is terminated in accordance with its terms prior to the Closing. In the event of a valid termination of the Merger Agreement, this Sponsor Letter Agreement shall be of no force and effect. No such termination or reversion shall relieve the Sponsor, HTP or the Company from any obligation accruing, or liability resulting from an intentional breach of this Sponsor Letter Agreement occurring prior to such ter...mination or reversion. View More

Termination. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities at the earliest of the following: (i) when a registration statement registering such securities under the Securities Act has been declared effective and such securities have been sold or otherwise transferred by the holder thereof pursuant to such effective registration statement, 19 (ii) when such securities shall have been distributed pursuant to Rule 144 under the Securities Act, (iii) when s...uch securities shall have been otherwise transferred in a transaction in which the transferor's rights under this Agreement are not assigned to the transferee of such securities, (iv) when such securities are no longer outstanding and (v) at any time following the Public Offering and with respect to any Investor, when such Investor together with its Affiliates ceases to own at least 1.0% of the then-outstanding shares of Common Stock. View More

Termination. In the event the IPO is not consummated by November 24, 2021, the Company shall promptly refund the Purchase Price for the Securities to the Purchaser in accordance with the instructions provided by the Purchaser and the Securities shall not be delivered to the Purchaser.

Termination. This Agreement may be terminated at any time after [●], 2021 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date. 5 7. Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.

Termination. This Agreement may be terminated at any time after [●], 2021 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.

Termination. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally, mailed by certified or registered mail, return receipt requested and postage prepaid, or sent via a nationally recognized overnight courier, or sent via email to the recipient (with a confirmatory copy delivered by one of the foregoing additional methods). Such notices, demands and other co...mmunications will be sent to the address indicated below: To the Company: Acushnet Holdings Corp.333 Bridge StreetFairhaven, Massachusetts 02719United States of AmericaAttention: Roland GirouxTel No. : Email Address: and to the Seller: Magnus Holdings Co., Ltd. 18F East Central Tower1077 Cheonho-daero, Gangdong-gu, Seoul, 05345Republic of Korea Attention: Ho Yeon Lee Tel No. : Email Address: or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. View More

Termination. The Compensation covered by this Agreement is for the Executive's future services to the Company for the Term. This Agreement shall be terminated as of the end of the defined term, unless the parties renew the same in writing. The Company may terminate Executive at any time, with or without cause, provided however, if the Executive is terminated without cause: (a) the stock option compensation to be paid hereunder shall be deemed granted and fully vested at the time of this seven (7) month Emplo...yment Agreement and is not subject to revocation or return. (b) The monthly salary will still be owed to the Executive for the duration of the defined seven (7) month term, through July 30, 2018. The term "cause" shall mean the Executive must have (i) been willful, gross or persistent in Executive's inattention to Executive's duties or the Executive committed acts which constitute willful or gross misconduct and, after written notice of the same has been given to the Executive and he has been given an opportunity to cure the same within thirty (30) days after such notice; or (ii) found guilty of having committed actual fraud against the Company. View More

Termination. The Company may terminate this Agreement without Cause. If this Agreement is so terminated, then Company will be obligated to pay the Executive termination payments in accordance with section 14 of this Agreement. Any termination by the Company or the Executive of the Executive's employment during the term hereof shall be communicated by written Notice of Termination to the Executive, if such Notice of Termination is delivered by the Company, and to the Company, if such Notice of Termination is ...delivered by the Executive, all in accordance with the following procedures: (a) The Notice of termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination; and (b) Any Notice of Termination by the Company shall be approved by a resolution duly adopted by a majority of the members of the Board. View More

Termination. (a) Notwithstanding Section 1 above, (i) the Company may terminate this Agreement (and thus end the Term) at any time and for any reason or no reason at all upon five (5) days' prior written notice to Consultant; and (ii) Consultant may terminate this Agreement (and thus end the Term) at any time and for any reason or no reason at all upon fourteen (14) days' prior written notice to the Company. In addition, the Company may terminate this Agreement (and thus end the Term) at any time upon notice... to Consultant for Cause, and this Agreement (and the Term) shall end upon Consultant's death. As used herein, "Cause" shall mean (a) a breach by Consultant or Hirsh of Consultant's or Hirsh's obligations under this Agreement, or a breach of any other obligation that Consultant or Hirsh owes to the Company or any of its affiliates, (b) a violation of any law in the course of performing the Consulting Services, or (c) Consultant's or Hirsh's indictment, conviction of, plea of no contest to, or receipt of deferred adjudication or unadjudicated probation for any felony or any crime involving moral turpitude. -2- (b) In the event that the Company terminates this Agreement (and thus ends the Term) other than for Cause (and not due to Hirsh's death) or due to non-renewal for a Renewal Term following the end of the Initial Term such that the Term ends on a date that is prior to the date that is twelve (12) weeks after the Effective Date, then so long as (and only if) Consultant and Hirsh: (A) execute and return to the Company in the time provided by the Company to do so, and do not revoke within any time provided by the Company to do so, a release of all claims in a form acceptable to the Company (the "Release"), which Release shall release the Company and each of its affiliates, and each of the foregoing entities' respective shareholders, members, partners, officers, managers, directors, predecessors, successors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of Consultant's and Hirsh's engagement, or affiliation with the Company and each of its affiliates or the termination of such engagement or affiliation; and (B) abides by the terms of Section 7 below, then the Company shall make a payment or grant, as applicable, to Consultant in a total amount equal to the amount of compensation that Consultant would have received between the date that the Term terminates and the date that is twelve (12) weeks after the Effective Date had Consultant remained engaged by the Company and received the applicable compensation referenced in Section 3(a) or 3(b) above during such period, with all such payments or grants attributable to periods following the date that is four (4) weeks after the Effective Date being paid at the Renewal Term Consulting Fee rate (such total amount due to be paid or granted pursuant to this Section 5(b) being referred to as the "Termination Payment") as if the Term had remained in effect during such period. The Termination Payment will be paid, or granted (as applicable), in a lump sum or single grant on the first business day that comes on or after the date that is sixty (60) days after the Term ends. (c) For the avoidance of doubt, Consultant shall not be entitled to the Termination Payment, or any portion thereof, if the Term ends: (i) at any time upon or following the date that is twelve (12) weeks following the Effective Date, (ii) due to the Company's termination of this Agreement for Cause, or (iii) as a result of Consultant's resignation or non-renewal of this Agreement, or Hirsh's death. View More

Termination. This Agreement shall terminate automatically (without any action by any party) upon the earlier to occur of (a) the date that is the second (2nd) anniversary of the date hereof and (b) the occurrence of a 75% Reduction, and thereafter shall immediately become void and have no further force or effect, and no party hereto will have any further obligation or liability to any other party; provided, however, that no such termination will relieve either party from liability for any breach of this Agre...ement by such party prior to such termination. 4 10. Amendments and Waivers. Except as otherwise provided herein, any provision of this Agreement may be amended or the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the unanimous written consent of (a) Parent, and (b) the holders of a majority of Voting Shares then held by the Voting Parties. View More