Termination Contract Clauses (53,582)

Grouped Into 808 Collections of Similar Clauses From Business Contracts

This page contains Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination. The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers by notice given to and received by the Company prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Sections 7(g), (j) or (n) shall have occurred or if the Initial Purchasers shall decline to purchase the Notes for any reason permitted under this Agreement.
Found in RSP Permian, Inc. contract
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Termination. The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers by notice given to and received by the Company prior to delivery of and payment for the Notes Securities if, prior to that time, any of the events described in Sections 7(g), (j) 7(i) or (n) 7(m) shall have occurred or if the Initial Purchasers shall decline to purchase the Notes Securities for any reason permitted under this Agreement.
Found in InterDigital Inc. contract
Termination. The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers by notice given to and received by the Company prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Sections 7(g), (j) 7(i), (k) or (n) shall have occurred or if the Initial Purchasers shall decline to purchase the Notes for any reason permitted under this Agreement. 29 11. Reimbursement of Initial Purchasers' Expenses. If (a) the Company for any... reason fails to tender the Notes for delivery to the Initial Purchasers, or (b) the Initial Purchasers decline to purchase the Notes for any reason permitted under this Agreement, the Company shall reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Initial Purchasers) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the Notes, and upon demand the Company shall pay the full amount thereof to the Initial Purchasers. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchaser on account of those expenses. View More Arrow
Found in FLUIDIGM CORP contract
Termination. The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers by notice given to and received by the Company Issuers prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Sections 7(g), (j) 7(k), (m) or (n) (o) shall have occurred or if the Initial Purchasers shall decline to purchase the Notes for any reason permitted under this Agreement. 31 11. Reimbursement of Initial Purchasers' Expenses. If (i) the Issuers... for any reason fail to tender the Notes for delivery to the Initial Purchasers, or (ii) the Initial Purchasers decline to purchase the Notes for any reason permitted under this Agreement (other than Sections 7(o)(i)(A), (o)(ii), (o)(iii) or (o)(iv)), the Issuers and the Guarantors shall reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Initial Purchasers) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the Notes, and upon demand the Issuers and the Guarantors shall pay the full amount thereof to the Representative. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Initial Purchasers or pursuant to Section 10 as a result of the occurrence of any of the events listed in Sections 7(o)(i)(A), (o)(ii), (o)(iii) or (o)(iv), the Issuers and the Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of those expenses. View More Arrow
Found in Tallgrass Energy, LP contract
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Termination. This Agreement shall be subject to termination in the sole discretion of the Representatives by notice to the Depositor and MBFS given on or prior to the Closing Date in the event that either Depositor or MBFS shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the Closing Date any of the events described in Section 7(d) shall have occurred.
Found in Mercedes-Benz Auto Receivables Trust 2016-1 contract
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Termination. This Subject to Section 14, this Agreement shall be subject to termination in the sole discretion of the Representatives by notice to the Depositor and MBFS USA given on or prior to the 2019-A Closing Date in the event that either the Depositor or MBFS USA shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the 2019-A Closing Date any of the events described... in Section 7(d) 8(d) shall have occurred. View More Arrow
Found in Mercedes-Benz Auto Lease Trust 2019-A contract
Termination. This Subject to Section 14, this Agreement shall be subject to termination in the sole discretion of the Representatives by notice to the Depositor and MBFS USA given on or prior to the 2020-A Closing Date in the event that either the Depositor or MBFS USA shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the 2020-A Closing Date any of the events described... in Section 7(d) 8(d) shall have occurred. View More Arrow
Found in Mercedes-Benz Auto Lease Trust 2020-A contract
Termination. This Subject to Section 14, this Agreement shall be subject to termination in the sole discretion of the Representatives by notice to the Depositor and MBFS USA given on or prior to the 2021-A Closing Date in the event that either the Depositor or MBFS USA shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the 2021-A Closing Date any of the events described... in Section 7(d) 8(d) shall have occurred. View More Arrow
Found in Mercedes-Benz Auto Lease Trust 2021-A contract
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Termination. The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers by notice given to and received by the Company prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Sections 7(g), (j) or (n) shall have occurred or if the Initial Purchasers shall decline to purchase the Notes for any reason permitted under this Agreement.
Found in RSP Permian, Inc. contract
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Termination. The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers by notice given to and received by the Company prior to delivery of and payment for the Notes Securities if, prior to that time, any of the events described in Sections 7(g), (j) 7(i) or (n) 7(m) shall have occurred or if the Initial Purchasers shall decline to purchase the Notes Securities for any reason permitted under this Agreement.
Found in InterDigital Inc. contract
Termination. The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers by notice given to and received by the Company prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Sections 7(g), (j) 7(i), (k) or (n) shall have occurred or if the Initial Purchasers shall decline to purchase the Notes for any reason permitted under this Agreement. 29 11. Reimbursement of Initial Purchasers' Expenses. If (a) the Company for any... reason fails to tender the Notes for delivery to the Initial Purchasers, or (b) the Initial Purchasers decline to purchase the Notes for any reason permitted under this Agreement, the Company shall reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Initial Purchasers) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the Notes, and upon demand the Company shall pay the full amount thereof to the Initial Purchasers. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchaser on account of those expenses. View More Arrow
Found in FLUIDIGM CORP contract
Termination. The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers by notice given to and received by the Company Issuers prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Sections 7(g), (j) 7(k), (m) or (n) (o) shall have occurred or if the Initial Purchasers shall decline to purchase the Notes for any reason permitted under this Agreement. 31 11. Reimbursement of Initial Purchasers' Expenses. If (i) the Issuers... for any reason fail to tender the Notes for delivery to the Initial Purchasers, or (ii) the Initial Purchasers decline to purchase the Notes for any reason permitted under this Agreement (other than Sections 7(o)(i)(A), (o)(ii), (o)(iii) or (o)(iv)), the Issuers and the Guarantors shall reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Initial Purchasers) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the Notes, and upon demand the Issuers and the Guarantors shall pay the full amount thereof to the Representative. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Initial Purchasers or pursuant to Section 10 as a result of the occurrence of any of the events listed in Sections 7(o)(i)(A), (o)(ii), (o)(iii) or (o)(iv), the Issuers and the Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of those expenses. View More Arrow
Found in Tallgrass Energy, LP contract
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Termination. This Agreement shall be subject to termination in the sole discretion of the Representatives by notice to the Depositor and MBFS given on or prior to the Closing Date in the event that either Depositor or MBFS shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the Closing Date any of the events described in Section 7(d) shall have occurred.
Found in Mercedes-Benz Auto Receivables Trust 2016-1 contract
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Termination. This Subject to Section 14, this Agreement shall be subject to termination in the sole discretion of the Representatives by notice to the Depositor and MBFS USA given on or prior to the 2019-A Closing Date in the event that either the Depositor or MBFS USA shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the 2019-A Closing Date any of the events described... in Section 7(d) 8(d) shall have occurred. View More Arrow
Found in Mercedes-Benz Auto Lease Trust 2019-A contract
Termination. This Subject to Section 14, this Agreement shall be subject to termination in the sole discretion of the Representatives by notice to the Depositor and MBFS USA given on or prior to the 2020-A Closing Date in the event that either the Depositor or MBFS USA shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the 2020-A Closing Date any of the events described... in Section 7(d) 8(d) shall have occurred. View More Arrow
Found in Mercedes-Benz Auto Lease Trust 2020-A contract
Termination. This Subject to Section 14, this Agreement shall be subject to termination in the sole discretion of the Representatives by notice to the Depositor and MBFS USA given on or prior to the 2021-A Closing Date in the event that either the Depositor or MBFS USA shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the 2021-A Closing Date any of the events described... in Section 7(d) 8(d) shall have occurred. View More Arrow
Found in Mercedes-Benz Auto Lease Trust 2021-A contract
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Termination. This Support Agreement shall terminate on the earlier of the Closing or the termination of the Merger Agreement. No such termination shall relieve any Shareholder, Parent or the Company from any liability resulting from a breach of this Support Agreement occurring prior to such termination.
Found in Arisz Acquisition Corp. contract
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Termination. This Support Agreement shall terminate on the earlier of the Closing or the termination of the Merger Purchase Agreement. No such termination shall relieve any Shareholder, Parent each Supporter, Purchaser or the Company from any liability resulting from a breach of this Support Agreement occurring prior to such termination.
Found in Global Consumer Acquisition Corp contract
Termination. This Stockholder Support Agreement shall terminate on the earlier of the Closing or the termination of the Merger Agreement. No such termination shall relieve any Shareholder, Stockholder, Parent or the Company from any liability resulting from a breach of this Stockholder Support Agreement occurring prior to such termination.
Found in Sorrento Therapeutics, Inc. contract
Termination. This Support Agreement shall terminate on the earlier of the Closing or the termination of the Merger Agreement. No such termination shall relieve any Shareholder, Parent each Supporter, Purchaser or the Company from any liability resulting from a breach of this Support Agreement occurring prior to such termination.
Found in Lakeshore Acquisition I Corp. contract
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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 Arrow
Found in Merida Merger Corp. I contract
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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... 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(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 Arrow
Found in GigCapital4, Inc. contract
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... Combination 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 Arrow
Found in East Stone Acquisition Corp contract
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 Arrow
Found in Merida Merger Corp. I contract
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Termination. The Company and the Placement Agent may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 days from the date of such notice. In the event of such termination, the Company and Placement Agent shall, within 30 days of such notice, appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by the Company and Placement Agent, turn... over to such successor escrow agent all of the Escrow Funds; provided, however, that if the Company and Placement Agent fail to appoint a successor escrow agent within such 30-day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds and under this Agreement. View More Arrow
Found in LILIS ENERGY, INC. contract
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Termination. The Company and This Escrow Agreement shall terminate upon the Placement Agent may terminate earlier of (a) the appointment mutual agreement of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 days from the date of such notice. In the event of such termination, the Company and Placement Agent shall, within 30 days of such notice, appoint a successor escrow agent Parties and the Escrow Agent shall,... upon receipt Agent, or (b) the disbursement of written instructions signed by the Company and Placement Agent, turn over to such successor escrow agent all of the Indemnification Escrow Funds; provided, however, that if the Company and Placement Agent fail to appoint a successor escrow agent within such 30-day period, such termination notice Fund, whereupon this Escrow Agreement shall be null of no further force and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds and under this Agreement. effect. View More Arrow
Found in ESPORTS ENTERTAINMENT GROUP, INC. contract
Termination. The Company and the Placement Agent Prive may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 thirty (30) days from the date of such notice. In the event of such termination, the Company and Placement Agent Prive shall, within 30 thirty (30) days of such notice, appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by... the Company and Placement Agent, Prive, turn over to such successor escrow agent all of the Escrow Funds; Escrowed Shares; provided, however, that if the Company and Placement Agent Prive fail to appoint a successor escrow agent within such 30-day thirty (30)-day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, Escrowed Shares, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds Escrowed Shares and under this Agreement. 3 7. Intentionally Omitted. View More Arrow
Found in Riot Blockchain, Inc. contract
Termination. The Company and the Placement Agent Underwriter may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 thirty (30) days from the date of such notice. In the event of such termination, the Company and Placement Agent Underwriter shall, within 30 thirty (30) days of such notice, appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions... signed by the Company and Placement Agent, Underwriter, turn over to such successor escrow agent all of the Escrow Funds; provided, however, that if the Company and Placement Agent Underwriter fail to appoint a successor escrow agent within such 30-day thirty (30) day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds and under this Agreement. View More Arrow
Found in FOTV Media Networks Inc. contract
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Termination. This Support Agreement shall terminate on the earlier of the Closing or the termination of the Merger Agreement. No such termination shall relieve any Shareholder, Parent or the Company from any liability resulting from a breach of this Support Agreement occurring prior to such termination.
Found in Arisz Acquisition Corp. contract
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Termination. This Support Agreement shall terminate on the earlier of the Closing or the termination of the Merger Purchase Agreement. No such termination shall relieve any Shareholder, Parent each Supporter, Purchaser or the Company from any liability resulting from a breach of this Support Agreement occurring prior to such termination.
Found in Global Consumer Acquisition Corp contract
Termination. This Stockholder Support Agreement shall terminate on the earlier of the Closing or the termination of the Merger Agreement. No such termination shall relieve any Shareholder, Stockholder, Parent or the Company from any liability resulting from a breach of this Stockholder Support Agreement occurring prior to such termination.
Found in Sorrento Therapeutics, Inc. contract
Termination. This Support Agreement shall terminate on the earlier of the Closing or the termination of the Merger Agreement. No such termination shall relieve any Shareholder, Parent each Supporter, Purchaser or the Company from any liability resulting from a breach of this Support Agreement occurring prior to such termination.
Found in Lakeshore Acquisition I Corp. contract
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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 Arrow
Found in Merida Merger Corp. I contract
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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... 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(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 Arrow
Found in GigCapital4, Inc. contract
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... Combination 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 Arrow
Found in East Stone Acquisition Corp contract
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 Arrow
Found in Merida Merger Corp. I contract
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Termination. The Company and the Placement Agent may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 days from the date of such notice. In the event of such termination, the Company and Placement Agent shall, within 30 days of such notice, appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by the Company and Placement Agent, turn... over to such successor escrow agent all of the Escrow Funds; provided, however, that if the Company and Placement Agent fail to appoint a successor escrow agent within such 30-day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds and under this Agreement. View More Arrow
Found in LILIS ENERGY, INC. contract
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Termination. The Company and This Escrow Agreement shall terminate upon the Placement Agent may terminate earlier of (a) the appointment mutual agreement of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 days from the date of such notice. In the event of such termination, the Company and Placement Agent shall, within 30 days of such notice, appoint a successor escrow agent Parties and the Escrow Agent shall,... upon receipt Agent, or (b) the disbursement of written instructions signed by the Company and Placement Agent, turn over to such successor escrow agent all of the Indemnification Escrow Funds; provided, however, that if the Company and Placement Agent fail to appoint a successor escrow agent within such 30-day period, such termination notice Fund, whereupon this Escrow Agreement shall be null of no further force and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds and under this Agreement. effect. View More Arrow
Found in ESPORTS ENTERTAINMENT GROUP, INC. contract
Termination. The Company and the Placement Agent Prive may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 thirty (30) days from the date of such notice. In the event of such termination, the Company and Placement Agent Prive shall, within 30 thirty (30) days of such notice, appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by... the Company and Placement Agent, Prive, turn over to such successor escrow agent all of the Escrow Funds; Escrowed Shares; provided, however, that if the Company and Placement Agent Prive fail to appoint a successor escrow agent within such 30-day thirty (30)-day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, Escrowed Shares, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds Escrowed Shares and under this Agreement. 3 7. Intentionally Omitted. View More Arrow
Found in Riot Blockchain, Inc. contract
Termination. The Company and the Placement Agent Underwriter may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 thirty (30) days from the date of such notice. In the event of such termination, the Company and Placement Agent Underwriter shall, within 30 thirty (30) days of such notice, appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions... signed by the Company and Placement Agent, Underwriter, turn over to such successor escrow agent all of the Escrow Funds; provided, however, that if the Company and Placement Agent Underwriter fail to appoint a successor escrow agent within such 30-day thirty (30) day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds and under this Agreement. View More Arrow
Found in FOTV Media Networks Inc. contract
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