Termination Contract Clauses (53,333)

Termination. 6.1 Bases for Termination. (1) Executive's employment may be terminated by the Company "with cause," effective upon delivery of 5 business days of written notice to Executive if any of the following shall occur: (a)any action by Executive which would constitute a willful breach of duty or habitual neglect of duty; (b)any material breach of Executive's obligations as described herein; or (c)any material acts or events which inhibit Executive from fully performing his or her responsibilities to... the Company in good faith, such as (i) a felony criminal conviction; (ii) any other criminal conviction involving Executive's lack of honesty or moral turpitude; (iii) drug or alcohol abuse; or (iv) acts of dishonesty, gross carelessness or gross misconduct. (2) This Agreement shall automatically terminate on the last day of the month in which Executive dies or becomes permanently incapacitated. "Permanent incapacity" as used herein shall mean mental or physical incapacity, or both, reasonably determined by the Company's Board of Directors based upon a certification of such incapacity by, in the discretion of the Company's Board of Directors, either Executive's regularly attending physician or a duly licensed physician selected by the Company's Board of Directors, rendering Executive unable to perform substantially all of his or her duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. Executive shall be deemed to have "become permanently incapacitated" on the date the Company's Board of Directors has determined that Executive is permanently incapacitated and so notifies Executive. 3 (3) Notwithstanding any other provisions of this Agreement, Executive shall have the right to terminate the employment relationship relationshi p under this Agreement at any time prior to the expiration of the Term of employment for any of the following reasons: (i)a breach by Company of any provision of this Agreement which remains uncorrected for thirty (30) days following written notice of such breach by Executive to Company; or (ii)for any other reason whatsoever, in the sole discretion of Executive. The the termination of Executive's employment by Executive under Section 7.1(3)(i), prior to the expiration of the Term shall constitute an "Involuntary Termination" as though Executive was terminated by the Company without cause. The termination of Executive's employment by Executive prior to the expiration of the Term shall constitute a "Voluntary Termination" if made pursuant to Section 6.1. 6.l. (3)(ii) and shall be treated as the Company was forced to terminate Executive with cause. View More

Termination. The Employee's employment hereunder shall terminate upon the earliest to occur of any one of the following: -4- (A) The expiration of the initial term of this Agreement, or any extended term of this Agreement by written notice of termination as provided in Paragraph (4) hereof; or (B) By the Bank for cause, after thirty (30) days written notice to Employee. Cause for purposes of this Agreement shall mean as follows: (i) An act of dishonesty, willful disloyalty or fraud by the Employee that the... Bank determines is detrimental to the best interests of the Bank; or (ii) The Employee's continuing inattention to, neglect of, or inability to perform, the duties to be performed under this Agreement, or (iii) Any other breach of the Employee's covenants contained herein or of any of the other terms and provisions of this Agreement, or (iv) The deliberate and intentional engaging by the Employee in gross misconduct which is materially and demonstrably injurious to the Bank. (C) Employee shall have the right to terminate this Agreement and his active employment hereunder at any time upon ninety (90) days written notice to the Bank. (D) Upon the death of Employee, this Agreement shall automatically terminate. View More

Termination. This Agreement may be terminated only as follows: (a) If pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors (any of which would be an Event of Default as described in Sections 10(f), 10(g) and 10(h) hereof), creditors, this... Agreement shall automatically terminate without any liability or payment to the Company (except as set forth below) without further action or notice by any Person. (b) In the event that the Commencement Closing shall not have occurred on or before February 29, 2016, April 10, 2019, due to the failure to satisfy the conditions set forth in Sections 7 and 8 above with respect to the Commencement, Closing, either the Company Company, on the one hand, or any Investor, on the Investor other hand, shall have the option to terminate this Agreement at the close of business on such date or thereafter without liability of any party to any other party (except as set forth below); provided, however, 25 that the right to terminate this Agreement under this Section 11(b) 10(b) shall not be available to any party if such party is then in breach of any covenant or agreement contained in this Agreement or any representation or warranty of such party contained in this Agreement fails to be true and correct such that the conditions set forth in Section 7(c) or Section 8(e), 8(d), as applicable, could not then be satisfied. 23 (c) At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no reason by delivering notice (a "Company Termination Notice") to the Investor electing to terminate this Agreement without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). The Company Termination Notice shall not be effective until one (1) Business Day after it has been received by the Investor. (d) This Agreement shall automatically terminate on the date that the Company sells and the Investor purchases the full Available Amount as provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). (e) If, for any reason or for no reason, the full Available Amount has not been purchased in accordance with Section 2 of this Agreement by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). Except as set forth in Sections 11(a) (in respect of an Event of Default under Sections 10(f), 10(g) and 10(h)), 11(d) and 11(e), any Any termination of this Agreement pursuant to this Section 11 10(b) shall be effected by written notice from the Company to each of the Investor, Investors, or the any Investor to the Company, Company and each of the other Investors, as the case may be, setting forth the basis for the termination hereof. The representations and warranties and covenants of the Company and the Investor Investors contained in Sections 3, 4, 5, and 6 hereof, the indemnification provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections 10, 11 10 and 12 11, shall survive the Commencement Closing and any termination of this Agreement. No termination of this Agreement shall (i) affect the Company's or the Investor's rights or obligations under (A) this Agreement with respect to pending Regular Purchases and Accelerated Purchases and the Company and the Investor shall complete their respective obligations with respect to any pending Regular Purchases and Accelerated Purchases under this Agreement and (B) the Registration Rights Agreement, which shall survive any such termination, or (ii) be deemed to release the Company or the any Investor from any liability for intentional misrepresentation or willful breach by such party of any of the Transaction Documents. Documents to which it is a party. View More

Termination. This Agreement may be terminated only as follows: (a) If a. By the Buyer any time or an Event of Default exists without any liability or payment to the Company. However, if pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors creditors, (any of which would be an Event of Default as described in Sections 10(f), 10(g) 9(f), 9(g) and 10(h) hereof), 9(h)) this Agreement shall automatically terminate without any liability or payment to the Company (except as set forth below) without further action or notice by any Person. (b) No such termination of this Agreement under this Section 10(a) shall affect the Company's or the Buyer's obligations under this Agreement with respect to pending Purchases and the Company and the Buyer shall complete their respective obligations with respect to any pending Purchases under this Agreement. b. In the event that the Commencement shall not yet have occurred, the Company shall have the option to terminate this Agreement for any reason or for no reason without any liability whatsoever of either party to the other party under this Agreement. c. In the event that the Commencement shall not have occurred on or before February 29, 2016, within thirty (30) Business Days of the effective date of the Registration Statement, due to the failure to satisfy any of the conditions set forth in Sections 6 and 7 and 8 above with respect to the Commencement, either the Company or the Investor party shall have the option to terminate this Agreement at the close of business on such date or thereafter without liability of any either party to any other party (except as set forth below); party; provided, however, that the right to terminate this Agreement under this Section 11(b) 10(c) shall not be available to any either party if such party failure to satisfy any of the conditions set forth in Sections 6 and 7 is then in the result of a breach of any covenant or agreement contained in this Agreement by such party or the failure of any representation or warranty of such party contained included in this Agreement fails to be true and correct such that the conditions set forth in Section 7(c) or Section 8(e), as applicable, could not then be satisfied. 23 (c) all material respects. d. At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no reason by delivering notice (a "Company Termination Notice") to the Investor Buyer electing to terminate this Agreement without any liability whatsoever of any either party to any the other party under this Agreement (except as set forth below). Agreement. The Company Termination Notice shall not be effective until one (1) Business Day after it has been received by the Investor. (d) Buyer. e. This Agreement shall automatically terminate on the date that the Company sells sells, and the Investor Buyer purchases the full Available Amount as provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). (e) If, Agreement. f. If by the Maturity Date, for any reason or for no reason, the full Available Amount under this Agreement has not been purchased as provided for in accordance with Section 2 of this Agreement by the Maturity Date, 1, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). Agreement. Except as set forth in Sections 11(a) Section 10(a) (in respect of an Event of Default under Sections 9(f), 9(g) and 9(h)), 10(e) and 10(f), 10(g) and 10(h)), 11(d) and 11(e), any termination of this Agreement pursuant to this Section 11 10 shall be effected by written notice from the Company to the Investor, Buyer, or the Investor Buyer to the Company, as the case may be, setting forth the basis for the termination hereof. The representations and warranties and covenants of the Company and the Investor contained in Sections 3, 4, 5, and 6 hereof, the indemnification provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections 10, 11 and 12 shall survive the Commencement and any termination of this Agreement. No termination of this Agreement shall (i) affect the Company's or the Investor's rights or obligations under (A) this Agreement with respect to pending Regular Purchases and Accelerated Purchases and the Company and the Investor shall complete their respective obligations with respect to any pending Regular Purchases and Accelerated Purchases under this Agreement and (B) the Registration Rights Agreement, which shall survive any such termination, or (ii) be deemed to release the Company or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction Documents. View More

Termination. This Agreement may be terminated only as follows: (a) If a. By the Buyer any time an Event of Default exists without any liability or payment to the Company. However, if pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors creditors,... (any of which would be an Event of Default as described in Sections 10(f), 10(g) 9(f), 9(g) and 10(h) hereof), 9(h)) this Agreement shall automatically terminate without any liability or payment to the Company (except as set forth below) without further action or notice by any Person. (b) No such termination of this Agreement under 15 this Section 10(a) shall affect the Company's or the Buyer's obligations under this Agreement with respect to pending purchases and the Company and the Buyer shall complete their respective obligations with respect to any pending purchases under this Agreement. b. In the event that the Commencement shall not yet have occurred, the Company shall have the option to terminate this Agreement for any reason or for no reason without any liability whatsoever of either party to the other party under this Agreement. c. In the event that the Commencement shall not have occurred on or before February 29, 2016, within ten (10) Business Days of the effective date of the Registration Statement, due to the failure to satisfy any of the conditions set forth in Sections 6 and 7 and 8 above with respect to the Commencement, either the Company or the Investor party shall have the option to terminate this Agreement at the close of business on such date or thereafter without liability of any either party to any other party (except as set forth below); party; provided, however, that the right to terminate this Agreement under this Section 11(b) 10(c) shall not be available to any either party if such party failure to satisfy any of the conditions set forth in Sections 6 and 7 is then in the result of a breach of any covenant or agreement contained in this Agreement by such party or the failure of any representation or warranty of such party contained included in this Agreement fails to be true and correct such that the conditions set forth in Section 7(c) or Section 8(e), as applicable, could not then be satisfied. 23 (c) all material respects. d. At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no reason by delivering notice (a "Company Termination Notice") to the Investor Buyer electing to terminate this Agreement without any liability whatsoever of any either party to any the other party under this Agreement (except as set forth below). Agreement. The Company Termination Notice shall not be effective until one (1) Business Day after it has been received by the Investor. (d) Buyer. e. This Agreement shall automatically terminate on the date that the Company sells sells, and the Investor Buyer purchases the full Available Amount as provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). (e) If, Agreement. f. If by the Maturity Date, for any reason or for no reason, the full Available Amount under this Agreement has not been purchased as provided for in accordance with Section 2 of this Agreement by the Maturity Date, 1, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). Agreement. Except as set forth in Sections 11(a) Section 10(a) (in respect of an Event of Default under Sections 9(f), 9(g) and 9(h)), 10(e) and 10(f), 10(g) and 10(h)), 11(d) and 11(e), any termination of this Agreement pursuant to this Section 11 10 shall be effected by written notice from the Company to the Investor, Buyer, or the Investor Buyer to the Company, as the case may be, setting forth the basis for the termination hereof. The representations and warranties and covenants of the Company and the Investor contained in Sections 3, 4, 5, and 6 hereof, the indemnification provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections 10, 11 and 12 shall survive the Commencement and any termination of this Agreement. No termination of this Agreement shall (i) affect the Company's or the Investor's rights or obligations under (A) this Agreement with respect to pending Regular Purchases and Accelerated Purchases and the Company and the Investor shall complete their respective obligations with respect to any pending Regular Purchases and Accelerated Purchases under this Agreement and (B) the Registration Rights Agreement, which shall survive any such termination, or (ii) be deemed to release the Company or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction Documents. View More

Termination. (a) No Party may exercise any of its respective termination rights as set forth in Section 8 or Section 10 10, or Section 11 hereof, as applicable, if such Party has failed to perform or comply in all material respects with the terms and conditions of this Agreement (unless such failure to perform or comply arises as a result of another Party's actions or inactions), with such failure to perform or comply causing, or resulting in, the occurrence of the Termination Event specified herein. (b)... Upon the termination of this Agreement pursuant to Section 8, Section 9, Section 10, or Section 10 11 hereof, or the exercise of a Caesars Party's fiduciary duty pursuant to Section 21 hereof, all Parties shall be released from their commitments, undertakings, and agreements under or related to this Agreement, and there shall be no liability or obligation on the part of any Party. Upon the termination of this Agreement pursuant to Section 34 hereof, the terminating Consenting Creditor shall be released from its commitments, undertakings, and agreements under or relating to this Agreement, and there shall be no liability or obligation on the part of such Consenting Creditor. Notwithstanding anything herein to the contrary, the termination of this Agreement by a Consenting Creditor under Section 34 hereof shall not be deemed a termination of this Agreement for purposes of the Backstop Commitment Agreement. (c) Notwithstanding Section 11(b) 12(b) hereof, in no event shall any termination of this Agreement relieve a Party from (i) liability for its breach or non-performance of its obligations hereunder prior to the termination date, including but not limited to CEC's and the Company's obligations to pay the First Lien Professional Fees, and (ii) obligations under this Agreement which by their terms expressly survive a termination date; provided, however, that, notwithstanding anything to the contrary contained herein, any Termination Event (including any automatic termination) may be waived in accordance with the procedures established by Section 14 15 hereof, in which case such Termination Event so waived shall be deemed not to have occurred, this Agreement consequently shall be deemed to continue in full force and effect, and the rights and obligations of the Parties shall be restored, subject to any modification set forth in 22 such waiver. Upon a Termination Event that releases a Consenting Second Lien Creditor from its commitments, undertakings, and agreements under or related to this Agreement (as set forth in Section 11(b)), 12(b)), unless otherwise agreed to in writing by such Consenting Second Lien Creditor, any and all votes, approvals, or consents delivered by such Consenting Second Lien Creditor and, as applicable, its Affiliates, subsidiaries, managed funds, representatives, agents, 28 and employees in connection with the Restructuring prior to such termination date shall be deemed, for all purposes, to be null and void from the first instance and shall not be considered or otherwise used in any manner by the Company. View More

Termination. A Party shall be in default under this Agreement or any Terminal Service Order if: (i) the Party breaches any provision of this Agreement or a Terminal Service Order, which breach has a material adverse effect on the other Party (with such material adverse effect being determined based on this Agreement and all Terminal Service Orders considered as a whole), and such breach is not excused by Force Majeure or cured within fifteen (15) Business Days after notice thereof (which notice shall... describe such breach in reasonable detail) is received by such Party (unless such failure is not commercially reasonably capable of being cured in such fifteen (15) Business Day period in which case such Party shall have commenced remedial action to cure such breach and shall continue to diligently and timely pursue the completion of such remedial action after such notice); or (ii) the Party (A) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Applicable Law, or has any such petition filed or commenced against it, (B) makes an assignment or any general arrangement for the benefit of creditors, (C) otherwise becomes bankrupt or insolvent (however evidenced) or (D) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets. If either Party is in default as described above, then (i) if Customer TAC is in default, TLO may or (ii) if TLO is in default, Customer TAC may: (A) terminate this Agreement and all applicable Terminal Service Orders upon notice to the defaulting Party; (B) withhold any payments due to the defaulting Party under this Agreement and the Terminal Service Orders; and/or (C) pursue any other remedy at law or in equity. 15 (b) Obligation to Cure. If a Party breaches any provision of this Agreement or a Terminal Service Order, which breach does not have a material adverse effect on the other Party, the breaching Party shall still have the obligation to cure such breach. 15 (c) Obligations at Termination. Unless otherwise mutually agreed by the Parties, within thirty (30) days of the termination or expiration of this Agreement, (i) Customer TAC shall promptly remove all of its removable Products from the Storage Facility and (ii) TLO shall remove the remaining Tank Heels and tank bottoms and deliver them to Customer TAC or Customer's TAC's designee. In the event all of the Product is not removed within such thirty (30) day period, Customer TAC shall be assessed a holdover storage fee, calculated on the same basis as the Storage Services Fee, to all Products held in storage more than thirty (30) days beyond the termination or expiration of this Agreement until such time Customer's TAC's entire Product is removed from the Tanks and the Storage Facility; provided, however, that Customer TAC shall not be assessed any storage fees associated with the removal of Product to the extent that Customer's TAC's ability to remove such Product is delayed or hindered by TLO, its agents, or contractors for any reason. View More

Termination. A Party shall be in default under this Agreement or any Terminal Service Order if: (i) the Party breaches any provision of this Agreement or a Terminal Service Order, which breach has a material adverse effect on the other Party (with such material adverse effect being determined based on this Agreement and all Terminal Service Orders considered as a whole), and such breach is not excused by Force Majeure or cured within fifteen (15) Business Days after notice thereof (which notice shall... describe such breach in reasonable detail) is received by such Party (unless such failure is not commercially reasonably capable of being cured in such fifteen (15) Business Day period in which case such Party shall have commenced remedial action to cure such breach and shall continue to diligently and timely pursue the completion of such remedial action after such notice); or (ii) the Party (A) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Applicable Law, or has any such petition filed or commenced against it, (B) makes an assignment or any general arrangement for the benefit of creditors, (C) otherwise becomes bankrupt or insolvent (however evidenced) or (D) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets. If either Party is in default as described above, then (i) if Customer TAC is in default, TLO may or (ii) if TLO is in default, Customer TAC may: (A) terminate this Agreement and all applicable Terminal Service Orders upon notice to the defaulting Party; (B) withhold any payments due to the defaulting Party under this Agreement and the Terminal Service Orders; and/or (C) pursue any other remedy at law or in equity. 15 (b) Obligation to Cure. If a Party breaches any provision of this Agreement or a Terminal Service Order, which breach does not have a material adverse effect on the other Party, the breaching Party shall still have the obligation to cure such breach. 15 (c) Obligations at Termination. Unless otherwise mutually agreed by the Parties, within thirty (30) days of the termination or expiration of this Agreement, (i) Customer TAC shall promptly remove all of its removable Products from the Storage Facility and (ii) TLO shall remove the remaining Tank Heels and tank bottoms and deliver them to Customer TAC or Customer's TAC's designee. In the event all of the Product is not removed within such thirty (30) day period, Customer TAC shall be assessed a holdover storage fee, calculated on the same basis as the Storage Services Fee, to all Products held in storage more than thirty (30) days beyond the termination or expiration of this Agreement until such time Customer's TAC's entire Product is removed from the Tanks and the Storage Facility; provided, however, that Customer TAC shall not be assessed any storage fees associated with the removal of Product to the extent that Customer's TAC's ability to remove such Product is delayed or hindered by TLO, its agents, or contractors for any reason. View More

Termination. This Warrant (and the right to purchase Warrant Stock securities upon exercise hereof) shall terminate upon the earliest to occur of the following (the "Expiration Date"): (a) the date that is four years after the Date of Issuance February __, 2020, (b) the sale, conveyance or disposal of all or substantially all of the Company's property or business or the Company's merger with or into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company) or any... other transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of (each a "Significant Transaction"), of, provided that this Section 6(b) 5(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company or to an equity financing in which the Company is the surviving corporation, or (c) the closing of a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act. In the event of a Significant Transaction, the Registered Holder shall thereafter be entitled to purchase the kind and amount of shares of stock and other securities and property (including cash) which the Registered Holder would have been entitled to receive had this Warrant been exercised immediately prior to the effective date of such Significant Transaction. View More

Termination. This Agreement shall terminate upon the distribution by the Escrow Agent of all of the Indemnification Escrow Shares in accordance with this Agreement; provided that the provisions of Sections 6 and 7 shall survive such termination.

Termination. This Agreement shall terminate upon the distribution by the Escrow Agent of all of the Indemnification Escrow Shares in accordance with this Agreement; provided that the provisions of Sections 6 6, 7 and 7 12 shall survive such termination.

Termination. This Agreement shall terminate upon the distribution by the Escrow Agent of all of the Indemnification Escrow Shares in accordance with this Agreement; provided that the provisions of Sections 5 and 6 and 7 shall survive such termination.

Termination. This Agreement, and all rights and obligations of the parties hereunder, shall terminate upon the first to occur (such date, the "Termination Date") of (a) the Effective Time, (b) an Adverse Recommendation Change made as a result of a Company Intervening Event, (c) the date on which the Merger Agreement is terminated in accordance with its terms, (c) upon the Company Board effecting a Company Board Recommendation Change pursuant to Section 6.4(b) of the Merger Agreement, (d) the entry without... the prior written consent of Stockholder into any amendment or modification to the Merger Agreement or any waiver of any of Parent's obligations under the Merger Agreement, in each case, that results in (i) a decrease in the Merger Consideration or (ii) a change in the form of Merger Consideration or (e) the mutual written agreement of the parties to terminate this Agreement. Agreement or (e) at the sole election of Stockholder following any amendment of or modification to the Merger Agreement with respect to any terms of the Merger Consideration, Article VIII (Conditions to the Merger) or any change to the Merger Agreement that would have a materially adverse impact on Stockholder. In the event of termination of this Agreement pursuant to this Section 5, 7, this Agreement will become null and void and of no effect with no liability on the part of any party hereto; provided, however, that (i) Section 6, this Section 7 and Section 9 shall survive any such termination, and (ii) no such termination will relieve any party hereto from any liability for any willful, knowing and material fraud or intentional breach of this Agreement occurring prior to such termination. View More

Termination. This Agreement, and all rights and obligations of the parties hereunder, shall terminate upon the first to occur of (a) the Effective Time, (b) the date on which the Merger Agreement is terminated in accordance with its terms, (c) upon the Company Board effecting a Company Board Recommendation Change pursuant to Section 6.4(b) of the Merger Agreement, (d) the entry without the prior written consent of any Stockholder into any amendment or modification to the Merger Agreement or any waiver of... any of Parent's obligations under the Merger Agreement, in each case, that results in (i) a decrease in the Merger Consideration or (ii) a change in the form of Merger Consideration Consideration, or (e) (d) the mutual written agreement of the parties to terminate this Agreement. Agreement (the "Expiration Date"). In the event of termination of this Agreement pursuant to this Section 5, this Agreement will become null and void and of no effect with no liability on the part of any party hereto; provided, however, that no such (A) the definitions in this Agreement, Section 5 and Section 8 shall each survive the termination will relieve any party hereto from any liability for any willful, knowing and material breach of this Agreement occurring and shall remain in full force and effect and (B) nothing set forth in this Section 5 or elsewhere in this Agreement shall relieve any Stockholder from any liability, or otherwise limit the liability, of any Stockholder for any Willful Breach by any Stockholder prior to such termination. For the avoidance of doubt, the representations and warranties herein shall not survive the termination of this Agreement. View More

Termination. This Agreement, and all rights and obligations of the parties hereunder, shall terminate upon the first to occur of (a) the Effective Time, (b) the date on which termination of the Merger Agreement is terminated in accordance with its terms, (c) upon the Company Board effecting a Company Board Recommendation Change pursuant to Section 6.4(b) of the Merger Agreement, (d) the entry without the prior written consent of Stockholder into any amendment or modification to the Merger Agreement or any... waiver of any of Parent's obligations under the Merger Agreement, in each case, that results in (i) a decrease in the Merger Consideration or (ii) a change in the form of Merger Consideration or (e) the mutual written agreement of the parties to terminate this Agreement. Agreement or (d) at the sole election of Stockholder following any amendment of or modification to the Merger Agreement with respect to any terms of the Merger Consideration, the allocation of the Merger Consideration between cash and stock, the closing conditions, any change to Section 7.15 of the Merger Agreement or any change to the Merger Agreement that would have a materially adverse impact on Stockholder. In the event of termination of this Agreement pursuant to this Section 5, 6, this Agreement will become null and void and of no effect with no liability on the part of any party hereto; provided, however, that Section 5, this Section 6, and Section 8 shall survive any such termination, and no such termination will relieve any party hereto from any liability for any willful, knowing and material fraud or intentional breach (as defined in the Merger Agreement) of this Agreement occurring prior to such termination. View More

Termination. This Agreement shall terminate upon the earliest to occur of (i) the Effective Time Closing and (ii) the date on which the Merger Investment Agreement is terminated in accordance with its terms.

Termination. This Agreement shall terminate upon the earliest to occur of (i) the Effective Time Closing and (ii) the date on which the Merger Purchase Agreement is terminated in accordance with its terms.

Termination. This Agreement shall terminate upon the earliest to occur of (i) the Effective Time and Time, (ii) the date on which the Merger Agreement is terminated in accordance with its terms. terms, and (iii) the date on which a Company Adverse Recommendation Change has been effected.

Termination. Upon the full payment of the Obligations and performance of the Note, Notes, this Agreement shall terminate and be of no further force and effect. Upon any such termination, Lender Secured Parties shall authenticate and deliver to Pledgor the Pledged Membership Interest Stock in their possession together with such documents as Pledgor may reasonably request to evidence such termination at Pledgor's expense.

Termination. Upon the full payment and performance of the Note, Notes (including without limitation the Note and all Additional Notes, if any, issued by Pledgor in favor of Lender), this Agreement shall terminate and be of no further force and effect. Upon any such termination, Lender shall authenticate and deliver to Pledgor the Pledged Membership Equity Interest together with such documents as Pledgor may reasonably request to evidence such termination at Pledgor's expense.

Termination. Upon At such time that the full payment and performance of Company's common stock is publicly trading on an Eligible Market (as defined in the Note, Note), this Agreement shall terminate and be of no further force and effect. Upon any such termination, Lender shall authenticate and deliver to Pledgor the Pledged Membership Interest Stock together with such documents as Pledgor may reasonably request to evidence such termination at Pledgor's expense.