Common use of Termination of Certain Agreements Clause in Contracts

Termination of Certain Agreements. Without limiting the provisions of Section 12.2, The Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Organizational Documents or any agreement described in clause (a) above with respect to the Transactions and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions and the Ancillary Documents.

Appears in 2 contracts

Sources: Business Combination Agreement (Jupiter Wellness Acquisition Corp.), Business Combination Agreement (Deep Medicine Acquisition Corp.)

Termination of Certain Agreements. Without limiting the provisions of Section 12.2, The the Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Documents.

Appears in 2 contracts

Sources: Business Combination Agreement (Proficient Alpha Acquisition Corp), Business Combination Agreement (Proficient Alpha Acquisition Corp)

Termination of Certain Agreements. Without limiting the provisions of Section 12.211.2, The the Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties Parties to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 1 contract

Sources: Business Combination Agreement (Hainan Manaslu Acquisition Corp.)

Termination of Certain Agreements. Without limiting the provisions of Section 12.2, The the Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company’s capital shares, including the Amended and Restated Shareholders Agreement, dated as of May 7, 2013, as amended (the “Company Shareholders Agreement”), by and among the Company and the shareholders of the Company named therein, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Shareholders Agreement or the Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Documents.

Appears in 1 contract

Sources: Business Combination Agreement (Draper Oakwood Technology Acquisition Inc.)

Termination of Certain Agreements. Without limiting the provisions of Section 12.27.9, The the Company Group hereby agrees, and shall procure that the Sellers hereby agree Shareholders agree, that, effective at the Closing, (ai) any shareholders, voting or similar agreement among the Company and any of the Sellers Shareholders or among the Sellers Shareholders with respect to the Company’s capital shares, and (bii) any registration rights agreement between the Company and its shareholdersthe Shareholders, in each case of clauses (ai) and (bii), shall automatically, and without any further action by any of the Partiesparties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive waives, and shall procure that the Shareholders waive, any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (ai) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary DocumentsAdditional Agreements, and any failure of the parties to comply with the terms thereof in connection with the Transactions transactions contemplated by this Agreement and the Ancillary DocumentsAdditional Agreements.

Appears in 1 contract

Sources: Merger Agreement (International Media Acquisition Corp.)

Termination of Certain Agreements. Without limiting the provisions of Section 12.211.2, The each of the Company and the Sellers hereby agree agrees that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company’s capital shares, and (b) any registration rights agreement between the Company and its shareholdersthe Sellers, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the PartiesPerson, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive waives any obligations of the parties Company or the Sellers under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions and the Ancillary DocumentsTransactions, and any failure of the parties Company or the Sellers to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 1 contract

Sources: Business Combination Agreement (Compass Digital Acquisition Corp.)

Termination of Certain Agreements. Without limiting the provisions of Section 12.2, The Company and the Sellers hereby agree that, effective at the Closing, other than any Additional Agreements, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Partiesparties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above or (b) of this Section 3.3 with respect to the Transactions transactions contemplated by this Agreement and the Ancillary DocumentsAdditional Agreements, and any failure of the parties to comply with the terms thereof in connection with the Transactions transactions contemplated by this Agreement and the Ancillary DocumentsAdditional Agreements.

Appears in 1 contract

Sources: Business Combination Agreement (Inception Growth Acquisition LTD)

Termination of Certain Agreements. Without limiting the provisions of Section 12.28.1, The the Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company’s capital sharesshare capital, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions and the Ancillary Documents, and any failure of the parties Parties to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 1 contract

Sources: Share Exchange Agreement (Onconetix, Inc.)

Termination of Certain Agreements. Without limiting the provisions of Section 12.2, The the Company and the Sellers Seller hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers Seller or among the Sellers Seller with respect to the Company’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each the Seller and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Documents.

Appears in 1 contract

Sources: Business Combination Agreement (East Stone Acquisition Corp)

Termination of Certain Agreements. Without limiting the provisions of Section 12.211.2, The the Company and the Sellers each Seller hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller the Sellers and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions and the Ancillary DocumentsTransactions, and any failure of the parties to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 1 contract

Sources: Business Combination Agreement (East Stone Acquisition Corp)

Termination of Certain Agreements. Without limiting the provisions of Section 12.28.1, The the Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions and the Ancillary Documents, and any failure of the parties Parties to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 1 contract

Sources: Share Exchange Agreement (ReTo Eco-Solutions, Inc.)

Termination of Certain Agreements. Without limiting the provisions of Section 12.2, The the Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers with respect to the Company’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties to comply with the terms thereof of the Company’s Organizational Documents or any agreement in clauses (a) and (b) above in connection with the Transactions and the Ancillary Documents.

Appears in 1 contract

Sources: Business Combination Agreement (Edoc Acquisition Corp.)

Termination of Certain Agreements. Without limiting the provisions of Section 12.211.2, The the Company and the Sellers hereby agree that, effective at the Closing, (a) any shareholders, voting or similar agreement among the Company and any of the Sellers or among the Sellers (other than as set forth in Schedule 2.5) with respect to the Company’s capital shares, and (b) any registration rights agreement between the Company and its shareholders, in each case of clauses (a) and (b), shall automatically, and without any further action by any of the Parties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Company’s Organizational Documents or any agreement described in clause (a) above with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties Parties to comply with the terms thereof in connection with the Transactions and the Ancillary DocumentsTransactions.

Appears in 1 contract

Sources: Business Combination Agreement (Evo Acquisition Corp)

Termination of Certain Agreements. Without limiting the provisions of Section 12.26.6, The Company and the Sellers parties hereby agree that, effective at the ClosingEffective Time, (ai) any shareholders, voting or similar shareholders agreement among the Company and any of the Sellers or among the Sellers with respect to the Company’s capital sharesstock, including the Shareholder Agreement, dated as of August 11, 2011, as amended (the “Shareholder Agreement”), by and among the Company and the shareholders of the Company named therein, and (bii) any registration rights agreement between the Company and its shareholders, in each case of clauses (ai) and (bii), shall automatically, and without any further action by any of the Partiesparties, terminate in full and become null and void and of no further force and effect. Further, each Seller and the Company hereby waive any obligations of the parties under the Company Organizational Documents or any agreement described in clause (a) above Shareholder Agreement with respect to the Transactions transactions contemplated by this Agreement and the Ancillary Documents, and any failure of the parties to comply with the terms thereof in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Documents.

Appears in 1 contract

Sources: Merger Agreement (Efactor Group Corp.)