Term Contract Clauses (8,450)

Grouped Into 443 Collections of Similar Clauses From Business Contracts

This page contains Term clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Term. The appointment is subject to the Board of Directors determining, both initially and from time to time, that the Director meets the definition of "independent" under the applicable rules of the SEC and the market on which the Company's shares are traded or listed for quotation. The term of this Agreement shall commence as of the date hereof and shall continue until December 31, 2015 or his earlier death, incapacity, removal or resignation; provided, however, that this Agreement shall automatical...ly continue for successive one (1) year terms beginning each December 31 unless terminated in accordance with the terms hereof. The Board of Directors or a designated committee thereof shall have the discretion to nominate or decline to nominate the Director for election at each annual or applicable special meeting of the Company's stockholders, and the failure to nominate the Director as, if and when such nominations are made shall be deemed a termination of this Agreement for purposes of Section 8 hereof. 1 3. COMPENSATION. Subject to the approvals by the Compensation Committee or the Board of Directors, for all duties and services to be performed by the Director hereunder, the Director may be entitled to earn cash fees under guidelines and rules established by the Company from time to time for compensating non-employee directors for serving on, and attending meetings of, committees of its Board of Directors and the boards of directors of its subsidiaries. In addition to the cash fees described above, the Company may grant the Director options to purchase or restricted shares of the Company's common stock (collectively, the "Shares") under the Company's director compensation plans adopted from time to time. No registration rights are hereby granted with respect to the Shares. Initial compensation for the Lead Outside Director will consist of: 1) 8,500,000 Stock Options per year of Service, vesting over 2 years according to the following schedule: a. 2,833,333 Stock Options upon acceptance b. 2,833,333 Stock Options after 12 months c. 2,833,334 Stock Options after 24 months 2) 6,375,000 Stock Options as a one-time grant for extraordinary service to the company, vesting over 2 years according to the following schedule: a. 2,125,000 Stock Options upon acceptance b. 2,125,000 Stock Options after 12 months c. 2,125,000 Stock Options after 24 months 4. MARKET STAND-OFF AGREEMENT. In the event of a public or private offering of the Company's securities and upon request of the Company, the underwriters or placement agents placing the offering of the Company's securities, the Director agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the Shares other than those included in the registration, without the prior written consent of the Company or such underwriters, as the case may be, for such period of time from the effective date of such registration as may be requested by the Company or such placement agent or underwriter. View More
Term. The appointment is subject to the Board of Directors determining, both initially and from time to time, that the Director meets the definition of "independent" under the applicable rules of the SEC and the market on which the Company's shares are traded or listed for quotation. The term of this Agreement shall commence as of the date hereof and shall continue until December 31, 2015 or his earlier death, incapacity, removal or resignation; provided, however, that this Agreement shall automatical...ly continue for successive one (1) year terms beginning each December 31 unless terminated in accordance with the terms hereof. The Board of Directors or a designated committee thereof shall have the discretion to nominate or decline to nominate the Director for election at each annual or applicable special meeting of the Company's stockholders, and the failure to nominate the Director as, if and when such nominations are made shall be deemed a termination of this Agreement for purposes of Section 8 hereof. 1 3. COMPENSATION. Subject to the approvals by the Compensation Committee or the Board of Directors, for all duties and services to be performed by the Director hereunder, the Director may be entitled to earn cash fees under guidelines and rules established by the Company from time to time for compensating non-employee directors for serving on, and attending meetings of, committees of its Board of Directors and the boards of directors of its subsidiaries. In addition to the cash fees described above, the Company may grant the Director options to purchase or restricted shares of the Company's common stock (collectively, the "Shares") under the Company's director compensation plans adopted from time to time. No registration rights are hereby granted with respect to the Shares. Initial compensation for the Lead Outside Director will consist of: 1) 8,500,000 6,375,000 Stock Options per year of Service, vesting over 2 years according to the following schedule: a. 2,833,333 Stock Options upon acceptance b. 2,833,333 Stock Options after 12 months c. 2,833,334 Stock Options after 24 months 2) 6,375,000 Stock Options as a one-time grant for extraordinary service to the company, vesting over 2 years according to the following schedule: a. 2,125,000 Stock Options upon acceptance b. 2,125,000 Stock Options after 12 months c. 2,125,000 Stock Options after 24 months 4. MARKET STAND-OFF AGREEMENT. In the event of a public or private offering of the Company's securities and upon request of the Company, the underwriters or placement agents placing the offering of the Company's securities, the Director agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the Shares other than those included in the registration, without the prior written consent of the Company or such underwriters, as the case may be, for such period of time from the effective date of such registration as may be requested by the Company or such placement agent or underwriter. View More
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Term. The initial term of this Agreement shall begin on 1st September, 2011, and shall continue until December 31, 2012, unless terminated prior thereto pursuant to Paragraph 7 below (the "Initial Term"). At the expiration of the Initial Term, the Term of this Agreement shall automatically renew for successive one (1) month periods (the Initial Term, all such renewal periods and the Transition Period (as defined below), the "Term") unless written notice of non-renewal is provided by one party to the o...ther at least ten (10) days prior to the applicable renewal date. View More
Term. The initial term of this Agreement shall begin on 1st September, January 11, 2011, and shall continue until December 31, 2012, 2011, unless terminated prior thereto pursuant to Paragraph 7 below (the "Initial Term"). At the expiration of the Initial Term, the Term of this Agreement shall automatically renew for successive one (1) month periods (the Initial Term, all such renewal periods and the Transition Period (as defined below), the "Term") unless written notice of non-renewal is provided by ...one party to the other at least ten (10) days prior to the applicable renewal date. If at any time during the Term of this Agreement, the Company hires an individual to serve as Chief Medical Officer, the Consultant hereby agrees to continue to provide Services under this Agreement for one (1) month from the date of such hiring (the "Transition Period"). View More
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Term. You may not exercise your Option after its term expires. Subject to the provisions of the Plan and this Agreement, you may exercise all or any part of the vested portion of your Option at any time prior to the earliest to occur of: (a) the date on which you breach any of the restrictive covenants set forth in Section 15 below; (b) the date on which a Change in Control occurs; or (c) the Expiration Date indicated in the Grant Notice.
Term. You may not exercise your Option before the commencement of its term on the Date of Grant or after its term expires. Subject to the provisions of the Plan and this Agreement, you may exercise all or any part of the vested portion of your Option at any time prior to the earliest to occur of: (a) the date on which your service with the Company and its Affiliates is terminated for Cause or the date on which you breach any of the restrictive covenants set forth in Section 15 below; or (b) the date o...n which a Change in Control occurs; or (c) the Expiration Date indicated in the Grant Notice. View More
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Term. You may not exercise your Option after its term expires. Subject to the provisions of the Plan and this Agreement, you may exercise all or any part of the vested portion of your Option at any time prior to the earliest to occur of: (a) the date on which you breach any of the restrictive covenants set forth in Section 15 below; (b) the date on which your service with the Company and its Affiliates is terminated by the Company or its Affiliates on account of either: (i) conviction of any felony in...volving moral turpitude or affecting the Company or its Affiliates; (ii) any refusal to carry out a reasonable directive of the Chief Executive Officer of the Company or the Board which is related to the business of the Company or its Affiliates and may be lawfully performed; (iii) embezzlement of funds or assets of the Company or its Affiliates; (iv) material breach of the Participant's fiduciary duties or duty of care to the Company or its Affiliates, including without limitation disclosure of confidential information of the Company or its Affiliates or breach of non-competition or non-use obligations; (v) any conduct (other than conduct in good faith) reasonably determined by the Board to be materially detrimental to the Company or its Affiliates; or (vi) breach of a material provision in his employment agreement which has not been corrected within 15 days of written notice ("Cause"); (c) one hundred eighty (180) days after your service with the Company and its Affiliates is terminated on or after age 65 with at least 5 years of continuous service at a time when your employment could not have been terminated for Cause; (d) twelve (12) months after your service with the Company and its Affiliates is terminated due to your death or your complete and permanent inability, due to illness or injury, to perform your normal duties, in each case as determined by the Board based on medical evidence acceptable to it; (e) ninety (90) days after your service with the Company and its Affiliates is terminated by you or by the Company or its Affiliates for reason other than as set forth in Section 5(b), Section 5(c) and Section 5(d) of the Stock Option Agreement; or (f) the Expiration Date indicated in the Grant Notice. View More
Term. You may not exercise your Option after its term expires. Subject to the provisions of the Plan and this Agreement, you may exercise all or any part of the vested portion of your Option at any time prior to the earliest to occur of: (a) the date on which you breach any of the restrictive covenants set forth in Section 15 below; (b) the date on which your service with the Company and its Affiliates is terminated by the Company or its Affiliates on account of either: (i) conviction of any felony in...volving moral turpitude or affecting the Company or its Affiliates; (ii) any refusal to carry out a reasonable directive of the Chief Executive Officer of the Company or the Board which is related to the business of the Company or its Affiliates and may be lawfully performed; (iii) embezzlement of funds or assets of the Company or its Affiliates; (iv) material breach of the Participant's fiduciary duties or duty of care to the Company or its Affiliates, including without limitation disclosure of confidential information of the Company or its Affiliates or breach of non-competition or non-use obligations; (v) any conduct (other than conduct in good faith) reasonably determined by the Board to be materially detrimental to the Company or its Affiliates; or (vi) breach of a material provision in his employment agreement which has not been corrected within 15 days of written notice ("Cause"); or (c) one hundred eighty (180) days after your service with the Company and its Affiliates is terminated on or after age 65 with at least 5 years of continuous service at a time when your employment could not have been terminated for Cause; (d) twelve (12) months after your service with the Company and its Affiliates is terminated due to your death or your complete and permanent inability, due to illness or injury, to perform your normal duties, in each case as determined by the Board based on medical evidence acceptable to it; (e) ninety (90) days after your service with the Company and its Affiliates is terminated by you or by the Company or its Affiliates for reason other than as set forth in Section 5(b), Section 5(c) and Section 5(d) of the Stock Option Agreement; or (f) the Expiration Date indicated in the Grant Notice. View More
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Term. Unless earlier terminated, subject to Section 8 hereof, the Executive's employment will be for an initial term commencing upon the Effective 1 Date and ending on October 1, 2018 (the "Employment Term"), subject to renewal, the terms of which will be negotiated in good faith and agreed upon by both Parties, no less than six months prior to the end of the Employment Term. Without limiting the generality or effect of the foregoing, the Executive will, if applicable, provide the Company with written... notice of the Executive's intent to terminate employment with the Company at least 90 days prior to the effective date of such termination, unless the Supervisor determines in its sole and absolute discretion to shorten any such notice period. The Supervisor may elect to pay the Executive in lieu of any such notice period. View More
Term. Unless earlier terminated, subject to Section 8 hereof, the Executive's employment will be for an initial term commencing upon the Effective 1 Date and ending on October 1, December 17, 2018 (the "Employment Term"), subject to renewal, the terms of which will be negotiated in good faith and agreed upon by both Parties, no less than six months prior to the end of the Employment Term. 1 Without limiting the generality or effect of the foregoing, the Executive will, if applicable, provide the Compa...ny with written notice of the Executive's intent to terminate employment with the Company at least 90 days prior to the effective date of such termination, unless the Supervisor determines in its sole and absolute discretion to shorten any such notice period. The Supervisor may elect to pay the Executive in lieu of any such notice period. View More
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Term. (a) The term of this Agreement shall commence on the date hereof and, unless terminated earlier in accordance with Section 12, expire on the latest end date specified in Exhibit 1 (the "Term"). Thereafter, if WIN desires and CSL agrees to continue to perform any of the Services after the Term has expired, the parties shall negotiate in good faith to determine an amount that compensates CSL for all of its costs for such performance. The Services so performed by CSL after the expiration of the Ter...m shall continue to constitute Services under this Agreement and be subject in all respects to the provisions of this Agreement for the duration of the agreed-upon extension period. (b) CSL shall (or shall cause its Affiliates to) provide each Service for the period commencing on the date hereof and ending on the earlier to occur of (i) the expiration of the Term, (ii) the Parties mutually agree in writing that such Service is no longer required to be provided by CSL or its Affiliates, or (iii) the date upon which the trigger event for termination occurs for such Service as set forth in the Services Attachment, subject to earlier termination of this Agreement or termination of all or a portion of the Services, as set forth in Section 12 hereof. 3 Notwithstanding the foregoing, WIN shall (and shall cause its Affiliates to) use commercially reasonable efforts to transition the Services to another, non-transitional provider as quickly as practicable or, as applicable, to cause WIN and/or its Affiliates to provide the Services. View More
Term. (a) The term of this Agreement shall commence on the date hereof and, unless terminated earlier in accordance with Section 12, expire on the latest end date specified in Exhibit 1 (the "Term"). Thereafter, if WIN CSL desires and CSL WIN agrees to continue to perform any of the Services after the Term has expired, the parties shall negotiate in good faith to determine an amount that compensates CSL WIN for all of its costs for such performance. However, should WIN fail to complete performance of ...any billing and/or collection Service(s), including the logical billing database separation, within the Term identified in Exhibit 1 for such Service(s), and such failure does not result from the actions or inactions of CSL or a force majeure event (as defined in Section 16 herein), the Term for such incomplete Service(s) shall be extended to accommodate complete performance without additional charge to CSL. The Services so performed by CSL WIN after the expiration of the Term shall continue to constitute Services under this Agreement and be subject in all respects to the provisions of this Agreement for the duration of the agreed-upon extension period. (b) CSL WIN shall (or shall cause its Affiliates to) provide each Service for the period commencing on the date hereof and ending on the earlier to occur of (i) the expiration of the Term, (ii) the Parties mutually agree in writing that such Service is no longer required to be provided by CSL WIN or its Affiliates, or (iii) the date upon which the trigger event for termination occurs for such Service as set forth in the Services Attachment, subject to earlier termination of this Agreement or termination of all or a portion of the Services, as set forth in Section 12 hereof. 3 Notwithstanding the foregoing, WIN CSL shall (and shall cause its Affiliates to) use commercially reasonable efforts to transition the Services to another, non-transitional provider as quickly as practicable or, as applicable, to cause WIN CSL and/or its Affiliates to provide the Services. View More
Term. (a) The term of this Agreement shall commence on the date hereof and, unless terminated earlier in accordance with Section 12, expire on the latest end date specified in Exhibit 1 (the "Term"). Thereafter, if WIN CSL desires and CSL WIN agrees to continue to perform any of the Services after the Term has expired, the parties shall negotiate in good faith to determine an amount that compensates CSL WIN for all of its costs for such performance. However, should WIN fail to complete performance of ...any billing and/or collection Service(s), including the logical billing database separation, within the Term identified in Exhibit 1 for such Service(s), and such failure does not result from the actions or inactions of CSL or a force majeure event (as defined in Section 16 herein), the Term for such incomplete Service(s) shall be extended to accommodate complete performance without additional charge to CSL. The Services so performed by CSL WIN after the expiration of the Term shall continue to constitute Services under this Agreement and be subject in all respects to the provisions of this Agreement for the duration of the agreed-upon extension period. (b) CSL WIN shall (or shall cause its Affiliates to) provide each Service for the period commencing on the date hereof and ending on the earlier to occur of (i) the expiration of the Term, (ii) the Parties mutually agree in writing that such Service is no longer required to be provided by CSL WIN or its Affiliates, or (iii) the date upon which the trigger event for termination occurs for such Service as set forth in the Services Attachment, subject to earlier termination of this Agreement or termination of all or a portion of the Services, as set forth in Section 12 hereof. 3 Notwithstanding the foregoing, WIN CSL shall (and shall cause its Affiliates to) use commercially reasonable efforts to transition the Services to another, non-transitional provider as quickly as practicable or, as applicable, to cause WIN CSL and/or its Affiliates to provide the Services. View More
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Term. This Agreement shall be effective for a term commencing on the date hereof and, subject to termination under Section 5, expiring on December 31, 2014 (the "Employment Period"). Notwithstanding the previous sentence, this Agreement, the Employment Period and the employment of the Employee hereunder shall be automatically extended for successive one year periods upon the terms and conditions set forth herein, with the first such automatic extension occurring on December 31, 2014, and on each Decem...ber 31st thereafter, unless either party to this Agreement gives the other party written notice (in accordance with Section 14) within the ninety (90) day period prior to December 31, 2014 (or the relevant December 31st thereafter, as applicable) of such party's intention that the Employment Period shall expire at the close of business on the last day of the then current Employment Period, whereupon, unless earlier terminated in accordance with the provisions of this Agreement, the Employment Period shall expire and this Agreement shall cease to have any further force or effect in respect of any period thereafter. For purposes of this Agreement, any reference to the "term" of this Agreement shall include the original term and any extension thereof. View More
Term. This Agreement shall be effective for a term commencing on the date hereof and, subject to termination under Section 5, 8, expiring on December 31, 2014 2016 (the "Employment Period"). Notwithstanding the previous sentence, this Agreement, the Employment Period and the employment of the Employee Executive hereunder shall be automatically extended for successive one year periods upon the terms and conditions set forth herein, with the first next such automatic extension occurring on December 31, ...2014, 2016, and on each December 31st thereafter, unless either party to this Agreement gives the other party written notice (in accordance with Section 14) 18) within the ninety (90) day period prior to December 31, 2014 2015 (or the relevant December 31st thereafter, as applicable) of such party's intention that the Employment Period shall expire at the close of business on the last day of the then current Employment Period, whereupon, unless earlier terminated in accordance with the provisions of this Agreement, the Employment Period shall expire and this Agreement shall cease to have any further force or effect in respect of any period thereafter. For purposes of this Agreement, any reference to the "term" of this Agreement shall include the original term and any extension thereof. View More
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Term. The term of this Agreement commenced on September 1, 2014, and shall continue in full force and effect through the earlier of completion of the Contractor's duties under this Agreement or August 31, 2015, (the "Term"). The Agreement may only be extended thereafter by mutual written agreement.
Term. The term of this Agreement commenced shall commence on September 1, 2014, and shall continue in full force and effect through the earlier of completion of the Contractor's duties under this Agreement or August 31, 2015, (the "Term"). The Agreement may only be extended thereafter by mutual written agreement.
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Term. Unless otherwise specified on Exhibit 3 attached hereto, if any (the absence of such exhibit indicating that no such exhibit was intended), this ISO shall expire as provided in Section 6.1.12 of the Plan.
Term. Unless otherwise specified on Exhibit 3 attached hereto, if any (the absence of such exhibit indicating that no such exhibit was intended), this ISO NQO shall expire as provided in Section 6.1.12 of the Plan.
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Term. The term of employment under this Agreement began on the Effective Date and shall continue until February 29, 2016, subject to prior termination in accordance with the terms hereof (the "Initial Term"). The Initial Term shall be automatically extended for successive additional periods of one (1) year (each such one-year period, an "Additional Term"), unless either party shall have given written notice to the other party of non-extension at least sixty (60) days prior to the end of the Initial Te...rm or the then applicable Additional Term (any period during which Executive is employed hereunder collectively, the "Employment Term"). View More
Term. The term of employment under this Agreement began on the Effective Date and shall continue until February 29, October 31, 2016, subject to prior termination in accordance with the terms hereof (the "Initial Term"). The Initial Term shall be automatically extended for successive additional periods of one (1) year (each such one-year period, an "Additional Term"), unless either party shall have given written notice to the other party of non-extension at least sixty (60) days prior to the end of th...e Initial Term or the then applicable Additional Term (any period during which Executive is employed hereunder collectively, the "Employment Term"). View More
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