Termination Clause Example with 4 Variations from Business Contracts
This page contains Termination clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Termination. (a) Either party shall have the right to terminate this Agreement upon delivery to the other party of advance written notice of such termination at least thirty (30) calendar days prior to the effective date of such termination (the effective date of termination, the “Termination Date”) at any time after the date of the second Annual Meeting following the date of this Agreement (the “Earliest Termination Date”); provided, however, that if the Company notifies the Investors and the... Investor Representative prior to the Earliest Termination Date that the Board will re-nominate the Investor Representative at the Company’s next Annual Meeting, then the Earliest Termination Date shall be automatically extended to the date of the next Annual Meeting that is not less than one (1) year following the date on which such notice is provided. Notwithstanding anything to the contrary in this Agreement: 9 (i) the obligations of the Investors pursuant to Sections 1, 2, 3, 4 and 5 shall terminate in the event that the Company materially breaches its obligations to the Investors pursuant to Sections 1, 4 or 5, or the representations and warranties in Section 10(b) and such breach (if capable of being cured) has not been cured within thirty (30) calendar days following written notice of such breach from the Investors, or, if impossible to cure within thirty (30) calendar days, the Company has not taken substantive action to correct within thirty (30) calendar days following written notice of such breach from the Investors; provided, however, that the obligations of the Investors pursuant to Section 5 shall terminate immediately in the event that the Company materially breaches its obligations to the Investors under Section 5; and (ii) the obligations of the Company to the Investors pursuant to Sections 1, 4 and 5 shall terminate in the event that (A) an Investor materially breaches its obligations in Sections 1, 2, 3, 4 or 5 or the representations and warranties in Section 10(a) or (B) the Investor Representative materially breaches its obligations under this Agreement or the Company’s Charter, By-Laws or Company Policies that are applicable to all directors (all as in effect prior to the facts giving rise to the alleged material breach), and such breach (if capable of being cured) has not been cured within thirty (30) calendar days following written notice of such breach, or, if impossible to cure within thirty (30) calendar days, the Investors or the Investor Representative, as applicable, has not taken substantive action to correct within thirty (30) calendar days following written notice of such breach from the Company; provided, however, that the obligations of the Company to the Investors pursuant to Section 5 shall terminate immediately in the event that an Investor materially breaches its obligations under Section 5. (b) If this Agreement is terminated in accordance with this Section 11, this Agreement shall forthwith become null and void, but no termination shall relieve a party from liability for any breach of this Agreement prior to such termination. (c) The Investor Representative shall immediately offer his resignation as a director of the Board upon the earlier of the following: (i) the Termination Date, (ii) the sale of Common Stock by Investors resulting in Investors’ net long aggregate ownership of the Common Stock falling below the Stock Ownership Minimum (determined in accordance with Section 1(e)), or (iii) upon the Investors’ failure to cure a material breach of this Agreement pursuant to Section 11(a)(ii). For the avoidance of doubt, the Board may accept or reject any such resignation offer in its sole discretion.View More
Variations of a "Termination" Clause from Business Contracts
Termination. (a) Either party shall have the right Unless otherwise mutually agreed to terminate in writing by each party, this Agreement upon delivery shall remain in effect until the date that is the earlier of (i) thirty (30) days prior to the other nomination deadline under the Bylaws in effect as of the date of this Agreement for the nomination of director candidates for election to the Board at the 2024 annual meeting of stockholders and (ii) in the event that any party of advance materially breaches i...ts obligations or representations and warranties hereunder, the date that is ten (10) calendar days following written notice of such termination at least thirty (30) breach from the non-breaching party, if such breach (if capable of being cured) has not been cured by such date, or, if impossible to cure within ten (10) calendar days prior days, such party has not taken substantive action to the effective correct by such date of such termination (the effective date of termination, the “Termination Date”) at any time after the date of the second Annual Meeting following the date of this Agreement (the “Earliest Termination Date”); provided, however, that if the Company notifies the Investors and the Investor Representative prior to the Earliest Termination Date that the Board will re-nominate the Investor Representative at the Company’s next Annual Meeting, then the Earliest Termination Date shall be automatically extended to the date of the next Annual Meeting that is not less than one (1) year following the date on which such notice is provided. Date”). Notwithstanding anything to the contrary in this Agreement: 9 (i) the obligations of the Investors Investor Group pursuant to Sections 1, 2, 3, 4 4, 5 and 5 6(c) shall terminate in the event that the Company materially breaches its obligations to the Investors Investor Group or any Investor pursuant to Sections 1, 4 or 5, or the representations and warranties in Section 10(b) 8(c) of this Agreement and such breach (if capable of being cured) has not been cured within thirty (30) ten (10) calendar days following written notice of such breach from the Investors, Investor Group, or, if impossible to cure within thirty (30) ten (10) calendar days, the Company has not taken substantive action to correct within thirty (30) ten (10) calendar days following written notice of such breach from the Investors; Investor Group; provided, however, that the obligations of the Investors Investor Group pursuant to Section 5 shall terminate immediately in the event that the Company materially breaches its obligations to the Investors Investor Group under Section 5; and (ii) the obligations of the Company to the Investors Investor Group or any Investor pursuant to Sections 1, 4 and 5 shall terminate in the event that (A) an the Investor Group or any Investor materially breaches its obligations in Sections 1, 2, 3, 4 4, 5, 6(c) or 5 8 or the representations and warranties in Section 10(a) or (B) the Investor Representative materially breaches its obligations under this Agreement or the Company’s Charter, By-Laws or Company Policies that are applicable to all directors (all as in effect prior to the facts giving rise to the alleged material breach), 8(a) and such breach (if capable of being cured) has not been cured within thirty (30) ten (10) calendar days following written notice of such breach, or, if impossible to cure within thirty (30) ten (10) calendar days, the Investors or the Investor Representative, as applicable, Group has not taken substantive action to correct within thirty (30) ten (10) calendar days following written notice of such breach from the Company; provided, however, that the obligations of the Company to the Investors Investor Group pursuant to Section 5 shall terminate immediately in the event that an the Investor Group materially breaches its obligations under Section 5. 7 (b) If this Agreement is terminated in accordance with this Section 11, 9, this Agreement shall forthwith become null and void, but no termination shall relieve a any party from liability for any breach of this Agreement prior to such termination. (c) The Investor Representative shall immediately offer his resignation as a director of the Board upon the earlier of the following: (i) the Termination Date, (ii) the sale of Common Stock by Investors resulting in Investors’ net long aggregate ownership of the Common Stock falling below the Stock Ownership Minimum (determined in accordance with Section 1(e)), or (iii) upon the Investors’ failure to cure a material breach Notwithstanding any termination of this Agreement pursuant to Agreement, the provisions of Section 11(a)(ii). For 11 shall survive the avoidance termination of doubt, the Board may accept or reject any such resignation offer in its sole discretion. this Agreement. View More
Termination. (a) Either Subject to Section 1(d), either party shall have the right to terminate this Agreement upon delivery to the other party of advance written notice of such termination at least thirty (30) five (5) calendar days prior to the effective date of such termination (the effective date of termination, the “Termination Date”) at any time after the date of the second Annual Meeting following the date of this Agreement (the “Earliest Termination Date”); provided, however, that if the Company noti...fies Termination Date may not be earlier than the Investors and the Investor Representative date that is thirty (30) calendar days prior to the Earliest notice deadline under the Bylaws for the nomination of director candidates for election to the Board at the 2022 Annual Meeting (the “Terminable Date”); provided, further, that the Termination Date that may not be in any time period between the notice deadline under the Bylaws for the nomination of director candidates for election to the Board will re-nominate the Investor Representative at the Company’s next Annual Meeting, then the Earliest Termination Date shall be automatically extended with respect to the date of the next any Annual Meeting that is not less than one (1) year following and the date on which conclusion of such notice is provided. Annual Meeting. Notwithstanding anything to the contrary in this Agreement: 9 (i) the obligations of the Investors pursuant to Sections 1, 2, 3, 4 and 5 shall terminate in the event that the Company materially breaches its obligations to the Investors pursuant to Sections 1, 4 or 5, or the representations and warranties in Section 10(b) and such breach (if capable of being cured) has not been cured within thirty (30) ten (10) calendar days following written notice of such breach from the Investors, or, if impossible to cure within thirty (30) ten (10) calendar days, the Company has not taken substantive action to correct within thirty (30) ten (10) calendar days following written notice of such breach from the Investors; provided, however, that any termination in respect of a breach of Section 4 shall require a 8 determination of a court of competent jurisdiction that the Company materially breached Section 4; provided, further, that the obligations of the Investors pursuant to Section 5 shall terminate immediately in the event that the Company materially breaches its obligations to the Investors under Section 5; and (ii) the obligations of the Company to the Investors pursuant to Sections 1, 4 and 5 shall terminate in the event that (A) an Investor materially breaches its obligations in Sections 1, 2, 3, 4 or 5 or the representations and warranties in Section 10(a) or (B) the Investor Representative Designee materially breaches its his obligations under this Agreement or the Company’s Charter, By-Laws Bylaws or Company Policies that are applicable to all directors (all as in effect prior to the facts giving rise to the alleged material breach), directors, and such breach (if capable of being cured) has not been cured within thirty (30) ten (10) calendar days following written notice of such breach, or, if impossible to cure within thirty (30) ten (10) calendar days, the Investors or the Investor Representative, Designee, as applicable, has not taken substantive action to correct within thirty (30) ten (10) calendar days following written notice of such breach from the Company; provided, however, that any termination in respect of a breach of Section 4 shall require a determination of a court of competent jurisdiction that an Investor materially breached Section 4; provided, further, that the obligations of the Company to the Investors pursuant to Section 5 shall terminate immediately in the event that an Investor materially breaches its obligations under Section 5. (b) If this Agreement is terminated in accordance with this Section 11, this Agreement shall forthwith become null and void, but no termination shall relieve a party from liability for any breach of this Agreement prior to such termination. (c) The Investor Representative shall immediately offer his resignation as a director of the Board upon the earlier of the following: (i) the Termination Date, (ii) the sale of Common Stock by Investors resulting in Investors’ net long aggregate ownership of the Common Stock falling below the Stock Ownership Minimum (determined in accordance with Section 1(e)), or (iii) upon the Investors’ failure to cure a material breach of this Agreement pursuant to Section 11(a)(ii). For the avoidance of doubt, the Board may accept or reject any such resignation offer in its sole discretion.View More
Termination. (a) Either Subject to Section 1(e), either party shall have the right to terminate this Agreement upon delivery to the other party of advance written notice of such termination at least thirty (30) five (5) calendar days prior to the effective date of such termination (the effective date of termination, the “Termination Date”) at any time after the date of the second Annual Meeting following the date of this Agreement (the “Earliest Termination Date”); provided, however, that if the Company noti...fies Termination Date may not be earlier than the Investors and the Investor Representative date that is thirty (30) calendar days prior to the Earliest notice deadline under the Bylaws for the nomination of director candidates for election to the Board at the 2021 Annual Meeting (the “Terminable Date”); provided, further, that the Termination Date that may not be in any time period between the notice deadline under the Bylaws for the nomination of director candidates for election to the Board will re-nominate the Investor Representative at the Company’s next Annual Meeting, then the Earliest Termination Date shall be automatically extended with respect to the date of the next any Annual Meeting that is not less than one (1) year following and the date on which conclusion of such notice is provided. Annual Meeting. Notwithstanding anything to the contrary in this Agreement: 9 (i) the obligations of the Investors pursuant to Sections 1, 2, 3, 4 and 5 shall terminate in the event that the Company materially breaches its obligations to the Investors pursuant to Sections 1, 4 or 5, or the representations and warranties in Section 10(b) 9(b) and such breach (if capable of being cured) has not been cured within thirty (30) ten (10) calendar days following written notice of such breach from the Investors, or, if impossible to cure within thirty (30) ten (10) calendar days, the Company has not taken substantive action to correct within thirty (30) ten (10) calendar days following written notice of such breach from the Investors; provided, however, that any termination in respect of a breach of Section 4 shall require a determination of a court of competent jurisdiction that the Company materially breached Section 4; provided, further, that the obligations of the Investors pursuant to Section 5 shall terminate immediately in the event that the Company materially breaches its obligations to the Investors under Section 5; and 9 (ii) the obligations of the Company to the Investors pursuant to Sections 1, 4 and 5 shall terminate in the event that (A) an Investor materially breaches its obligations in Sections 1, 2, 3, 4 4, 5 or 5 7 or the representations and warranties in Section 10(a) 9(a) or (B) the an Investor Representative Designee materially breaches its obligations under this Agreement or the Company’s Charter, By-Laws Bylaws or Company Policies that are applicable to all directors (all as in effect prior to the facts giving rise to the alleged material breach), directors, and such breach (if capable of being cured) has not been cured within thirty (30) ten (10) calendar days following written notice of such breach, or, if impossible to cure within thirty (30) ten (10) calendar days, the Investors or the such Investor Representative, Designee, as applicable, has not taken substantive action to correct within thirty (30) ten (10) calendar days following written notice of such breach from the Company; provided, however, that any termination in respect of a breach of Section 4 shall require a determination of a court of competent jurisdiction that an Investor materially breached Section 4; provided, further, that the obligations of the Company to the Investors pursuant to Section 5 shall terminate immediately in the event that an Investor materially breaches its obligations under Section 5. (b) If this Agreement is terminated in accordance with this Section 11, 10, this Agreement shall forthwith become null and void, but no termination shall relieve a party from liability for any breach of this Agreement prior to such termination. (c) The Investor Representative shall immediately offer his resignation as a director of the Board upon the earlier of the following: (i) the Termination Date, (ii) the sale of Common Stock by Investors resulting in Investors’ net long aggregate ownership of the Common Stock falling below the Stock Ownership Minimum (determined in accordance with Section 1(e)), or (iii) upon the Investors’ failure to cure a material breach of this Agreement pursuant to Section 11(a)(ii). For the avoidance of doubt, the Board may accept or reject any such resignation offer in its sole discretion.View More
Termination. (a) Either party shall have the right to terminate this Agreement upon delivery to the other party of advance written notice of such termination at least thirty (30) calendar days prior to the effective date of such termination (the effective date of termination, the “Termination Date”) at any time after the date of the second Annual Meeting following the date of this Agreement (the “Earliest Termination Date”); provided, however, that if the Company notifies the Investors and the Investor Repre...sentative prior to the Earliest Termination Date that the Board will re-nominate the Investor Representative at the Company’s next Annual Meeting, then the Earliest Termination Date shall be automatically extended to the date of the next Annual Meeting that is not less than one (1) year following the date on which such notice is provided. Agreement. Notwithstanding anything to the contrary in this Agreement: 9 (i) the obligations of the Investors pursuant to Sections 1, 2, 3, 4 4, 5 and 5 6 shall terminate in the event that the Company materially breaches its obligations to the Investors pursuant to Sections 1, 4 2, 5 or 5, or the representations and warranties in Section 10(b) 6, and such breach (if capable of being cured) has not been cured within thirty (30) calendar days following written notice of such breach from the Investors, or, if impossible to cure within thirty (30) calendar days, the Company has not taken substantive action to correct within thirty (30) calendar days following written notice of such breach from the Investors; provided, however, that the obligations of the Investors pursuant to Section 5 6 shall terminate immediately in the event that the Company materially breaches its obligations to the Investors under Section 5; 6; and 3 (ii) the obligations of the Company to the Investors pursuant to Sections 1, 4 2, 5 and 5 6 shall terminate in the event that (A) an Investor materially breaches its obligations in Sections 1, 2, 3, 4 or 4, 5 or the representations and warranties in Section 10(a) 6 or (B) the Investor Representative Mr. Daseke materially breaches its his obligations under this Agreement or the Company’s Charter, By-Laws or Company Policies that are applicable to all directors (all as in effect prior to the facts giving rise to the alleged material breach), and such breach (if capable of being cured) has not been cured within thirty (30) calendar days following written notice of such breach, or, if impossible to cure within thirty (30) calendar days, the Investors or the Investor Representative, Mr. Daseke, as applicable, has not taken substantive action to correct within thirty (30) calendar days following written notice of such breach from the Company; provided, however, that the obligations of the Company to the Investors pursuant to Section 5 6 shall terminate immediately in the event that an Investor materially breaches its obligations under Section 5. 6; provided, further, that the obligations of the Company to the Investors pursuant to Section 2(e) shall terminate immediately in the event that Mr. Daseke breaches any of his obligations under Section 2(e) (for the avoidance of doubt, such a breach shall not affect the obligations of the Investors under any other provision of this Agreement); provided, further, that the obligations of the Company to the Investors under this Agreement shall terminate immediately in the event that the Investors sell or otherwise transfer their shares of Common Stock in any transaction that would result in the Investors’ net long aggregate ownership of the Common Stock falling below thirty percent (30%) of the Investors’ net long aggregate ownership of the Common Stock as of the date of this Agreement (as adjusted for stock splits, combinations, reclassifications and other similar proportional adjustments) (the “Stock Ownership Minimum”) without the prior written approval of the Board; provided, further, that the Investors shall consult with the Company, and the Company shall provide prompt commercially reasonable assistance, in each case in connection with any sale or other transfer by the Investors of their shares of Common Stock in any transaction that would not result in the Investors’ net long aggregate ownership of the Common Stock falling below the Ownership Minimum. (b) If this Agreement is terminated in accordance with this Section 11, 7, this Agreement shall forthwith become null and void, but no termination shall relieve a party from liability for any breach of this Agreement prior to such termination. (c) The Investor Representative shall immediately offer his resignation as a director of the Board upon the earlier of the following: (i) the Termination Date, (ii) the sale of Common Stock by Investors resulting in Investors’ net long aggregate ownership of the Common Stock falling below the Stock Ownership Minimum (determined in accordance with Section 1(e)), or (iii) upon the Investors’ failure to cure a material breach of this Agreement pursuant to Section 11(a)(ii). For the avoidance of doubt, the Board may accept or reject any such resignation offer in its sole discretion.View More
