Grouped Into 396 Collections of Similar Clauses From Business Contracts
This page contains Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination. At such time as all of the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been finally paid and satisfied in full and the Commitments have been irrevocably terminated, this Agreement shall terminate and Agent shall, upon written request and at the expense of Guarantor, execute and deliver to Guarantor all documents and other instruments as may be necessary or proper to evidence the termination of Agent's security interest in the ...Collateral and Agent shall return to Guarantor any Collateral then in Agent's possession.View More
Termination. At such time as all of the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been finally paid and satisfied in full and the Commitments have been irrevocably terminated, this Agreement shall terminate and Agent shall, upon written request and at the expense of Guarantor, Borrower, execute and deliver to Guarantor Borrower all documents and other instruments as may be necessary or proper to evidence the termination of Agent's securi...ty interest in the Collateral and Agent shall return to Guarantor Borrower any Collateral then in Agent's possession. View More
Termination. This Warrant (and the right to purchase the shares of Warrant Stock that have vested and become exercisable pursuant to this Warrant) shall terminate upon the earlier to occur of the following (the "Expiration Date"): (a) the consummation of a Liquidity Event; or (b) December 28, 2037. 5 6. Notices of Certain Transactions. In case: (a) the Company shall set a record date for the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) f...or the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company; or (c) of the voluntary or involuntary dissolution, liquidation, or winding-up of the Company (including a Liquidity Event), then, and in each such case, the Company will notify the Registered Holder of this Warrant specifying, as the case may be, (i) the record date for the purpose of such dividend, distribution, or right, and stating the amount and character of such dividend, distribution, or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, or winding-up) are to be determined. Such notice shall be provided at least twenty (20) days prior to the record date or effective date for the event specified in such notice.View More
Termination. This Warrant (and the right to purchase the shares of Warrant Stock that have vested and become exercisable pursuant to this Warrant) securities upon exercise hereof) shall terminate upon ten (10) years from the earlier to occur issuance of the following this Warrant (the "Expiration Date"): Date"). (a) In the consummation of a Liquidity Event; or (b) December 28, 2037. 5 6. Notices of Certain Transactions. In case: (a) event: agreement; (i) that the Company shall set a record date for the holde...rs makes any amendment to its certificate of its Common Stock (or other stock formation or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or (b) operating (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change of Control Transaction, any other consolidation or merger of the Company with or into another corporation (other than a consolidation entity, or merger in any other transaction or series of related transactions pursuant to which the Company is Company's equity holders immediately prior thereto will possess a minority of the voting power of the surviving entity), or acquiring entity immediately thereafter, or any transfer of all or substantially all of the assets of the Company; or (c) of Company; (iii)of the voluntary or involuntary dissolution, liquidation, liquidation or winding-up of the Company (including a Liquidity Event), then, and in each such case, the Company will notify the Registered send to Holder of this Warrant a notice specifying, as the case may be, (i) (a) the date on which a record date is to be taken for the purpose of such dividend, distribution, distribution or right, and stating the amount and character of such dividend, distribution, distribution or right, (b) a certified copy of the Company's current certificate of formation, or (ii) (c) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, or winding-up redemption is to take place, and the time, if any is to be fixed, as of which the holders Holders of record of shares of Common Stock (or such other capital stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, or winding-up) are to redemption) shall be determined. Such notice shall be provided mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice. (b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date. View More
Termination. This Warrant (and the right to purchase the shares of Warrant Stock that have vested and become exercisable pursuant to this Warrant) securities upon exercise hereof) shall terminate upon twelve (12) months from the earlier to occur date of the following issuance of this Warrant (the "Expiration Date"): (a) the consummation of a Liquidity Event; or (b) December 28, 2037. 5 Date"). 4 6. Notices of Certain Transactions. Transactions . In case: the event: (a) the Company shall set take a record dat...e for of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, or any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company; corporation, or (c) of the voluntary or involuntary dissolution, liquidation, liquidation or winding-up of the Company (including a Liquidity Event), Company, then, and in each such case, the Company will notify mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record date is to be taken for the purpose of such dividend, distribution, distribution or right, and stating the amount and character of such dividend, distribution, distribution or right, or (ii) the effective date on which such reclassification, reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock Warrant Shares shall be entitled to exchange their shares of Warrant Shares (or such other stock or securities) for securities at the time or other property deliverable upon such reclassification, reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, liquidation or winding-up) are to be determined. winding-up. Such notice shall be provided mailed at least twenty (20) ten (10) days prior to the record date or effective date for the event specified in such notice. View More
Termination. Either party may, in its discretion and at its option terminate this Agreement at any time upon thirty (30) days' written notice to the other party. (a) Change of Control. In the event that this Agreement is terminated due to a Change of Control (defined below) occurring during the Term, then Consultant shall be entitled to receive, in lieu of any payment under Section 4 hereof, a lump sum payment in the amount determined as follows: the product of (a) the then-current Base Consulting Fee and (b...) twenty-four (24) months, with such payment to be made within seven three (3) business days of the date of such Change of Control. For the purposes of this Agreement, the term "Change of Control" means the occurrence of one or more of the following events: (i) the closing of a merger or consolidation of the Company with any corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by renaming outstanding securities or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) a change in ownership of the Company through a transaction or series of transactions, such that any person or entity is or becomes the beneficial owner, directly or indirectly, of stock or other securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding stock or other securities; (iii) the closing of any agreement for the sale or disposition of all or substantially all of the Company's assets; or (iv) a transfer of all or substantially all of the Company's assets pursuant to a partnership or joint venture agreement where the Company's resulting interest is or becomes 50% or less. 2 7. Confidential Information. Consultant recognizes and acknowledges that by reason of Consultant's retention by and service to the Company before, during and, if applicable, after the Term, Consultant will have access to certain confidential and proprietary information relating to the Company's business, which may include, but is not limited to, trade secrets, trade "know-how," product development techniques and plans, formulas, customer lists and addresses, financing services, funding programs, cost and pricing information, marketing and sales techniques, strategy and programs, computer programs and software and financial information (collectively referred to as "Confidential Information"). Consultant acknowledges that such Confidential Information is a valuable and unique asset of the Company and Consultant covenants that he will not, unless expressly authorized in writing by the Company, at any time during the Term (or any renewal Term) use any Confidential Information or divulge or disclose any Confidential Information to any person or entity except in connection with the performance of Consultant's duties for the Company and in a manner consistent with the Company's policies regarding Confidential Information. Consultant also covenants that at any time after the termination of this Agreement, directly or indirectly, he will not use any Confidential Information or divulge or disclose any Confidential Information to any person or entity, unless such information is in the public domain through no fault of Consultant or except when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order Consultant to divulge, disclose or make accessible such information. All written Confidential Information (including, without limitation, in any computer or other electronic format) which comes into Consultant's possession during the Term (or any renewal Term) shall remain the property of the Company. Except as required in the performance of Consultant's duties for the Company, or unless expressly authorized in writing by the Company, Consultant shall not remove any Confidential Information from the Company's premises, except in connection with the performance of Consultant's duties for the Company and in a manner consistent with the Company's policies regarding Confidential Information. Upon termination of this Agreement, the Consultant agrees to return immediately to the Company all written Confidential Information (including, without limitation, in any computer or other electronic format) in Consultant's possession.View More
Termination. Either party may, in its discretion and at its option terminate this Agreement at any time upon thirty (30) days' written notice to the other party. (a) Change of Control. In the event that this Agreement is terminated due to a Change of Control (defined below) occurring during the Term, then Consultant shall be entitled to receive, in lieu of any payment under Section 4 hereof, a lump sum payment in the amount determined as follows: the product of (a) the then-current Base Consulting Fee and (b...) twenty-four (24) months, with such payment to be made within seven three (3) business days of the date of such Change of Control. For the purposes of this Agreement, the term "Change of Control" means the occurrence of one or more of the following events: (i) the closing of a merger or consolidation of the Company with any corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by renaming outstanding securities or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) a change in ownership of the Company through a transaction or series of transactions, such that any person or entity is or becomes the beneficial owner, directly or indirectly, of stock or other securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding stock or other securities; (iii) the closing of any agreement for the sale or disposition of all or substantially all of the Company's assets; or (iv) a transfer of all or substantially all of the Company's assets pursuant to a partnership or joint venture agreement where the Company's resulting interest is or becomes 50% or less. 2 7. Confidential Information. Consultant recognizes and acknowledges that by reason of Consultant's retention by and service to the Company before, during and, if applicable, after the Term, Consultant will have access to certain confidential and proprietary information relating to the Company's business, which may include, but is not limited to, trade secrets, trade "know-how," product development techniques and plans, formulas, customer lists and addresses, financing services, funding programs, cost and pricing information, marketing and sales techniques, strategy and programs, computer programs and software and financial information (collectively referred to as "Confidential Information"). Consultant acknowledges that such Confidential Information is a valuable and unique asset of the Company and Consultant covenants that he will not, unless expressly authorized in writing by the Company, at any time during the Term (or any renewal Term) use any Confidential Information or divulge or disclose any Confidential Information to any person or entity except in connection with the performance of Consultant's duties for the Company and in a manner consistent with the Company's policies regarding Confidential Information. Consultant also covenants that at any time after the termination of this Agreement, directly or indirectly, he will not use any Confidential Information or divulge or disclose any Confidential Information to any person or entity, unless such information is in the public domain through no fault of Consultant or except when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order Consultant to divulge, disclose or make accessible such information. All written Confidential Information (including, without limitation, in any computer or other electronic format) which comes into Consultant's possession during the Term (or any renewal Term) shall remain the property of the Company. Except as required in the performance of Consultant's duties for the Company, or unless expressly authorized in writing by the Company, Consultant shall not remove any Confidential Information from the Company's premises, except in connection with the performance of Consultant's duties for the Company and in a manner consistent with the Company's policies regarding Confidential Information. Upon termination of this Agreement, the Consultant agrees to return immediately to the Company all written Confidential Information (including, without limitation, in any computer or other electronic format) in Consultant's possession. View More
Termination. Either party The Company may, in its discretion and at its option terminate this Agreement at any time. The Consultant may terminate this Agreement for any reason and at any time upon thirty (30) days' with 30 days written notice to but in no event earlier than 9 months after the other party. (a) Change of Control. In the event that this Agreement is terminated due to a Change of Control (defined below) occurring during the Term, then Consultant shall be entitled to receive, in lieu of any payme...nt under Section 4 hereof, a lump sum payment in the amount determined as follows: the product of (a) the then-current Base Consulting Fee and (b) twenty-four (24) months, with such payment to be made within seven three (3) business days of the date of such Change of Control. For the purposes of this Agreement, the term "Change of Control" means the occurrence of one or more of the following events: (i) the closing of a merger or consolidation of the Company with any corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by renaming outstanding securities or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) a change in ownership of the Company through a transaction or series of transactions, such that any person or entity is or becomes the beneficial owner, directly or indirectly, of stock or other securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding stock or other securities; (iii) the closing of any agreement for the sale or disposition of all or substantially all of the Company's assets; or (iv) a transfer of all or substantially all of the Company's assets pursuant to a partnership or joint venture agreement where the Company's resulting interest is or becomes 50% or less. 2 7. Effective Date. 1 5. Confidential Information. Consultant recognizes and acknowledges that by reason of Consultant's retention by and service to the Company before, during and, if applicable, after the Consulting Term, Consultant will have access to certain confidential and proprietary information relating to the Company's business, which may include, but is not limited to, trade secrets, trade "know-how," product development techniques and plans, formulas, customer lists and addresses, financing services, funding programs, cost and pricing information, marketing and sales techniques, strategy and programs, computer programs and software and financial information (collectively referred to as "Confidential Information"). Consultant acknowledges that such Confidential Information is a valuable and unique asset of the Company and Consultant covenants that he will not, unless expressly authorized in writing by the Company, at any time during the Consulting Term (or any renewal Term) use any Confidential Information or divulge or disclose any Confidential Information to any person person, firm or entity corporation except in connection with the performance of Consultant's duties for the Company and in a manner consistent with the Company's policies regarding Confidential Information. Consultant also covenants that at any time after the termination of this Agreement, directly or indirectly, he will not use any Confidential Information or divulge or disclose any Confidential Information to any person person, firm or entity, corporation, unless such information is in the public domain through no fault of Consultant or except when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Consultant to divulge, disclose or make accessible such information. All written Confidential Information (including, without limitation, in any computer or other electronic format) which comes into Consultant's possession during the Consulting Term (or any renewal Term) shall remain the property of the Company. Except as required in the performance of Consultant's duties for the Company, or unless expressly authorized in writing by the Company, Consultant shall not remove any written Confidential Information from the Company's premises, except in connection with the performance of Consultant's duties for the Company and in a manner consistent with the Company's policies regarding Confidential Information. Upon termination of this Agreement, the Consultant agrees to return immediately to the Company all written Confidential Information (including, without limitation, in any computer or other electronic format) in Consultant's possession. Such delivery to the Company shall include all notebooks or other collections or compilations journaling or memorializing intellectual property generation or development that relate to the Services, maintained by the Consultant at any time during the term of this Agreement. View More
Termination. In the event Employee is terminated without cause as defined under 5(b), the Company Severance Pay Plan will apply. "Cause" shall mean (I) the commission of an act that constitutes a felony under the laws of the United States or any individual State or under the laws of a foreign country, (ii) the commission of an act of fraud, embezzlement, sexual harassment, dishonesty, theft, or an intentional act that results in a material loss, damage or injury to the Company; (iii) the commission of an act... of moral turpitude which is materially injurious to the Company; or (iv) the failure of Employee to participate in the reasonable and lawful business activities of the Company in a manner consistent with his job duties, provided such failure continues for more than ten days after written notice to the Employee specifying such failure in reasonable detail. Employee shall certify compliance with the conflicts of interest policy from time to time as requested by the Company. Employee shall notify Company immediately in writing if there is any attempt to induce Employee to violate the conflicts of interest policy.View More
Termination. In the event Employee is terminated without cause as defined under 5(b), the Company Severance Pay Plan will apply. "Cause" shall mean (I) the commission of an act that constitutes a felony under the laws of the United States or any individual State or under the laws of a foreign country, (ii) the commission of an act of fraud, embezzlement, sexual harassment, dishonesty, theft, or an intentional act that results in a material loss, damage or injury to the Company; (iii) the commission of an act... of moral turpitude which is materially injurious to the Company; or (iv) the failure of Employee to participate in the reasonable and lawful business activities of the Company in a manner consistent with his job duties, provided such failure continues for more than ten days after written notice to the Employee specifying such failure in reasonable detail. 3 Initials: Company: _____ Employee: _____ 7. CONFLICTS OF INTEREST Employee acknowledges familiarity with Company policies on conflicts of interest, and warrants that Employee will fully comply with such policies. Employee shall certify compliance with the conflicts of interest policy from time to time as requested by the Company. Employee shall notify Company immediately in writing if there is any attempt to induce Employee to violate the conflicts of interest policy. View More
Termination. (a) If Participant's employment with the Company is terminated for death or Disability (as defined in the Participant's Executive Employment Agreement with the Company ("Employment Agreement")), any unvested RSUs granted under this Award Agreement will immediately vest and the shares corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the date of termination of Participant's employment ("Termination Date"), but in no event ...later than March 15th of the year following the year in which the Termination Date occurs. Emp.Agt. – 2012 Equity Incentive PlanTime-Based Vesting (b) If Participant's employment with the Company is terminated by the Company for Underperformance (as defined in the Employment Agreement), any unvested RSUs granted under this Award Agreement will vest as follows: i. a pro rata portion (equal to the number of days Participant was employed by the Company during such 12 month period relative to the total number of days in the 12 month period) of the unvested RSUs scheduled to vest at the end of the 12 month vesting period that includes the Termination Date; and ii. one half of any unvested RSUs scheduled to vest following the 12 month vesting period that includes the Termination Date. To the extent RSUs are vested as provided in this paragraph (b), the shares corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the Termination Date, but in no event later than March 15th of the year following the year in which the Termination Date occurs. Any remaining RSUs will be immediately forfeited and any right to receive settlement in shares for such RSUs will be canceled as of the Termination Date. (c) If the Company does not notify Participant within 30 days prior to the expiration of the Employment Agreement that the Company is willing to renew or extend the Employment Agreement on terms substantially similar to those in effect, and if Participant's employment with the Company is then terminated at the expiration of the Employment Agreement, one half of any unvested RSUs scheduled to vest following the Termination Date will vest as of the Termination Date and the shares corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the Termination Date, but in no event later than March 15th of the year following the year in which the Termination Date occurs. Any remaining RSUs will be immediately forfeited and any right to receive settlement in shares for such RSUs will be canceled as of the Termination Date. (d) Unless the following paragraph (e) applies, if Participant's employment with the Company is terminated by Participant for Good Reason (as defined in the Employment Agreement), any unvested RSUs granted under this Award Agreement will immediately vest and the shares corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the Termination Date, but in no event later than March 15th of the year following the year in which the Termination Date occurs. (e) If within 24 months after the occurrence of a Change in Control Participant's employment with the Company is terminated by Participant for Good Reason (as defined in the Employment Agreement) or by the Company for any reason other than for Cause (as defined in the Employment Agreement), any unvested RSUs granted under this Award Agreement will immediately vest and the shares corresponding in number to such vested RSUs (or cash, in the discretion of the Company) will be delivered to Participant by the Company as soon as practicable following the Termination Date, but in no event later than March 15th of the year following the year in which the Termination Date occurs. Emp.Agt. – 2012 Equity Incentive PlanTime-Based Vesting (f) Unless otherwise determined by the Board in its sole and absolute discretion, if Participant's employment with the Company is terminated voluntarily by Participant without Good Reason (as defined in the Employment Agreement), by the Company for Cause (as defined in the Employment Agreement), as a result of expiration of the Employment Agreement (except as provided in paragraph (c) above), or for any reason other than as specified in paragraphs (a) through (d) above, all unvested RSUs will be immediately forfeited and any right to receive settlement in shares for such RSUs will be canceled by the Company as of the Termination Date.View More
Termination. (a) If Participant's employment with the Company is terminated before the Vesting Date for death or Disability (as defined in the Participant's Executive Employment Agreement with the Company ("Employment Agreement")), any unvested RSUs granted under this Award Agreement will immediately vest and the shares corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the date of termination of Participant's employment ("Termination ...Date"), but in no event later than March 15th portion of the year following the year in which the Termination Date occurs. Emp.Agt. – 2012 Equity Incentive PlanTime-Based Vesting (b) If Participant's employment with the Company is terminated by the Company for Underperformance (as defined in the Employment Agreement), any unvested RSUs granted under this Award Agreement will vest as follows: i. a of the date of termination of Participant's employment ("Termination Date"): Emp.Agt. – 2012 Equity Incentive PlanPerformance-Based Vesting The pro rata portion (equal to the number of days Participant was employed by in the Company during such 12 month period Performance Period through the Termination Date relative to the total number of days in the 12 month period) Performance Period) of the unvested RSUs scheduled that would vest if the "target" Performance Criteria were to vest at the end be met as of the 12 month vesting period that includes the Termination Date; and ii. one half of any unvested RSUs scheduled to vest following the 12 month vesting period that includes the Termination Vesting Date. To the extent RSUs are vested as provided in this paragraph (b), the The shares corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the Termination Date, but in no event later than March 15th of the year following the year in which the Termination Date occurs. (b) If Participant's employment with the Company is terminated by the Company for Underperformance (as defined in the Employment Agreement), the following portions of the RSUs that would otherwise have vested on the Vesting Date (based on the Committee's determination of the extent to which the Performance Criteria were achieved) (the "Earned RSUs") will be vested as of the Vesting Date: A pro rata portion of the Earned RSUs equal to the number of days in the Performance Period through the Termination Date relative to the total number of days in the Performance Period; and 50% of an additional pro rata portion of the Earned RSUs equal to the number of days in the Performance Period beginning with the date after the Termination Date and ending on the last day of the Performance Period, relative to the total number of days in the Performance Period. To the extent RSUs are vested as provided in this paragraph (b), the shares corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the Vesting Date, but in no event later than March 15th of the year following the year in which the Vesting Date occurs. Any remaining RSUs will be immediately forfeited and any right to receive settlement in shares for such RSUs will be canceled as of the Termination Vesting Date. (c) If Unless the following paragraph (d) applies, if Participant's employment with the Company does not notify is terminated by Participant within 30 days prior to for Good Reason (as defined in the Employment Agreement) or as a result of expiration of the Employment Agreement that without renewal by reason of the Company is willing Company's failure to renew offer renewal or extend the Employment Agreement extension on terms substantially similar to those in effect, and the Participant will be entitled to settlement of the RSUs in accordance with Section 3(a) as if Participant was still employed on the Vesting Date. (d) If within 24 months after the occurrence of a Change in Control Participant's employment with the Company is then terminated at either by Participant for Good Reason (as defined in the expiration Employment Agreement) or by the Company for any reason other than for Cause (as defined in the Employment Agreement), the Participant will be entitled to payment on account of the Employment Agreement, one half portion of any unvested the RSUs scheduled to vest following that the Termination Date will vest Committee determines would have vested had the Performance Period ended on the date of the Change in Control, based on achievement of the Performance Criteria as of the Termination Date and date of the Change in Control. The shares (or cash, in the discretion of the Company) corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the Termination Date, but in no event later than March 15th of the year following the year in which the Termination Date occurs. Any remaining RSUs will be immediately forfeited and any right to receive settlement in shares for such RSUs will be canceled as of the Termination Date. (d) Unless the following paragraph (e) applies, if Participant's employment with the Company is terminated by Participant for Good Reason (as defined in the Employment Agreement), any unvested RSUs granted under this Award Agreement will immediately vest and the shares corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the Termination Date, but in no event later than March 15th of the year following the year in which the Termination Date occurs. (e) If within 24 months after the occurrence of a Change in Control Participant's employment with the Company is terminated by Participant for Good Reason (as defined in the Employment Agreement) or by the Company for any reason other than for Cause (as defined in the Employment Agreement), any unvested RSUs granted under this Award Agreement will immediately vest and the shares corresponding in number to such vested RSUs (or cash, in the discretion of the Company) will be delivered to Participant by the Company as soon as practicable following the Termination Date, but in no event later than March 15th of the year following the year in which the Termination Date occurs. Emp.Agt. – 2012 Equity Incentive PlanTime-Based PlanPerformance-Based Vesting (f) (e) Unless otherwise determined by the Board in its sole and absolute discretion, if Participant's employment with the Company is terminated voluntarily by Participant without Good Reason (as defined in the Employment Agreement), by the Company for Cause (as defined in the Employment Agreement), as a result of expiration of the Employment Agreement (except as provided in paragraph (c) above), or for any reason other than as specified in paragraphs (a) through (d) above, all unvested RSUs will be immediately forfeited and any right to receive settlement in shares for such RSUs will be canceled by the Company as of the Termination Date. View More
Termination. By ten (10) days prior written notice to the other, either AV or Consultant may terminate this Agreement at any time. In the event of such termination, Consultant shall be entitled to payment, under the provisions of this Agreement, for all charges and expenses actually earned or incurred with respect to all Task Orders in effect up to the time of the termination. Termination for failure of the other Party to perform shall not prejudice said Party in any respect with regard to pursuing its right...s and remedies, or otherwise. Any provision of this Agreement that imposes an obligation that should reasonably be expected to extend after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. Such provisions include but are not limited to Sections 8, 9, 13, 14, 16, and 28 herein.View More
Termination. By ten (10) days prior written notice to the other, either AV or Consultant may terminate this Agreement at any time. In the event of such termination, Consultant shall be entitled to payment, under the provisions of this Agreement, for all charges and expenses actually earned or incurred with respect to all Task Orders in effect up to the time of the termination. Termination for failure of the other Party to perform shall not prejudice said Party in any respect with regard to pursuing its right...s and remedies, or otherwise. Any provision of this Agreement that imposes an obligation that should reasonably be expected to extend after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. Such provisions include but are not limited to Sections 8, 9, 13, 14, 10, 15, 16, 17, 26 and 28 29 herein. View More
Termination. (a) A Participant may terminate his or her participation in the Reinvestment Plan at any time by written notice to the Company. To be effective for any Distribution, such notice must be received by the Company at least 15 Business Days prior to the last day of the calendar month to which such Distribution relates. (b) The Company or the Reinvestment Agent may terminate a Participant's individual participation in the Reinvestment Plan, and the Company may terminate the Reinvestment Plan itself at... any time by 15 days' prior written notice mailed to a Participant, or to all Participants, as the case may be. (c) After termination of the Reinvestment Plan or termination of a Participant's participation in the Reinvestment Plan, the Reinvestment Agent will send to each Participant (i) a statement of account in accordance with Section 7 hereof, and (ii) a remittance for the amount of any Distributions in the Participant's account that have not been reinvested in Shares. The record books of the Company will be revised to reflect the ownership of record of the Participant's whole and fractional Shares. Any future Distributions made after the effective date of the termination will be sent directly to the former Participant or to such other party as the Participant has designated pursuant to an authorization form or other documentation satisfactory to the Company.View More
Termination. (a) A Participant may terminate his or her participation in the Reinvestment Plan at any time without penalty by written notice to the Company. To be effective for any Distribution, such notice must be received by the Company at least 15 Business Days 30 days prior to the last day of the calendar month such Distribution. A Participant who chooses to which such Distribution relates. (b) The Company or the Reinvestment Agent may terminate a Participant's individual participation in the Reinvestmen...t Plan, Plan must terminate his or her entire participation in the Reinvestment Plan and will not be allowed to terminate in part. Notwithstanding the foregoing, if the Company publicly announces in a filing with the Commission a new estimated net asset value per Share, then a Participant shall have no less than two business days after the date of such announcement to notify the Company in writing of the Participant's termination of participation in the Reinvestment Plan and the Participant's termination will be effective for the next date Shares are purchased under the Reinvestment Plan. (b) Any transfer of Shares by a Participant to a non-Participant will terminate participation in the Reinvestment Plan with respect to the transferred Shares. Participation in the Reinvestment Plan may also be terminated by the Company with respect to any Participant to the extent that a reinvestment of Distributions in Shares would cause the share ownership limitations contained in the Company's charter to be violated. In addition, the Company will terminate a Participant's participation in the Reinvestment Plan if it receives a request from the Participant for redemption of all of the stockholder's Shares under the Company's redemption plan. If the Company redeems a portion of a Participant's Shares, the Participant's participation in the Reinvestment Plan with respect to the Participant's Shares that were not redeemed will not be terminated unless the Participant requests such termination pursuant to this Section 10. Conversion of a Participant's Shares from one class to another class pursuant to the Company's charter will not terminate a Participant's participation in the Reinvestment Plan with respect to such Shares, though it will cause, from the effective date of conversion, Distributions with respect to such Shares to be applied to the purchase of Shares of such new class. (b) The Company may terminate or suspend the Reinvestment Plan itself at any time by 15 10 days' prior written notice mailed to a Participant, or to all Participants, as the case may be. Participants. (c) After termination of the Reinvestment Plan or termination of a Participant's participation in the Reinvestment Plan, the Reinvestment Agent will send to each Participant (i) a statement of account in accordance with Section 7 6 hereof, and (ii) a remittance for the amount of any Distributions in the Participant's account that have not been reinvested in Shares. The record books of the Company will be revised to reflect the ownership of record of the Participant's whole and fractional Shares. Any future Distributions made after the effective date of the termination will be sent directly to the former Participant or to such other party as the Participant has designated pursuant to an authorization form or other documentation satisfactory to the Company. 4 11. Amendment. The Company may amend the Reinvestment Plan, including increasing or decreasing the per share purchase price of any class of Shares under the Reinvestment Plan, for any reason upon 10 days' notice to the Participants. While the Reinvestment Plan is still in effect and has not been terminated, the Company will not amend the Reinvestment Plan in a manner that would eliminate a Participant's right to terminate participation in the Reinvestment Plan. View More
Termination. (a) A Participant may terminate his or her participation in the Distribution Reinvestment Plan at any time by written notice to the Company. To be effective for any Distribution, such notice must be received by the Company at least 15 Business Days 30 days' prior to the last day of the calendar month quarter to which such Distribution relates. (b) The Company or the Reinvestment Agent may terminate a Participant's individual participation in the Distribution Reinvestment Plan, Plan immediately i...n accordance with Section 1(d) hereof, and the Company may terminate or suspend the Distribution Reinvestment Plan itself at any time (i) by at least 15 days' prior written notice mailed to a Participant, or to all Participants, as or (ii) by means of disclosure in the case may be. Company's appropriate current, annual or quarterly reports filed under the Securities Exchange Act of 1934 at least 15 days' prior to the effective date of such change. 3 (c) After termination of the Distribution Reinvestment Plan or termination of a Participant's participation in the Distribution Reinvestment Plan, the Reinvestment Agent will send to each Participant (i) a statement of account in accordance with Section 7 hereof, and (ii) a remittance for the amount of any Distributions in the Participant's account that have not been reinvested in Shares. The record books of the Company will be revised to reflect the ownership of record of the Participant's whole and fractional Shares. Any future Distributions made after the effective date of the termination will be sent directly to the former Participant or to such other party as the Participant has designated pursuant to an authorization form or other documentation satisfactory to the Company. View More
Termination. This Agreement may be terminated at any time by the mutual written, consent of the Company and FTB. Furthermore, this Agreement shall automatically terminate 4 and be of no further force and effect, in the event that (a) the Commencement of the Public Offering has not been publicly announced within three business days after the date hereof or (b) the conditions in paragraph 1(c) of this Agreement have not been satisfied within 15 business days after the date hereof.
Termination. This Agreement may be terminated at any time by the mutual written, written consent of the Company and FTB. Furthermore, this the Selling Stockholder. This Agreement shall automatically terminate 4 and be of no further force and effect, effect in the event that (a) (i) the Commencement commencement of the Public Offering has not been publicly announced within three business days after the date hereof or (b) (ii) the conditions in paragraph 1(c) 1(b) of this Agreement have not been satisfied with...in 15 business days after the date hereof. satisfied. View More
Termination. This Agreement may be terminated at any time by the mutual written, written consent of the Company and FTB. the Seller. Furthermore, unless such date is extended by the mutual written consent of the Company and the Seller, this Agreement shall automatically terminate 4 and be of no further force and effect, in the event that (a) the Commencement commencement of the Public Offering has not been publicly announced within three 3 business days after the date hereof or (b) the conditions in paragrap...h 1(c) of this Agreement have not been satisfied within 15 6 business days after the date hereof. View More
Termination. This Agreement may be terminated at any time, and without payment of any penalty, by a majority of the independent directors of the Corporation, upon thirty (30) days' prior written notice to the Advisor. This Agreement and the Advisor's obligations under Section 2 and Section 3 hereof shall immediately terminate upon the earlier to occur of (a) the termination or non-renewal of the Advisory Agreement by the Corporation; (b) the delivery by the Corporation of notice to the Advisor of the Corpora...tion's intent to terminate or not renew the Advisory Agreement; (c) a Liquidity Event; or (d) the Maximum Amount has been reached pursuant to Section 4. Notwithstanding anything in this Section 7 to the contrary, the agreements contained in Section 5 of this Agreement shall remain operative and in full force and effect and shall survive any such termination or expiration.View More
Termination. This Agreement may be terminated at any time, and without payment of any penalty, by a majority of the independent directors of the Corporation, upon thirty (30) days' prior written notice to the Advisor. This Agreement and the Advisor's obligations under Section 2 and Section 3 hereof shall immediately terminate upon the earlier to occur of (a) the termination or non-renewal of the Advisory Agreement by the Corporation; (b) the delivery by the Corporation of notice to the Advisor of the Corpora...tion's intent to terminate or not renew the Advisory Agreement; (c) a Liquidity Event; or (d) the Maximum Amount has been reached pursuant to Section 4. At the Advisor's election, which election shall be evidenced by written notice from the Advisor to the Corporation, this Agreement and the Advisor's obligations under Section 2 and Section 3 hereof shall immediately terminate upon the modification of the calculation of FFO by the Corporation. Notwithstanding anything in this Section 7 to the contrary, the agreements contained in Section 5 of this Agreement shall remain operative and in full force and effect and shall survive any such termination or expiration. View More
Termination. This Agreement may be terminated at any time, and without payment of any penalty, by a majority of the independent directors of the Corporation, upon thirty (30) days' sixty (60) days prior written notice to the Advisor. Advisor, or by the Advisor upon sixty (60) days prior written notice to the Corporation. This Agreement and the Advisor's obligations under Section 2 and Section 3 hereof shall immediately terminate upon the earlier to occur of (a) the termination or non-renewal of the Advisory ...Agreement by the Corporation; (b) the delivery by the Corporation of notice to the Advisor of the Corporation's intent to terminate or not renew the Advisory Agreement; or (c) a Liquidity Event; or (d) the Maximum Amount has been reached pursuant to Section 4. Event. Notwithstanding anything in this Section 7 to the contrary, the agreements contained in Section 5 4 of this Agreement shall remain operative and in full force and effect and shall survive any such termination or expiration. View More
Termination. Upon the full payment and performance of the 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 together with such documents as Pledgor may reasonably request to evidence such termination at Pledgor's expense.
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.
