Termination Contract Clauses (53,121)

Termination. The Representatives may terminate the applicable Terms Agreement (including this Agreement, as incorporated by reference therein), immediately upon notice to the Company, at any time at or prior to the applicable Closing Time (i) if there has been, since the date of such Terms Agreement or since the respective dates as of which information is given in the Disclosure Package or the Final Prospectus, any material adverse change in the condition (financial or otherwise), earnings, results of... operations, business or properties of the Company and its subsidiaries considered as one enterprise, whether or not from transactions arising in the ordinary course of business, or (ii) if there has occurred any outbreak or escalation of hostilities or other calamity or crisis or change in general domestic or international economic, political or financial conditions either within or outside of the United States the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities, or (iii) if trading in any Securities of the Company has been suspended by the Commission or any securities exchange or in the over-the-counter market, or if trading generally on the American Stock Exchange, the New York Stock Exchange or in the over-the-counter market has been suspended, or minimum or maximum prices for 18 trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal or New York authorities, or (iv) there shall have been since the execution of such Terms Agreement any decrease in the ratings of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purpose of Moody's Investors Service, Inc., S&P Global Ratings, a division of S&P Global, Inc., or Fitch Ratings, Inc. Rule 436(g) under the 1933 Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. View More

Termination. This Agreement shall terminate upon the one-year anniversary of the Effective Date (the "Termination Date"). Consultant shall each have the right to terminate this Agreement at any time during the Term by giving written notice to the Company at least thirty (30) days prior to the effective termination date ("Termination Date"). After of such termination. During the Initial Term, Term of this Agreement, in the event Consultant breaches this Agreement, the Company shall have the right to... terminate the this Agreement by giving written notice to Consultant at least thirty (30) days prior to the effective Termination Date. date of such termination. Upon such a Termination, any termination, Consultant agrees to cease all representation on behalf of the Company, including, but not limited to representations to the Company's clients that Consultant is acting on behalf of the Company in any capacity; provided, however the Consultant agrees to answer any reasonable follow-up inquiries from clients or the Company for matters on which she has previously reported or been involved. View More

Termination. If employment is terminated for any reason or no reason, each unvested Option will immediately terminate, expire and be forfeited on such termination and each vested Option will terminate, expire and be forfeited on the earlier of: (a) the expiration date in the Award Agreement, (b) thirty days after termination of employment other than due to Participant's death or Disability or Retirement, (c) one year after a Participant's death or termination due to Disability, and (d) six months after a... Participant's termination due to Retirement, provided that all of the foregoing shall be administered subject to the Committee's Rules. (The Committee has sole discretion to determine whether a demotion is a "termination" of employment.) "Retirement" shall mean the Participant has attained age 55 and completed five years of continuous service to the Company. For purposes of the immediately preceding provision, "service" shall mean the time in which a Participant is employed by the Company and/or an affiliate of the Company but only while the affiliate is owned, controlled or under common control by or with the Company. 5. Administration. The Committee shall have complete authority to administer or interpret any Award, to prescribe, amend and rescind rules and regulations relating thereto, and to make all other determinations necessary or advisable for the administration of the any Award Agreements (including to establish or amend any rules regarding the Award that are necessary or advisable to comply with, or qualify under, any applicable law, listing requirement, regulation or policy of any entity, agency, organization, governmental entity, or the Company, in the Committee's sole discretion ("Rule")). In addition, with respect to any future grants or the unvested portion of any Awards, the Committee may amend or terminate these Terms or any Awards, in its sole discretion without the consent of any employee or beneficiary, subject to applicable Rules, at any time and from time-to-time. With respect to any amendment, action or approval hereunder, the Committee may require the approval of any other persons or entities, pursuant to applicable Rules. View More

Termination. 7.1 8.1 This Agreement shall terminate upon the earlier of (a) the completion of the Research Project, (b) the written agreement signed by authorized representatives of the parties, or (c) three (3) years from the Effective Date.

Termination. (a) (a)Survival. Upon the closing of a Qualified Public Offering or, at the written election of the Majority Institutional Tiptree Investors (including D1), and Majority Warburg Investors, an Initial Public Offering, this Agreement shall automatically terminate except with respect to the following Sections which shall survive such termination in accordance with their terms: (i) Section 1(a) (Legends); (ii) Sections 2(a)(ii) terms:(i)Section 1(a)(iv) (Post-IPO Board Seats); (iii) Section 2(c) Seat); (ii)Section 1(c) (Committees of the Board); (iv) Section 2(d) (Warburg Pincus Observer Rights); (v) Section 2(i) (iii)Section 1(d) (Directors of Subsidiaries); (vi) Section 2(j) (iv)Section 1(e) (Indemnification, Expense Reimbursement and Other Rights); (vii) Section (v)Section 2(g) (Legends); (vi)Section 4 (Restrictive Covenants)(vii)Section 5 (Termination); (viii) Section 5 (viii)Section 6 (Interpretation of this Agreement); and (ix) Section 6 (Miscellaneous) (except Section 6(l) (Grant of Irrevocable Proxy), which (ix)Section 7 (Miscellaneous). (b)Deemed Liquidation Event. This Agreement shall terminate). (b) At the written election of the Majority Institutional Investors terminate upon a Deemed Liquidation Event that is approved in accordance with the Certificate of Incorporation this Agreement shall automatically terminate. (c) Event. (c)Consent to Termination. This Agreement shall terminate on the date on which the Majority Institutional Tiptree Investors and the Majority Other Warburg Investors shall have agreed in writing to terminate this Agreement; provided that Section 3(b)(vi)(B) shall survive such termination unless D1 has agreed in writing to terminate this Agreement. 24 (d) Agreement.25 (d)Effect of Termination. Notwithstanding the foregoing, if this Agreement shall automatically terminate is terminated (i) pursuant to Section 5(b), the rights and obligations of the Investors (including the Triggering Stockholders) pursuant to Section 2(c) with respect to Mutual Fund Investors immediately prior to such Deemed Liquidation Event shall survive the consummation termination of the Initial Public Offering. this Agreement. View More

Termination. This Agreement shall remain in full force and effect until (i) all Obligations outstanding, or contracted or committed for (whether or not outstanding), shall be finally and irrevocably paid in full and (ii) all Transaction Documents have been terminated by the Bank. full.

Termination. a. Termination Upon Consummation of Mergers. Effective upon consummation of the GCEAR Merger Transactions in accordance with the GCEAR Merger Agreement, the Advisor and the Company hereby irrevocably terminate the Advisory Agreement, without any further liability or obligation on the part of any party thereto, except as set forth herein. In the event the Advisory Agreement is terminated pursuant to this Section 1, the Company shall pay the SPF Payment and the DF Payment pursuant to Sections 3... and 4, respectively, hereof. b. Early Termination by the Advisor. Other than a termination because of a material breach of the Advisory Agreement (a "Breach Event") by the Company, the Advisor shall not take any action to terminate the Advisory Agreement with effect prior to the earlier to occur of the following dates (the "Advisor Outside Date") (i) the consummation of the GCEAR Merger Transactions and (ii) June 30, 2021. In the event that the Advisory Agreement is terminated by the Advisor for a Breach Event by the Company prior to the Advisor Outside Date, then the Subordinated Performance Fee due shall equal the SPF Payment and the Disposition Fee due shall equal the DF Payment, and the Company shall pay the SPF Payment and the DF Payment pursuant to Sections 3 and 4, respectively, hereof. c. Early Termination by the Company. The Company shall have the right to terminate the Advisory Agreement in accordance with its terms. In the event the Advisory Agreement is terminated by the Company prior to the Advisor Outside Date for any reason other than for a Breach Event by the Advisor, then the Subordinated Performance Fee due shall equal the SPF Payment and the Disposition Fee due shall equal the DF Payment, and the Company shall pay the SPF Payment and the DF Payment pursuant to Sections 3 and 4, respectively, hereof. View More

Termination. This Agreement shall automatically terminate without further action upon the earliest to occur (the "Expiration Date") of (i) with respect to the Stockholders' obligations hereunder in respect of the Merger Agreement and the Merger, (A) the Effective Time, (B) the termination of the Merger Agreement in accordance with its terms and (C) the written agreement of the Stockholders and the Company to terminate this Agreement, and (ii) with respect to the Stockholders' obligations hereunder in... respect of an Accepted a Superior Proposal to which clause (ii) of Section 1 of this Agreement is applicable, Proposal, (A) the effective time of any business combination merger of the Company provided for in the binding agreement that provides for such Accepted Superior Proposal or, if there is no provision for such a business combination, merger, the closing of the transactions contemplated thereby and (B) the termination of the definitive binding agreement reflecting that provides for such Accepted Superior Proposal in accordance with its terms. View More

Termination. Unless terminated earlier by mutual written agreement of the Parties or pursuant to Section 12.2 and 12.3, this Agreement shall continue in effect, on a Client Protein-by-Client Protein basis, until Licensee exercises the Buy-out Right for the applicable Client Protein under Section 5.5, in such case, the license grants set forth in Section 2.1 shall become fully paid-up, irrevocable, and perpetual for such applicable Client Protein and corresponding Drug Substances and Drug Product once... Licensee completed the payment of the agreed amount for the Buy-out Right, and no more Royalties will need to be paid to WuXi Biologics for such applicable Client Protein. 12.2 Voluntary Termination by Licensee. Licensee shall have the right to terminate this Agreement upon at least six (6) monthsprior three (3) months' prior written notice to WuXi Biologics, and upon payment of all amounts amount due to WuXiBiologics WuXi Biologics through such termination effective date. 12.2 12.3 Termination for Default (a) Nonpayment. In the event Licensee fails to pay any amounts rightfully due and payable to WuXi Biologics hereunder, and fails to make such payments within thirty (30)days (30) days after receiving written notice of such failure, WuXi Biologics may terminate this Agreement immediately upon written 45 days written notice to Licensee. (b) Material Breach. In the event a Party commits a material breach of itsobligation its obligation under this Agreement and fails to cure that breach within thirty (30) daysafter days after receiving written notice thereof, a thereof from the other Party, such other Party may terminate this Agreementimmediately Agreement immediately upon written notice to the other breaching Party. 12.4 Consequence of the Termination. Upon the effective date of the termination referred in this Sections 12.2 and 12.3, the licenses granted in Section 2.1 shall terminate. Licensee shall, and shall urge its Affiliates, sublicensee, any Third Party Manufacturer to stop all activities referred under the Sections 2.1, 2.2 and 2.3 immediately. View More

Termination. This Agreement may be terminated on the occurrence of any one of the following events: A. The expiration of the Term hereof. B. Any material acts or events which inhibit Advisor from fully performing its responsibilities to Siokas the Company in good faith, such as (i) a felony criminal conviction; (ii) any other criminal conviction involving Advisor's lack of honesty or Advisor's moral turpitude; (iii) drug or alcohol abuse; or (iv) acts of dishonesty, gross carelessness or gross misconduct.