Termination Contract Clauses (20,323)

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. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation of the Company.
Found in CC Neuberger Principal Holdings II contract
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Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation of the Company. Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by December 31, 2018.
Found in Platinum Eagle Acquisition Corp. contract
Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation of the Company. Company; provided, however, that this Letter Agreement shall terminate in the event that the Public Offering is not consummated and closed by December 31, 2020; provided further that paragraph 10 of this Letter Agreement shall survive such liquidation.
Found in ARYA Sciences Acquisition Corp III contract
Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Lock- up Period and (ii) the liquidation of the Company. Company; provided, however, that this Letter Agreement shall terminate in the event that the Public Offering is not consummated and closed by December 31, 2020; provided further that paragraph 10 of this Letter Agreement shall survive such liquidation.
Found in one contract
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Termination. In the event that the Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such Buyer shall have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this Section 8 shall not be available to such Buyer if the failure of the transactions contem...plated by this Agreement to have been consummated by such date is the result of such Buyer's breach of this Agreement and (ii) the abandonment of the sale and purchase of the Notes and the Warrants shall be applicable only to such Buyer providing such written notice, provided further that no such termination shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the expenses described in Section 4(g) above. Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. View More
Found in EDISON NATION, INC. contract
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Termination. In the event that the Closing shall not have occurred with respect to a Buyer the Investor within five (5) days of the date hereof, then such Buyer the Investor shall have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business on such date without liability of such Buyer the Investor to any other party; provided, however, (i) the right to terminate this Agreement under this Section 8 6 shall not be available to such Buyer ...the Investor if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the result of such Buyer's the Investor's breach of this Agreement and (ii) the abandonment of the sale and purchase of the Notes and the Warrants shall be applicable only to such Buyer providing such written notice, provided further that no such termination shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the expenses described in Section 4(g) above. Agreement. Nothing contained in this Section 8 6 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. View More
Found in Precipio, Inc. contract
Termination. In the event that the a Closing shall not have occurred with respect to a Buyer within five (5) days two (2) Business Days of the date hereof, then such Buyer shall have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this Section 8 shall not be available to such Buyer if the failure of... the transactions contemplated by this Agreement to have been consummated by such date is the result of such Buyer's breach of this Agreement and (ii) the abandonment of the sale and purchase of the Notes and the Warrants shall be applicable only to such Buyer providing such written notice, provided further that no such termination shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the expenses described in Section 4(g) above. Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. View More
Found in CorMedix Inc. contract
Termination. In the event that the Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such the Buyer shall have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business on such date without liability of such the Buyer to any other party; the Company; provided, however, (i) the right to terminate this Agreement under this Section 8 shall not be available to such the Buyer if the failure o...f the transactions contemplated by this Agreement to have been consummated by such date is the result of such the Buyer's breach of this Agreement and (ii) the abandonment of the sale and purchase of the Notes and the Warrants shall be applicable only to such Buyer providing such written notice, Agreement, provided further that no such termination shall affect any obligation of the Company under this Agreement to reimburse such the Buyer for the expenses described in Section 4(g) above. Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. View More
Found in Trovagene, Inc. contract
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Termination. If Participant's Service terminates for any reason, all unvested RSUs will be forfeited to the Company forthwith, and all rights of Participant to such RSUs will immediately terminate without payment of any consideration to Participant. Participant's Service will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant's employm...ent agreement, if any) as of the date Participant is no longer actively providing services. Participant's Service will not be extended by any notice period (e.g., Participant's Service would not include a period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any). Participant acknowledges and agrees that the Vesting Schedule may change prospectively in the event Participant's service status changes between full- and part-time and/or in the event Participant is on a leave of absence, in accordance with Company policies relating to work schedules and vesting of awards or as determined by the Committee. In case of any dispute as to whether and when a termination of Service has occurred, the Committee will have sole discretion to determine whether such termination of Service has occurred and the effective date of such termination (including whether Participant may still be considered to be actively providing Services while on a leave of absence). View More
Found in Nurix Therapeutics, Inc. contract
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Termination. If Participant's Continuous Service Status terminates at any time for any reason, all unvested RSUs will for which vesting is no longer possible under the terms of the Grant Notice and this Agreement shall be forfeited to the Company forthwith, on the date that is three (3) months following such termination of Continuous Service Status, and all rights of Participant to such RSUs will shall immediately terminate without payment at such time. Further, for purposes of any consideration to Participa...nt. the RSUs, Participant's Continuous Service Status will be considered terminated (regardless as of the date Participant is no longer actively providing services to the Company, its Parent, Subsidiaries or Affiliates (the "Company Group"), regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any) any (the "Termination Date"), and, unless otherwise determined by the Company, Participant's right to vest in the RSUs will terminate as of the such date Participant is no longer actively providing services. Participant's Service and will not be extended by any contractual notice period (e.g., Participant's Service would not include a or any period of "garden leave" or similar notice period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any). Participant acknowledges and agrees that any. The Company shall have the Vesting Schedule may change prospectively in the event Participant's service status changes between full- and part-time and/or in the event Participant is on a leave of absence, in accordance with Company policies relating to work schedules and vesting of awards or as determined by the Committee. In case of any dispute as to whether and when a termination of Service has occurred, the Committee will have sole exclusive discretion to determine whether such termination when Participant is no longer actively providing services for purposes of Service has occurred the RSUs (including, subject to the terms of the Plan and the effective date of such termination (including Applicable Laws, whether Participant may still be considered to be actively providing Services services while on a leave of absence). View More
Found in Pinterest, Inc. contract
Termination. If Participant's Service terminates for any reason, all unvested RSUs will be forfeited to the Company forthwith, and all rights of Participant to such RSUs will immediately terminate without payment of any consideration to Participant. Participant's Service will be considered terminated as of the date Participant is no longer providing Services to the Company, its Parent or one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in ...breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any) (the "Termination Date"). Unless otherwise provided in this Agreement or determined by the Company, Participant's right to vest in the RSUs under the Plan, if any, will terminate as of the date Participant is no longer actively providing services. Participant's Service Termination Date and will not be extended by any notice period (e.g., Participant's Service period of service would not include a any contractual notice period or any period of "garden leave" or similar period mandated under employment the laws in of the jurisdiction where in which Participant is employed resides or the terms of Participant's employment agreement, if any). Participant acknowledges and agrees that the Vesting Schedule may change prospectively in the event Participant's service Service status changes between full- and part-time status and/or in the event Participant is on a an approved leave of absence, absence in accordance with Company policies relating to work schedules and vesting of awards or as determined by the Committee. Participant acknowledges that the vesting of the Shares pursuant to this Notice and Agreement is earned only by continued Service. In case of any dispute as to whether and when a termination of Service has occurred, the Committee will have sole discretion to determine whether such termination of Service has occurred and the effective date of such termination (including whether Participant may still be considered to be actively providing Services services while on a an approved leave of absence). View More
Found in Audentes Therapeutics, Inc. contract
Termination. If Except as otherwise provided in the Plan or Grant Notice, if Participant's Continuous Service Status terminates at any time for any reason, reason (including death or Disability), all unvested RSUs will for which vesting is no longer possible under the terms of the Grant Notice and this Agreement shall be forfeited to the Company forthwith, on the date of such termination of Continuous Service Status, and all rights of Participant to such RSUs will shall immediately terminate without payment ...of any consideration at such time. Subject to Participant. Participant's Service will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws Applicable Law, in the jurisdiction where event Participant's Continuous Service Status is terminated by the Participant's employer (the "Employer") for Cause, then Participant's vested but unsettled RSUs will also be forfeited upon the date of such termination, and Participant is employed will have no further rights or interests with respect to such vested RSUs. Further, unless otherwise approved by the terms of Company, Participant's employment agreement, if any) right to vest in the RSUs will terminate as of the such date Participant is no longer actively providing services. Participant's Service and will not be extended by any contractual notice period (e.g., Participant's Service would not include a or any period of "garden leave" or similar notice period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any). any. To the extent permitted by Section 409A of the Code, if Participant acknowledges and agrees that the Vesting Schedule may change prospectively in the event Participant's service status changes between full- and part-time and/or in the event ceases to be an Employee but continues, or simultaneously commences, services as a Non-Employee Director, Participant is on a leave of absence, in accordance with Company policies relating shall be deemed to work schedules and vesting of awards or as determined by the Committee. In case of any dispute as to whether and when have had a termination of Continuous Service has occurred, the Committee will have sole discretion to determine whether such termination Status for purposes of Service has occurred and the effective date of such termination (including whether Participant may still be considered to be actively providing Services while on a leave of absence). this Agreement. View More
Found in Sotera Health Co contract
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Termination. Until the Closing Date, this Agreement may be terminated by the Representatives on behalf of the Underwriters by giving notice as hereinafter provided to the Company if (i) the Company will have failed, refused or been unable, at or prior to the Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any of the events described in Sections 6(d) of this Agreement, shall have occurred, or (iii) any other condition to the Underwriters' obligations hereunder is not fulfill...ed. Any termination of this Agreement pursuant to this Section 9 will be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 4(e) and 7 hereof. Any notice referred to above may be given at the address specified in Section 11 of this Agreement in writing or by telegraph or telephone, and if by telegraph or telephone, will be immediately confirmed in writing. View More
Found in CVS contract
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Termination. Until the Closing Date, this Agreement may be terminated by the Representatives on behalf of the Underwriters you by giving notice as hereinafter provided to the Company if (i) (a) the Company will have failed, refused or been unable, at or prior to the Closing Date, to perform any agreement on its part to be performed hereunder, (ii) hereunder; (b) any of the events described in Sections 6(d) of this Agreement, 6(l) and 6(m) shall have occurred, occurred; or (iii) (c) any other condition to the... Underwriters' obligations hereunder is not 19 fulfilled. Any termination of this Agreement pursuant to this Section 9 will be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 4(e) and 7 8 hereof. Any notice referred to above may be given at the address specified in Section 11 of this Agreement hereof in writing or by telegraph or telephone, and if by telegraph or telephone, will be immediately confirmed in writing. View More
Found in Ameriprise Financial contract
Termination. Until the Closing Date, this Agreement may be terminated by the Representatives on behalf of the Underwriters by giving notice as hereinafter provided to the Company if (i) the Company will have failed, refused or been unable, at or prior to the Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any of the events described in Sections 6(d) 6(k) and 6(l) of this Agreement, Agreement shall have occurred, or (iii) (ii) any other condition to the Underwriters' obligat...ions hereunder is not fulfilled when and as required to be fulfilled. Any termination of this Agreement pursuant to this Section 9 will be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 4(e) 4(f) and 7 hereof. Any notice referred to above may be given at the address specified in Section 11 of this Agreement in writing or by telegraph facsimile or telephone, and if by telegraph facsimile or telephone, will be immediately confirmed in writing. 23 10. Survival of Certain Provisions. The agreements contained in Section 7 of this Agreement and the representations, warranties and agreements of the Company contained in Sections 1 and 4 of this Agreement will survive the delivery of the Notes to the Underwriters hereunder and will remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. View More
Found in O'Reilly Automotive contract
Termination. Until the Closing Date, this Agreement may be terminated by the Representatives on behalf of the Underwriters by giving notice as hereinafter provided to the Company if (i) the Company will have failed, refused or been unable, at or prior to the Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any of the events described in Sections 6(d) of this Agreement, 6(k) and 6(l) hereof, shall have occurred, or (iii) any other condition to the Underwriters' obligations he...reunder is not fulfilled. Any termination of this Agreement pursuant to this Section 9 will be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 4(e) 4(g) and 7 hereof. Any notice referred to above may be given at the address specified in Section 11 of this Agreement hereof in writing or by telegraph or telephone, and if by telegraph or telephone, will be immediately confirmed in writing. View More
Found in Centene Corporation contract
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Termination. Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time of the Participant's Termination, shall remain exercisable as follows: (a) Termination due to Death or Disability. In the event of the Participant's Termination by reason of death or Disability, the vested portion of the Option shall remain exercisable until the earlier of (i) one (1) year from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section... 3(d) hereof; provided, however, that in the case of a Termination due to Disability, if the Participant dies within such one (1) year exercise period, any unexercised Option held by the Participant shall thereafter be exercisable by the legal representative of the Participant's estate, to the extent to which it was exercisable at the time of death, for a period of one (1) year from the date of death, but in no event beyond the expiration of the stated term of the Option pursuant to Section 3(d) hereof. 2 (b) Involuntary Termination Without Cause. In the event of the Participant's involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof. (c) Voluntary Resignation. In the event of the Participant's voluntary Termination (other than a voluntary Termination described in Section 4(d) hereof), the vested portion of the Option shall remain exercisable until the earlier of (i) thirty (30) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof. (d) Termination for Cause. In the event of the Participant's Termination for Cause or in the event of the Participant's voluntary Termination (as provided in Section 4(c) hereof) after an event that would be grounds for a Termination for Cause, the Participant's entire Option (whether or not vested) shall terminate and expire upon such Termination. (e) Treatment of Unvested Options upon Termination. Any portion of the Option that is not vested as of the date of the Participant's Termination for any reason shall terminate and expire as of the date of such Termination. View More
Found in loanDepot, Inc. contract
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Termination. Except as provided in Section 3(b), in the event of the Participant's termination of employment with the Company and its Subsidiaries ("Termination") for any or no reason, any portion of the SAR that is not then vested, shall immediately terminate and expire as of the date of such Termination. Subject to the terms of the Plan and this Agreement, the Option, SAR, to the extent vested at the time of the Participant's Termination, vested, shall remain exercisable as follows: (a) Termination due to ...Death or Disability. In the event of the Participant's Termination by reason of death or Disability, the vested portion of the Option SAR shall remain exercisable until the earlier later of (i) one (1) year twelve (12) months from the date of such Termination, Termination and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof; provided, however, that in the case of a Termination due to Disability, if the Participant dies within such one (1) year exercise period, any unexercised Option held by the Participant shall thereafter be exercisable by the legal representative of the Participant's estate, to the extent to which it was exercisable at the time of death, for a period of one (1) year five (5) years from the date of death, Grant Date, but in no event beyond the expiration of the stated term of the Option SAR pursuant to Section 3(d) hereof. 2 (b) Involuntary Termination Without Cause. In Except as otherwise provided in Section 4(f), in the event of the Participant's involuntary Termination by the Company or the relevant Subsidiary without Cause, the vested portion of the Option SAR shall remain exercisable until the earlier later of (i) ninety (90) days twelve (12) months from the date of such Termination, Termination and (ii) five (5) years from the Grant Date, but in no event beyond the expiration of the stated term of the Option SAR pursuant to Section 3(d) hereof. (c) Voluntary Resignation. Termination. In the event of the Participant's voluntary Termination (other than a voluntary Termination described in Section 4(d) or 4(f) hereof), the vested portion of the Option SAR shall remain exercisable until the earlier of (i) thirty (30) days from the date of such Termination, Termination and (ii) the expiration of the stated term of the Option SAR pursuant to Section 3(d) hereof. (d) Termination for Cause. In the event of the Participant's Termination for Cause or in the event of the Participant's voluntary Termination (as provided in Section 4(c) hereof) after an event that would be grounds for a Termination for Cause, the Participant's entire Option SAR (whether or not vested) shall terminate and expire upon such Termination. (e) Treatment of Unvested Options SAR upon Termination. Any Retirement. In the event of the Participant's voluntary Termination on or after the Participant has attained (i) 65 years of age, or (ii) 60 years of age and completed at least ten years of service with the Company or any of its Subsidiaries, the vested portion of the Option that is not vested as SAR shall remain exercisable until the later of (i) twelve (12) months from the date of such Termination and (ii) five (5) years from the Grant Date, but in no event beyond the expiration of the date stated term of the SAR pursuant to Section 3(d) hereof. 3 (f) Treatment upon a Change in Control Termination. In the event of the Participant's Termination for any reason shall terminate and expire as a result of a Change in Control Termination (as defined below), the vested portion of the date SAR shall remain exercisable until the expiration of the stated term of the SAR pursuant to Section 3(d) hereof. For purposes of this Section 4(f), "Change in Control Termination" means (i) the Participant's Termination without Cause within twelve (12) months following a Change in Control, or (ii) the Participant's Termination within twelve (12) months following a Change in Control pursuant to [Section 8(d)(i)(1), (2), or (3)] of that certain Employment Agreement entered into between Employee and Employer, dated [ ] // Section 3(a), (b) or (c) of that certain Change in Control Agreement entered into between Employee and Employer, dated [ ]].5. METHOD OF EXERCISE. To the extent that all or a portion of the SAR has become vested and exercisable, such Termination. portion of the SAR may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the SAR as provided herein and in accordance with Sections 7.2 and 7.3 of the Plan, including, without limitation, by the filing of any written form of exercise notice as may be required by the Committee. Upon exercise of all or a portion of the SAR, either shares, cash, or a combination thereof, as provided in Section 2 hereof, will be transferred to the Participant, subject to Section 8. View More
Found in HORNBECK OFFSHORE SERVICES INC contract
Termination. Subject to the terms of the Plan and this Agreement, the Option, SAR, to the extent vested at the time of the Participant's Termination, shall remain exercisable as follows: (a) Termination due to Death or Disability. In the event of the Participant's Termination by reason of death or Disability, the vested portion of the Option SAR shall remain exercisable until the earlier of (i) one (1) year from the date of such Termination, and (ii) the expiration of the stated term of the Option SAR pursua...nt to Section 3(d) hereof; provided, however, that in the case of a Termination due to Disability, if the Participant dies within such one (1) year exercise period, any unexercised Option SAR held by the Participant shall thereafter be exercisable by the legal representative of the Participant's estate, to the extent to which it was exercisable at the time of death, for a period of one (1) year from the date of death, but in no event beyond the expiration of the stated term of the Option SAR pursuant to Section 3(d) hereof. 2 (b) Involuntary Termination Without Cause. In the event of the Participant's involuntary Termination by the Company without Cause, the vested portion of the Option SAR shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option SAR pursuant to Section 3(d) hereof. (c) Voluntary Resignation. In the event of the Participant's voluntary Termination (other than a voluntary Termination described in Section 4(d) hereof), the vested portion of the Option SAR shall remain exercisable until the earlier of (i) thirty (30) days from the date of such Termination, and (ii) the expiration of the stated term of the Option SAR pursuant to Section 3(d) hereof. (d) Termination for Cause. In the event of the Participant's Termination for Cause or in the event of the Participant's voluntary Termination (as provided in Section 4(c) hereof) after an event that would be grounds for a Termination for Cause, the Participant's entire Option SAR (whether or not vested) shall terminate and expire upon such Termination. (e) Treatment of Unvested Options SAR upon Termination. Any portion of the Option SAR that is not vested as of the date of the Participant's Termination for any reason shall terminate and expire as of the date of such Termination. View More
Found in loanDepot, Inc. contract
Termination. Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time of the Participant's Termination, shall will remain exercisable as follows: 2 (a) Termination due to Death or Disability. In the event of the Participant's Termination by reason of death or Disability, the vested portion of the Option shall will remain exercisable until the earlier of (i) one (1) year from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuan...t to Section 3(d) hereof; provided, however, that in the case of a Termination due to Disability, if the Participant dies within such one (1) year exercise period, any unexercised Option held by the Participant shall thereafter be exercisable by the legal representative of the Participant's estate, to the extent to which it was exercisable at the time of death, for a period of one (1) year from the date of death, but in no event beyond the expiration of the stated term of the Option pursuant to Section 3(d) 4(c) hereof. 2 (b) Involuntary Termination Without Cause. In the event of the Participant's involuntary Termination by the Company without Cause, the vested portion of the Option shall will remain exercisable until the earlier of (i) ninety (90) 90 days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) 4(c) hereof. (c) Voluntary Resignation. In the event of the Participant's voluntary Termination (other than a voluntary Termination described in Section 4(d) 5(d) hereof), the vested portion of the Option shall will remain exercisable until the earlier of (i) thirty (30) 30 days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) 4(c) hereof. (d) Termination for Cause. In the event of the Participant's Termination for Cause or in the event of the Participant's voluntary Termination (as provided in Section 4(c) 5(c) hereof) after an event that would be grounds for a Termination for Cause, the Participant's entire Option (whether or not vested) shall will terminate and expire upon such Termination. (e) Treatment of Unvested Options upon Termination. Any portion of the Option that is not vested as of the date of the Participant's Termination for any reason shall will terminate and expire as of the date of such Termination. View More
Found in PAYCOR HCM, INC. contract
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Termination. The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers by notice given to and received by the Company prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Sections 7(g), (j) or (n) shall have occurred or if the Initial Purchasers shall decline to purchase the Notes for any reason permitted under this Agreement.
Found in RSP Permian, Inc. contract
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Termination. The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers by notice given to and received by the Company prior to delivery of and payment for the Notes Securities if, prior to that time, any of the events described in Sections 7(g), (j) 7(i) or (n) 7(m) shall have occurred or if the Initial Purchasers shall decline to purchase the Notes Securities for any reason permitted under this Agreement.
Found in InterDigital Inc. contract
Termination. The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers by notice given to and received by the Company prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Sections 7(g), (j) 7(i), (k) or (n) shall have occurred or if the Initial Purchasers shall decline to purchase the Notes for any reason permitted under this Agreement. 29 11. Reimbursement of Initial Purchasers' Expenses. If (a) the Company for any reason... fails to tender the Notes for delivery to the Initial Purchasers, or (b) the Initial Purchasers decline to purchase the Notes for any reason permitted under this Agreement, the Company shall reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Initial Purchasers) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the Notes, and upon demand the Company shall pay the full amount thereof to the Initial Purchasers. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchaser on account of those expenses. View More
Found in FLUIDIGM CORP contract
Termination. The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers by notice given to and received by the Company Issuers prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Sections 7(g), (j) 7(k), (m) or (n) (o) shall have occurred or if the Initial Purchasers shall decline to purchase the Notes for any reason permitted under this Agreement. 31 11. Reimbursement of Initial Purchasers' Expenses. If (i) the Issuers fo...r any reason fail to tender the Notes for delivery to the Initial Purchasers, or (ii) the Initial Purchasers decline to purchase the Notes for any reason permitted under this Agreement (other than Sections 7(o)(i)(A), (o)(ii), (o)(iii) or (o)(iv)), the Issuers and the Guarantors shall reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Initial Purchasers) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the Notes, and upon demand the Issuers and the Guarantors shall pay the full amount thereof to the Representative. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Initial Purchasers or pursuant to Section 10 as a result of the occurrence of any of the events listed in Sections 7(o)(i)(A), (o)(ii), (o)(iii) or (o)(iv), the Issuers and the Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of those expenses. View More
Found in Tallgrass Energy, LP contract
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Termination. This Agreement shall be subject to termination in the sole discretion of the Representatives by notice to the Depositor and MBFS given on or prior to the Closing Date in the event that either Depositor or MBFS shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the Closing Date any of the events described in Section 7(d) shall have occurred.
Found in Mercedes-Benz Auto Receivables Trust 2016-1 contract
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Termination. This Subject to Section 14, this Agreement shall be subject to termination in the sole discretion of the Representatives by notice to the Depositor and MBFS USA given on or prior to the 2019-A Closing Date in the event that either the Depositor or MBFS USA shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the 2019-A Closing Date any of the events described in... Section 7(d) 8(d) shall have occurred. View More
Found in Mercedes-Benz Auto Lease Trust 2019-A contract
Termination. This Subject to Section 14, this Agreement shall be subject to termination in the sole discretion of the Representatives by notice to the Depositor and MBFS USA given on or prior to the 2020-A Closing Date in the event that either the Depositor or MBFS USA shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the 2020-A Closing Date any of the events described in... Section 7(d) 8(d) shall have occurred. View More
Found in Mercedes-Benz Auto Lease Trust 2020-A contract
Termination. This Subject to Section 14, this Agreement shall be subject to termination in the sole discretion of the Representatives by notice to the Depositor and MBFS USA given on or prior to the 2021-A Closing Date in the event that either the Depositor or MBFS USA shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the 2021-A Closing Date any of the events described in... Section 7(d) 8(d) shall have occurred. View More
Found in Mercedes-Benz Auto Lease Trust 2021-A contract
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Termination. The Company and the Placement Agent may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 days from the date of such notice. In the event of such termination, the Company and Placement Agent shall, within 30 days of such notice, appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by the Company and Placement Agent, turn ...over to such successor escrow agent all of the Escrow Funds; provided, however, that if the Company and Placement Agent fail to appoint a successor escrow agent within such 30-day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds and under this Agreement. View More
Found in LILIS ENERGY, INC. contract
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Termination. The Company and This Escrow Agreement shall terminate upon the Placement Agent may terminate earlier of (a) the appointment mutual agreement of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 days from the date of such notice. In the event of such termination, the Company and Placement Agent shall, within 30 days of such notice, appoint a successor escrow agent Parties and the Escrow Agent shall, up...on receipt Agent, or (b) the disbursement of written instructions signed by the Company and Placement Agent, turn over to such successor escrow agent all of the Indemnification Escrow Funds; provided, however, that if the Company and Placement Agent fail to appoint a successor escrow agent within such 30-day period, such termination notice Fund, whereupon this Escrow Agreement shall be null of no further force and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds and under this Agreement. effect. View More
Found in ESPORTS ENTERTAINMENT GROUP, INC. contract
Termination. The Company and the Placement Agent Prive may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 thirty (30) days from the date of such notice. In the event of such termination, the Company and Placement Agent Prive shall, within 30 thirty (30) days of such notice, appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by th...e Company and Placement Agent, Prive, turn over to such successor escrow agent all of the Escrow Funds; Escrowed Shares; provided, however, that if the Company and Placement Agent Prive fail to appoint a successor escrow agent within such 30-day thirty (30)-day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, Escrowed Shares, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds Escrowed Shares and under this Agreement. 3 7. Intentionally Omitted. View More
Found in Riot Blockchain, Inc. contract
Termination. The Company and the Placement Agent Underwriter may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least 30 thirty (30) days from the date of such notice. In the event of such termination, the Company and Placement Agent Underwriter shall, within 30 thirty (30) days of such notice, appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions ...signed by the Company and Placement Agent, Underwriter, turn over to such successor escrow agent all of the Escrow Funds; provided, however, that if the Company and Placement Agent Underwriter fail to appoint a successor escrow agent within such 30-day thirty (30) day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Funds and under this Agreement. View More
Found in FOTV Media Networks Inc. contract
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Termination. This Agreement and all rights and obligations of the parties hereunder and thereunder, will terminate and have no further force or effect as of the Termination Date. Notwithstanding the foregoing, nothing set forth in this section 13 or elsewhere in this Agreement relieves either party hereto from liability, or otherwise limits the liability of either party hereto, for any intentional breach of this Agreement prior to such termination.
Found in VMWARE, INC. contract
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Termination. This Agreement Agreement, and all rights and obligations of the parties hereunder and thereunder, will hereunder, shall terminate and shall have no further force or effect as of the Termination Expiration Date. Notwithstanding the foregoing, nothing set forth in this section Section 13 or elsewhere in this Agreement relieves shall relieve either party hereto from liability, or otherwise limits limit the liability of either party hereto, the Stockholder, for any intentional breach of this Agreeme...nt prior to such termination. This Section 13 and Section 1, Section 6, and Section 14 (as applicable) shall survive any termination of this Agreement. View More
Found in HFF, Inc. contract
Termination. This Agreement and all rights and obligations of the parties hereunder and thereunder, will terminate and have no further force or effect as of the Termination Expiration Date. Notwithstanding the foregoing, nothing set forth in this section 13 17 or elsewhere in this Agreement relieves either party hereto from liability, or otherwise limits limit the liability of either party hereto, for any intentional breach of this Agreement prior to such termination.
Found in VMWARE, INC. contract
Termination. This Agreement and all rights and obligations of the parties hereunder and thereunder, will terminate and have no further force or effect as of the Termination Date. Date; provided, that this Section 10 and Section 11 shall survive the termination of this Agreement. Notwithstanding the foregoing, nothing set forth in this section 13 Section 10 or elsewhere in this Agreement relieves either party hereto from liability, or otherwise limits the liability of either party hereto, for any intentional ...willful and material breach of this Agreement prior to such termination. View More
Found in Teladoc Health, Inc. contract
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Termination. This Support Agreement shall terminate on the earlier of the Closing or the termination of the Merger Agreement. No such termination shall relieve any Shareholder, Parent or the Company from any liability resulting from a breach of this Support Agreement occurring prior to such termination.
Found in Arisz Acquisition Corp. contract
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Termination. This Support Agreement shall terminate on the earlier of the Closing or the termination of the Merger Purchase Agreement. No such termination shall relieve any Shareholder, Parent each Supporter, Purchaser or the Company from any liability resulting from a breach of this Support Agreement occurring prior to such termination.
Found in Global Consumer Acquisition Corp contract
Termination. This Stockholder Support Agreement shall terminate on the earlier of the Closing or the termination of the Merger Agreement. No such termination shall relieve any Shareholder, Stockholder, Parent or the Company from any liability resulting from a breach of this Stockholder Support Agreement occurring prior to such termination.
Found in Sorrento Therapeutics, Inc. contract
Termination. This Support Agreement shall terminate on the earlier of the Closing or the termination of the Merger Agreement. No such termination shall relieve any Shareholder, Parent each Supporter, Purchaser or the Company from any liability resulting from a breach of this Support Agreement occurring prior to such termination.
Found in Lakeshore Acquisition I Corp. contract
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