Termination Contract Clauses (20,323)

Termination. This Warrant shall automatically terminate without any action on the part of the Holder thereof or the Company on the earlier of (i) the fifteenth anniversary of the Signing Date unless exercised on or prior to such date or (ii)(x) thirty (30) days following the receipt of notice by the Holder of a Change of Control pursuant to Section 7 or (y) if later, the date the Change of Control occurs, in each case unless exercised prior to the consummation of such Change of Control. Upon termination of t...his Warrant, all rights and obligations of the parties hereunder shall terminate and this Warrant shall have no futher force and effect; provided, however, that the holder's rights pursuant to Section 9 hereof shall survive any such termination pursuant to clause (ii) of this Section 12 for at least thirty (30) days following the occurrence of such Change of Control. View More

Termination. If a Participant's employment with the Company and its Affiliates terminates for any reason, except Retirement (as defined in this Award), death, Disability or Cause, a Participant may exercise this Award (to the extent vested and exercisable as of the date of the Participant's termination) for a period of ninety (90) days after the date of the Participant's termination of employment, but in no event later than the Expiration Date. Thereafter, all rights to exercise the Award shall terminate. (b...) Retirement. If the Participant terminates employment from the Company and its Affiliates due to Retirement (as defined in this Award), then the Award shall be exercisable in full without regard to any vesting requirements and may be exercised by the Participant at any time within three (3) years after the date of Retirement (as defined in this Award), but in no event later than the Expiration Date. (c) Disability. If the Participant's employment with the Company and its Affiliates terminates because of Disability, then the Award shall be exercisable in full without regard to any vesting requirements, and may be exercised by the Participant at any time within three (3) years after the date of such termination, but in no event later than the Expiration Date. (d) Death. If the Participant's employment with the Company and its Affiliates terminates because of death, the Award shall be exercisable immediately to the extent it would have been exercisable had the Participant remained in service in the twelve (12) months after the date of death, and may be exercised at any time until the first anniversary of the date of the Participant's death, but in no event later than the Expiration Date. The Award may be exercised by the person to whom the Award is transferred by will or by applicable laws of the descent and distribution. In the event of the death of a Retired Participant, the Award may be exercised by the person to whom the Award is transferred, by will or by applicable laws of descent and distribution, as if the Participant had remained living under Section 5(b). (e) Termination for Cause. If the Participant's employment with the Company terminates for Cause, then such termination shall cause the immediate cancellation and forfeiture of this Award, regardless of vesting; and any pending exercises shall be cancelled on the date of termination. View More

Termination. You and Idenix each agree that your employment with Idenix is that of an employee at will. Both you and Idenix have the right to terminate your employment relationship at any time for any or no reason, subject to the provisions of this letter. (A) If Idenix terminates your employment other than for Cause (as defined in Appendix A hereto) or you terminate your employment for Good Reason (as defined in Appendix A hereto) you will be eligible to receive the following Severance Compensation. (i) Lum...p sum payment equivalent to the sum of (A) one year of Base Salary plus (B) the greater of: (i) target bonus for the year in which your termination of employment occurs; or (ii) the bonus you earned for the year preceding the year in which the termination of your employment occurs, such sum to be reduced by any and all applicable taxes and withholdings; (ii) Immediate vesting and exercisability of all outstanding equity awards, subject to the terms of such awards; and (iii) Provided you timely elect and remain eligible for benefits continuation pursuant to the federal "COBRA" laws, continued payment by Idenix of COBRA premiums for you (and your covered dependents) under the group health and dental insurance coverage at the active employee rates for a period of up to 12 months subsequent to the date of your termination. Any such payments and related coverage shall be discontinued in the event that you cease to be eligible for or to elect such COBRA coverage during such 12 month period or if such payments are determined by the Company to be reasonably likely to result in any material tax liability to you or the Company. You will also be eligible for continued premium payment by Idenix if you elect to continue the Idenix provided employee group life insurance coverage for a period of up to 12 months; provided that such continued coverage is permitted under the terms of the life insurance plan. If any such benefit cannot be provided for any reason then the Company will not be obligated to pay you a cash equivalent in lieu of such benefit. (B) You shall not be eligible to receive the payments, benefits and entitlements provided in subsection (A) of this Section 7 unless you timely execute and allow to become effective within 60 days following your termination (such 60th day, the "Payment Date"), a severance and release of claims agreement (the "Severance Agreement") substantially similar to the form attached hereto as Appendix C. The Severance Compensation shall begin on the Payment Date and shall be subject to the terms and conditions set forth on Appendix B. View More

Termination. This Agreement may be terminated at any time by Customer upon written notice to Morgan Stanley, or Morgan Stanley upon 60 calendar days written notice to Customer. In the event of such notice, Customer shall either close out open positions in the Account or arrange for such open positions to be transferred to another FCM. Upon satisfaction by Customer of all of Customer's liabilities, Morgan Stanley shall transfer to another FCM all Contracts, if any, then held for the Account, and shall transfe...r to Customer or to another FCM, as Customer may instruct, all cash, securities and other property held in the Account, whereupon this Agreement shall terminate. Termination of this Agreement shall not release any party from any liability or obligation incurred or arising from activities prior to such termination. View More

Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company and the Selling Stockholders, if after the execution and delivery of this Agreement and prior to a Closing Date any event described in Section 7(c) shall have occurred.

Termination. This Agreement may be terminated at any time at or prior to the Closing only: 14.1.4by mutual consent of the Parties;14.1.5by Seller, at Seller's option, if any of the conditions applicable to Purchaser set forth above in Article 10 have not been satisfied as provided therein or waived by Seller on or before the Closing Date;14.1.6by Purchaser, at Purchaser's option, if any of the conditions applicable to Seller set forth above in Article 11 have not been satisfied as provided therein or waived ...by Purchaser on or before the Closing Date; and14.1.7by Seller or Purchaser pursuant to the provisions of Section 3.8, if applicable.14.2Effect of Termination. If this Agreement is terminated pursuant to Section 14.1 above, this Agreement shall become void and of no further force or effect (except for the provisions of the final sentence of Section 3.1 and Sections 5.2.2, 16.6, 16.7, 16.10, and this Section 14.2, which shall continue in full force and effect). If this Agreement is terminated pursuant to either Section 14.1.1 or Section 14.1.4, neither Party shall have any further liability to the other as the result of such termination. If this Agreement is terminated by Seller pursuant to Section 14.1.2, then Seller shall have the option of retaining the Performance Deposit as liquidated damages pursuant to Section 2.3. If this Agreement is terminated by Purchaser pursuant to Section 14.1.3, then the Performance Deposit shall be returned to Purchaser. Notwithstanding anything to the contrary contained in this Agreement, upon any termination of this Agreement pursuant to Section 14.1, Seller shall be free immediately to enjoy all rights of ownership of the Assets and to sell, transfer, encumber, or otherwise dispose of the Assets to any party without any restriction under this Agreement.14.3Availability of Specific Performance. Notwithstanding anything in this Agreement to the contrary, the Parties agree that irreparable damage would occur to a Party in the event that any of the obligations, undertakings, covenants or agreements of the other Party were not performed in accordance with their specific terms or were otherwise breached, including the consummation of the Closing. Accordingly, either Party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the other Party without any bond or other security being required, and to enforce specifically the terms and provisions of this Agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy, this being in addition to any other remedy to which such Party is entitled at law or in equity. View More

Termination. This Option shall be exercisable for three months after the Relationship ceases; provided, however, if the Relationship is terminated by the Company for cause, the Option shall terminate immediately. Upon Participant's death or Disability, this Option may be exercised for twelve (12) months after the Relationship ceases. In no event may Participant exercise this Option after the Term/Expiration Date as provided in the Notice of Stock Option Award.

Termination. (a) Prior to the Closing, Buyer may terminate this Agreement by written notice to Seller at any time and for any or no reason. (b) Prior to the Closing, this Agreement will terminate automatically upon the termination of the Willbridge Facility PSA. 9 (c) Any provision of this Agreement that, by its nature, should survive the termination of this Agreement shall survive the termination of this Agreement, including Seller's repayment obligation under Section 7(d), this Section 10, and Sections 11 ...and 12 below. View More

Termination. This Agreement may be terminated by either party in the event that: a. The other party makes a general assignment for the benefit of creditors; b. The other party becomes insolvent, or voluntary or involuntary proceedings are instituted by or against such party under any federal, state, or other bankruptcy or insolvency laws and such proceedings are not terminated within ninety (90) days, or a receiver is appointed for such party; c. The other party ceases to function as a going concern; d. The ...other party fails to perform any material provision of this Agreement and does not cure such failure within a period of thirty (30) days after receipt of written notice from the other party specifying such failure and stating its intention to terminate this Agreement if such failure is not cured; or e. Performance of this Agreement is suspended by the other party in accordance with Section 13(a) below, and it appears that such performance will be delayed for more than six (6) months. View More

Termination. In the event that this LOI is not superseded by the Agreement on or before May 30, 2014, or such other date the Parties may agree to, the terms of this LOI will be of no further force or effect except for Section 7 and 9.