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. (a) Employment at Will. Your Employment shall be "at will," meaning that either you or the Company shall be entitled to terminate your Employment at any time and for any reason, with or without Cause. Any contrary representations that may have been made to you shall be superseded by this Agreement. This Agreement shall constitute the full and complete agreement between you and the Company on the "at-will" nature of your Employment, which may only be changed in an express written agreement signed... by you and a duly authorized officer of the Company. (b) Rights Upon Termination. Except as expressly provided in Section 6, upon the termination of your Employment, you shall only be entitled to the compensation and benefits earned and the reimbursements described in this Agreement for the period preceding the effective date of the termination.View More
Termination. (a) Employment at Will. Your Employment employment shall be "at will," meaning that either you or the Company shall be entitled to terminate your Employment employment at any time and for any reason, with or without Cause. Cause or notice. Any contrary representations that may have been made to you shall be superseded by this Agreement. This Agreement shall constitute the full and complete agreement between you and the Company on the "at-will" nature of your Employment, employment, which may onl...y be changed in an express written agreement signed by you and a duly authorized officer of the Company. (b) Rights Upon Termination. Except as expressly provided in Section 6, upon the termination of your Employment, employment, you shall only be entitled to the compensation accrued but unpaid base salary compensation, any earned but unpaid Cash Bonus for the fiscal year preceding the fiscal year in which such termination of employment occurs, PTO and other benefits earned and the reimbursements described in this Agreement or under any Company-provided plans, policies, and arrangements for the period preceding the effective date of the termination. termination of employment. View More
Termination. (a) Employment at Will. Your Employment shall be "at will," meaning that either you or the Company shall be entitled to terminate your Employment at any time and for any reason, and with or without Cause. Cause (as that term is defined below). Any contrary representations that may have been made to you shall be superseded by this Agreement. letter agreement. This Agreement letter agreement shall constitute the full and complete agreement between you and the Company on the "at-will" nature of you...r Employment, which may only be changed in an express written agreement signed by you and a duly authorized officer of the Company. (b) Rights Upon Termination. Except as expressly provided in Section 6, Sections 6 and 9(b), (c) and (d), upon the termination of your Employment, you shall only be entitled to the compensation and benefits earned and the reimbursements described in this Agreement letter agreement for the period preceding the effective date of the termination. View More
Termination. (a) Employment at Will. Your Employment shall be "at will," meaning that either you or the Company shall be entitled to terminate your Employment at any time and for any reason, with or without Cause. Cause with two (2) weeks' notice. Any contrary representations that may have been made to you shall be superseded by this Agreement. This Agreement shall constitute the full and complete agreement between you and the Company on the "at-will" nature of your Employment, which may only be changed in a...n express written agreement signed by you and a duly authorized officer of the Company. are hereby superseded. (b) Rights upon Termination. Upon Termination. Except as expressly provided in Section 6, upon the termination of your Employment, you shall only be entitled to the compensation and benefits earned and the reimbursements described in this Agreement for the period preceding the effective date of the termination. termination ("Termination Date"). View More
Termination. This Agreement may be terminated as follows: (a)at any time by mutual written consent of all Parties; (b)automatically if the stockholders of Merida fail to approve the Business Combination; (c)prior to the closing of the Business Combination by mutual agreement of the Investors if there occurs a Company Material Adverse Effect (as defined in the Merger Agreement);and . (d)by the Investors, if prior to the Business Combination Meeting, Merida and Continental Stock Transfer & Trust Company, have ...not executed the Escrow Agreement or if the Escrow Account has not been funded as contemplated in Section 4(d) above. In the event of termination in accordance with Section 6(a), 6(b), 6(c) or 6(d), this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Investors Merida, or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and, except as otherwise provided in this Agreement, all rights and obligations of each Party shall immediately cease; provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement.View More
Termination. This Agreement may be terminated as follows: (a)at (a) at any time by mutual written consent of all Parties; (b)automatically (b) automatically if the stockholders of Merida GigCapital4 fail to approve the Business Combination; (c)prior and (c) prior to the closing of the Business Combination by mutual agreement of the Investors each Investor if there occurs a Company Material Adverse Effect (as defined in the Merger Agreement);and . (d)by the Investors, if prior to the Business Combination Meet...ing, Merida and Continental Stock Transfer & Trust Company, have not executed the Escrow Agreement or if the Escrow Account has not been funded as contemplated in Section 4(d) above. Agreement). In the event of termination in accordance with Section 6(a), 6(b), 6(c) 6(b) or 6(d), 6(c), this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Investors Merida, either Investor, GigCapital4, or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and, except as otherwise provided in this Agreement, and all rights and obligations of each Party shall immediately cease; provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement. View More
Termination. This Agreement may be terminated as follows: (a)at any time by mutual written consent of all Parties; (b)automatically if the stockholders of Merida East Stone fail to approve the Business Combination; Combination before February 24, 2022, subject to extension by mutual agreement; and (c)prior to the closing of the Business Combination by mutual agreement of the Principal Investors if there occurs a Company Material Adverse Effect (as defined in the Merger Agreement);and . (d)by Business Combina...tion Agreement). (d)By the Investors, if prior to the Extension Meeting, East Stone does not reach substantially similar non-redemption or forward purchase agreements with Other Investors committing an aggregate of 1,949,316 ordinary shares of East Stone to the same restrictions included in Section 4(b) of this Agreement. (e)By the Investors, if prior to the Business Combination Meeting, Merida all Parties, and Continental Stock Transfer & Trust Company, have not executed the Escrow Agreement or if the Escrow Account has not been funded as contemplated in Section 4(d) above. Agreement. 6 In the event of termination in accordance with Section 6(a), 6(b), 6(c) 6(c), 6(d), or 6(d), 6(e), this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Investors Merida, [Investor], East Stone, or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and, except as otherwise provided in this Agreement, all rights and obligations of each Party shall immediately cease; provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement. View More
Termination. This Agreement may be terminated as follows: (a)at any time by mutual written consent of all Parties; (b)automatically if the stockholders of Merida fail to approve the Business Combination; and (c)prior to the closing of the Business Combination by mutual agreement of the Principal Investors if there occurs a Company Material Adverse Effect (as defined in the Merger Agreement);and . (d)by Agreement); provided that, solely for purposes of this Agreement (and not, for the avoidance of doubt, for ...purposes of the Merger Agreement), the failure of the counterparties to the Note Purchase Agreements (as defined in the Merger Agreement) to fund or cause the funding of 25% or greater of the aggregate amount of the Notes (as defined in the Merger Agreement) when required to do so pursuant to the terms of the Note Subscription Agreements shall constitute a Company Material Adverse Effect. (d)By the Investors, if prior to the Business Combination Meeting, Merida and Continental Stock Transfer & Trust Company, have not executed the Escrow Agreement or if the Escrow Account has not been funded as contemplated in Section 4(d) above. Agreement. In the event of termination in accordance with Section 6(a), 6(b), 6(c) 6(c), or 6(d), 6(d) this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Investors MSOF, MCP, Merida, or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and, except as otherwise provided in this Agreement, all rights and obligations of each Party shall immediately cease; provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement. View More
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.
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.
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.
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.
Termination. This Support Agreement become effective upon the date hereof and shall automatically terminate, and none of Parent, the Company or Stockholder shall have any rights or obligations hereunder, on the earliest of (i) the mutual written consent of Parent, the Company and the Stockholder, (ii) the Closing (following the performance of the obligations of the parties hereunder required to be performed at or prior to the Closing), or (iii) the termination of the Merger Agreement in accordance with its t...erms. No such termination shall relieve the Stockholder, Parent or the Company from any liability resulting from a breach of this Support Agreement occurring prior to such termination. Notwithstanding anything to the contrary herein, the provisions of this Section 15 shall survive the termination of this Support Agreement.View More
Termination. This Support Agreement become effective upon the date hereof and shall automatically terminate, and none of Parent, the Company or Stockholder shall have any rights or obligations hereunder, on the earliest of (i) the mutual written consent of Parent, the Company and the Stockholder, (ii) the Closing (following the performance of the obligations of the parties hereunder required to be performed at or prior to the Closing), or (iii) the termination of the Merger Agreement in accordance with its t...erms. No such termination shall relieve the Stockholder, Parent or the Company from any liability resulting from a breach of this Support Agreement occurring prior to such termination. Notwithstanding anything to the contrary herein, the provisions of this Section 15 shall survive the termination of this Support Agreement. 5 16. Adjustment for Stock Split. If, and as often as, there are any changes in the Stockholder Shares by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means, equitable adjustment shall be made to the provisions of this Support Agreement as may be required so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Stockholder, Parent, the Company, the Stockholder Shares as so changed. View More
Termination. This Support Agreement become effective upon the date hereof and shall automatically terminate, and none of Parent, Brilliant, the Company or Stockholder shall have any rights or obligations hereunder, on the earliest of (i) the mutual written consent of Parent, Brilliant, the Company and the Stockholder, (ii) the Closing (following the performance of the obligations of the parties hereunder required to be performed at or prior to the Closing), or (iii) the termination of the Merger Agreement in... accordance with its terms. No such termination shall relieve the Stockholder, Parent Brilliant or the Company from any liability resulting from a breach of this Support Agreement occurring prior to such termination. Notwithstanding anything to the contrary herein, the provisions of this Section 15 shall survive the termination of this Support Agreement. View More
Termination. This Support Agreement become effective upon the date hereof and shall automatically terminate, and none of Parent, Brilliant, the Company or Stockholder shall have any rights or obligations hereunder, on the earliest of (i) the mutual written consent of Parent, Brilliant, the Company and the Stockholder, (ii) the Closing (following the performance of the obligations of the parties hereunder required to be performed at or prior to the Closing), or (iii) the termination of the Merger Agreement in... accordance with its terms. No such termination shall relieve the Stockholder, Parent Brilliant or the Company from any liability resulting from a breach of this Support Agreement occurring prior to such termination. Notwithstanding anything to the contrary herein, the provisions of this Section 15 shall survive the termination of this Support Agreement. View More
Termination. This Agreement shall terminate and shall cease to be of any further force or effect as of the earlier of (a) such date and time as the Merger Agreement shall have been terminated pursuant to the terms thereof, (b) the Closing, or (c) the date on which the Tyme Voting Proposals shall have been approved by the requisite holders of Tyme Common Stock (the "Expiration Date"); provided, however, that (i) Section 10 shall survive the termination of this Agreement, and (ii) the termination of this Agree...ment shall not relieve any party hereto from any liability for any material and willful breach of this Agreement prior to the Expiration Date.View More
Termination. This Agreement shall terminate and shall cease to be of any further force or effect as of the earlier of (a) such date and time as the Merger Agreement shall have been terminated pursuant to the terms thereof, thereof or (b) the Closing, or (c) the date on which the Tyme Merger Partner Voting Proposals Proposal shall have been approved by the requisite holders of Tyme Common Merger Partner Capital Stock (the "Expiration Date"); provided, however, that (i) Section 10 shall survive the termination... of this Agreement, and (ii) the termination of this Agreement shall not relieve any party hereto from any liability for any material and willful breach of this Agreement prior to the Expiration Date. View More
Termination. This Agreement shall terminate and shall cease to be of any further force or effect as of the earlier of (a) such date and time as the Merger Agreement shall have been terminated pursuant to the terms thereof, (b) the Closing, or (c) the date on which the Tyme Syros Voting Proposals shall have been approved by the requisite holders of Tyme Syros Common Stock (the "Expiration Date"); provided, however, that (i) Section 10 shall survive the termination of this Agreement, and (ii) the termination o...f this Agreement shall not relieve any party hereto from any liability for any material and willful breach of this Agreement prior to the Expiration Date. View More
Termination. This Agreement shall terminate and shall cease to be of any further force or effect as of the earlier of (a) such date and time as the Merger Agreement shall have been terminated pursuant to the terms thereof, (b) the Closing, or (c) the date on which the Tyme Syros Voting Proposals shall have been approved by the requisite holders of Tyme Syros Common Stock (the "Expiration Date"); provided, however, that (i) Section 10 shall survive the termination of this Agreement, and (ii) the termination o...f this Agreement shall not relieve any party hereto from any liability for any material and willful breach of this Agreement prior to the Expiration Date. View More
Termination. At any time, Director may be removed as Board Member as provided in Company's Articles of Incorporation, as amended, bylaws, as amended, and applicable law. Director may resign as Board Member or Director as provided in Company's Articles of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, policies, or practices of Company, neither Director nor Company shall be required to pr...ovide any advance notice or any reason or cause for termination of Director's status as Board Member, except as provided in Company's Articles of Incorporation, as amended, Company's bylaws, as amended, and applicable law. (b) Effect of Termination as Director. Upon a termination of Director's status as a Director, this Agreement will terminate; Company shall pay to Director all compensation and expenses to which Director is entitled up through the date of termination; and Director shall be entitled to his rights under any other applicable law. Thereafter, all of Company's obligations under this Agreement shall cease. (b) Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Board Member. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company's expense) in the defense of any action brought by any third party against Company that relates to the Services. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services. "Proprietary Information" means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director's general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company.View More
Termination. (a) Right to Terminate. At any time, Director may be removed as Board Member a director as provided in Company's Articles Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. At any time, Director may resign as Board Member or Director a director as provided in Company's Articles Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, poli...cies, or practices of Company, neither Director nor Company shall be required to provide any advance notice or any reason or cause for termination of Director's status as Board Member, Director, except as provided in Company's Articles Certificate of Incorporation, as amended, Company's bylaws, as amended, and applicable law. 2 (b) Effect of Termination as Director. Upon a termination of Director's status as a Director, this Agreement will terminate; shall terminate. Company shall pay to Director all compensation and expenses benefits to which Director is entitled up through the date of termination; and Director shall be entitled to his rights under any other applicable law. Thereafter, all of Company's obligations under this Agreement shall cease. (b) Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Board Member. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company's expense) in the defense of any action brought by any third party against Company that relates to the Services. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services. "Proprietary Information" means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director's general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company. termination. View More
Termination. (a) Right to Terminate. At any time, Director may be removed as Board Member as provided in Company's Articles of Incorporation, as amended, bylaws, as amended, and applicable law. Director may resign as Board Member or Director as provided in Company's Articles of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, policies, or practices of Company, neither Director nor Company... shall be required to provide any advance notice or any reason or cause for termination of Director's status as Board Member, except as provided in Company's Articles of Incorporation, as amended, Company's bylaws, as amended, and applicable law. (b) Effect of Termination as Director. Upon a Director's termination of Director's status as a Director, this Agreement will terminate; Company shall pay to Director all compensation and expenses to which Director is entitled up through the date of termination; and Director shall be entitled to his rights under any other applicable law. Thereafter, all of Company's obligations under this Agreement shall cease. (b) Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Board Member. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company's expense) in the defense of any action brought by any third party against Company that relates to the Services. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services. "Proprietary Information" means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director's general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company.View More
Termination. At any time, Director may be removed as Board Member at any time as provided in Company's Articles of Incorporation, as amended, Incorporation and bylaws, as amended, and applicable law. (b) Termination Grant. In the event that the Director is removed by the Company prior to the end of the Term pursuant to Section 4(a), Director shall receive the balance of his Compensation and Benefits pursuant to Section 3 through the date of termination, and an additional issuance, or grant, of 100,000 shares... of the Company's common stock or RSUs ("Termination Grant"). Director shall not be entitled to the Termination Grant pursuant to this Section 6(b) in the event that the Director resigns pursuant to Section 6(c), or is removed for Cause pursuant to Section 6(d). (c) Resignation by Director. Director may resign as Board Member or Director as provided in Company's Articles of Incorporation, as amended, Incorporation and bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, policies, or practices of Company, neither Director nor Company shall be not required to provide any advance notice or any reason or cause for termination of or Director's status as Board Member, except as provided in Company's Articles of Incorporation, as amended, Incorporation and Company's bylaws, as amended, and applicable law. (b) Effect of Termination as Director. Upon a termination of Director's status as a Director, this Agreement will terminate; Company shall pay to Director all compensation and expenses to which Director is entitled up through the date of termination; and Director shall be entitled to his rights under any other applicable law. Thereafter, all of Company's obligations under this Agreement shall cease. (b) (d) Removal for Cause. Director may be removed from serving a Board Member or Director for cause. "Cause" means the Director's: (i) willful misconduct, gross negligence, fraud, embezzlement or other material dishonesty with respect to the affairs of the Company or any of its affiliates; (ii) material failure to meet minimum performance expectations of the Board/Shareholders; (iii) conviction, plea of nolo contendere, guilty plea, or confession to either a felony or any lesser crime relating to the affairs of the Company or any of its affiliates or of which fraud, embezzlement, or moral turpitude is a material element; or (iv) a material breach of this Agreement or a breach of a fiduciary duty owed to the Company, provided that any such breach, if curable, shall not constitute Cause unless the Company has provided the Executive with (x) written notice of the acts or omissions giving rise to a termination of his employment for Cause; (y) the opportunity to correct the act or omission within 30 days after receiving the Company's notice (the "Cure Period"); and (z) an opportunity to be heard before the Board with the Director's counsel present prior to the expiration of the Cure Period. 3 (e) Termination Obligations (i) Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials provided to or prepared by Director in connection with the Services and his membership on the Company's Board of Directors or any committee therefore is the sole and exclusive property of the Company and shall be promptly returned to the Company at such time as the Director is no longer a member of the Company's Board of Directors. (ii) Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Board Member. Director agrees that following any termination of this Agreement, he she shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company's expense) in the defense of any action brought by any third party against Company that relates to the Services. (iii) Nondisclosure Obligations. Director shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during confidential information, or trade secrets belonging to Company, whether in written or permanent form, except to the extent necessary to perform the Services, as required by a lawful government order or subpoena, or as authorized in writing by Company. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and to other third parties, learned by Director as a result of performing the Services. "Proprietary Information" means all information pertaining in any manner to the business of Company, unless unless: (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director's general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company. Company or after the term of this Agreement, and Proprietary Information. This Section 6 shall survive the termination of this Agreement. View More
Termination. If Participant's service Terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights of Participant to such RSUs shall immediately terminate. In case of any dispute as to whether Termination has occurred, the Committee shall have sole discretion to determine whether such Termination has occurred and the effective date of such Termination.
Termination. If Participant's service Terminates your Service terminates for any reason, all unvested RSUs portion of the Award shall be forfeited to the Company forthwith, and all rights of Participant you have to such RSUs unvested portion of the Award shall immediately terminate. In case of any dispute as to whether Termination your termination of Service has occurred, the Committee shall have sole discretion to determine whether such Termination termination has occurred and the effective date of such Ter...mination. termination. View More
Termination. The RSUs shall terminate on the Expiration Date or earlier as provided in this Section 4. If Participant's service Terminates with the Company terminates for any reason, all unvested RSUs for which vesting is no longer possible under the terms of the Notice of Grant and this Agreement shall be forfeited to the Company forthwith, and all rights of Participant to such RSUs shall immediately terminate. In case of any dispute as to whether Termination such termination has occurred, the Committee sha...ll have sole discretion to determine whether such Termination termination has occurred and the effective date of such Termination. termination. View More
Termination. If Participant's service Terminates your Service terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights of Participant you have to such RSUs shall immediately terminate. In case of any dispute as to whether Termination your termination of Service has occurred, the Committee shall have sole discretion to determine whether such Termination termination has occurred and the effective date of such Termination. termination.
Termination. This Agreement will terminate upon the performance of all obligations of Debtor to Bank, including without limitation, the payment of all Indebtedness of Debtor to Bank, and the termination of all commitments of Bank to extend credit to Debtor, existing at the time Bank receives written notice from Debtor of the termination of this Agreement.
Termination. This Agreement will terminate upon the performance of all obligations of Debtor to Bank, Bank secured hereby, including without limitation, the payment of all Indebtedness of Debtor to Bank, Bank secured hereby, and the termination of all commitments of Bank to extend credit to Debtor, Debtor that would constitute Indebtedness to Bank secured hereby, existing at the time Bank receives written notice from Debtor of the termination of this Agreement. 2 WBD (US) 46762908v5 4. OBLIGATIONS OF BANK. B...ank has no obligation to make any loans hereunder. Any money received by Bank in respect of the Collateral may be deposited, at Bank's option, into a non-interest bearing account over which Debtor shall have no control, and the same shall, for all purposes, be deemed Collateral hereunder. Bank shall not be required to apply such money to the Indebtedness or other obligations secured hereby or to remit such money to Debtor or to any other party until the full payment of all Indebtedness of Debtor to Bank secured hereby, and the termination of all commitments to Bank to extend credit to Debtor. View More
Termination. This Agreement will terminate upon the performance of all obligations of Debtor to Bank, Bank secured hereby, including without limitation, the payment of all Indebtedness of Debtor to Bank, Bank secured hereby, and the termination of all commitments of Bank to extend credit to Debtor, Debtor that would constitute Indebtedness to Bank secured hereby, existing at the time Bank receives written notice from Debtor of the termination of this Agreement.
Termination. This Agreement will terminate upon the performance of all obligations of Debtor to Bank, Bank secured hereby, including without limitation, the payment of all Indebtedness of Debtor to Bank, Bank secured hereby, and the termination of all commitments of Bank to extend credit to Debtor, Debtor that would constitute Indebtedness secured hereby, existing at the time Bank receives written notice from Debtor of the termination of this Agreement.
Termination. This Agreement shall cease, terminate and have no further force and effect upon the expiration of the term as set forth in Section 5, unless earlier terminated pursuant to Section 4 or Section 5 hereof or by mutual written agreement of the parties. [Remainder of this page intentionally left blank.]
Termination. This Agreement shall cease, terminate and have no further force and effect upon the expiration of the term as set forth in Section 5, 5 hereof, unless earlier terminated pursuant to Section 4 or Section 5 hereof or by mutual written agreement of the parties. [Remainder of this page intentionally left blank.]
Termination. This Agreement shall cease, terminate and have no further force and effect upon the expiration of the term as set forth in Section 5, 5 hereof, unless earlier terminated pursuant to Section 4 or Section 5 hereof or by mutual written agreement of the parties. [Remainder of this page intentionally left blank.]
Termination. This Agreement shall cease, terminate and have no further force and effect upon the expiration of the term as set forth in Section 5, unless earlier terminated pursuant to Section 4 or Section 5 hereof or by mutual written agreement of the parties. [Remainder of this page intentionally left blank.]
Termination. 9.1 Ability to Terminate. This Agreement may be terminated at any time (the effective date of such termination, which shall be no sooner than three (3) Business Days after notice of such termination, the "Termination Date") prior to the Closing by: (a) mutual written consent of the Company and the Investor; (b) either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 shall have become incapable of fulfillment by t...he Termination Date and shall not have been waived in writing by the other party; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date; (c) the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7. could not be satisfied by the Termination Date, (i) upon a breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7, could not be satisfied by the Termination Date; (d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6 could not be satisfied by the Termination Date, (i) upon a breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6, could not be satisfied by the Termination Date. 9.2 Automatic Termination. In the event that the License Agreement is terminated prior to the Effective Date thereof (as such term is defined in the License Agreement), this Agreement shall terminate automatically. 13 9.3 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof, (a) this Agreement (except for this Section 9.3 and Section 11 hereof (other than Section 11.13), and any definitions set forth in this Agreement and used in such sections) shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, and (b) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which they were made or appropriately amended to reflect the termination of the transactions contemplated hereby; provided, however, that nothing contained in this Section 9.3 shall relieve any party from liability for fraud or any intentional or willful breach of this Agreement.View More
Termination. 9.1 Ability 9.1Ability to Terminate. Terminate . This Agreement may be terminated at any time (the effective date of such termination, which shall be no sooner than three (3) Business Days after notice of such termination, the "Termination Date") prior to the Closing by: (a) mutual 15 (a)mutual written consent of the Company and the Investor; (b) either (b)either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 s...hall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby prior to the Termination Date; (c) the Company, upon written notice to the (c)the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that if (i) any of the conditions representations and warranties of the Company contained in Section 4 of this Agreement shall fail to be true and correct, (ii) there shall be a breach by the Company of any covenant of the Company in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Sections 6 or 8, and (B) which is not curable or, if curable, is not cured on or prior to the twentieth (20th) day after written notice thereof is given by the Investor to the Company, or (iii) the Closing Date shall not have occurred by the Termination Date; or (d)the Company, if (i) any of the representations and warranties of the Investor contained in Section 5 of this Agreement shall fail to be true and correct or (ii) there shall be a breach by the Investor of any covenant of the Investor in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 7 could not be satisfied by the Termination Date, (i) upon a breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7, could not be satisfied by the Termination Date; (d) the Investor, upon written notice to the Company, so long as the Investor 8, and (B) which is not then in breach of its representations, warranties, covenants curable or, if curable, is not cured on or agreements under this Agreement such that any of the conditions set forth in Section 6 could not be satisfied by the Termination Date, (i) upon a breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6, could not be satisfied by the Termination Date. 9.2 Automatic Termination. In the event that the License Agreement is terminated prior to the Effective Date twentieth (20th) day after written notice thereof (as such term is defined in given the License Agreement), this Agreement shall terminate automatically. 13 9.3 Effect Company to the Investor. 9.2Effect of Termination. Termination . In the event of the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof, (a) this Agreement (except for this Section 9.3 9.2 and Section 11 hereof (other than Section 11.13), and any definitions set forth in this Agreement and used in such sections) shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, and (b) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which they were made or appropriately amended to reflect the termination of the transactions contemplated hereby; provided, however, that nothing contained in this Section 9.3 9.2 shall relieve any party from liability for fraud or any intentional or willful breach of this Agreement. View More
Termination. 9.1 Ability 9.1Ability to Terminate. This Agreement may be terminated at any time (the effective date of such termination, which shall be no sooner than three (3) Business Days after notice of such termination, the "Termination Date") prior to the Closing by: (a) mutual (a)mutual written consent of the Company and the Investor; (b) either (b)either the Company or the Investor, upon written notice to the other, if any of the mutual conditions to the Closing set forth in Section 8 hereof shall hav...e become incapable of fulfillment by the Termination Date and shall not have been waived in writing by the other party; party within ten (10) business days after receiving receipt of written notice of an intention to terminate pursuant to this clause (b); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby Transaction prior to the Termination Date; (c) the (c)the Company, upon written notice to the Investor, so long as the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7. 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7, 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date; (d) the (d)the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 6 7.1, 7.2, 7.3 or 7.4 hereof, as applicable, could not be satisfied by the Termination Date, (i) upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or (ii) if any representation or warranty of the Company shall have been or become untrue, in each case such that any of the conditions set forth in Section 6, 6.1, 6.2, 6.3, 6.4 or 6.5 hereof, as applicable, could not be satisfied by the Termination Date. 9.2 Automatic Termination. In Date; or (e)either the event that Company or the License Investor, following the termination of the Commitment Agreement is terminated prior to the Effective Date thereof (as such term is defined in the License Agreement), this Agreement shall terminate automatically. 13 9.3 Effect accordance with its terms. 9.2Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.1 hereof or Section 9.2 hereof, (a) the Commitment Agreement pursuant to its terms, (i) this Agreement (except for this Section 9.3 9.2 and Section 11 hereof (other than Section 11.13), 11.12), and any definitions set forth in this Agreement and used in such sections) shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, and (b) (ii) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which they were made or appropriately amended to reflect the termination of the transactions contemplated hereby; Transaction; provided, however, that nothing contained in this Section 9.3 9.2 shall relieve any party from liability for fraud or any intentional or willful breach of this Agreement. View More
Termination. 9.1 Ability to Terminate. This Agreement may be terminated at any time (the effective date of such termination, which shall be no sooner than three (3) Business Days after notice of such termination, the "Termination Date") prior to the Closing by: (a) mutual written consent of the Company and the Investor; (b) either the Company or the Investor, upon written notice to the other, other after one hundred and eighty (180) days from the date of this Agreement (the "Termination Date"), if any of the...mutual conditions to the Closing set forth in Section 8 shall have become incapable of fulfillment by the Termination Date and Transaction shall not have been waived in writing consummated by the other party; Termination Date; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the transactions contemplated hereby Transaction prior to the Termination Date; (c) the Company, upon written notice to the Investor, so long as either the Company is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that any of the conditions set forth in Section 7. could not be satisfied by the Termination Date, (i) upon a breach of any covenant or agreement on the part of the Investor set forth in this Agreement, or (ii) if any representation or warranty of the Investor shall have been or become untrue, in each case such that any of the conditions set forth in Section 7, could not be satisfied by the Termination Date; (d) the Investor, upon written notice to the Company, so long as the Investor is not then in breach of its representations, warranties, covenants or agreements under this Agreement such that other, if any of the mutual conditions to the Closing set forth in Section 6 could not be satisfied 8 shall have become incapable 16 of fulfillment by the Termination Date, Date and shall not have been waived in writing by the other party; provided, however, that the right to terminate this Agreement under this Section 9.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure to consummate the Transaction prior to the Termination Date; (d) the Investor, if (i) upon any of the representations and warranties of the Company contained in Section 4 of this Agreement shall fail to be true and correct, (ii) there shall be a breach by the Company of any covenant or agreement on the part of the Company in this Agreement that, in either case, (A) would result in the failure of a condition set forth in this Agreement, Sections 6 or (ii) 8, and (B) which is not curable or, if any representation curable, is not cured on or warranty of prior to the Company twentieth (20th) day after written notice thereof is given by the Investor to the Company, or (iii) the Closing Date shall not have been occurred by the Termination Date; or become untrue, in each case such that (e) the Company, if (i) any of the conditions representations and warranties of the Investor contained in Section 5 of this Agreement shall fail to be true and correct or (ii) there shall be a breach by the Investor of any covenant of the Investor in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 6, could 6.5 or 8, and (B) which is not be satisfied by the Termination Date. 9.2 Automatic Termination. In the event that the License Agreement curable or, if curable, is terminated not cured on or prior to the Effective Date twentieth (20th) day after written notice thereof (as such term is defined in given the License Agreement), this Agreement shall terminate automatically. 13 9.3 Company to the Investor. 9.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.1 or Section 9.2 hereof, (a) this Agreement (except for this Section 9.3 9.2 and Section 11 hereof (other than Section 11.13), 11.13) and any definitions set forth in this Agreement and used in such sections) shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, and (b) all filings, applications applications, and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which they were made or appropriately amended to reflect the termination of the transactions contemplated hereby; provided, however, that nothing contained in this Section 9.3 9.2 shall relieve any party from liability for fraud or any intentional or willful breach of this Agreement. View More
