Termination Contract Clauses (53,334)

Termination. With or without cause, the Company and the Executive Chairman Chair may each terminate this Agreement at any time upon 30 60 days' written notice, and the Company shall be obligated to pay to the Executive Chairman Chair the compensation and expenses due up to the date of the termination. Nothing contained herein or omitted herefrom shall prevent the Board of Directors or stockholders of the Company from removing the Executive Chairman Chair as permitted under the Company's certificate of... incorporation, bylaws and its corporate governance, governance documents, each as amended or modified from time to time, and by or pursuant to applicable law, rule or regulation, including, without limitation, the DGCL. 2 7. DGCL.6. INDEMNIFICATION. The Company shall indemnify the Executive Chairman Chair in his capacity as an officer and director of the Company to the fullest extent permitted by applicable law against all debts, judgments, costs, charges or expenses incurred or sustained by the Executive Chairman Chair in connection with any action, suit or proceeding to which the Executive Chairman Chair may be made a party by reason of his being or having been an officer or director of the Company, or because of actions taken by the Executive Chairman Chair which were believed by the Executive Chairman Chair to be in the best interests of the Company, and the Executive Chairman Chair shall be entitled to be covered by any directors' and officers' liability insurance policies which the Company may maintain for the benefit of its directors and officers, subject to the limitations of any such policies. The Company shall have the right to assume, with legal counsel of its choice, the defense of Executive in any such action, suit or proceeding for which the Company is providing indemnification to the Executive Chairman. Chair. Should the Executive Chairman Chair determine to employ separate legal counsel in any such action, suit or proceeding, any costs and expenses of such separate legal counsel shall be the sole responsibility of the Executive Chairman. Chair. If the Company does not assume the defense of any such action, suit or other proceeding, the Company shall, upon request of the Executive Chairman, Chair, promptly advance or pay any amount for costs or expenses (including, without limitation, the reasonable legal fees and expenses of counsel retained by the Executive Chairman) Chair) incurred by the Executive Chairman Chair in connection with any such action, suit or proceeding. The Company shall not be obligated to indemnify the Executive Chairman Chair against any actions that constitute, in the reasonable discretion are determined, by a court of the Board of Directors, competent jurisdiction, to be an act of gross negligence or willful misconduct or contrary to the general indemnification provisions of the DGCL or the Company's certificate of incorporation or bylaws. bylaws.7. AMENDMENTS; WAIVERS. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Executive Chair or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought; provided, however, that any such amendment or waiver shall be unanimously approved by the Board of Directors. No waiver of any breach with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent breach or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.8. NOTICES. All notices, requests, demands and other communications provided in connection with this Agreement shall be in writing and shall be deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile (with receipt confirmed by the sender's transmitting device) in accordance with the contact information provided on the signature page hereto or such other contact information as the parties may have duly provided by notice. View More

Termination. 7.1 8.1 Termination Events. This Agreement may be terminated prior to the Closing: (a) by the Purchaser if (i) there is a material Breach breach of any covenant or obligation of the Seller Parent, Members or the Sellers and such Breach breach shall not have been cured within ten (10) days after the delivery of written notice thereof to the Seller, Parent, or (ii) the Purchaser reasonably determines that the timely satisfaction of any condition set forth in Section 5 6 has become impossible or... impractical (other than as a result of any failure on the part of the Purchaser to comply with or perform its covenants and obligations set forth in this Agreement); Agreement), which shall include the withdrawal of the Registration Statement for any reason; (b) by the Seller Parent if (i) there is a material Breach breach of any covenant or obligation of the Purchaser and such Breach breach shall not have been cured within ten (10) days after the delivery of notice thereof to the Purchaser, Purchaser; 31 (c) by the Purchaser if the Closing has not taken place on or (ii) the Seller reasonably determines that the timely satisfaction of any condition set forth in Section 6 has become impossible or impractical before May 31, 2014 (other than as a result of any failure on the part of the Purchaser to comply with or perform its covenants and obligations under this Agreement); (d) by the Parent if the Closing has not taken place on or before May 31, 2014 (other than as a result of any failure on the part of Parent, any Member or any Seller to comply with or perform any covenant or obligation set forth in this Agreement); (c) (e) by the Purchaser as provided in Section 6.10, or the Seller if the Transactions shall not have been consummated by ninety (90) days following the date hereof; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(c) shall not be available to any Party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a material breach of this Agreement; or (d) (f) by the mutual written consent of the Purchaser and the Seller. 7.2 Parent. 8.2 Termination Procedures. If the Purchaser wishes to terminate this Agreement pursuant to Sections 7.1(a) Section 8.1(a), Section 8.1(c) or 7.1(c), Section 8.1(e), the Purchaser shall deliver to the Seller Parent a written notice stating that the Purchaser is terminating this Agreement and setting forth a brief description of the basis on which the Purchaser is terminating this Agreement. If the Seller Parent wishes to terminate this Agreement pursuant to Sections 7.1(b) Section 8.1(b) or 7.1(c), Section 8.1(d), the Seller Parent shall deliver to the Purchaser a written notice stating that the Seller Parent is terminating this Agreement and setting forth a brief description of the basis on which the Seller Parent is terminating this Agreement. 7.3 8.3 Effect of Of Termination. If this Agreement is terminated pursuant to Section 7.1, 8.1, all further obligations of the Parties parties under this Agreement shall terminate; provided, however, that: (a) no Party party shall be relieved of any obligation or other Liability arising from any Breach breach by such Party party of any provision of this Agreement; (b) the Parties parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in 7.4 and Section 10; 11; and (c) the Seller Parent, Members and the Purchaser Sellers shall, in all events, remain bound by and continue to be subject to Section 4.8. 7.4 4.7. 8.4 Nonexclusivity of Of Termination Rights. The termination rights provided in Section 7.1 8.1 shall not be deemed to be exclusive. Accordingly, the exercise by any Party party of its right to terminate this Agreement pursuant to Section 7.1 8.1 shall not be deemed to be an election of remedies and shall not be deemed to prejudice, or to constitute or operate as a waiver of, any other right or remedy that such Party party may be entitled to exercise (whether under this Agreement, under any other Contract, under any statute, rule or other applicable Law, Legal Requirement, at common law, in equity or otherwise). View More

Termination. This Guaranty shall terminate automatically upon written notice from the Agent that upon the indefeasible payment in full in cash of the Guaranteed Obligations. Upon the sale, transfer, conveyance or other disposition of Obligations and upon each Guarantor having performed all of the equity interests of any Guarantor in a transaction permitted pursuant to its respective covenants under the Transaction Documents (other than to a Note Party) and the application of the proceeds thereof as provided... in the Transaction Documents, such Guarantor shall cease to be a "Guarantor" for purposes of the Transaction Documents and shall be released from its obligations hereunder. -4- 12. has occurred. 3 32. Counterparts. This Guaranty may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than one such counterpart. Facsimile or electronic transmissions of any executed original document and/or retransmission of any executed facsimile or electronic transmission shall be deemed to be the same as the delivery of an executed original. At the request of any party hereto, the other parties hereto shall confirm such transmissions by executing duplicate original documents and delivering the same to the requesting party or parties. View More

Termination. This Agreement will terminate upon the earliest of (a) the Closing, (b) the date that the Merger Agreement is validly terminated in accordance with Section 8.01 of the Merger Agreement and Agreement, (c) an Adverse Recommendation Change and (d) the delivery of written notice of termination of this Agreement by the Company to Shareholder (such earliest date, the "Termination Date"); provided, provided that the provisions set forth in Sections 9 and 12 through 23 will survive the termination of... this Agreement; provided provided, further, that any liability incurred by any party hereto as a result of a breach of a term or condition of this Agreement prior to the Termination Date will survive the termination of this Agreement, but that, notwithstanding anything to the contrary contained herein, Shareholder will not be liable for any money damages for any breach of this Agreement, other than as a result of Fraud or a willful and material breach resulting from an action or omission intentionally taken (or failed to be taken) (as defined in the Merger Agreement) by Shareholder with the knowledge that such action or omission would, or would reasonably be expected to, cause such breach of a representation, warranty, covenant or obligation of Shareholder contained in this Voting Agreement. View More

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

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

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

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

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

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