Termination Contract Clauses (53,333)

Grouped Into 404 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) The Offering may be terminated by the Placement Agent at any time prior to the expiration of the Offering Period in the event that: (i) any of the representations, warranties or covenants of the Company contained herein or in the Subscription Documents shall prove to have been false or misleading in any material respect when actually made; (ii) the Company shall have failed to perform any of its material obligations hereunder or under any other Company Transaction Document or any other... transaction document; (iii) there shall occur any event, within the control of the Company that is reasonably likely to materially and adversely affect the transactions contemplated hereunder or the ability of the Company to perform hereunder; or (iv) the Placement Agent determines that it is reasonably likely that any of the conditions to Closing to be fulfilled by the Company set forth herein will not, or cannot, be satisfied. (b) This Offering may be terminated by the Company at any time prior to the Termination Date in the event that (i) the Placement Agent shall have failed to perform any of its material obligations hereunder or (ii) on account of the Placement Agent's fraud, illegal or willful misconduct or gross negligence. In the event of any termination by the Company, the Placement Agent shall be entitled to receive, on the Termination Date, all unpaid Broker Fees earned or accrued through the Termination Date and reimbursement of all expenses as provided for in this Agreement, but shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. On such Termination Date, the Company shall pay all such unpaid costs and expenses incurred by the Placement Agent in connection with the Offering, Placement Agent counsel fee provided above and all unpaid Blue Sky Fees and other expenses set forth in Section 5(i) hereof. Placement Agency Agreement (PIPE)Page 20 (c) This Offering may be terminated upon mutual agreement of the Company and the Placement Agent at any time prior to the expiration of the Offering Period. (d) Except as otherwise provided above, before any termination by the Placement Agent under Section 10(a) or by the Company under Section 10(b) shall become effective, the terminating party shall give ten (10) day prior written notice to the other party of its intention to terminate the Offering (the "Termination Notice"). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have five (5) days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects on the transactions contemplated hereby; otherwise, the Offering shall terminate. (e) Upon any termination pursuant to this Section 10, the Placement Agent and the Company will instruct the Escrow Agent to cause all monies received with respect to the subscriptions for Securities not accepted by the Company to be promptly returned to such subscribers without interest, penalty or deduction. View More Arrow
Termination. (a) (a)(i) The Placement Agent's participation in the Offering may be terminated by the Placement Agent at any time prior to the expiration of the Offering Period in the event that: (i) any of the representations, warranties or covenants of the Company contained herein or in the Subscription Documents shall prove to have been false or misleading in any material respect when actually made; (ii) the Company shall have failed to perform any of its material obligations hereunder or under any other... Company Transaction Document or any other transaction document; or (iii) there shall occur any event, within the control on account of the Company that is reasonably likely to materially and adversely affect the transactions contemplated hereunder Company's fraud, illegal or the ability of the Company to perform hereunder; willful misconduct or (iv) the Placement Agent determines that it is reasonably likely that any of the conditions to Closing to be fulfilled by the Company set forth herein will not, or cannot, be satisfied. (b) gross negligence. 10 (i) This Offering Agreement may be terminated by the Company at any time prior to the Termination Date in the event that (i) any of the representations, warranties or covenants of the Placement Agent contained herein or in the Subscription Documents shall prove to have been false or misleading in any material respect when actually made; (ii) the Placement Agent shall have failed to perform any of its material obligations hereunder or (ii) (iii) on account of the Placement Agent's fraud, illegal or willful misconduct or gross negligence. In the event of any termination by the Company, Company pursuant to this Section 10(b), the Placement Agent shall be entitled to receive, on the Termination Date, all unpaid Broker Fees compensation as set forth in Sections 3(a) and 3(b) herein earned or accrued through the Termination Date and reimbursement of all expenses as provided for in this Agreement, but shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. On such Termination Date, the Company shall pay all such unpaid costs and expenses incurred by the Placement Agent in connection with the Offering, Placement Agent counsel fee provided above and all unpaid Blue Sky Fees and other expenses set forth in Section 5(i) hereof. Placement Agency (b) The Offering and/or this Agreement (PIPE)Page 20 (c) This Offering may be terminated upon mutual agreement of by the Company and the Placement Agent at any time prior to the expiration of the Offering Period. (d) Period; provided, however, that no such termination solely pursuant to this Section 10(b) shall affect GPN's entitlement to accrued and unpaid amounts provided for in this Agreement, whether or not any Closing occurs prior to or subsequent to the effective date of termination. The Offering and/or this Agreement may be terminated by the Company at any time after the end of the Offering Period, in the event that the Company has not formally accepted subscriptions for at least the Minimum Amount by such date. In the event of any termination by the Company under the immediately preceding sentence of this Section 10(b), the Placement Agent shall be entitled to receive, on the Termination Date, payment of Expenses as provided for in paragraph 5(h) of this Agreement, but the Placement Agent shall be entitled to no other amounts whatsoever except as may be due under the Break Fee provision or under any indemnity or contribution obligation provided for herein, at law or otherwise. (c) Except as otherwise provided above, before any termination by the Placement Agent under Section 10(a) or by the Company under Section 10(b) shall become effective, the terminating party shall give ten (10) day prior written notice to the other party of its intention to terminate the Offering (the "Termination Notice"). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have five (5) days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects on the transactions contemplated hereby; otherwise, the Offering shall terminate. (e) (d) Upon any termination pursuant to this Section 10, the Placement Agent and the Company will instruct the Escrow Agent to cause all monies received with respect to the subscriptions for Securities not accepted by the Company to be promptly returned to such subscribers without interest, penalty or deduction. View More Arrow
Termination. (a) The Offering may be terminated by the Placement Agent Agents at any time prior to the expiration of the Offering Period in the event that: (i) any of the representations, warranties or covenants of the Company contained herein or in the Subscription Documents shall prove to have been false or misleading in any material respect when actually made; (ii) the Company shall have failed to perform any of its material obligations hereunder or under any other Company Transaction Document or any... other transaction document; (iii) there shall occur any event, within the control of the Company that is reasonably likely to materially and adversely affect the transactions contemplated hereunder or the ability of the Company to perform hereunder; or (iv) the Placement Agent determines Agents determine that it is reasonably likely that any of the conditions to Closing to be fulfilled by the Company set forth herein will not, or cannot, be satisfied. (b) This Offering may be terminated by the Company at any time prior to the Termination Date in the event that (i) the Placement Agent Agents shall have failed to perform any of its material obligations hereunder or (ii) on account of one of the Placement Agent's fraud, illegal or willful misconduct or gross negligence. In the event of any termination by the Company, the Placement Agent Agents shall be entitled to receive, on the Termination Date, all unpaid Broker Fees respective compensation as set forth in Section 3A and 3B herein earned or accrued through the Termination Date and reimbursement of all expenses as provided for in this Agreement, but shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. On such Termination Date, the Company shall pay all such unpaid costs and expenses incurred by the Placement Agent Katalyst's counsel fees in connection with the Offering, Placement Agent counsel fee as provided above and all unpaid Blue Sky Fees and other expenses set forth in Section 5(i) hereof. Placement for herein. Agency Agreement (PIPE)Page 20 (PIPE and Warrant Exercise) Page 21 (c) This Offering may be terminated upon mutual agreement of the Company and the Placement Agent Agents at any time prior to the expiration of the Offering Period. (d) This Offering and this Agreement may be terminated by the Company at any time after September 7, 2016, in the event that the Company has not formally accepted subscriptions for at least the Minimum Amount by such date. In the event of any termination by the Company under this clause (d), Katalyst shall be entitled to receive, on the Termination Date, payment of the Katalyst Legal Fee and reimbursement of the Katalyst Expenses as provided for in paragraph 5(h) of this Agreement and GPN shall be entitled to receive, on the Termination Date, reimbursement of the GPN Expenses as provided for in paragraph 5(h) of this Agreement, but the Agents shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. (e) Except as otherwise provided above, before any termination by the Placement Agent Agents under Section 10(a) or by the Company under Section 10(b) shall become effective, the terminating party shall give ten (10) day prior written notice to the other party of its intention to terminate the Offering (the "Termination Notice"). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have five (5) days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects on the transactions contemplated hereby; otherwise, the Offering shall terminate. (e) (f) Upon any termination pursuant to this Section 10, the Placement Agent Agents and the Company will instruct the Escrow Agent to cause all monies received with respect to the subscriptions for Securities not accepted by the Company to be promptly returned to such subscribers without interest, penalty or deduction. View More Arrow
Termination. (a) The Offering may be terminated by the Placement Agent Agents at any time prior to the expiration of the Offering Period in the event that: (i) any of the representations, warranties or covenants of the Company contained herein or in the Subscription Documents shall prove to have been false or misleading in any material respect when actually made; (ii) the Company shall have failed to perform any of its material obligations hereunder or under any other Company Transaction Document or any... other transaction document; (iii) there shall occur any event, within the control of the Company that is reasonably likely to materially and adversely affect the transactions contemplated hereunder or the ability of the Company to perform hereunder; or (iv) the Placement Agent determines Agents determine that it is reasonably likely that any of the conditions to Closing to be fulfilled by the Company set forth herein will not, or cannot, be satisfied. (b) This Offering may be terminated by the Company at any time prior to the Termination Date in the event that (i) the Placement Agent Agents shall have failed to perform any of its material obligations hereunder or (ii) on account of the Placement Agent's Agents' fraud, illegal or willful misconduct or gross negligence. In the event of any termination by the Company, the Placement Agent Agents shall be entitled to receive, on the Termination Date, all unpaid Broker Fees respective compensation as set forth in Sections 3(a) and 3(b) herein earned or accrued through the Termination Date and reimbursement of all expenses as provided for in this Agreement, but shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. On such Termination Date, the Company shall pay all such unpaid costs and expenses incurred by the Placement Agent Katalyst's counsel fees in connection with the Offering, Placement Agent counsel fee as provided above and all unpaid Blue Sky Fees and other expenses set forth in Section 5(i) hereof. for herein. Placement Agency Agreement (PIPE)Page 20 21 (c) This Offering may be terminated upon mutual agreement of the Company and the Placement Agent Agents at any time prior to the expiration of the Offering Period. (d) This Offering and this Agreement may be terminated by the Company at any time after December 23, 2016, in the event that the Company has not formally accepted subscriptions for at least the Minimum Amount by such date. In the event of any termination by the Company under this clause (d), Katalyst shall be entitled to receive, on the Termination Date, payment of the Katalyst Legal Fee and reimbursement of the Katalyst Expenses as provided for in paragraph 5(h) of this Agreement, but the Placement Agents shall be entitled to no other amounts whatsoever except as may be due under any indemnity or contribution obligation for provided herein, at law or otherwise. (e) Except as otherwise provided above, before any termination by the Placement Agent Agents under Section 10(a) or by the Company under Section 10(b) shall become effective, the terminating party shall give ten (10) day prior written notice to the other party of its intention to terminate the Offering (the "Termination Notice"). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have five (5) days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects on the transactions contemplated hereby; otherwise, the Offering shall terminate. (e) (f) Upon any termination pursuant to this Section 10, the Placement Agent Agents and the Company will instruct the Escrow Agent to cause all monies received with respect to the subscriptions for Securities not accepted by the Company to be promptly returned to such subscribers without interest, penalty or deduction. View More Arrow
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Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, if, at or after the Applicable Time: (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Master Issuer's securities or securities in general; or (ii) trading on the NYSE or Nasdaq shall have been suspended or been made subject to material... limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (iii) a banking moratorium has been declared by any state or federal authority or any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (A) or (B), in the judgment of the Representative, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Offered Notes, on the terms and in the manner contemplated by the Final Offering Memorandum; or (v) any of the events described in Sections 7(r) or 7(x) shall have occurred or the Initial Purchasers shall decline to purchase the Offered Notes for any reason permitted under this Agreement. Any notice of termination pursuant to this Section 10 shall be in writing. View More Arrow
Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, if, at or after the Applicable Time: (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Master Issuer's securities or securities in general; or (ii) trading on the NYSE or Nasdaq shall have been suspended or been made subject to material... limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (iii) a banking moratorium has been declared by any state or federal authority or any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (A) or (B), in the judgment of the Representative, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Offered Notes, on the terms and in the manner contemplated by the Final Offering Memorandum; or (v) any of the events described in Sections 7(r) or 7(x) shall have occurred or any other condition described in Section 7 shall fail to have been satisfied or the Initial Purchasers shall decline to purchase the Offered Notes for any reason permitted under this Agreement. Any notice of termination pursuant to this Section 10 shall be in writing. 41 11. Non-Assignability. None of the Jack in the Box Parties may assign its rights and obligations under this Agreement. No Initial Purchaser may assign its respective rights and obligations under this Agreement, except that an Initial Purchaser shall have the right to substitute any one of its affiliates as the purchaser of the Offered Notes that it has agreed to purchase hereunder ("Substituting Initial Purchaser"), by a written notice to the Master Issuer, which notice shall be signed by both the Substituting Initial Purchaser and such affiliate, shall contain such affiliate's agreement to be bound by this Agreement and shall contain a confirmation by such affiliate of the accuracy with respect to it of the representations set forth in Section 3. Upon receipt of such notice, wherever the word "Initial Purchaser" is used in this Agreement (other than in this Section 11), such word shall be deemed to refer to such affiliate in lieu of the Substituting Initial Purchaser. View More Arrow
Termination. The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date, if, at or after the Applicable Time: (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative Representatives will in the immediate future materially disrupt, the market for the Master Issuer's securities or securities in general; or (ii) trading on the NYSE or Nasdaq NASDAQ shall have been suspended or... been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq NASDAQ or by order of the Commission or any other governmental authority having jurisdiction; or (iii) a banking moratorium has been declared by any state or federal authority or any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or escalation of calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (A) or (B), in the judgment of the Representative, Representatives, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Offered Notes, on the terms and in the manner contemplated by the Final Offering Memorandum; or (v) any of the events described in Sections 7(r) 7(t) or 7(x) shall have occurred or the Initial Purchasers shall decline to purchase the Offered Notes for any reason permitted under this Agreement. Any notice of termination pursuant to this Section 10 11 shall be in writing. 40 12. Non-Assignability. None of the Wendy's Parties may assign its rights and obligations under this Agreement. The Initial Purchasers may not assign their respective rights and obligations under this Agreement, except that each Initial Purchaser shall have the right to substitute any one of its affiliates as the purchaser of the Offered Notes that it has agreed to purchase hereunder ("Substituting Initial Purchaser"), by a written notice to the Master Issuer and subject to the consent of the Master Issuer (such consent not to be unreasonably withheld), which notice shall be signed by both the Substituting Initial Purchaser and such affiliate, shall contain such affiliate's agreement to be bound by this Agreement and shall contain a confirmation by such affiliate of the accuracy with respect to it of the representations set forth in Section 3. Upon receipt of such notice, wherever the word "Initial Purchaser" is used in this Agreement (other than in this Section 12), such word shall be deemed to refer to such affiliate in lieu of the Substituting Initial Purchaser. View More Arrow
Termination. The Representative Initial Purchaser shall have the right to terminate this Agreement at any time prior to the Closing Date, if, at or after the Applicable Time: (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative Initial Purchaser will in the immediate future materially disrupt, the market for the Master Issuer's Co-Issuers' securities or securities in general; or (ii) trading on the NYSE or Nasdaq NASDAQ shall have... been suspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq NASDAQ or by order of the Commission or any other governmental authority having jurisdiction; or (iii) a banking moratorium has been declared by any state or federal authority or any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (A) or (B), in the judgment of the Representative, Initial Purchaser, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Offered Notes, on the terms and in the manner contemplated by the Final Offering Memorandum; or (v) any of the events described conditions set forth in Sections 7(r) 7(q), 7(s) or 7(x) shall 7(y) have occurred not been satisfied or the Initial Purchasers Purchaser shall decline to purchase the Offered Notes for any reason permitted under this Agreement. Any notice of termination pursuant to this Section 10 shall be in writing. 39 11. Non-Assignability. None of the Sonic Parties may assign its rights and obligations under this Agreement. The Initial Purchaser may not assign its rights and obligations under this Agreement, except that the Initial Purchaser shall have the right to substitute any one of its affiliates as the purchaser of the Offered Notes that it has agreed to purchase hereunder ("Substituting Initial Purchaser"), by a written notice to the Co-Issuers, which notice shall be signed by both the Substituting Initial Purchaser and such affiliate, shall contain such affiliate's agreement to be bound by this Agreement and shall contain a confirmation by such affiliate of the accuracy with respect to it of the representations set forth in Section 3. Upon receipt of such notice, wherever the word "Initial Purchaser" is used in this Agreement (other than in this Section 11), such word shall be deemed to refer to such affiliate in lieu of the Substituting Initial Purchaser. View More Arrow
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Termination. If either party breaches a material provision of this Agreement, the other party may terminate this Agreement upon five (5) days' notice, unless the breach is cured within the notice period. Either party may also terminate this Agreement at any time, with or without cause, upon five (5) days' notice, but, if (and only if) such termination is without cause, Company shall upon such termination pay Consultant all unpaid, undisputed amounts due for the Services completed prior to notice of such... termination. Sections 2 (subject to the limitations set forth in Section 2(c) through 8 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Consultant. View More Arrow
Termination. If either party breaches a material provision of this Agreement, the other party may terminate this Agreement upon five (5) ten (10) days' notice, unless the breach is cured within the notice period. Either party Company also may also terminate this Agreement at any time, with or without cause, upon five (5) fifteen (15) days' notice, but, if (and only if) such termination is without cause, Company shall upon such termination pay Consultant all unpaid, undisputed amounts due for the Services... completed prior to notice of such termination. Sections 2 (subject to the limitations set forth in Section 2(c) 2.c) through 8 9 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Consultant. Notwithstanding anything to the contrary herein or in the Separation Agreement (as defined below), if Company were to terminate this Agreement prior to November 2, 2018 for any reason other than upon a determination by Company that Consultant failed to perform his duties hereunder to Company's reasonable satisfaction, Consultant shall be permitted to seek or commence employment with another entity after such termination, provided that Consultant shall not announce such employment prior to January 1, 2019, without the Company's prior written consent. View More Arrow
Termination. If either party breaches a material provision of this Agreement, the other party may terminate this Agreement upon five (5) days' notice, unless the breach is cured within the notice period. immediately. Either party may also terminate this Agreement at any time, with or without cause, upon five (5) thirty (30) days' notice, but, if (and only if) such termination is without cause, notice. Company shall upon such termination pay Consultant all unpaid, undisputed amounts due for the Services... completed prior to notice of such termination. Sections 2 (subject to the limitations set forth in Section 2(c) 2(c)) through 8 9 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Consultant. View More Arrow
Termination. If either party breaches a material provision of this Agreement, the other party may terminate this Agreement upon five (5) 10 days' notice, unless the breach is cured within the notice period. Either party Company also may also terminate this Agreement at any time, with or without cause, upon five (5) 30 days' notice, but, if (and only if) such termination is without cause, Company shall upon such termination pay Consultant all unpaid, undisputed amounts due for the Services completed prior to... notice of such termination. Sections 2 (subject (including without limitation the obligation to the limitations set forth in Section 2(c) preserve Company's Proprietary Information against non-use and disclosure) through 8 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Consultant. View More Arrow
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Termination. This Agreement shall terminate, and have no further force and effect, if the Business Combination Agreement is terminated in accordance with its terms prior to the Closing.
Termination. This Agreement shall terminate, and have no further force and effect, if the Business Combination Share Exchange Agreement is terminated in accordance with its terms prior to the Closing.
Termination. This Agreement shall terminate, and have no further force and effect, if the Business Combination Agreement is terminated in accordance with its terms prior to the Closing. Closing under the Business Combination Agreement.
Termination. This Agreement shall terminate, and have no further force and effect, if the Business Combination Merger Agreement is terminated in accordance with its terms prior to the Closing.
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Termination. (a) If this Agreement shall be terminated by the Representatives because of any failure or refusal on the part of either of Ally Bank or the Depositor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason either of Ally Bank or the Depositor shall be unable to perform its obligations under this Agreement, Ally Bank and the Depositor, jointly and severally, shall reimburse the Underwriters for all reasonable out-of-pocket expenses (including the... reasonable fees and disbursements of their outside counsel) reasonably incurred by the Underwriters in connection with the offering of the Offered Notes. (b) The Representatives may terminate this Agreement (upon consultation with each of Ally Bank and the Depositor) at any time prior to the Closing Date if, in the opinion of the Representatives, there shall have been a change in national or international financial, political or economic conditions that in their view will have a materially adverse effect on the success of the offering and distribution of or a secondary market for the Offered Notes in the United States. After consultation with each of Ally Bank and the Depositor, the parties to this Agreement shall be released and discharged from their respective obligations under this Agreement without liability on the part of either the Underwriters or on the part of either of Ally Bank or the Depositor (other than under Section 8), and, notwithstanding Section 10(a), each party will pay its own expenses. View More Arrow
Termination. (a) If this Agreement shall be terminated by the Representatives because of any failure or refusal on the part of either of Ally Bank Financial or the Depositor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason either of Ally Bank Financial or the Depositor shall be unable to perform its obligations under this Agreement, Ally Bank Financial and the Depositor, jointly and severally, shall reimburse the Underwriters for all reasonable... out-of-pocket expenses (including the reasonable fees and disbursements of their outside counsel) reasonably incurred by the Underwriters in connection with the offering of the Offered Notes. (b) The Representatives may terminate this Agreement (upon consultation with each of Ally Bank Financial and the Depositor) at any time prior to the Closing Date if, in the opinion of the Representatives, there shall have been such a change in national or international financial, political or economic conditions that in their view will have a materially adverse effect on the success of the offering and distribution of or a secondary market for the Offered Notes in the United States. After consultation with each of Ally Bank Financial and the Depositor, the parties to this Agreement shall be released and discharged from their respective obligations under this Agreement without liability on the part of either the Underwriters or on the part of either of Ally Bank Financial or the Depositor (other than under Section 8), and, notwithstanding Section 10(a), each party will pay its own expenses. View More Arrow
Termination. (a) If this Agreement shall be terminated by the Representatives because of any failure or refusal on the part of either of Ally Bank Financial or the Depositor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason either of Ally Bank Financial or the Depositor shall be unable to perform its obligations under this Agreement, Ally Bank Financial and the Depositor, jointly and severally, shall reimburse the Underwriters for all reasonable... out-of-pocket expenses (including the reasonable fees and disbursements of their outside counsel) reasonably incurred by the Underwriters in connection with the offering of the Offered Notes. (b) The Representatives may terminate this Agreement (upon consultation with each of Ally Bank Financial and the Depositor) at any time prior to the Closing Date if, in the opinion of the Representatives, there shall have been such a change in national or international financial, political or economic conditions that in their view will have a materially adverse effect on the success of the offering and distribution of or a secondary market for the Offered Notes in the United States. After consultation with each of Ally Bank Financial and the Depositor, the parties to this Agreement shall be released and discharged from their respective obligations under this Agreement without liability on the part of either the Underwriters or on the part of either of Ally Bank Financial or the Depositor (other than under Section 8), and, notwithstanding Section 10(a), each party will pay its own expenses. View More Arrow
Termination. (a) If this Agreement shall be terminated by the Representatives because of any failure or refusal on the part of either of Ally Bank Financial or the Depositor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason either of Ally Bank Financial or the Depositor shall be unable to perform its obligations under this Agreement, Ally Bank Financial and the Depositor, jointly and severally, shall reimburse the Underwriters for all reasonable... out-of-pocket expenses (including the reasonable fees and disbursements of their outside counsel) reasonably incurred by the Underwriters in connection with the offering of the Offered Notes. (b) The Representatives may terminate this Agreement (upon consultation with each of Ally Bank Financial and the Depositor) at any time prior to the Closing Date if, in the opinion of the Representatives, there shall have been such a change in national or international financial, political or economic conditions that in their view will have a materially adverse effect on the success of the offering and distribution of or a secondary market for the Offered Notes in the United States. After consultation with each of Ally Bank Financial and the Depositor, the parties to this Agreement shall be released and discharged from their respective obligations under this Agreement without liability on the part of either the Underwriters or on the part of either of Ally Bank Financial or the Depositor (other than under Section 8), and, notwithstanding Section 10(a), each party will pay its own expenses. View More Arrow
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Termination. 10.1 Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) by either Buyer or Seller if a material breach of this Agreement has been committed by the other party and such breach has not been (i) remedied within ten business days following receipt of written notice from the other party specifying such breach and demanding that it be remedied or (ii) waived; (b) (i) by Buyer if any of the conditions in Section 7 have not been satisfied as of the... Closing Date or if satisfaction of such condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 8 has not been satisfied as of the Closing Date or if satisfaction of such condition is or becomes impossible (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date; (c) by mutual consent of Buyer and Seller; or 15 (d) by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before December 31, 2014. 10.2 Effect of Termination. Each party's right of termination under Section 10.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 10.1, all further obligations of the parties under this Agreement will terminate, except that the obligations in Sections 12.1 will survive; provided, however, that if this Agreement is terminated by a party because of the breach of this Agreement by the other party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired. View More Arrow
Termination. 10.1 Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) by either the Buyer or the Seller if a material breach Breach of any provision of this Agreement has been committed by the other party and such breach Breach has not been (i) remedied within ten business days following receipt of written notice from the other party specifying such breach and demanding that it be remedied or (ii) waived; (b) (i) by the Buyer if any of the conditions in... Section 7 have not been satisfied as of the Closing Date or if satisfaction of such condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Section 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition on or before the Closing Date; or 23 (ii) by the Seller, if any of the conditions in Section 9 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Seller to comply with their obligations under this Agreement) and the Seller has not waived such condition on or before the Closing Date; (c) by mutual consent of the Buyer and the Seller; or 15 (d) either by either the Buyer or by the Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before December 31, 2014. January 1, 2021 or such later date as the parties may agree upon. 10.2 Effect of Termination. Each party's right of termination under Section 10.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 10.1, all further obligations of the parties under this Agreement will terminate, except that the obligations in Sections 12.1 and 12.3 will survive; provided, however, that if this Agreement is terminated by a party because of the breach Breach of this the Agreement by the other party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired. View More Arrow
Termination. 10.1 9.1 Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) by either Buyer or Seller Sellers if a material breach Breach of any provision of this Agreement has been committed by the other party Party and such breach Breach has not been (i) remedied within ten business days following receipt of written notice from the other party specifying such breach and demanding that it be remedied or (ii) waived; (b) (i) by Buyer if any of the conditions... in Section 7 have has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) (i) by Seller, Sellers, if any of the conditions in Section 8 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller Sellers to comply with their obligations under this Agreement) and Seller Sellers has not waived such condition on or before the Closing Date; (c) by mutual consent of Buyer and Seller; Sellers; or 15 (d) either by either Buyer or Seller by Sellers if the Closing has not occurred (other than through the failure of any party Party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before December August 31, 2014. 10.2 2022, or such later date as the parties may agree upon. 9.2 Effect of Termination. Each party's right of termination under Section 10.1 9.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 10.1, 9.1, all further obligations of the parties under this Agreement will terminate, except that the obligations in Sections 12.1 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party Party because of the breach Breach of this the Agreement by the other party Party or because one or more of the conditions to the terminating party's Party's obligations under this Agreement is not satisfied as a result of the other party's Party's failure to comply with its obligations under this Agreement, the terminating party's Party's right to pursue all legal remedies will survive such termination unimpaired. View More Arrow
Termination. 10.1 8.1 Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: (a) by either Buyer or Seller the Company if a material breach of any provision of this Agreement has been committed by the other party and Party and, if such breach is subject to being cured, such breach (i) has not been (i) remedied cured within ten business fifteen (15) days following of the breaching Party's receipt of written notice of such breach from the other party specifying such... breach and demanding that it be remedied non-breaching Party or (ii) waived; has not been waived by the non-breaching Party; (b) (i) by Buyer if any of the conditions condition in Section 7 have Article 6 has not been satisfied as of the Closing Termination Date or if satisfaction of any such condition is or becomes unlikely or impossible (other than through as a result of the failure of Buyer or Merger Sub to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, the Company if any of the conditions condition in Section 8 Article 7 has not been satisfied as of the Closing Termination Date or if satisfaction of any such condition is or becomes unlikely or impossible (other than through as a result of the failure of Seller the Company or the Shareholders' Representative to comply with their its obligations under this Agreement) and Seller the Company has not waived such condition on or before the Closing Date; (c) by mutual written consent of Buyer and Seller; the Company; or 15 (d) by either Buyer or Seller the Company if the Closing has not occurred (other than through as a result of the failure of any party the Party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before December August 31, 2014. 10.2 2018 (the "Termination Date"). 8.2 Effect of Termination. Each party's right Buyer's and the Company's respective rights of termination under Section 10.1 is 8.1 are in addition to any other rights it they may have under this Agreement or otherwise, and the exercise of a right of termination will shall not be an election of remedies. If this Agreement is terminated pursuant to Section 10.1, 8.1, all further obligations of the parties Parties under this Agreement will shall terminate, except that the obligations in Sections 12.1 will survive; provided, however, that if this Agreement is terminated by a party because of the Article 8, Article 11, and Article 12 shall survive and nothing herein shall relieve any Party hereto from liability for any intentional breach of this Agreement by the other party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired. any provision hereof. View More Arrow
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Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by: (a) mutual agreement of Pubco and Priveco; (b) Pubco, if there has been a material breach by Priveco or any of the Selling Shareholders of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Priveco or the Selling Shareholders that is not cured, to the reasonable satisfaction of Pubco, within ten business days after notice of such breach is given by... Pubco (except that no cure period will be provided for a breach by Priveco or the Selling Shareholders that by its nature cannot be cured); (c) Priveco, if there has been a material breach by Pubco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Pubco that is not cured by the breaching party, to the reasonable satisfaction of Priveco, within ten business days after notice of such breach is given by Priveco (except that no cure period will be provided for a breach by Pubco that by its nature cannot be cured); (d) Pubco or Priveco, if the Transaction is not closed by May 31, 2015, unless the parties hereto agree to extend such date in writing; or (e) Pubco or Priveco if any permanent injunction or other order of a governmental entity of competent authority preventing the consummation of the Transaction contemplated by this Agreement has become final and non-appealable. 8.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations. View More Arrow
Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby exercise of the First Option or the First Put Right by: (a) the mutual agreement of Pubco and Priveco; (b) Pubco, if there has been a material breach by Priveco or any of the Selling Shareholders Shareholder of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Priveco or the Selling Shareholders Shareholder that is not cured, to the reasonable... satisfaction of Pubco, within ten 10 business days after notice of such breach is given by Pubco (except that no cure period will shall be provided for a breach by Priveco or the Selling Shareholders Shareholder that by its nature cannot be cured); or (c) Priveco, if there has been a material breach by Pubco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Pubco that is not cured by the breaching party, to the reasonable satisfaction of Priveco, within ten business days after notice of such breach is given by Priveco (except that no cure period will be provided for a breach by Pubco that by its nature cannot be cured); (d) Pubco or Priveco, if the Transaction is not closed by May 31, 2015, unless the parties hereto agree to extend such date in writing; or (e) Pubco or Priveco if any permanent injunction or other order of a governmental entity of competent authority Governmental Authority preventing the consummation of the Transaction transactions contemplated by this Agreement hereby has become final and non-appealable. 8.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement will shall be of no further force or effect, provided, however, that no termination of this Agreement will shall relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations. View More Arrow
Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by: (a) mutual agreement of Pubco and Priveco; the Purchaser; (b) Pubco, if there has been a material breach by Priveco the Purchaser or any of the Selling Shareholders Purchaser of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Priveco the Purchaser or the Selling Shareholders Purchaser that is not cured, to the reasonable satisfaction of Pubco,... within ten business days after notice of such breach is given by Pubco (except that no cure period will be provided for a breach by Priveco the Purchaser or the Selling Shareholders Purchaser that by its nature cannot be cured); (c) Priveco, the Purchaser, if there has been a material breach by Pubco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Pubco that is not cured by the breaching party, to the reasonable satisfaction of Priveco, the Purchaser, within ten business days after notice of such breach is given by Priveco the Purchaser (except that no cure period will be provided for a breach by Pubco that by its nature cannot be cured); (d) Pubco or Priveco, the Purchaser, if the Transaction is not closed by May December 31, 2015, 2016, unless the parties hereto agree to extend such date in writing; or (e) Pubco or Priveco the Purchaser if any permanent injunction or other order of a governmental entity of competent authority preventing the consummation of the Transaction contemplated by this Agreement has become final and non-appealable. 8.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations. View More Arrow
Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by: (a) mutual agreement of Pubco and Priveco; the parties; (b) Pubco, if there has been a material breach by Priveco or any of the Selling Shareholders Purchasers of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Priveco or the Selling Shareholders that Purchasersthat is not cured, to the reasonable satisfaction of Pubco, within ten business days... after notice of such breach is given by Pubco (except that no cure period will be provided for a breach by Priveco or the Selling Shareholders Purchasers that by its nature cannot be cured); (c) Priveco, The Purchasers, if there has been a material breach by Pubco or Subco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Pubco or Subco that is not cured by the breaching party, to the reasonable satisfaction of Priveco, the Purchasers, within ten business days after notice of such breach is given by Priveco the Purchasers (except that no cure period will be provided for a breach by Pubco or Subco that by its nature cannot be cured); (d) Pubco Pubco, Subco, or Priveco, if the Transaction is not closed by May 31, 2015, unless the parties hereto agree to extend such date in writing; or (e) Pubco or Priveco Purchasers, if any permanent injunction or other order of a governmental entity of competent authority preventing the consummation of the Transaction contemplated by this Agreement has become final and non-appealable. 8.2 7.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, 7.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations. View More Arrow
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Termination. 4.1 Termination by the Company. 4.1.2 Termination by the Company without Cause. 4.2 Termination by Resignation of Executive. 4.3 Termination for Death or Complete Disability. 4.4 Termination by Mutual Agreement of the Parties. 4.5 Compensation Upon Termination. 4.5.1 Death or Complete Disability. 4.5.2 Termination For Cause or Resignation without Good Reason. 4.5.3 Termination Without Cause or Resignation For Good Reason Not In Connection with a Change of Control. 4.5.4 Termination Without... Cause or Resignation For Good Reason In Connection with a Change of Control. 4.6 Definitions. 4.6.2 Cause. 4.6.3 Good Reason. 4.6.4 Change of Control. 4.7 Survival of Certain Sections. 4.8 Parachute Payment. 4.9 Application of Internal Revenue Code Section 409A. View More Arrow
Termination. 4.1 Termination by the Company. 4.1.2 Termination by the Company without Cause. 4.2 Termination by Resignation of Executive. 4.3 Termination for Death or Complete Disability. 4.4 Termination by Mutual Agreement of the Parties. 4.5 Compensation Upon Termination. 4.5.1 Death or Complete Disability. 4.5.2 Termination For Cause or Resignation without Good Reason. 4.5.3 Termination Without Cause or Resignation For Good Reason Not In Connection with a Change of Control. 4.5.4 Termination Without... Cause or Resignation For Good Reason In Connection with a Change of Control. 4.6 Definitions. 4.6.2 Cause. 4.6.3 Good Reason. 4.6.4 Change of Control. 4.7 Survival of Certain Sections. 4.8 Parachute Payment. 4.9 Application of Internal Revenue Code Section 409A. 4.10 Clawback. View More Arrow
Termination. 4.1 Termination 4.1Termination by the Company. 4.1.2 Termination 4.1.2Termination by the Company without Without Cause. 4.2 Termination 4.2Termination by Resignation of the Executive. 4.3 Termination 4.2.2Termination by the Executive Without Good Reason. 4.3Termination for Death or Complete Disability. 4.4 Termination 4.4Termination by Mutual Agreement of the Parties. 4.5 Compensation 4.5Compensation Upon Termination. 4.5.1 Death 4.5.1Death or Complete Disability. 4.5.2 Termination For 4.5.2With Cause or Resignation without Without Good Reason. 4.5.3 Termination Without 4.5.3Without Cause or Resignation For Good Reason Not In Connection with a Change of Control. 4.5.4 Termination Without Cause or Resignation For Good Reason In Connection with a Change of Control. 4.6 Definitions. 4.6.2 Cause. 4.6.3 for Good Reason. 4.6.4 Change of 4.6Definitions. 4.6.2Good Reason. 4.6.3Cause. 4.6.4Change in Control. 4.7 Survival 4.7Survival of Certain Sections. 4.8 Parachute 4.8Parachute Payment. 4.9 Application 4.9Application of Internal Revenue Code Section 409A. View More Arrow
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Termination. Either party may terminate this Agreement for any reason upon written notice to the other, such termination to become effective ten (10) days from the date of the notice; provided, that this Agreement may be terminated as a result of a breach by either party of its obligations under this Agreement on ten (10) days written notice by the non-breaching party to the breaching party; and provided further, that this Agreement may be terminated on such shorter notice as may be required to comply with... applicable laws, regulations, the requirements of any financial institution with a security or other interest in the Aircraft, insurance requirements or in the event the insurance required hereunder is not in full force and effect. View More Arrow
Termination. Either party may terminate this Agreement for any reason upon prior written notice to the other, such termination to become effective ten (10) thirty (30) days from the date of the notice; provided, that this Agreement may be terminated as a result of a breach by either party of its obligations under this Agreement on ten (10) days thirty (30) days' written notice by the non-breaching party to the breaching party; and provided further, that this Agreement may be terminated on such shorter... notice as may be required to comply with applicable laws, regulations, the requirements of any financial institution with a security or other an interest in the Aircraft, or insurance requirements or in the event the insurance required to be provided hereunder is not in full force and effect. effect or such breaching party's acts or omissions violate the terms of such insurance. Notwithstanding any termination of this Agreement, User shall remain responsible for the costs and expenses incurred during the term. View More Arrow
Termination. Either party may terminate this Agreement for any reason upon written notice to the other, such termination to become effective ten (10) days from the date of the notice; provided, that this Agreement may be terminated as a result of a breach by either party of its obligations under this Agreement on ten (10) days written notice by the non-breaching party to the breaching party; and provided further, that this Agreement may be terminated on such shorter notice as may be required to comply with... applicable laws, regulations, the requirements of any financial institution with a security regulations or other interest in the Aircraft, insurance requirements or in the event the insurance required hereunder is not in full force and effect. requirements. View More Arrow
Termination. Either party may terminate this Agreement for any reason upon written notice to the other, such termination to become effective ten (10) thirty (30) days from the date of the notice; provided, that this Agreement may be terminated as a result of a breach by either party of its obligations under this Agreement on ten (10) days written notice by the non-breaching party to the breaching party; and provided further, that this Agreement may be terminated on such shorter notice as may be required to... comply with applicable laws, regulations, the requirements of any financial institution with a security or other interest in the Aircraft, insurance requirements or in the event the insurance required hereunder is not in full force and effect. View More Arrow
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Termination. If your Service terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights you have to such RSUs shall immediately terminate, without payment of any consideration to you. For purposes of this award of RSUs, your Service will be considered terminated as of the date you are no longer providing Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where you are... employed or the terms of your employment or service agreement, if any) and will not be extended by any notice period mandated under local employment laws. In case of any dispute as to whether your termination of Service has occurred, the Committee shall have sole discretion to determine whether such termination has occurred (including whether you may still be considered to be providing Services while on a leave of absence) and the effective date of such termination. View More Arrow
Termination. If your Service terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights you have to such RSUs shall immediately terminate, terminate without payment of any consideration to you. For purposes of this award of RSUs, your Your Service will be considered terminated as of the date you are no longer providing Service 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 labor employment laws in the jurisdiction where you are employed or the terms of your employment or service agreement, if any) (the "Termination Date"). Unless otherwise provided in this Agreement or determined by the Company, your right to vest in the RSUs under the Plan, if any, will terminate as of the Termination Date and will not be extended by any notice period (e.g., your period of Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under local the laws of the jurisdiction in which you reside or the terms of your employment laws. agreement, if any). In case of any dispute as to whether your termination of Service has occurred, the Committee shall have sole discretion to determine whether such termination has occurred (including and the effective date of such termination. The Committee shall have the exclusive discretion to determine whether you may still be considered to be providing Services services while on a an approved leave of absence) and the effective date of such termination. absence. View More Arrow
Termination. If your Service terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights you have to such RSUs shall immediately terminate, without payment of any consideration to you. For purposes of this award of RSUs, your terminate. Your Service will be considered terminated as of the date you are no longer providing Service services (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor employment... laws in the jurisdiction where you are employed or the terms of your employment or service agreement, if any) and will not be extended by any notice period mandated under local employment laws. any). In case of any dispute as to whether your termination of Service has occurred, the Committee shall have sole discretion to determine whether such termination has occurred (including and the effective date of such termination. The Committee shall have the exclusive discretion to determine whether you may still be considered to be providing Services services while on a an approved leave of absence) and the effective date of such termination. absence. View More Arrow
Termination. The RSUs shall terminate on the Expiration Date or earlier as provided in this Section 5. If your Service terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights you have to such RSUs shall immediately terminate, without payment of any consideration to you. For purposes of this award of RSUs, your Your Service will be considered terminated as of the date you are no longer providing Service (regardless of the reason for such termination and... whether or not later found to be invalid or in breach of labor employment laws in the jurisdiction where you are employed or the terms of your employment or service agreement, if any) and will not not, subject to the laws applicable to your Award, be extended by any notice period mandated under local employment laws. laws (e.g., Service would not include a period of "garden leave" or similar period). In case of any dispute as to whether your termination of Service has occurred, the Committee shall have sole discretion to determine whether such termination has occurred (including whether you may still be considered to be providing Services while on a leave of absence) and the effective date of such termination. View More Arrow
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