Termination Contract Clauses (53,080)

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) Either party shall have the right to terminate this Agreement upon delivery to the other party of advance written notice of such termination at least thirty (30) calendar days prior to the effective date of such termination (the effective date of termination, the "Termination Date") at any time after the date of the second Annual Meeting following the date of this Agreement (the "Earliest Termination Date"); provided, however, that if the Company notifies the Investors and the Investor... Representative prior to the Earliest Termination Date that the Board will re-nominate the Investor Representative at the Company's next Annual Meeting, then the Earliest Termination Date shall be automatically extended to the date of the next Annual Meeting that is not less than one (1) year following the date on which such notice is provided. Notwithstanding anything to the contrary in this Agreement: 9 (i) the obligations of the Investors pursuant to Sections 1, 2, 3, 4 and 5 shall terminate in the event that the Company materially breaches its obligations to the Investors pursuant to Sections 1, 4 or 5, or the representations and warranties in Section 10(b) and such breach (if capable of being cured) has not been cured within thirty (30) calendar days following written notice of such breach from the Investors, or, if impossible to cure within thirty (30) calendar days, the Company has not taken substantive action to correct within thirty (30) calendar days following written notice of such breach from the Investors; provided, however, that the obligations of the Investors pursuant to Section 5 shall terminate immediately in the event that the Company materially breaches its obligations to the Investors under Section 5; and (ii) the obligations of the Company to the Investors pursuant to Sections 1, 4 and 5 shall terminate in the event that (A) an Investor materially breaches its obligations in Sections 1, 2, 3, 4 or 5 or the representations and warranties in Section 10(a) or (B) the Investor Representative materially breaches its obligations under this Agreement or the Company's Charter, By-Laws or Company Policies that are applicable to all directors (all as in effect prior to the facts giving rise to the alleged material breach), and such breach (if capable of being cured) has not been cured within thirty (30) calendar days following written notice of such breach, or, if impossible to cure within thirty (30) calendar days, the Investors or the Investor Representative, as applicable, has not taken substantive action to correct within thirty (30) calendar days following written notice of such breach from the Company; provided, however, that the obligations of the Company to the Investors pursuant to Section 5 shall terminate immediately in the event that an Investor materially breaches its obligations under Section 5. (b) If this Agreement is terminated in accordance with this Section 11, this Agreement shall forthwith become null and void, but no termination shall relieve a party from liability for any breach of this Agreement prior to such termination. (c) The Investor Representative shall immediately offer his resignation as a director of the Board upon the earlier of the following: (i) the Termination Date, (ii) the sale of Common Stock by Investors resulting in Investors' net long aggregate ownership of the Common Stock falling below the Stock Ownership Minimum (determined in accordance with Section 1(e)), or (iii) upon the Investors' failure to cure a material breach of this Agreement pursuant to Section 11(a)(ii). For the avoidance of doubt, the Board may accept or reject any such resignation offer in its sole discretion. View More Arrow
Found in Daseke, Inc. contract
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Termination. (a) Either Subject to Section 1(e), either party shall have the right to terminate this Agreement upon delivery to the other party of advance written notice of such termination at least thirty (30) five (5) calendar days prior to the effective date of such termination (the effective date of termination, the "Termination Date") at any time after the date of the second Annual Meeting following the date of this Agreement (the "Earliest Termination Date"); provided, however, that if the Company... notifies Termination Date may not be earlier than the Investors and the Investor Representative date that is thirty (30) calendar days prior to the Earliest notice deadline under the Bylaws for the nomination of director candidates for election to the Board at the 2021 Annual Meeting (the "Terminable Date"); provided, further, that the Termination Date that may not be in any time period between the notice deadline under the Bylaws for the nomination of director candidates for election to the Board will re-nominate the Investor Representative at the Company's next Annual Meeting, then the Earliest Termination Date shall be automatically extended with respect to the date of the next any Annual Meeting that is not less than one (1) year following and the date on which conclusion of such notice is provided. Annual Meeting. Notwithstanding anything to the contrary in this Agreement: 9 (i) the obligations of the Investors pursuant to Sections 1, 2, 3, 4 and 5 shall terminate in the event that the Company materially breaches its obligations to the Investors pursuant to Sections 1, 4 or 5, or the representations and warranties in Section 10(b) 9(b) and such breach (if capable of being cured) has not been cured within thirty (30) ten (10) calendar days following written notice of such breach from the Investors, or, if impossible to cure within thirty (30) ten (10) calendar days, the Company has not taken substantive action to correct within thirty (30) ten (10) calendar days following written notice of such breach from the Investors; provided, however, that any termination in respect of a breach of Section 4 shall require a determination of a court of competent jurisdiction that the Company materially breached Section 4; provided, further, that the obligations of the Investors pursuant to Section 5 shall terminate immediately in the event that the Company materially breaches its obligations to the Investors under Section 5; and 9 (ii) the obligations of the Company to the Investors pursuant to Sections 1, 4 and 5 shall terminate in the event that (A) an Investor materially breaches its obligations in Sections 1, 2, 3, 4 4, 5 or 5 7 or the representations and warranties in Section 10(a) 9(a) or (B) the an Investor Representative Designee materially breaches its obligations under this Agreement or the Company's Charter, By-Laws Bylaws or Company Policies that are applicable to all directors (all as in effect prior to the facts giving rise to the alleged material breach), directors, and such breach (if capable of being cured) has not been cured within thirty (30) ten (10) calendar days following written notice of such breach, or, if impossible to cure within thirty (30) ten (10) calendar days, the Investors or the such Investor Representative, Designee, as applicable, has not taken substantive action to correct within thirty (30) ten (10) calendar days following written notice of such breach from the Company; provided, however, that any termination in respect of a breach of Section 4 shall require a determination of a court of competent jurisdiction that an Investor materially breached Section 4; provided, further, that the obligations of the Company to the Investors pursuant to Section 5 shall terminate immediately in the event that an Investor materially breaches its obligations under Section 5. (b) If this Agreement is terminated in accordance with this Section 11, 10, this Agreement shall forthwith become null and void, but no termination shall relieve a party from liability for any breach of this Agreement prior to such termination. (c) The Investor Representative shall immediately offer his resignation as a director of the Board upon the earlier of the following: (i) the Termination Date, (ii) the sale of Common Stock by Investors resulting in Investors' net long aggregate ownership of the Common Stock falling below the Stock Ownership Minimum (determined in accordance with Section 1(e)), or (iii) upon the Investors' failure to cure a material breach of this Agreement pursuant to Section 11(a)(ii). For the avoidance of doubt, the Board may accept or reject any such resignation offer in its sole discretion. View More Arrow
Found in POTBELLY CORP contract
Termination. (a) Either party shall have the right to terminate this Agreement upon delivery to the other party of advance written notice of such termination at least thirty (30) calendar days prior to the effective date of such termination (the effective date of termination, the "Termination Date") at any time after the date of the second Annual Meeting following the date of this Agreement (the "Earliest Termination Date"); provided, however, that if the Company notifies the Investors and the Investor... Representative prior to the Earliest Termination Date that the Board will re-nominate the Investor Representative at the Company's next Annual Meeting, then the Earliest Termination Date shall be automatically extended to the date of the next Annual Meeting that is not less than one (1) year following the date on which such notice is provided. Agreement. Notwithstanding anything to the contrary in this Agreement: 9 (i) the obligations of the Investors pursuant to Sections 1, 2, 3, 4 4, 5 and 5 6 shall terminate in the event that the Company materially breaches its obligations to the Investors pursuant to Sections 1, 4 2, 5 or 5, or the representations and warranties in Section 10(b) 6, and such breach (if capable of being cured) has not been cured within thirty (30) calendar days following written notice of such breach from the Investors, or, if impossible to cure within thirty (30) calendar days, the Company has not taken substantive action to correct within thirty (30) calendar days following written notice of such breach from the Investors; provided, however, that the obligations of the Investors pursuant to Section 5 6 shall terminate immediately in the event that the Company materially breaches its obligations to the Investors under Section 5; 6; and 3 (ii) the obligations of the Company to the Investors pursuant to Sections 1, 4 2, 5 and 5 6 shall terminate in the event that (A) an Investor materially breaches its obligations in Sections 1, 2, 3, 4 or 4, 5 or the representations and warranties in Section 10(a) 6 or (B) the Investor Representative Mr. Daseke materially breaches its his obligations under this Agreement or the Company's Charter, By-Laws or Company Policies that are applicable to all directors (all as in effect prior to the facts giving rise to the alleged material breach), and such breach (if capable of being cured) has not been cured within thirty (30) calendar days following written notice of such breach, or, if impossible to cure within thirty (30) calendar days, the Investors or the Investor Representative, Mr. Daseke, as applicable, has not taken substantive action to correct within thirty (30) calendar days following written notice of such breach from the Company; provided, however, that the obligations of the Company to the Investors pursuant to Section 5 6 shall terminate immediately in the event that an Investor materially breaches its obligations under Section 5. 6; provided, further, that the obligations of the Company to the Investors pursuant to Section 2(e) shall terminate immediately in the event that Mr. Daseke breaches any of his obligations under Section 2(e) (for the avoidance of doubt, such a breach shall not affect the obligations of the Investors under any other provision of this Agreement); provided, further, that the obligations of the Company to the Investors under this Agreement shall terminate immediately in the event that the Investors sell or otherwise transfer their shares of Common Stock in any transaction that would result in the Investors' net long aggregate ownership of the Common Stock falling below thirty percent (30%) of the Investors' net long aggregate ownership of the Common Stock as of the date of this Agreement (as adjusted for stock splits, combinations, reclassifications and other similar proportional adjustments) (the "Stock Ownership Minimum") without the prior written approval of the Board; provided, further, that the Investors shall consult with the Company, and the Company shall provide prompt commercially reasonable assistance, in each case in connection with any sale or other transfer by the Investors of their shares of Common Stock in any transaction that would not result in the Investors' net long aggregate ownership of the Common Stock falling below the Ownership Minimum. (b) If this Agreement is terminated in accordance with this Section 11, 7, this Agreement shall forthwith become null and void, but no termination shall relieve a party from liability for any breach of this Agreement prior to such termination. (c) The Investor Representative shall immediately offer his resignation as a director of the Board upon the earlier of the following: (i) the Termination Date, (ii) the sale of Common Stock by Investors resulting in Investors' net long aggregate ownership of the Common Stock falling below the Stock Ownership Minimum (determined in accordance with Section 1(e)), or (iii) upon the Investors' failure to cure a material breach of this Agreement pursuant to Section 11(a)(ii). For the avoidance of doubt, the Board may accept or reject any such resignation offer in its sole discretion. View More Arrow
Found in Daseke, Inc. contract
Termination. (a) Either party shall have the right Unless otherwise mutually agreed to terminate in writing by each party, this Agreement upon delivery shall remain in effect until the date that is the earlier of (i) thirty (30) days prior to the other nomination deadline under the Bylaws in effect as of the date of this Agreement for the nomination of director candidates for election to the Board at the 2024 annual meeting of stockholders and (ii) in the event that any party of advance materially breaches... its obligations or representations and warranties hereunder, the date that is ten (10) calendar days following written notice of such termination at least thirty (30) breach from the non-breaching party, if such breach (if capable of being cured) has not been cured by such date, or, if impossible to cure within ten (10) calendar days prior days, such party has not taken substantive action to the effective correct by such date of such termination (the effective date of termination, the "Termination Date") at any time after the date of the second Annual Meeting following the date of this Agreement (the "Earliest Termination Date"); provided, however, that if the Company notifies the Investors and the Investor Representative prior to the Earliest Termination Date that the Board will re-nominate the Investor Representative at the Company's next Annual Meeting, then the Earliest Termination Date shall be automatically extended to the date of the next Annual Meeting that is not less than one (1) year following the date on which such notice is provided. Date"). Notwithstanding anything to the contrary in this Agreement: 9 (i) the obligations of the Investors Investor Group pursuant to Sections 1, 2, 3, 4 4, 5 and 5 6(c) shall terminate in the event that the Company materially breaches its obligations to the Investors Investor Group or any Investor pursuant to Sections 1, 4 or 5, or the representations and warranties in Section 10(b) 8(c) of this Agreement and such breach (if capable of being cured) has not been cured within thirty (30) ten (10) calendar days following written notice of such breach from the Investors, Investor Group, or, if impossible to cure within thirty (30) ten (10) calendar days, the Company has not taken substantive action to correct within thirty (30) ten (10) calendar days following written notice of such breach from the Investors; Investor Group; provided, however, that the obligations of the Investors Investor Group pursuant to Section 5 shall terminate immediately in the event that the Company materially breaches its obligations to the Investors Investor Group under Section 5; and (ii) the obligations of the Company to the Investors Investor Group or any Investor pursuant to Sections 1, 4 and 5 shall terminate in the event that (A) an the Investor Group or any Investor materially breaches its obligations in Sections 1, 2, 3, 4 4, 5, 6(c) or 5 8 or the representations and warranties in Section 10(a) or (B) the Investor Representative materially breaches its obligations under this Agreement or the Company's Charter, By-Laws or Company Policies that are applicable to all directors (all as in effect prior to the facts giving rise to the alleged material breach), 8(a) and such breach (if capable of being cured) has not been cured within thirty (30) ten (10) calendar days following written notice of such breach, or, if impossible to cure within thirty (30) ten (10) calendar days, the Investors or the Investor Representative, as applicable, Group has not taken substantive action to correct within thirty (30) ten (10) calendar days following written notice of such breach from the Company; provided, however, that the obligations of the Company to the Investors Investor Group pursuant to Section 5 shall terminate immediately in the event that an the Investor Group materially breaches its obligations under Section 5. 7 (b) If this Agreement is terminated in accordance with this Section 11, 9, this Agreement shall forthwith become null and void, but no termination shall relieve a any party from liability for any breach of this Agreement prior to such termination. (c) The Investor Representative shall immediately offer his resignation as a director of the Board upon the earlier of the following: (i) the Termination Date, (ii) the sale of Common Stock by Investors resulting in Investors' net long aggregate ownership of the Common Stock falling below the Stock Ownership Minimum (determined in accordance with Section 1(e)), or (iii) upon the Investors' failure to cure a material breach Notwithstanding any termination of this Agreement pursuant to Agreement, the provisions of Section 11(a)(ii). For 11 shall survive the avoidance termination of doubt, the Board may accept or reject any such resignation offer in its sole discretion. this Agreement. View More Arrow
Found in Enhabit, Inc. contract
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Termination. 3.1 Termination for Any Reason Except Death, Disability or Cause. If Participant is Terminated for any reason, except death, Disability or for Cause, the Option, to the extent (and only to the extent) that it would have been exercisable by Participant on the Termination Date, may be exercised by Participant no later than three (3) months after the Termination Date, but in any event no later than the Expiration Date. 3.2 Termination Because of Death or Disability. If Participant is Terminated... because of death or Disability of Participant (or Participant dies within three (3) months of Termination when Termination is for any reason other than Participant's Disability or for Cause), the Option, to the extent that it is exercisable by Participant on the Termination Date, may be exercised by Participant (or Participant's legal representative) no later than twelve (12) months after the Termination Date, but in any event no later than the Expiration Date. Any exercise beyond (i) three (3) months after the Termination Date when the Termination is for any reason other than the Participant's death or disability, within the meaning of Section 22(e)(3) of the Code; or (ii) twelve (12) months after the Termination Date when the termination is for Participant's disability, within the meaning of Section 22(e)(3) of the Code, is deemed to be an NQSO. 3.3 Termination for Cause. If the Participant is terminated for Cause, the Participant may exercise such Participant's Options, but not to an extent greater than such Options are exercisable as to Vested Shares upon the Termination Date and Participant's Options shall expire on such Participant's Termination Date, or at such later time and on such conditions as are determined by the Committee. 3.4 No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant's employment or other relationship at any time, with or without Cause. View More Arrow
Found in Couchbase, Inc. contract
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Termination. 3.1 Termination for Any Reason Except Death, Disability or Cause. If the Participant is Terminated for any reason, except death, Disability or for Cause, then, except as provided in the next sentence, the Option, to the extent (and only to the extent) that it would have been exercisable as to Vested Shares by the Participant on the Termination Date, may be exercised by the Participant no later than three (3) months after the Termination Date, but in any event no later than the Option Expiration... Date set forth in the Grant Notice. Notwithstanding the foregoing, if the Participant has been a full-time, continuous employee of the Company or one of its subsidiaries for at least two years as of the Participant's Termination Date, and the Participant is Terminated for any reason except death, Disability or for Cause, then the Option, to the extent (and only to the extent) that it would have been exercisable as to Vested Shares by the Participant on the Termination Date, may be exercised by the Participant no later than the earliest to occur of (a) consummation of a Change of Control as defined in Section 18.1 of the Plan and (b) the seven-year anniversary of the Termination Date. The Option shall expire immediately with respect to any Shares that are Unvested Shares and may not be exercised with respect to Unvested Shares on or after the Participant's Termination Date. 3.2 Termination Because of Death or Disability. If the Participant is Terminated because of death or Disability of the Participant (or the Participant dies within three (3) months of Termination when Termination is for any reason other than the Participant's Disability or for Cause), the Option, to the extent that it is exercisable as to Vested Shares by the Participant on the Termination Date, may be exercised by the Participant (or the Participant's legal representative) no later than twelve (12) months after the one (1) year anniversary of the Termination Date, but in any event no later than the Option Expiration Date. Date set forth in the Grant Notice. Any exercise beyond (i) three (3) months after the Termination Date when the Termination is for any reason other than the Participant's death or disability, within the meaning of Section 22(e)(3) of the Code; or (ii) twelve (12) months after one (1) year anniversary of the Termination Date when the termination is for the Participant's disability, within the meaning of Section 22(e)(3) of the Code, is deemed to be an NQSO. The Option shall expire immediately with respect to any Shares that are Unvested Shares and may not be exercised with respect to Unvested Shares on or after the Participant's Termination Date. 3.3 Termination for Cause. If the Participant is terminated for Cause, the Participant may exercise such Participant's Options, but not only to an the extent greater than that such 4 Options are exercisable as to Vested Shares on the Termination Date, upon the Termination Date and Participant's Options Options, to the extent unexercised, shall expire on such Participant's Termination Date, Date or at such later time and on such conditions as are determined by the Committee. Committee in its sole discretion. The Option shall expire immediately with respect to any Shares that are Unvested Shares and may not be exercised with respect to Unvested Shares on or after the Participant's Termination Date. 3.4 No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on the Participant any right to continue in the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate the Participant's employment or other relationship at any time, with or without Cause. View More Arrow
Found in Airbnb, Inc. contract
Termination. 3.1 4.1 Termination for Any Reason Except Death, Disability or Cause. If Participant is Terminated for any reason, except death, Disability or for Cause, the Option, to the extent (and only to the extent) that it would have been exercisable by Participant on the Termination Date, may be exercised by Participant no later than three (3) months after the Termination Date, but in any event no later than the Expiration Date. 3.2 Any exercise beyond three (3) months after the Termination Date will be... deemed the exercise of an NQSO. 4.2 Termination Because of Death or Disability. If Participant is Terminated because of Participant's death or Disability of Participant (or Participant dies within three (3) months of after Termination when Termination is for any reason other than Participant's Disability or for Cause), the Option, to the extent that it is exercisable by Participant on the Termination Date, may be exercised by Participant (or Participant's legal representative) no later than twelve (12) months after the Termination Date, but in any event no later than the Expiration Date. Any exercise beyond (i) (a) three (3) months after the Termination Date when the Termination is for any reason other than the Participant's death or disability, within the meaning of Section 22(e)(3) of the Code; or (ii) (b) twelve (12) months after the Termination Date when the termination is for Participant's disability, within the meaning of Section 22(e)(3) of the Code, is will be deemed to be the exercise of an NQSO. 3.3 4.3 Termination for Cause. If the Participant is terminated for Cause, the Participant may exercise such Participant's Options, but not to an extent greater than such Options are exercisable as to Vested Shares upon the Termination Date and Participant's Options shall expire on such Participant's the Termination Date, or at such later time and on such conditions as are determined by the Committee. 3.4 No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant's employment or other relationship at any time, with or without Cause. View More Arrow
Found in Turo Inc. contract
Termination. 3.1 Termination for Any Reason Except Death, Disability or Cause. If Participant is Terminated for any reason, except death, Disability or for Cause, the Option, to the extent (and only to the extent) that it would have been exercisable by Participant on the Termination Date, may be exercised by Participant no later than three (3) months after the Termination Date, but in any event no later than the Expiration Date. 3.2 Termination Because of Death or Disability. If Participant is Terminated... because of death or Disability of Participant (or Participant dies within three (3) months of Termination when Termination is for any reason other than Participant's Disability or for Cause), the Option, to the extent that it is exercisable by Participant on the Termination Date, may be exercised by Participant (or Participant's legal representative) no later than twelve (12) months after the Termination Date, unless otherwise stated in the Country Addendum, but in any event no later than the Expiration Date. Any exercise beyond (i) three (3) months after the Termination Date when the Termination is for any reason other than the Participant's death or disability, within the meaning of Section 22(e)(3) of the Code; or (ii) twelve (12) months after the Termination Date when the termination Termination is for Participant's disability, within the meaning of Section 22(e)(3) of the Code, is deemed to be an NQSO. 3.3 Termination for Cause. If the Participant is terminated Terminated for Cause, the Participant may exercise such Participant's Options, but not to an extent greater than such Options are exercisable as to Vested Shares upon the Participation's Termination Date Date, and the Participant's Options shall expire on such Participant's Termination Date, Date or at such later time and on such conditions as are determined by the Committee. 3.4 Termination Defined. For purposes of the Option, the Termination Date shall be the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary of the Company (regardless of the reason for such Termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any) subject to such provisions for leave of absences set forth in "Termination" definition of the Plan. The Termination Date will not be extended by any notice period unless Participant provides active services throughout such period (e.g., Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any). The Committee shall have the sole and exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Option grant (including whether Participant may still be considered to be providing services while on a leave of absence. 3.5 No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant's employment or other relationship at any time, with or without Cause. View More Arrow
Found in Pathfinder Acquisition Corp contract
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Termination. 6.1 Bases for Termination. (1) Executive's employment may be terminated by the Company "with cause," effective upon delivery of 5 business days of written notice to Executive if any of the following shall occur: (a)any action by Executive which would constitute a willful breach of duty or habitual neglect of duty; (b)any material breach of Executive's obligations as described herein; or (c)any material acts or events which inhibit Executive from fully performing his or her responsibilities to... the Company in good faith, such as (i) a felony criminal conviction; (ii) any other criminal conviction involving Executive's lack of honesty or moral turpitude; (iii) drug or alcohol abuse; or (iv) acts of dishonesty, gross carelessness or gross misconduct. (2) This Agreement shall automatically terminate on the last day of the month in which Executive dies or becomes permanently incapacitated. "Permanent incapacity" as used herein shall mean mental or physical incapacity, or both, reasonably determined by the Company's Board of Directors based upon a certification of such incapacity by, in the discretion of the Company's Board of Directors, either Executive's regularly attending physician or a duly licensed physician selected by the Company's Board of Directors, rendering Executive unable to perform substantially all of his or her duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. Executive shall be deemed to have "become permanently incapacitated" on the date the Company's Board of Directors has determined that Executive is permanently incapacitated and so notifies Executive. 3 (3) Notwithstanding any other provisions of this Agreement, Executive shall have the right to terminate the employment relationship under this Agreement at any time prior to the expiration of the Term of employment for any of the following reasons: (i)a breach by Company of any provision of this Agreement which remains uncorrected for thirty (30) days following written notice of such breach by Executive to Company; or (ii)for any other reason whatsoever, in the sole discretion of Executive. The termination of Executive's employment by Executive under Section 7.1(3)(i), prior to the expiration of the Term shall constitute an "Involuntary Termination" as though Executive was terminated by the Company without cause. The termination of Executive's employment by Executive prior to the expiration of the Term shall constitute a "Voluntary Termination" if made pursuant to Section 6.1. (3)(ii) and shall be treated as the Company was forced to terminate Executive with cause. View More Arrow
Found in She Beverage Company, Inc. contract
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Termination. 6.1 Bases for Termination. (1) Executive's employment may be terminated by the Company "with cause," effective upon delivery of 5 business days of written notice to Executive if any of the following shall occur: (a)any action by Executive which would constitute a willful breach of duty or habitual neglect of duty; (b)any material breach of Executive's obligations as described herein; or (c)any material acts or events which inhibit Executive from fully performing his or her responsibilities to... the Company in good faith, such as (i) a felony criminal conviction; (ii) any other criminal conviction involving Executive's lack of honesty or moral turpitude; (iii) drug or alcohol abuse; or (iv) acts of dishonesty, gross carelessness or gross misconduct. (2) This Agreement shall automatically terminate on the last day of the month in which Executive dies or becomes permanently incapacitated. "Permanent incapacity" as used herein shall mean mental or physical incapacity, or both, reasonably determined by the Company's Board of Directors based upon a certification of such incapacity by, in the discretion of the Company's Board of Directors, either Executive's regularly attending physician or a duly licensed physician selected by the Company's Board of Directors, rendering Executive unable to perform substantially all of his or her duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. Executive shall be deemed to have "become permanently incapacitated" on the date the Company's Board of Directors has determined that Executive is permanently incapacitated and so notifies Executive. 3 (3) Notwithstanding any other provisions of this Agreement, Executive shall have the right to terminate the employment relationship relationshi p under this Agreement at any time prior to the expiration of the Term of employment for any of the following reasons: (i)a breach by Company of any provision of this Agreement which remains uncorrected for thirty (30) days following written notice of such breach by Executive to Company; or (ii)for any other reason whatsoever, in the sole discretion of Executive. The the termination of Executive's employment by Executive under Section 7.1(3)(i), prior to the expiration of the Term shall constitute an "Involuntary Termination" as though Executive was terminated by the Company without cause. The termination of Executive's employment by Executive prior to the expiration of the Term shall constitute a "Voluntary Termination" if made pursuant to Section 6.1. 6.l. (3)(ii) and shall be treated as the Company was forced to terminate Executive with cause. View More Arrow
Found in She Beverage Company, Inc. contract
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Termination. (a) Termination by the Company. Subject to the obligations of the Company set forth in Section 8, the Company may terminate Executive's engagement at any time and for any reason (or no reason), and with or without Cause, and without prejudice to any other right or remedy to which the Company or Executive may be entitled at law or in equity or under this Agreement. Notwithstanding the foregoing, in the event the Company desires to terminate the Executive's engagement without Cause, the Company... shall give the Executive not less than sixty (60) days advance written notice. Executive's engagement shall terminate automatically in the event of his death. (b) Termination by Executive. Executive may voluntarily terminate the Engagement Term upon sixty (60) days' prior written notice for any reason or no reason. Executive may terminate the engagement for Good Reason without notice. (c) Termination for Death or Disability. Subject to the obligations of the Company set forth in Section 8, Executive's engagement shall terminate automatically upon his death. Subject to the obligations of the Company set forth in Section 8, in the event Executive is unable to perform his duties as a result of Disability during the Engagement Term, the Company shall have the right to terminate the engagement of Executive by providing written notice of the effective date of such termination. View More Arrow
Found in ADiTx Therapeutics, Inc. contract
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Termination. (a) Termination by the Company. Subject to the obligations of the Company set forth in Section 8, 9, the Company may terminate Executive's engagement at any time and for any reason (or no reason), and with or without Cause, and without prejudice to any other right or remedy to which the Company or Executive may be entitled at law or in equity or under this Agreement. Notwithstanding the foregoing, after six (6) months from the Effective Date, in the event the Company desires to terminate the... Executive's engagement without Cause, the Company shall give the Executive not less than sixty (60) days advance written notice. Executive's engagement shall terminate automatically in the event of his death. (b) Termination by Executive. The Executive may terminate the Engagement Term without prior notice (1) within the first six (6) months following the Effective date or (2) upon a showing of Good Cause as defined in Section 1(d). After six (6) months from the Effective Date, the Executive may voluntarily terminate the Engagement Term upon sixty (60) days' prior written notice for any reason or no reason. Executive may terminate the engagement for Good Reason without notice. (c) Termination for Death or Disability. Subject to the obligations of the Company set forth in Section 8, 9, Executive's engagement shall terminate automatically upon his death. Subject to the obligations of the Company set forth in Section 8, 9, in the event Executive is unable to perform his duties as a result of Disability during the Engagement Term, the Company shall 5 have the right to terminate the engagement of Executive by providing written notice of the effective date of such termination. View More Arrow
Found in ContraVir Pharmaceuticals, Inc. contract
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Termination. Unless terminated earlier under Section 4, 5 or 6 below, an Awardee's rights under this Award Agreement with respect to the SUAs issued under this Award Agreement shall terminate at the time such SUAs are converted into shares of Common Stock.
Found in UFP TECHNOLOGIES INC contract
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Termination. Unless terminated earlier under Section 4, 5 or 6 below, an Awardee's rights under this Award Agreement with respect to the SUAs issued SAs under this Award Agreement shall terminate at the time such SUAs the SAs are converted into shares of Common Stock. Shares and distributed to Awardee.
Found in Microsoft contract
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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
Found in MetaStat, Inc. contract
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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. 4.10 Clawback. View More Arrow
Found in TITAN PHARMACEUTICALS INC contract
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
Found in ARATANA THERAPEUTICS, INC. contract
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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
Found in New York Sub Co contract
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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
Found in NOTOX TECHNOLOGIES CORP. contract
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
Found in Wolverine Technologies Corp. contract
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
Found in Wellness Matrix Group, Inc. contract
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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
Found in Investview, Inc. contract
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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 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
Found in NF Energy Saving Corp contract
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
Found in Fast Track Solutions, Inc. contract
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
Found in ExlService Holdings, Inc. contract
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Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate ten (10) years from the issuance of this Warrant (the "Expiration Date").
Found in Expion360 Inc. contract
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Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate ten (10) three (3) years from the issuance of this Warrant (the "Expiration Date").
Found in Expion360 Inc. contract
Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate ten (10) years twelve (12) months from the date of issuance of this Warrant (the "Expiration Date").
Found in NewGen BioPharma Corp. contract
Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate ten (10) five (5) years from the date of issuance of this Warrant (the "Expiration Date").
Found in root9B Holdings, Inc. contract
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Termination. This Agreement shall be subject to termination in the absolute discretion of the Underwriters, by notice given to the Company and the Selling Shareholder prior to delivery of and payment for the Shares, if at any time prior to such payment and delivery (i) trading in the Company's common shares shall have been suspended by the Commission or the Exchange or trading in securities generally on the Exchange shall have been suspended or limited or minimum prices shall have been established on such... exchange; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a banking moratorium shall have been declared by any of Bermuda, U.S. federal or New York State authorities or there shall have occurred a temporary cessation in commercial banking or securities settlement or clearance services in the United States if the effect of such temporary cessation is such as to make it, in the judgment of the Underwriters, impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares as contemplated in the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto); (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States or Bermuda of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Underwriters, impractical or inadvisable to proceed with the offering, sale or delivery of the Shares as contemplated in the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto); (v) a change or development involving a prospective change in Bermuda taxation affecting the Company if the effect of such change specified in this clause is such as to make it, in the sole judgment of the Underwriters, impractical or inadvisable to proceed with the offering, sale or the delivery of the Shares as contemplated in the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto); (vi) the imposition of exchange controls by the United States or Bermuda, if the effect of such imposition specified in this clause is such as to make it, in the sole judgment of the Underwriters, impractical or inadvisable to proceed with the offering, sale or the delivery of the Shares as contemplated in the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto); or (vii) the occurrence of any other change in currency exchange rates or controls in the United States or Bermuda or elsewhere, if the effect of any such event specified in this clause is such as to make it, in the sole judgment of the Underwriters, impractical or inadvisable to proceed with the offering, sale or the delivery of the Shares as contemplated in the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto). View More Arrow
Found in Aircastle LTD contract
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Termination. This Agreement shall be subject to termination in the absolute discretion of the Underwriters, Goldman Sachs & Co. LLC, by notice given to the Company and the Selling Shareholder prior to delivery of and payment for the Shares, Securities, if at any time prior to such payment and delivery time (i) trading in the Company's common shares securities shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall... have been suspended or materially limited or minimum prices shall have been established on such exchange; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a banking moratorium shall have been declared by any of Bermuda, U.S. federal or New York State authorities or there shall have occurred a temporary cessation in commercial banking or securities settlement or clearance services in the United States if the effect of such temporary cessation is such as to make it, in the judgment of the Underwriters, Goldman Sachs & Co. LLC, impracticable or inadvisable to proceed with the 19 offering, sale or delivery of the Shares Securities as contemplated in the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto); (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States or Bermuda of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Underwriters, Goldman Sachs & Co. LLC, impractical or inadvisable to proceed with the offering, sale or delivery of the Shares Securities as contemplated in the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto); (v) a change or development involving a prospective change in Bermuda taxation affecting the Company if the effect of such change specified in this clause is such as to make it, in the sole judgment of the Underwriters, Goldman Sachs & Co. LLC, impractical or inadvisable to proceed with the offering, sale or the delivery of the Shares Securities as contemplated in the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto); or (vi) the imposition of exchange controls by the United States or Bermuda, if the effect of such imposition specified in this clause is such as to make it, in the sole judgment of the Underwriters, Goldman Sachs & Co. LLC, impractical or inadvisable to proceed with the offering, sale or the delivery of the Shares as contemplated in the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto); or (vii) the occurrence of any other change in currency exchange rates or controls in the United States or Bermuda or elsewhere, if the effect of any such event specified in this clause is such as to make it, in the sole judgment of the Underwriters, impractical or inadvisable to proceed with the offering, sale or the delivery of the Shares Securities as contemplated in the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto). View More Arrow
Found in Aircastle LTD contract
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