Termination Contract Clauses (53,077)
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. If Participant's service Terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights of Participant to such RSUs shall immediately terminate. In case of any dispute as to whether Termination has occurred, the Committee shall have sole discretion to determine whether such Termination has occurred and the effective date of such Termination.7. U.S. Tax Consequences. Participant acknowledges that there will be tax consequences upon settlement of the RSUs
... or disposition of the Shares, if any, received in connection therewith, and Participant should consult a tax adviser regarding Participant's tax obligations prior to such settlement or disposition. Upon vesting of the RSU, Participant will include in income the fair market value of the Shares subject to the RSU. The included amount will be treated as ordinary income by Participant and will be subject to withholding by the Company when required by applicable law. Upon disposition of the Shares, any subsequent increase or decrease in value will be treated as short-term or long-term capital gain or loss, depending on whether the Shares are held for more than one year from the date of settlement. Further, an RSU may be considered a deferral of compensation that may be subject to Section 409A of the Code. Section 409A of the Code imposes special rules to the timing of making and effecting certain amendments of this RSU with respect to distribution of any deferred compensation. You should consult your personal tax advisor for more information on the actual and potential tax consequences of this RSU.8. Acknowledgement. The Company and Participant agree that the RSUs are granted under and governed by the Notice, this Agreement and the provisions of the Plan. Participant: (i) acknowledges receipt of a copy of the Plan and the Plan prospectus, (ii) represents that Participant has carefully read and is familiar with their provisions, and (iii) hereby accepts the RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice.
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Termination.
If Subject to any applicable policy, agreement or arrangement then maintained by the Company, if Participant's service Terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights of Participant to such RSUs shall immediately terminate. In case of any
1 dispute as to whether
Termination forfeiture has occurred, the Committee shall have sole discretion to determine whether such
Termination forfeiture has
occurred and the effective date of such... Termination.7. occurred.6. U.S. Tax Consequences. Participant acknowledges that there will be tax consequences upon settlement of the RSUs or disposition of the Shares, if any, received in connection therewith, and Participant should consult a tax adviser regarding Participant's tax obligations prior to such settlement or disposition. Upon vesting of the RSU, Participant will include in income the fair market value of the Shares subject to the RSU. The included amount will be treated as ordinary income by Participant and will be subject to withholding by the Company when required by applicable law. Upon disposition of the Shares, any subsequent increase or decrease in value will be treated as short-term or long-term capital gain or loss, depending on whether the Shares are held for more than one year from the date of settlement. Further, an RSU may be considered a deferral of compensation that may be subject to Section 409A of the Code. Section 409A of the Code imposes special rules to the timing of making and effecting certain amendments of this RSU with respect to distribution of any deferred compensation. You should consult your personal tax advisor for more information on the actual and potential tax consequences of this RSU.8. RSU.7. Acknowledgement. The Company and Participant agree that the RSUs are granted under and governed by the Notice, this Agreement (including any RSU Addendum provided to employees in Participant's country (the "RSU Addendum") and the provisions of the Plan. Participant: (i) acknowledges receipt of a copy of the RSU Addendum (if any), the Plan and the Plan prospectus, which is available at http://www.ubs.com/onesource/GDOT, or a successor site, , (ii) represents that Participant has carefully read and is familiar with their provisions, and (iii) hereby accepts the RSUs subject to all of the terms and conditions set forth herein (including in any RSU Addendum) and those set forth in the Plan and the Notice.
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Termination.
If Subject to the terms of the Notice, if Participant's service
Terminates terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights of Participant to such RSUs shall immediately terminate.
For the avoidance of doubt, Participant shall not be entitled to any compensation for the loss of any rights or opportunities under the Plan other than as provided for herein. In case of any dispute as to whether Termination has occurred, the Committee shall
... have sole discretion to determine whether such Termination has occurred and the effective date of such Termination.7. U.S. Tax Consequences. Participant acknowledges that there will be tax consequences upon settlement of the RSUs or disposition of the Shares, if any, received in connection therewith, and Participant should consult a tax adviser regarding Participant's tax obligations prior to such settlement or disposition. Upon vesting of the RSU, Participant will include in income the fair market value of the Shares subject to the RSU. The included amount will be treated as ordinary income by Participant and will be subject to withholding by the Company when required by applicable law. Upon disposition of the Shares, any subsequent increase or decrease in value will be treated as short-term or long-term capital gain or loss, depending on whether the Shares are held for more than one year from the date of settlement. Further, an RSU may be considered a deferral of compensation that may be subject to Section 409A of the Code. Section 409A of the Code imposes special rules to the timing of making and effecting certain amendments of this RSU with respect to distribution of any deferred compensation. You should consult your personal tax advisor for more information on the actual and potential tax consequences of this RSU.8. Acknowledgement. The Company and Participant agree that the RSUs are granted under and governed by the Notice, this Agreement and the provisions of the Plan. Participant: (i) acknowledges receipt of a copy of the Plan and the Plan prospectus, (ii) represents that Participant has carefully read and is familiar with their provisions, and (iii) hereby accepts the RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice.
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Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned (a) by mutual agreement of the Company and the Investor in writing or (b) by either the Company or the Investor if the conditions to such party's obligations set forth herein have not been satisfied (unless waived by the party entitled to the benefit thereof), and the Closing has not occurred on or before September 14, 2021 without liability of either the Company or the Investor or the Exchanging Investors, as
... the case may be; provided that neither the Company nor the Investor shall be released from liability hereunder if this Agreement is terminated and the transactions abandoned by reason of the failure of the Company or the Investor or the Exchanging Investors, as the case may be to have performed its obligations hereunder. Except as provided above, if this Agreement is terminated and the transactions contemplated hereby are not concluded as described above, this Agreement will become void and of no further force and effect.
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Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned (a) by mutual agreement of the
Company Companies and the Investor in writing or (b) by either the
Company Companies (acting jointly) or the Investor if the
conditions to such party's obligations set forth herein have not been satisfied (unless waived by the party entitled to the benefit thereof), and the Exchange Closing has not occurred on or before
September 14, [June 30], 2021 without liability of either the
... class="diff-color-red">Company Companies or the Investor or the Exchanging Investors, as the case may be; provided that neither the Company Companies nor the Investor shall be released from liability hereunder if this the Agreement is terminated and the transactions abandoned by reason of the failure of the Company Companies or the Investor or the Exchanging Investors, as the case may be be, to have performed its obligations hereunder. Except as provided above, if this Agreement is terminated and the transactions contemplated hereby are not concluded as described above, this Agreement will become void and of no further force and effect.
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Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned (a) by mutual agreement of the
Company Companies and the Investor in writing or (b) by either the
Company Companies (acting jointly) or the Investor if the
conditions to such party's obligations set forth herein have not been satisfied (unless waived by the party entitled to the benefit thereof), and the Exchange Closing has not occurred on or before
September 14, [June 30], 2021 without liability of either the
... class="diff-color-red">Company Companies or the Investor or the Exchanging Investors, as the case may be; provided that neither the Company Companies nor the Investor shall be released from liability hereunder if this the Agreement is terminated and the transactions abandoned by reason of the failure of the Company Companies or the Investor or the Exchanging Investors, as the case may be be, to have performed its obligations hereunder. Except as provided above, if this Agreement is terminated and the transactions contemplated hereby are not concluded as described above, this Agreement will become void and of no further force and effect.
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Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned (a) by mutual agreement of the Company and
the each Exchanging Investor in writing or (b) by either the Company or the
Investor Exchanging Investors if the conditions to such
party's parties' obligations set forth herein have not been satisfied (unless waived by the party entitled to the benefit thereof), and the Closing has not occurred on or before
September 14, November 15, 2021 without liability of either
... the Company or the Investor or the Exchanging Investors, as the case may be; provided that neither the Company nor the Investor Exchanging Investors shall be released from liability hereunder if this Agreement is terminated and the transactions abandoned by reason of the failure of the Company or the Investor or the Exchanging Investors, as the case may be be, to have performed its their respective obligations hereunder. Except as provided above, if this Agreement is terminated and the transactions contemplated hereby are not concluded as described above, this Agreement will become void and of no further force and effect.
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Termination. Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expiration of this Agreement. During the engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination
... with Aegis, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Placement. Furthermore, the company agrees that during Aegis's engagement hereunder, all inquiries from prospective investors will be referred to Aegis.
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Termination. Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expiration of this Agreement. During the engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination
... with Aegis, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Placement. Furthermore, the company agrees that during Aegis's engagement hereunder, all inquiries from prospective investors will be referred to Aegis. 2 9. Publicity. The Company agrees that it will not issue press releases or engage in any other publicity, without Aegis's prior written consent, commencing on the date hereof and continuing until the final closing of the Placement.
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Termination. Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expiration of this Agreement. During the engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination
... with Aegis, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Placement. Furthermore, the company Company agrees that during Aegis's engagement hereunder, all inquiries from prospective investors will be referred to Aegis. 3 12. Publicity. The Company agrees that it will not issue press releases or engage in any other publicity, without Aegis's prior written consent, commencing on the date hereof and continuing until the final closing of the Placement.
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Termination. Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses,
right of first refusal, indemnification and contribution, confidentiality,
conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expiration of this Agreement.
Notwithstanding anything to the contrary contained herein, the Company has the right to terminate the Agreement for cause in... compliance with FINRA Rule 5110(g)(5)(B)(i). The exercise of such right of termination for cause eliminates the Company's obligations with respect to the provisions relating to the tail fees. During the engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Aegis, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Placement. the Placements. Furthermore, the company Company agrees that during Aegis's engagement hereunder, all inquiries from prospective investors will be referred to Aegis.
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Termination. This Agreement shall terminate in its entirety upon the date on which the Investor shall have sold all the Registrable Securities; provided that the provisions of Sections 4, 6, 7, 9, 10 and 11 shall remain in full force and effect.
Termination. This Agreement shall terminate in its entirety upon
the earlier of (i) the date on which the Investor shall have sold all the Registrable
Securities; provided Securities and (ii) 180 days following the date of termination of the Purchase Agreement; provided, that the provisions of Sections 4, 6, 7, 9, 10 and 11 shall remain in full force and effect.
Termination. This Agreement shall terminate in its entirety upon
the earlier of (i) the date on which the Investor shall have sold all the Registrable
Securities; provided Securities and (ii) 180 days following the date of termination of the Purchase Agreement; provided, that the provisions of Sections 4, 6, 7, 9, 10 and 11 shall remain in full force and effect.
Termination. This Agreement shall terminate in its entirety upon
the earlier of (i) the date on which the Investor shall have sold all the Registrable
Securities; provided Securities and (ii) the date the Purchase Agreement is terminated; provided, that the provisions of
Sections Section 4, 6, 7, 9, 10 and 11 shall remain in full force and effect.
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Termination. This Agreement shall terminate upon the earliest of (i) the termination of the BCA in accordance with its terms, and (ii) the time this Agreement is terminated upon the mutual written agreement of the SPAC, the Company and the Sponsor (the earliest such date under clause (i) and (ii) being referred to herein as the "Termination Date"); provided, that the provisions set forth in Sections 1, 2, 4, and 5 shall no longer be effective from and after the Closing of the Merger; provided further, that
... the provisions set forth in Sections 8 through 12 shall survive the Termination Date.
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Termination. This Agreement shall terminate upon the earliest of (i) the termination of the BCA in accordance with its terms, and (ii) the time this Agreement is terminated upon the mutual written agreement of
the SPAC, GigCapital2, the Company and the Sponsor (the earliest such date under clause (i) and (ii) being referred to herein as the "Termination Date"); provided, that the provisions set forth in Sections 1,
2, 4, 2 and
5 3 shall no longer be effective from and after the Closing of the Merger;
... provided further, that the provisions set forth in Sections 8 through 12 16 shall survive the Termination Date.
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Termination. This Agreement shall terminate upon the earliest of (i) the termination of the BCA in accordance with its terms, and (ii) the time this Agreement is terminated upon the mutual written agreement of
the SPAC, Athena, the Company and the Sponsor (the earliest such date under clause (i) and (ii) being referred to herein as the "Termination Date"); provided, that the provisions set forth in Sections
1, 2, 4, and 5 1.1 through 1.8 shall no longer be effective from and after the Closing of the Merger;
... provided further, that the provisions set forth in Sections 8 3.3 through 12 3.12 shall survive the Termination Date.
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Termination. This Agreement shall terminate upon the earliest of (i) the termination of the BCA in accordance with its terms, and (ii) the time this Agreement is terminated upon the mutual written agreement of
the SPAC, BCAC, the Company and the Sponsor (the earliest such date under clause (i) and (ii) being referred to herein as the "Termination Date"); provided, that the provisions set forth in Sections 1,
2, 4, 3 and
5 4 shall no longer be effective from and after the Closing of the Merger; provided
... further, that the provisions set forth in Sections 8 9 through 12 24 shall survive the Termination Date.
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Termination. Employee's employment hereunder may be terminated by Employer under the following circumstances: (a) a vote of the majority of the members of the Board of Directors; (b) upon any violations of the Securities laws; (c) Upon incapacity or inability to perform all the duties set forth in this Agreement due to mental or physical disability; If Employee's employment is terminated by virtue of any of the events described in paragraph (a), (b), or (c) Employee shall be entitled only to compensation
... though the date of such termination and any restricted stock grants that have not vested shall be cancelled.
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Termination. Employee's employment hereunder may be terminated by Employer under the following circumstances: (a)
a vote at the recommendation of the
majority of the members of CEO or President with or without approval by the Board of Directors; (b) upon any violations of the Securities laws; (c) Upon incapacity or inability to perform all the duties set forth in this Agreement due to mental or physical disability; If Employee's employment is terminated by virtue of any of the events described in paragraph
... (a), (b), or (c) Employee shall be entitled only to compensation though the date of such termination and any restricted stock grants that have not vested shall be cancelled.
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Termination. This Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent of the Seller and Buyer; (b) by Buyer by written notice to the Seller if: (i) there has been a breach by Seller, or an inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 6 and such breach, inaccuracy or failure has not been cured by
... Seller within ten (10) days of Seller's receipt of written notice of such breach from Buyer; or (ii) any of the conditions set forth in Section 6.1 or Section 6.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by May 31, 2017, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; (c) by Seller upon written notice to Buyer if: (i) there has been a breach by Buyer, or an inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 6 and such breach, inaccuracy or failure has not been cured by Buyer within ten (10) days of Buyer's receipt of written notice of such breach from the Seller; or (ii) any of the conditions set forth in Section 6.1 or Section 6.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by May 31, 2017, unless such failure shall be due to the failure of the Seller to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by them prior to the Closing. (d) by Buyer or the Seller in the event that (i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental Entity shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable. (e) In the event of the termination of this Agreement in accordance with this Section 10, this Agreement shall forthwith become void and there shall be no liability on the part of any Party hereto except: 23 (i) as set forth in this Section 10 and Section 5.5 and Section 11 hereof; and (ii) that nothing herein shall relieve any Party hereto from liability for any willful breach of any provision hereof.
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Termination. This Agreement may be terminated at any time prior to the Closing:
(a) 11.1. by the mutual written consent of
the Seller and Buyer;
(b) 11.2. by Buyer by written notice to
the Seller if:
(i) (a) Buyer is not then in material breach of any provision of this Agreement and there has been a breach
by Seller, or an inaccuracy in or failure to perform of any representation, warranty,
covenant covenant, agreement or
agreement obligation made by Seller
pursuant to or the Company in this Agreement that
... would give rise to the failure of any of the conditions specified in Section 6 7 or Section 8 and such breach, inaccuracy or failure breach has not been cured by Seller within ten (10) days of Seller's receipt of written notice of such breach from Buyer; or (ii) (b) any of the conditions set forth in Section 6.1 7 or Section 6.2 8 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by May December 31, 2017, 2021 (the "Outside Date"), unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions obligations hereof to be performed or complied with by it prior to the Closing; (c) or 51 11.3. by Seller upon by written notice to Buyer if: (i) (a) neither Seller nor the Company is then in material breach of any provision of this Agreement and there has been a breach by Buyer, or an inaccuracy in or failure to perform of any representation, warranty, covenant covenant, agreement or agreement obligation made by Buyer pursuant to in this Agreement that would give rise to the failure of any of the conditions specified in Section 6 9 and such breach, inaccuracy or failure breach has not been cured by Buyer within ten (10) days of Buyer's receipt of written notice of such breach from the Seller; or (ii) (b) any of the conditions set forth in Section 6.1 7 or Section 6.2 9 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by May 31, 2017, the Outside Date, unless such failure shall be due to the failure of Seller or the Seller Company to perform or comply with any of the covenants, agreements or conditions obligations hereof to be performed or complied with by them it prior to the Closing. (d) by Buyer or the Seller in the event that (i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental Entity shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable. (e) 11.4. In the event of the termination of this Agreement in accordance with this Section 10, 11, this Agreement shall forthwith become void and there shall be no liability on the part of any Party hereto except: 23 (i) as set forth in party except (a) for this Section 10 11 and Section 5.5 12, which provisions shall survive the termination of this Agreement and Section 11 hereof; and (ii) (b) that nothing herein shall relieve any Party hereto party from liability for any willful breach Fraud or Willful Breach of any provision hereof.
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Termination.
10.1 Termination. This Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent of the
Seller and Buyer; parties hereto; (b) by Buyer by written notice to
the Seller if:
(i) (a) Buyer is not then in material breach of any provision of this Agreement and there has been a
breach by Seller, or an breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that would give rise to the
... failure of any of the conditions specified in Section 6 8 and such breach, inaccuracy or failure has not been cured by Seller within ten (10) days of Seller's receipt of written notice of such breach from Buyer; STOCK PURCHASE AGREEMENT - 24 115439161.13 0074720-00001 (b) the Seller Board or (ii) any committee of the Seller Board fails to unanimously recommend or withdraws, amends, modifies or qualifies, publicly proposes or states its intention to do so, or fails to publicly reaffirm (without qualification) within three Business Days after having been requested in writing by Buyer, acting reasonably, to do so, the Board Recommendation, or the Seller Board or any committee of the Seller Board resolves or proposes to take any of the foregoing actions; or (c) any of the conditions set forth in Section 6.1 8.1 or Section 6.2 8.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by May December 31, 2017, 2022, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; (c) by Seller upon by written notice to Buyer if: (i) (a) Seller is not then in material breach of any provision of this Agreement and there has been a breach by Buyer, or an breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 6 8 and such breach, inaccuracy or failure has not been cured by Buyer within ten (10) days of Buyer's receipt of written notice of such breach from the Seller; or (ii) (b) any of the conditions set forth in Section 6.1 8.1 or Section 6.2 8.3 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by May December 31, 2017, 2022, unless such failure shall be due to the failure of the Seller to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by them it prior to the Closing. (d) by Buyer or the Seller in the event that (i) there shall be any Law that makes consummation 10.2 Effect of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental Entity shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable. (e) Termination. In the event of the termination of this Agreement in accordance with this Section 10, 9, this Agreement shall forthwith become void and there shall be no liability on the part of any Party party hereto except: 23 (i) (a) as set forth in this Section 10 and Section 5.5 6.1 and Section 11 hereof; and (ii) (b) that nothing herein shall relieve any Party party hereto from liability for any fraud, intentional misrepresentations, or willful breach of any provision hereof.
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Termination.
8.1 Termination Rights. This Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent of
the Seller and Buyer; (b) by Buyer by written notice to
the Seller if: (i) there has been a
breach by Seller, or an material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that
would give rise to the failure of any of the conditions specified in Section 6 and such breach,... inaccuracy or failure has not been cured waived in writing by Seller within ten (10) days of Seller's receipt of written notice of such breach from Buyer; or (ii) the satisfaction of any of the conditions set forth in Section 6.1 5.1 or Section 6.2 5.2 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by May 31, 2017, become impossible, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; Closing, and Buyer has not waived such condition in writing. (c) by Seller upon by written notice to Buyer if: (i) there has been a breach by Buyer, or an material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 6 and such breach, inaccuracy or failure has not been cured waived in writing by Buyer within ten (10) days of Buyer's receipt of written notice of such breach from the Seller; or (ii) the satisfaction of any of the conditions set forth in Section 6.1 5.1 or Section 6.2 5.3 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by May 31, 2017, become impossible, unless such failure shall be due to the failure of the Seller to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by them it prior to the Closing. Closing and Seller has not waived such condition in writing. 16 (d) by Buyer or the Seller in the event that that: (i) there shall be any Law law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or prohibited; (ii) any Governmental Entity governmental authority of competent jurisdiction shall have issued a Governmental Order an order permanently restraining or enjoining the consummation of the transactions contemplated by this Agreement, and such Governmental Order order shall have become final and non-appealable. (e) non-appealable; (iii) the Closing has not occurred on or before April 30, 2017 or such later date as Buyer and Seller may agree upon in writing, unless the terminating party is in material breach of this Agreement; (iv) the Merger Agreement has been terminated; or (v) any proceedings or investigations by or before, or otherwise involving, any governmental authority shall be threatened or pending against Seller or Buyer which seek to enjoin or prevent the Merger or the consummation of the transactions contemplated under this Agreement or which seek material damages in connection with the Merger or the transactions contemplated hereby. 8.2 Effect of Termination. Each party's right of termination under Section 8.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies. In the event of the termination of this Agreement in accordance with this Section 10, 8, this Agreement shall forthwith become void and there shall be no liability on the part of any Party party hereto except: 23 (i) as (a) Section 6.1, Section 6.2, Section 6.5, Section 8 and Section 9 hereof shall survive the termination; and (b) that termination of this Agreement will not preclude a party from bringing an indemnification claim against any other party to this Agreement for a breach arising prior to such termination pursuant to the terms and conditions set forth in this Section 10 herein and Section 5.5 and Section 11 hereof; and (ii) that nothing herein shall relieve any Party party hereto from liability for any willful intentional breach of any provision hereof.
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Termination. This Agreement shall terminate (i) at any time upon the written consent of the Company, the Investor and the Parent, (ii) upon the withdrawal by the Company of the Registration Statement, or (iii) on May 31, 2018 if the Closing has not occurred.
Termination. This Agreement shall terminate (i) at any time upon the written consent of the
Company, the Investor Company and the
Parent, Investor, (ii) upon the withdrawal by the Company of the Registration Statement,
(iii) termination of the Underwriting Agreement in accordance with its terms, or
(iii) (iv) on
May July 31,
2018 2019 if the Closing has not occurred.
Termination. This Agreement shall terminate (i) at any time upon the written consent of the Company, the Investor and the Parent, (ii) upon the withdrawal by the Company of the Registration Statement, or (iii) on May 31,
2018 2019 if the Closing has not occurred.
Termination. This Agreement shall terminate (i) at any time upon the written consent of the
Company, the Investor Company and the
Parent, Investor, (ii) upon the withdrawal by the Company of the Registration Statement, or (iii) on
May 31, June 30, 2018 if the Closing has not occurred.
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Termination. This Agreement shall automatically renew unless terminated by either Party. This Agreement may be terminated upon mutual written consent of the Employee and Company. At any time after the twelve (12) months hereof, Employee may terminate this Agreement (a) upon thirty (30) days' prior written notice to Company or (b) immediately if Employee is subject to materially diminished duties or responsibilities, provided that should a replacement Chief Financial Officer be retained by Company, such
... retention of the replacement shall not constitute diminished duties or responsibilities. Company may terminate this Agreement (i) without prior notice and without further obligation for reasons of just cause (e.g., fraud, theft, conviction of a felony, improper or dishonest action or significant acts of misconduct) on the part of Employee or any of Employee's agents providing services to Company, and (ii) without just cause upon thirty (30) days' written notice to Employee. This Agreement shall automatically terminate upon the death of Employee. In the event of the termination of this Agreement, Company shall pay Employee the base salary through the date of termination.
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Termination. This Agreement shall automatically renew unless terminated by either Party. This Agreement may be terminated upon mutual written consent of the Employee and Company. At any time after the twelve (12) months hereof, Employee may terminate this Agreement
(a) upon thirty (30) days' prior written notice to
Company or (b) immediately if Employee is subject to materially diminished duties or responsibilities, provided that should a replacement Chief Financial Officer be retained by Company, such... retention of the replacement shall not constitute diminished duties or responsibilities. Company. Company may terminate this Agreement (i) without prior notice and without further obligation for reasons of just cause (e.g., fraud, theft, conviction of a felony, improper or dishonest action or significant acts of misconduct) on the part of Employee or any of Employee's agents providing services to Company, and (ii) without just cause upon thirty (30) days' written notice to Employee. This Agreement shall automatically terminate upon the death of Employee. In the event of the termination of this Agreement, Company shall pay Employee the base salary through the date of termination. termination and compensate Employee according to the laws of China, if applicable.
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Termination. This Agreement shall automatically renew unless terminated by either Party. This Agreement may be terminated upon mutual written consent of the Employee and Company. At any time after the twelve (12) months hereof, Employee may terminate this Agreement (a) upon
thirty (30) ninety (90) days' prior written notice to
the Company or (b) immediately if
Employee Employee's agent is subject to materially diminished duties or
responsibilities, responsibilities provided that should a replacement Chief
... Financial Officer be retained by Company, the Company such retention of the replacement shall not constitute diminished duties or responsibilities. The Company may terminate this Agreement (i) without prior notice and without further obligation for reasons of just cause (e.g., fraud, theft, conviction of a felony, improper or dishonest action or significant acts of misconduct) misconduct), on the part of Employee or any of Employee's agents providing services to Company, and (ii) the Company. The Company may terminate this Agreement without just cause upon thirty (30) ninety (90) days' written notice to Employee. This Agreement shall automatically terminate upon the death of Employee. In the event of the termination of this Agreement, Company shall pay Employee the base salary through the date of termination. notice.
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Termination. This Agreement shall be subject to termination by you, by notice given to the Company prior to delivery of and payment for the Bonds, if prior to such time any of the events described in Sections 13(f) or 13(g) occurs.
Termination. This Agreement shall be subject to termination by you, by notice given to the Company prior to delivery of and payment for the
Bonds, Subordinated Notes, if prior to such time any of the events described in Sections 13(f) or 13(g) occurs.
View Variations (3)