Grouped Into 396 Collections of Similar Clauses From Business Contracts
This page contains Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination. Either party may terminate this Agreement at any time, with or without cause. In the event that Associate chooses to resign his employment, Benefitfocus requests fourteen (14) days written notice to Benefitfocus. In such event, the Associate shall continue (if agreed to by Benefitfocus) to render his services and shall be paid his regular compensation up to the date of termination.
Termination. Either party may terminate this Agreement at any time, with or without cause. In the event that Associate chooses to resign his her employment, Benefitfocus requests fourteen (14) days written notice to Benefitfocus. In such event, the Associate shall continue (if agreed to by Benefitfocus) to render his her services and shall be paid his her regular compensation up to the date of termination. Upon termination by either party for any reason, Associate will resign her position(s), if any, as an o...fficer or director of the Company, as a member of any committees, as well as any other positions she may hold with or for the benefit of the Company and/or its affiliates. View More
Termination. 6.1Termination Upon Death or Disability. 6.2Termination by Employee. 6.3Termination by the Company for Cause. 6.5Termination by the Company Without Cause. 6.6Definitions. 6.7Compensation Upon Termination. 6.7.1Termination Upon Death or Disability, by Employee (Other Than for Good Reason) or for Cause. 6.7.2Termination Without Cause or Upon Good Reason. 6.7.3Parachute Payment. 6.8Section 409A.
Termination. 6.1Termination Upon Death or Disability. 6.2Termination by Employee. 6.3Termination by the Company for Cause. 6.4Termination by Employee With Good Reason. 6.5Termination by the Company Without Cause. 6.6Definitions. 6.7Compensation Upon Termination. 6.7.1Termination Upon Death or Disability, by Employee (Other Than for Good Reason) or for Cause. 6.7.2Termination Without Cause or Upon Good Reason. 6.7.3Parachute Payment. 6.8Section 409A. 6.9 Employment Standards.
Termination. This Agreement may be terminated in the sole discretion of the Underwriters by notice to the Transferor given at or prior to the Closing Date in the event that the Transferor or the Bank shall have failed, refused or been unable to perform in all material respects all obligations and satisfy in all material respects all conditions on its part to be performed or satisfied hereunder at or prior thereto. Termination of this Agreement pursuant to this Section 12 shall be without liability of any par...ty to any other party except (i) as provided in Sections 7, 9 and 10 hereof and (ii) if this Agreement is terminated by the Representatives in accordance with any of the provisions of Section 8(a), (b), (d), (e), (f), (g), (j), (k), (l), or (n), the Transferor will reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel to the Underwriters.View More
Termination. This Agreement may be terminated in the sole discretion of the Underwriters by notice to the Transferor given at or prior to the Closing Date in the event that 33Underwriting Agreement-Series 2019-1 the Transferor or the Bank shall have failed, refused or been unable to perform in all material respects all obligations and satisfy in all material respects all conditions on its part to be performed or satisfied hereunder at or prior thereto. Termination of this Agreement pursuant to this Section 1...2 shall be without liability of any party to any other party except (i) as provided in Sections 7, 9 and 10 hereof and (ii) if this Agreement is terminated by the Representatives Representative because of (x) any condition to the obligations of the Underwriters set forth in accordance Section 8 of this Agreement is not satisfied, (y) any refusal, inability or failure on the party of the Bank or the Transferor to perform any agreement herein or to comply with any provision hereof or (z) any breach of a representation or warranty herein on the part of the provisions of Section 8(a), (b), (d), (e), (f), (g), (j), (k), (l), Bank or (n), the Transferor, the Transferor will reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel to the Underwriters. Underwriters that shall have been incurred by the Underwriters in connection with the proposed purchase, sale and offering of the Underwritten Notes. View More
Termination. This Agreement may be terminated in the sole discretion of the Underwriters by notice to the Transferor given at or prior to the Closing Date in the event that the Transferor or the Bank shall have failed, refused or been unable to perform in all material respects all obligations and satisfy in all material respects all conditions on its part to be performed or satisfied hereunder at or prior thereto. Termination of this Agreement pursuant to this Section 12 shall be without liability of any par...ty to any other party except (i) as provided in Sections 7, 9 and 10 hereof and (ii) if this Agreement is terminated by the Representatives Representative because of (x) any condition to the obligations of the Underwriters set forth in accordance Section 8 of this Agreement is not satisfied, (y) any refusal, inability or failure on the party of the Bank or the Transferor to perform any agreement herein or to comply with any provision hereof or (z) any breach of a representation or warranty herein on the part of the provisions of Section 8(a), (b), (d), (e), (f), (g), (j), (k), (l), Bank or (n), the Transferor, the Transferor will reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel to the Underwriters. Underwriters that shall have been incurred by the Underwriters in connection with the proposed purchase, sale and offering of the Underwritten Notes. View More
Termination. This Agreement may be terminated (1) by mutual consent in writing; (2) by either Target, the Shareholder or Acquirer if there has been a material misrepresentation or material breach of any warranty or covenant by any other party; or (3) by either Target, the Shareholder or Acquirer if the Closing shall not have taken place, unless adjourned to a later date by mutual consent in writing.
Termination. This Agreement may be terminated (1) by mutual consent in writing; (2) by either Target, the Shareholder Sellers or Acquirer if there has been a material misrepresentation or material breach of any warranty or covenant by any other party; or (3) by either Target, the Shareholder Sellers or Acquirer if the Closing shall not have taken place, unless adjourned to a later date by mutual consent in writing.
Termination. This Agreement may be terminated (1) by mutual consent in writing; (2) by either Target, the Shareholder Sellers or Acquirer if there has been a material misrepresentation or material breach of any warranty or covenant by any other party; or (3) by either Target, the Shareholder Sellers or Acquirer if the Closing shall not have taken place, unless adjourned to a later date by mutual consent in writing.
Termination. (a) Termination of Agreement. Certain of the Parties may terminate this Agreement as provided below: (i) the Buyer and the Seller may terminate this Agreement by mutual written consent at any time prior to the Closing; (ii) the Buyer may terminate this Agreement prior to the Closing by giving written notice to the Seller on or before the 30th day following the date of this Agreement if the Buyer is not satisfied with the results of its continuing business, legal, environmental, and accounting du...e diligence regarding the Business and provided that Buyer identifies in writing as a basis for such termination the material and relevant finding not previously disclosed to Buyer as of the date of this Agreement; (iii) the Buyer may terminate this Agreement by giving written notice to the Seller at any time prior to the Closing (A) in the event the Seller has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, the Buyer has notified the Seller of the breach, and the breach has continued without cure for a period of 15 days after the notice of breach or (B) if the Closing shall not have occurred on or before December 31, 2018 by reason of the failure of any condition precedent under §7(a) hereof (unless the failure results primarily from the Buyer itself breaching any representation, warranty, or covenant contained in this Agreement); and (iv) the Seller may terminate this Agreement by giving written notice to the Buyer at any time prior to the Closing (A) in the event the Buyer has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, the Seller has notified the Buyer of the breach, and the breach has continued without cure for a period of 15 days after the notice of breach or (B) if the Closing shall not have occurred on or before December 31, 2018, by reason of the failure of any condition precedent under §7(b) hereof (unless the failure results primarily from the Seller itself breaching any representation, warranty, or covenant contained in this Agreement). (b) Effect of Termination. If any Party terminates this Agreement pursuant to §9(a) above, all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to the other Party (except for any Liability of any Party then in breach).View More
Termination. (a) 9.1 Termination of Agreement. Certain of the The Parties may terminate this Agreement as provided below: (i) the (a) Buyer and the Seller may terminate this Agreement by mutual written consent at any time prior to the Closing; (ii) the Buyer may terminate this Agreement prior to the Closing by giving written notice to the Seller on or before the 30th day following the date of this Agreement if the Buyer is not satisfied with the results of its continuing business, legal, environmental, and a...ccounting due diligence regarding the Business and provided that Buyer identifies in writing as a basis for such termination the material and relevant finding not previously disclosed to Buyer as of the date of this Agreement; (iii) the (b) Buyer may terminate this Agreement by giving written notice to the Seller at any time prior to the Closing (A) (i) in the event the Seller or any Subsidiary has breached any material representation, warranty, warranty or covenant contained in this Agreement in any material respect, the Buyer has notified the Seller of the breach, breach and the breach has continued without cure or written waiver of the breach by Buyer for a period of 15 30 days after the notice of breach breach, or (B) (ii) if the Closing shall will not have occurred on or before December 31, 2018 November 18, 2013, by reason of the failure of any condition precedent under §7(a) hereof Section 7.1 (unless the failure results primarily from the Buyer itself breaching any representation, warranty, warranty or covenant contained in this Agreement); Agreement) ); or (iii) if the Parties are not able to agree on allocation of the Purchase Price or Buyer has not agreed to Seller Disclosure Schedules by October 10, 2013; and (iv) the (c) Seller may terminate this Agreement by giving written notice to the Buyer at any time prior to the Closing (A) (i) in the event the Buyer has breached any material representation, warranty, warranty or covenant contained in this Agreement in any material respect, the Seller has notified the Buyer of the breach, breach and the breach has continued without cure or written waiver of the breach by Seller for a period of 15 30 days after the notice of breach breach, or (B) (ii) if the Closing shall will not have occurred on or before December 31, 2018, November 18, 2013, by reason of the failure of any condition precedent under §7(b) hereof Section 7.2 (unless the failure results primarily from the Seller itself breaching any representation, warranty, warranty or covenant contained in this Agreement). (b) Agreement); or (iii) if the Parties are not able to agree on allocation of the Purchase Price or Buyer has not agreed to Seller Disclosure Schedules by November 15, 2013. 29 9.2 Effect of Termination. If any Party terminates this Agreement pursuant to §9(a) above, Section 9.1, all rights and obligations of the Parties hereunder shall under this Agreement will terminate without any Liability of any Party to the any other Party (except for any Liability of any Party then in breach). breach), except for any rights, obligations or agreements set forth in Section 6.4, which will survive any such termination indefinitely. View More
Termination. (a) Termination of Agreement. Certain of the The Parties may terminate this Agreement as provided below: (i) the Buyer and the Seller may terminate this Agreement by mutual written consent at any time prior to the Closing; (ii) the Buyer may terminate this Agreement prior to the Closing by giving written notice to the Seller on or before the 30th day following the date of this Agreement if the Buyer is not satisfied with the results of its continuing business, legal, environmental, and accountin...g due diligence regarding the Business and provided that Buyer identifies in writing as a basis for such termination the material and relevant finding not previously disclosed to Buyer as of the date of this Agreement; (iii) the Buyer may terminate this Agreement by giving written notice to Seller at any time prior to the Closing in the event (A) Seller has within the then previous ten (10) Business Days given Buyer any notice pursuant to §5(e)(i) or (ii) above and (B) the development that is the subject of the notice has had or would reasonably be expected to have a Material Adverse Effect that cannot be cured before the Closing Date; 30 (iii) Buyer may terminate this Agreement by giving written notice to Seller at any time prior to the Closing (A) in the event the Seller has breached any material representation, warranty, or covenant contained in this Agreement in a manner that would result in or would reasonably be expected to result in the failure to satisfy any material respect, the condition specified in §7(a) above, Buyer has notified the Seller of the breach, and the breach has continued without cure for a period of 15 thirty (30) days after the notice of breach or (B) if the Closing shall not have occurred on or before December 31, 2018 the End Date, by reason of the failure of to satisfy any condition precedent under §7(a) hereof above (unless the failure results primarily from the Buyer itself breaching any representation, warranty, or covenant contained in this Agreement); and (iv) the Seller may terminate this Agreement by giving written notice to the Buyer at any time prior to the Closing (A) in the event the Buyer has breached any material representation, warranty, or covenant contained in this Agreement in a manner that would result in or would reasonably be expected to result in the failure to satisfy any material respect, the condition specified in §7(b) above, Seller has notified the Buyer of the breach, and the breach has continued without cure for a period of 15 thirty (30) days after the notice of breach or (B) if the Closing shall not have occurred on or before December 31, 2018, the End Date, by reason of the failure of to satisfy any condition precedent under §7(b) hereof above (unless the failure results primarily from the Seller itself breaching any representation, warranty, or covenant contained in this Agreement). (b) Effect of Termination. If any either Party terminates this Agreement pursuant to §9(a) above, all rights and obligations of the Parties hereunder shall terminate without any Liability liability of any either Party to the other Party (except for any Liability liability of any a Party then in breach). View More
Termination. COMPANY shall have the right to terminate this Agreement, for any reason, (i) upon at least three (3) months prior written notice to M.I.T., such notice to state the date at least three (3) months in the future upon which termination is to be effective, and (ii) upon payment of all amounts due to M.I.T. through such termination effective date. 12.2 Cessation of Business. If COMPANY ceases to carry on its business related to this Agreement, M.I.T. shall have the right to terminate this Agreement ...immediately upon written notice to COMPANY. 12.3 Termination for Default. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. 27 (a) Nonpayment. In the event COMPANY fails to pay any amounts due and payable to M.I.T. hereunder, and fails to make such payments within thirty (30) days after receiving written notice of such failure, M.I.T. may terminate this Agreement immediately upon written notice to COMPANY. (b) Material Breach. In the event COMPANY commits a material breach of its obligations under this Agreement, except for breach as described in Section 12.3(a), and fails to cure that breach within ninety (90) days after receiving written notice thereof, M.I.T. may terminate this Agreement immediately upon written notice to COMPANY. 12.4 Termination as a Consequence of PATENT CHALLENGE. (a) By COMPANY. If COMPANY or any of its AFFILIATES brings a PATENT CHALLENGE against M.I.T., or assists others in bringing a PATENT CHALLENGE against M.I.T. (except as required under a court order or subpoena), then M.I.T. may immediately terminate this Agreement. (b) By SUBLICENSEE. If a SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE (except as required under a court order or subpoena), then M.I.T. may send a written demand to COMPANY to terminate such sublicense. If COMPANY fails to so terminate such sublicense within thirty (30) days after M.I.T.'s demand, M.I.T. may immediately terminate this Agreement. 12.5 Disputes regarding Termination. If COMPANY disputes any termination by M.I.T. under this Section 12, it must notify M.I.T. of the nature of such dispute and the proposed manner in which to resolve the dispute within [***] ([***]) days of receipt of notification of breach or notification of termination by M.I.T., whichever is sooner. If the parties do not resolve such dispute within [***] ([***]) days of such notification, then COMPANY will be required to initiate the dispute resolution procedures outlined in Section 13.3(a) immediately. If it does not do so, COMPANY shall be considered to have waived its rights to dispute the termination. 12.6 Effect of Termination. (a) Survival. The following provisions shall survive the expiration or termination of this Agreement: • Article 1 ("Definitions"); • Article 8 ("Indemnification and Insurance"); • Article 9 ("Representations or Warranties"); • Article 13 ("Dispute Resolution"); • Article 14 ("Confidential Information") • Section 15 ("Miscellaneous"); • Section 4.1(h) ("Consideration for Grant of Rights," "Equity") [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. 28 • Section 5.2 ("Content of Reports and Payments"); • Section 5.3 ("Records"); • Section 11.1 ("Compliance With Laws"); • Section 11.2 ("Export Control"); • Section 12.5 ("Disputes regarding Termination"); and • Section 12.6 ("Effect of Termination"). (b) Pre-termination Obligations. In no event shall termination of this Agreement release COMPANY, AFFILIATES, or SUBLICENSEES from the obligation to pay any amounts that became due on or before the effective date of termination.View More
Termination. 12.1 Voluntary Termination by COMPANY. COMPANY shall have the right to terminate this Agreement, the AGREEMENT, for any reason, (i) upon at least three (3) six (6) months prior written notice to M.I.T., such notice to state the date at least three (3) six (6) months in the future upon which termination is to be effective, and (ii) upon payment of all amounts due to M.I.T. through such termination effective date. 12.2 Cessation of Business. If COMPANY ceases to carry on its business related to th...is Agreement, the AGREEMENT, M.I.T. shall have the right to terminate this Agreement the AGREEMENT immediately upon written notice to COMPANY. 12.3 Termination for Default. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. 27 (a) Nonpayment. In the event COMPANY fails to pay any amounts due and payable to M.I.T. hereunder, and fails to make such payments within thirty (30) days after receiving written notice of such failure, M.I.T. may terminate this Agreement the AGREEMENT immediately upon written notice to COMPANY. (b) Material Breach. In the event COMPANY commits a material breach of its obligations under this Agreement, the AGREEMENT, except for breach as described in Section 12.3(a), and fails to cure that breach within ninety (90) sixty (60) days after receiving written notice thereof, M.I.T. may terminate this Agreement the AGREEMENT immediately upon written notice to COMPANY. 46 12.4 Termination as a Consequence of PATENT CHALLENGE. (a) By COMPANY. If COMPANY or any of its AFFILIATES brings a PATENT CHALLENGE against M.I.T., or assists others in bringing a PATENT CHALLENGE against M.I.T. (except as required under a court order or subpoena), then M.I.T. may immediately terminate this Agreement. the AGREEMENT. (b) By SUBLICENSEE. If a SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE (except as required under a court order or subpoena), then M.I.T. may send a written demand to COMPANY to terminate such sublicense. SUBLICENSE. If COMPANY fails to so terminate such sublicense SUBLICENSE within thirty (30) days after M.I.T.'s demand, M.I.T. may immediately terminate this Agreement. the AGREEMENT. 12.5 Disputes regarding Regarding Termination. If COMPANY disputes any termination by M.I.T. under this Section 12, Section, it must notify M.I.T. of the nature of such dispute and the proposed manner in which to resolve the dispute within [***] ([***]) (10) days of receipt of notification of breach or notification of termination by M.I.T., whichever is sooner. If the parties do not resolve such dispute within [***] ([***]) ten (10) days of such notification, then COMPANY will shall be required to initiate the dispute resolution procedures outlined in Section 13.3(a) immediately. promptly. If it does not do so, COMPANY shall be considered to have waived its rights to dispute the termination. 12.6 Effect of Termination. (a) Survival. The following provisions shall survive the expiration or termination of this Agreement: the AGREEMENT: • Article 1 ("Definitions"); • Section 2.6 ("REGULATORY VOUCHERS"); 47 • Section 4.1(g) ("Sharing of SUBLICENSE INCOME") as it relates to sharing of DETERMINED VALUE; • Article 5 ("Reports and Records") as it relates to IDENTIFIED PRODUCTS; • Article 8 ("Indemnification and Insurance"); • Article 9 ("Representations ("No Representations or Warranties"); • Article 13 ("Dispute Resolution"); • Article 14 ("Confidential Information") • Section 15 ("Miscellaneous"); • Section 4.1(h) ("Consideration for Grant of Rights," "Equity") [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. 28 • Section 5.2 ("Content of Reports and Payments"); • Section 5.3 ("Records"); • Section 11.1 ("Compliance With Laws"); • Section 11.2 ("Export Control"); • Section 12.5 ("Disputes regarding Termination"); and Regarding Termination"): • Section 12.6 ("Effect of Termination"). Termination"); • Article 13 ("Dispute Resolution"); • Article 14 ("Miscellaneous"); (b) Pre-termination Obligations. In no event shall termination of this Agreement the AGREEMENT release COMPANY, AFFILIATES, or SUBLICENSEES from the obligation to pay any amounts that became due on or before the effective date of termination. View More
Termination. 12.1 Voluntary Termination by COMPANY. COMPANY shall have the right to terminate this Agreement, for any reason, (i) upon at least three (3) six (6) months prior written notice to M.I.T., such notice to state the date at least three (3) six (6) months in the future upon which termination is to be effective, and (ii) upon payment of all amounts due to M.I.T. through such termination effective date. 25 12.2 Cessation of Business. If COMPANY ceases to carry on its business related to this Agreement..., M.I.T. shall have the right to terminate this Agreement immediately upon written notice to COMPANY. 12.3 Termination for Default. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. 27 (a) Nonpayment. In the event COMPANY fails to pay any amounts due and payable to M.I.T. hereunder, and fails falls to make such payments within thirty (30) [**] days after receiving written notice of such failure, M.I.T. may terminate this Agreement immediately upon written notice to COMPANY. (b) Material Breach. In the event COMPANY commits a material breach of its obligations under this Agreement, except for breach as described in Section 12.3(a), and fails to cure that breach within ninety (90) [**] days after receiving written notice thereof, M.I.T. may terminate this Agreement immediately upon written notice to COMPANY. 12.4 Termination as a Consequence of PATENT CHALLENGE. (a) By COMPANY. If COMPANY or any of its AFFILIATES brings a PATENT CHALLENGE against M.I.T., or assists others in bringing a PATENT CHALLENGE against M.I.T. (except as required under a court order or subpoena), then M.I.T. may immediately terminate this Agreement. (b) By SUBLICENSEE. If a SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE (except as required under a court order or subpoena), then M.I.T. may send a written demand to COMPANY to terminate such sublicense. If COMPANY fails to so terminate such sublicense within thirty (30) [**] days after M.I.T.'s demand, M.I.T. may immediately terminate this Agreement. 12.5 Disputes regarding Termination. If COMPANY disputes any termination by M.I.T. under this Section 12, Section, it must notify M.I.T. of the nature of such dispute and the proposed manner in which to resolve the dispute within [***] ([***]) [**] days of receipt of notification of breach or notification of termination by M.I.T., whichever is sooner. If the parties do not resolve such dispute within [***] ([***]) [**] days of such notification, then COMPANY will shall be required to initiate the dispute resolution procedures outlined in Section 13.3(a) immediately. If it does not do so, COMPANY shall be considered to have waived its rights to dispute the termination. 26 12.6 Effect of Termination. Termination (a) Survival. The following provisions shall survive the expiration or termination of this Agreement: • Article 1 ("Definitions"); • Article 8 ("Indemnification and Insurance"); • Article 9 ("Representations ("No Representations or Warranties"); • Article 13 ("Dispute Resolution"); • Article 14 ("Confidential Information") Information"); • Section Article 15 ("Miscellaneous"); • Section 4.1(h) ("Consideration for Grant of Rights," "Equity") [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. 28 • Section 5.2 ("Content of Reports and Payments"); • Section 5.3 5.4 ("Records"); • Section 11.1 ("Compliance With Laws"); • Section 11.2 ("Export Control"); • Section 12.5 ("Disputes regarding Termination"); and • Section 12.6 ("Effect of Termination"). (b) Pre-termination Obligations. In no event shall termination of this Agreement release COMPANY, AFFILIATES, or SUBLICENSEES from the obligation to pay any amounts that became due on or before the effective date of termination. View More
Termination. This Agreement shall terminate automatically upon the later to occur of the approval of the Preferred Conversion by the Company's stockholders or the approval of the Merger Agreement by such stockholders; provided, however, that this Agreement will also terminate if the approval of the Preferred Conversion has occurred and the Company has elected to terminate the Merger Agreement in accordance with its terms prior to approval of the Merger Agreement by the Company's stockholders. In the event of... the termination of this Agreement, this Agreement shall forthwith become null and void, there shall be no liability on the part of any of the parties, and all rights and obligations of each party hereto shall cease; provided, however, that no such termination of this Agreement shall relieve any party hereto from any liability for any breach of any provision of this Agreement prior to such termination.View More
Termination. This Agreement shall terminate automatically upon the later to occur of the approval of the Preferred Conversion by the Company's stockholders or the approval of the Merger Agreement by such the Company's stockholders; provided, however, that this Agreement will also terminate if the approval of the Preferred Conversion has occurred and the Company has elected to terminate the Merger Agreement in accordance with its terms prior to approval of the Merger Agreement by the Company's stockholders. I...n the event of the termination of this Agreement, this Agreement shall forthwith become null and void, there shall be no liability on the part of any of the parties, and all rights and obligations of each party hereto shall cease; provided, however, that no such termination of this Agreement shall relieve any party hereto from any liability for any breach of any provision of this Agreement prior to such termination. View More
Termination. This Agreement shall automatically terminate and be of no further force or effect upon the earliest to occur of: 12.1 the termination of this Agreement by the mutual written consent of Foamix and the Stockholder; 12.2 the termination of the Merger Agreement in accordance with its terms prior to the Effective Time; 12.3 a Menlo Adverse Recommendation Change to the extent permitted by, and subject to the applicable terms and conditions of, Section 5.7(b) of the Merger Agreement; 12.4 the Effective... Time; and 12.5 any amendment to the Merger Agreement without the prior written consent of the Stockholder that (i) decreases the Merger consideration or changes the form of the Merger Consideration, or (ii) otherwise amends the Merger Agreement in a manner materially adverse to the Stockholder relative to the other stockholders of Menlo (excluding, in all cases, any amendments affecting directors, officers or employees of Menlo in their capacities as such who are stockholders of Menlo). 12.6 In the event of the termination of this Agreement in accordance with this Section 12, this Agreement shall forthwith become void and have no effect, and there shall not be any liability or obligation on the part of any party hereto, other than this Section 12 and Section 14, which provisions shall survive such termination; provided, however, that nothing in this Section 12.6 shall relieve either party from liability for any material and intentional breach of any representation, warranty, covenant or other agreement contained in this Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity. For purposes of this Agreement, "material and intentional breach" shall mean an action or omission taken or omitted to be taken that the breaching party intentionally takes (or fails to take) and knows would, or knows would reasonably be expected to, cause a material breach of this Agreement. 7 13. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Foamix any direct or indirect ownership or incidence of ownership of or with respect to the Stockholder's Voting Stock. All rights, ownership and economic benefits of and relating to the Stockholder's Voting Stock shall remain vested in and belong to the Stockholder, and Foamix shall have no authority to direct the Stockholder in the voting or disposition of any of the Voting Stock except as otherwise provided herein.View More
Termination. This Agreement shall automatically terminate and be of no further force or effect upon the earliest to occur of: 12.1 the termination of this Agreement by the mutual written consent of Foamix Menlo and the Stockholder; 12.2 the termination of the Merger Agreement in accordance with its terms prior to the Effective Time; 12.3 a Menlo Foamix Adverse Recommendation Change to the extent permitted by, and subject to the applicable terms and conditions of, Section 5.7(b) 5.6(b) of the Merger Agreement...; 7 12.4 the Effective Time; and 12.5 any amendment to the Merger Agreement without the prior written consent of the Stockholder that (i) decreases the Merger consideration or changes the form of the Merger Consideration, or (ii) otherwise amends the Merger Agreement in a manner materially adverse to the Stockholder relative to the other stockholders of Menlo Foamix (excluding, in all cases, any amendments affecting directors, officers or employees of Menlo Foamix in their capacities as such who are stockholders of Menlo). Foamix). 12.6 In the event of the termination of this Agreement in accordance with this Section 12, this Agreement shall forthwith become void and have no effect, and there shall not be any liability or obligation on the part of any party hereto, other than this Section 12 and Section 14, which provisions shall survive such termination; provided, however, that nothing in this Section 12.6 shall relieve either party Party from liability for any material and intentional breach of any representation, warranty, covenant or other agreement contained in this Agreement, in which case the aggrieved party Party shall be entitled to all rights and remedies available at law or in equity. For purposes of this Agreement, "material and intentional breach" shall mean an action or omission taken or omitted to be taken that the breaching party Party intentionally takes (or fails to take) and knows would, or knows would reasonably be expected to, cause a material breach of this Agreement. 7 13. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Foamix any direct or indirect ownership or incidence of ownership of or with respect to the Stockholder's Voting Stock. All rights, ownership and economic benefits of and relating to the Stockholder's Voting Stock shall remain vested in and belong to the Stockholder, and Foamix shall have no authority to direct the Stockholder in the voting or disposition of any of the Voting Stock except as otherwise provided herein.View More
Termination. This Agreement shall automatically terminate and be of no further force or effect upon the earliest to occur of: 12.1 the termination of this Agreement by the mutual written consent of Foamix Menlo and the Stockholder; 12.2 the termination of the Merger Agreement in accordance with its terms prior to the Effective Time; 12.3 a Menlo Foamix Adverse Recommendation Change to the extent permitted by, and subject to the applicable terms and conditions of, Section 5.7(b) 5.6(b) of the Merger Agreement...; 12.4 the Effective Time; and 12.5 any amendment to the Merger Agreement without the prior written consent of the Stockholder that (i) decreases the Merger consideration or changes the form of the Merger Consideration, or (ii) otherwise amends the Merger Agreement in a manner materially adverse to the Stockholder relative to the other stockholders of Menlo Foamix (excluding, in all cases, any amendments affecting directors, officers or employees of Menlo Foamix in their capacities as such who are stockholders of Menlo). Foamix). 12.6 In the event of the termination of this Agreement in accordance with this Section 12, this Agreement shall forthwith become void and have no effect, and there shall not be any liability or obligation on the part of any party hereto, other than this Section 12 and Section 14, which provisions shall survive such termination; provided, however, that nothing in this Section 12.6 shall relieve either party Party from liability for any material and intentional breach of any representation, warranty, covenant or other agreement contained in this Agreement, in which case the aggrieved party Party shall be entitled to all rights and remedies available at law or in equity. For purposes of this Agreement, "material and intentional breach" shall mean an action or omission taken or omitted to be taken that the breaching party Party intentionally takes (or fails to take) and knows would, or knows would reasonably be expected to, cause a material breach of this Agreement. 7 13. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Foamix any direct or indirect ownership or incidence of ownership of or with respect to the Stockholder's Voting Stock. All rights, ownership and economic benefits of and relating to the Stockholder's Voting Stock shall remain vested in and belong to the Stockholder, and Foamix shall have no authority to direct the Stockholder in the voting or disposition of any of the Voting Stock except as otherwise provided herein.View More
Termination. (a) A Participant may terminate or modify his or her participation in the Plan at any time by written notice to the Administrator. To be effective for any Distribution, such notice must be received by the Administrator at least ten (10) days prior to the last day of the Distribution Period to which it relates. (b) A Participant's transfer of Shares will terminate participation in the Plan with respect to such transferred Shares as of the first day of the Distribution Period in which such transfe...r is effective, unless the transferee of such Shares in connection with such transfer demonstrates to the Administrator that such transferee meets the requirements for participation hereunder and affirmatively elects participation by delivering an executed authorization form or other instrument required by the Administrator. (c) In the event that a Participant requests a redemption of all of the Participant's Shares, the Participant will be deemed to have given written notice to the Administrator, at the time the redemption request is submitted, that the Participant is terminating his or her participation in the Plan, and is electing to receive all future distributions in cash. This election will continue in effect even if less than all of the Participant's Shares are redeemed unless the Participant notifies the Administrator that he or she elects to resume participation in the Plan.View More
Termination. (a) A Participant may terminate or modify his or her participation in the Plan at any time by written notice to the Administrator. In the case of a death of a Participant, an executor, heir or other administrator of such Participant's estate may terminate or modify participation in the Plan with respect to the Units of such Participant by written notice to the Administrator. To be effective for any Distribution, such notice notices must be received by the Administrator at least ten (10) days pri...or to the last day of the Distribution Period to which it such Distribution relates. (b) A Participant's transfer of Shares Units will terminate participation in the Plan with respect to such transferred Shares Units as of the first day of the Distribution Period in which such transfer is effective, unless the transferee of such Shares Units in connection with such transfer demonstrates to the Administrator that such transferee meets the requirements for participation hereunder and affirmatively elects participation by delivering an executed authorization form or other instrument required by the Administrator. (c) In 2 9. Amendment or Termination by Company. (a) The terms and conditions of this Plan may be amended by the event that a Participant requests a redemption of all of the Participant's Shares, the Participant will be deemed Company at any time, including but not limited to have given written notice an amendment to the Administrator, Plan to substitute a new Administrator to act as agent for the Participants, by mailing an appropriate notice at least ten (10) days prior to the time the redemption request is submitted, that the Participant is terminating his or her effective date thereof to each Participant. (b) The Administrator may terminate a Participant's individual participation in the Plan, and is electing the Company may terminate the Plan itself, at any time by ten (10) days prior written notice to receive a Participant, or to all Participants, as the case may be. (c) After termination of the Plan or termination of a Participant's participation in the Plan, the Administrator will send to each Participant a check for the amount of any Distributions in the Participant's account that have not been invested in Units. Any future distributions in cash. This election will continue in effect even if less than all Distributions with respect to such former Participant's Units made after the effective date of the termination of the Participant's Shares are redeemed unless the Participant notifies the Administrator that he or she elects to resume participation in the Plan. Plan will be sent directly to the former Participant or to such other party as the Participant has designated pursuant to an authorization form or other documentation satisfactory to the Administrator. View More
Termination. (a) A Participant may terminate or modify his or her participation in the Plan at any time by written notice to the Administrator. To be effective for any Distribution, such notice must be received by the Administrator at least ten (10) days prior to the last day of the Distribution Period to which it relates. (b) A Prior to the listing of the Common Units on a national securities exchange, a Participant's transfer of Shares Common Units will terminate participation in the Plan with respect to s...uch transferred Shares Common Units as of the first day of the Distribution Period in which such transfer is effective, unless the transferee of such Shares Common Units in connection with such transfer demonstrates to the Administrator that such transferee meets the requirements for participation hereunder and affirmatively elects participation by delivering an executed authorization form or other instrument required by the Administrator. (c) In Notwithstanding Section 8(a) and (b) above, the event that a Participant requests a redemption of all of the Participant's Shares, the Participant will be deemed to have given written notice to the Administrator, Plan shall automatically terminate at the time when the redemption request Common Units are listed on a national securities exchange. 3 9. State Regulatory Restrictions. The Administrator is submitted, that the Participant is terminating his or her authorized to deny participation in the Plan, and is electing Plan to receive all future distributions in cash. This election will continue in effect even if less than all residents of the Participant's Shares are redeemed unless the Participant notifies the Administrator any state or foreign jurisdiction that he or she elects to resume imposes restrictions on participation in the Plan that conflict with the general terms and provisions of this Plan, including, without limitation, any general prohibition on the payment of broker-dealer commissions for purchases under the Plan. In this regard, no commissions will be paid to broker-dealers for Participants' purchases in the Plan. View More
Termination. (a) Termination of Agreement. The Parties may terminate this Agreement as provided below: (i) Purchaser and Principal may terminate this Agreement by mutual written agreement at any time prior to the Closing; 13 (ii) Purchaser may terminate this Agreement by giving written notice to Principal at any time prior to the Closing if: (A) Principal has breached any material representation, warranty, or covenant contained in this Agreement in any material respect and Purchaser has notified Principal of... the breach, and the breach has continued without cure for a period of 2 days after the notice of breach; or (B) if the Closing shall not have occurred on or before April 29, 2020, by reason of the failure of any condition precedent under Section 10(a) hereof (unless the failure results primarily from Purchaser itself breaching any representation, warranty, or covenant contained in this Agreement); and (iii) Principal may terminate this Agreement by giving written notice to Purchaser at any time prior to the Closing: (A) in the event Purchaser has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, Principal have notified Purchaser of the breach, and the breach has continued without cure for a period of 2 days after the notice of breach; or (B) if the Closing shall not have occurred on or before April 29, 2020, by reason of the failure of any condition precedent under Section 10(b) hereof (unless the failure results primarily from Principal himself breaching any representation, warranty, or covenant contained in this Agreement). (b) Effect of Termination. Upon termination of this Agreement, all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability of a Party that is then in breach.View More
Termination. (a) Termination of Agreement. The Parties may terminate this Agreement as provided below: (i) Purchaser Purchasers and Principal may terminate this Agreement by mutual written agreement at any time prior to the Closing; 13 10 (ii) Purchaser Purchasers may terminate this Agreement by giving written notice to Principal at any time prior to the Closing if: (A) Principal has breached any material representation, warranty, or covenant contained in this Agreement in any material respect and Purchaser...Purchasers has notified Principal of the breach, and the breach has continued without cure for a period of 2 days after the notice of breach; or (B) if the Closing shall not have occurred on or before April 29, 2020, August 11, 2021, by reason of the failure of any condition precedent under Section 10(a) hereof (unless the failure results primarily from Purchaser Purchasers itself breaching any representation, warranty, or covenant contained in this Agreement); and (iii) Principal may terminate this Agreement by giving written notice to Purchaser Purchasers at any time prior to the Closing: (A) in the event Purchaser has Purchasers have breached any material representation, warranty, or covenant contained in this Agreement in any material respect, Principal have notified Purchaser Purchasers of the breach, and the breach has continued without cure for a period of 2 days after the notice of breach; or (B) if the Closing shall not have occurred on or before April 29, 2020, August 11, 2021, by reason of the failure of any condition precedent under Section 10(b) hereof (unless the failure results primarily from Principal himself breaching any representation, warranty, or covenant contained in this Agreement). (b) Effect of Termination. Upon termination of this Agreement, all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability of a Party that is then in breach. View More
Termination. (a) Termination of Agreement. The Parties may terminate this Agreement as provided below: (i) Purchaser and Principal may terminate this Agreement by mutual written agreement at any time prior to the Closing; 13 (ii) Purchaser may terminate this Agreement by giving written notice to Principal at any time prior to the Closing if: (A) Principal has breached any material representation, warranty, or covenant contained in this Agreement in any material respect and Purchaser has notified Principal of... the breach, and the breach has continued without cure for a period of 2 two (2) days after the notice of breach; or (B) if the Closing shall not have occurred on or before April 29, 2020, September 5, 2018, by reason of the failure of any condition precedent under Section 10(a) hereof (unless the failure results primarily from Purchaser itself breaching any representation, warranty, or covenant contained in this Agreement); and (iii) Principal may terminate this Agreement by giving written notice to Purchaser at any time prior to the Closing: (A) in the event Purchaser has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, Principal have notified Purchaser of the breach, and the breach has continued without cure for a period of 2 two (2) days after the notice of breach; or (B) if the Closing shall not have occurred on or before April 29, 2020, September 5, 2018, by reason of the failure of any condition precedent under Section 10(b) hereof (unless the failure results primarily from Principal himself herself breaching any representation, warranty, or covenant contained in this Agreement). 13 (b) Effect of Termination. Upon termination of this Agreement, all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party, except for any Liability of a Party that is then in breach. View More
