Termination and Related Matters Sample Clauses

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Termination and Related Matters. Within thirty (30) days after an officer of Customer certifies in writing to Fidelity that Customer has complied with the requirements for return of Fidelity data following termination as set forth in the General Terms and payment by Customer of all amounts due under this Agreement, Fidelity will (i) assign Customer's domain name to another Internet service provider designated in writing by Customer; and (ii) provide a notice at Customer's former website location for a thirty (30) day period of the new location of Customer's home page on the Internet.
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Termination and Related Matters. 2.1 The Employee’s employment with the Company will terminate on the Termination Date by reason of redundancy on the terms and subject to the conditions set out in this Agreement and without further obligation on the part of the Company, save as expressly provided for in this Agreement. 2.2 During the period from the date of this agreement up to the Termination Date, the Employee’s existing responsibilities shall continue in accordance with her current terms of employment. In addition, the Employee shall conduct such additional duties as required to implement the strategic goals of the Company, including but not limited to: (a) supporting the operational aspects of the proposed headcount reductions and restructuring of the business and the orderly disposition of certain partnerships (including by conducting redundancy consultations with impacted employees); (b) liaising with the Company, other parts of the business and professional advisors as instructed by the Company; (c) continuing to act in the best interest of the Company; and (d) other specific duties as reasonably instructed from time to time. ​ ​ ​ 2.3 The Employee shall be eligible to receive a discretionary bonus of €110,071.20 gross, subject to the successful achievement of agreed goals and strictly conditional on the Employee remaining in employment until the Termination Date. The achievement by the Employee of the agreed goals shall be at the sole discretion of the Company (which must be exercised reasonably). 2.4 On the Termination Date, the Employee shall sign an updated waiver in the terms of clause 3 of this Agreement. 2.5 Subject to strict compliance by the Employee with her obligations hereunder (and in particular clause 2.2), the Employee shall receive: (a) a statutory redundancy payment in the amount of €7,620.00 gross; (b) an ex gratia termination payment from the Company based on her service with the Company in the amount of €254,010.60 gross; (c) an additional payment in the amount of €338,298.20 gross in recognition (and strictly conditional on) her performing the additional requirements set out at Paragraph 2 of these terms and strictly conditional on the Employee remaining in employment until the Termination Date; (d) to the extent applicable, a gross lump sum payment in lieu of any accrued but untaken annual leave, with the payments at 2.5(b) and 2.5(c) being referred to as the “Termination Payments”. 2.6 The treatment of the Employee’s outstanding equity awards to acquire ordin...
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Termination and Related Matters 
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Related to Termination and Related Matters

  • Compensation and Related Matters During the Term of the Executive’s employment, as compensation and consideration for the performance by the Executive of the Executive’s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Indemnification and Related Matters Section 8.01

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Capitalization and Related Matters (a) The Company has an authorized capital consisting of 230,000,000,000 shares of Common Stock and 25,000,000 shares in total of Series A-2 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series C Preferred Stock and collectively with the Series E Preferred Stock, “Preferred Stock”, of which 13,489,918,237 shares of Common Stock and 3,000 shares of Preferred Stock are issued and outstanding as of the date hereof (after giving effect to the transactions contemplated hereby) as set forth on Schedule 3.2(a) hereto. All of the outstanding shares of the Company’s capital stock are, and immediately after the Closing will be, validly issued and outstanding, fully paid and non-assessable. No such stock (i) was issued in violation of the preemptive rights of any shareholder or (ii) is held as treasury stock. All of the outstanding capital stock of the Company was issued in compliance with all applicable federal and state securities or “blue sky” laws and regulations. (b) Except as set forth on Schedule 3.2(b) hereto, there are no outstanding securities convertible into Common Stock or any other capital stock of the Company nor any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, such capital stock or securities convertible into such capital stock (collectively, “Securities Rights”). Except as set forth on Schedule 3.2 hereto the Company (i) is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its capital stock; or (ii) has no liability for dividends or other distributions declared or accrued, but unpaid, with respect to any capital stock. (c) Except as set forth on Schedule 3.2(c) hereto, the Company is not a party to any agreement, understanding or arrangement, direct or indirect, relating to any class or series of the Company’s capital stock, including, without limitation, any voting agreement, restriction on resale, shareholder agreement or registration rights agreement.