Termination and Replacement Sample Clauses
The 'Termination and Replacement' clause defines the conditions under which an agreement may be ended and how a replacement arrangement may be established. Typically, this clause outlines the specific events or breaches that can trigger termination, the required notice periods, and the procedures for appointing a successor or substitute party if necessary. Its core function is to provide a clear process for ending the contractual relationship and ensuring continuity or transition, thereby minimizing disruption and uncertainty for the parties involved.
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Termination and Replacement. At the Effective Time, each outstanding option to purchase shares of Caravelle Stock granted under the Caravelle Plan (the "CARAVELLE OPTION PLAN"), and not exercised and comprising a portion of the issued and outstanding Caravelle Stock immediately prior to the Effective Time, whether vested or unvested, shall immediately terminate and, in lieu of those options, Avesta shall grant to each of the holders of those terminated options new options to purchase shares of Avesta Common Stock (the "AVESTA OPTIONS") under the Avesta 1996 Stock Option Plan (the "AVESTA OPTION PLAN"), each with an exercise price equal to $0.22 per share of Avesta Common Stock and a term of ten (10) years measured from the Effective Date. SCHEDULE 1.6 hereto sets forth the total number, as of the date hereof, of the outstanding options under the Caravelle Option Plan, and, with respect to the Avesta Options to be granted pursuant to this Agreement, (i) the number of shares of Avesta Common Stock to be subject to each of the Avesta Options, (ii) the total number of such shares that shall be vested in connection with the Amalgamation (the "COLUMN A SHARES") and (iii) the total number of such shares that shall vest following the Amalgamation, subject to the optionee's continued employment with Avesta (the "COLUMN B SHARES"). The Column A Shares shall be fully-vested at the end of the three (3)-month period following the Effective Date. The Column B Shares shall vest in a series of thirty-six (36) successive equal monthly installments as the optionee completes each month of employment with Avesta over the thirty-six (36)-month period following the Amalgamation. Each such Avesta Option granted pursuant to Section 1.6(a) of this Agreement shall be subject to the provisions of the Avesta Option Plan and to such other terms and conditions, not inconsistent with the Avesta Option Plan set forth as EXHIBIT 1.6(A), provided for each such option in a Stock Option Agreement to be issued to each Caravelle Option Holder as soon as practicable following the Effective Date but in no event later than 20 days following such date.
Termination and Replacement. Subject to the conditions set forth in Section 2 hereof:
(i) The Second Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to the applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement (the "New Credit Agreement") identical in form and substance to the Original Credit Agreement, except as expressly set forth below.
(ii) The heading of the New Credit Agreement shall read as follows: "THIS CREDIT AGREEMENT is entered into as of October 10, 2003, among ▇▇▇▇▇▇▇ & ▇▇▇▇ Financial, Inc. (the "Borrower"), the several financial institutions from time to time party to this Agreement (collectively, the "Lenders" and each individually, a "Lender"), and JPMORGAN CHASE BANK ("JPMorgan"), as administrative agent for the Lenders (herein in such capacity, together with any successors thereto in such capacity, the "Administrative Agent")."
(iii) The New Credit Agreement is hereby amended by deleting all references to the term "The Chase Manhattan Bank" therein and by substituting in lieu thereof the term "JPMorgan Chase Bank".
(iv) The New Credit Agreement is hereby amended by deleting all references to the date "October 12, 2001" therein and by substituting in lieu thereof the date "October 10, 2003".
(v) The New Credit Agreement is hereby amended by deleting all references to the amount "$330,000,000" therein and by substituting in lieu thereof the amount "$300,000,000."
(vi) Section 1.01 of the New Credit Agreement is hereby amended by deleting therefrom the definitions of the following defined terms in their entirety and substituting in lieu thereof the following definitions:
Termination and Replacement. Subject as provided in Clause 7.2, this Agreement shall commence on the date hereof and continue until 12:00 p.m. Central European Time of the date on which all of the Covered Bonds have been redeemed or written off in full and all other payment obligations under the Transaction Documents of the CBC have been fulfilled, provided that the CBC has sent a written notification thereof to the CBC Account Bank.
Termination and Replacement. Subject to the conditions set forth in Section 2 hereof:
(i) The Original Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to the applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement (the “New Credit Agreement”) identical in form and substance to the Original Credit Agreement, except as expressly set forth below.
(ii) The heading of the New Credit Agreement shall read as follows: “THIS CREDIT AGREEMENT dated as of November 19, 2004 among COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, COMMERZBANK AG, NEW YORK and GRAND CAYMAN BRANCHES and SOCIETE GENERALE, as Documentation Agents, BNP PARIBAS, as Syndication Agent, the LENDERS party hereto, BARCLAYS BANK PLC, as Administrative Agent, and ROYAL BANK OF CANADA, as Managing Administrative Agent.”
(iii) The New Credit Agreement is hereby amended by deleting all references to the date “May 12, 2004” therein and by substituting in lieu thereof the date “November 19, 2004”.
(iv) Section 1.01 of the New Credit Agreement is hereby amended by deleting therefrom the definitions of the following defined terms in their entirety and substituting in lieu thereof the following definitions:
Termination and Replacement. The Facility Agent may, if it has reasonable grounds to do so and (unless an Event of Default has occurred and is continuing) has first consulted with the Original Borrower, at any time terminate the appointment of a Consultant if it considers it necessary or appropriate to do so, and shall promptly give notice of any such termination to the Original Borrower. If the Facility Agent terminates the appointment of any Consultant it may appoint as a replacement Consultant any person approved (which approval shall include the identity of the replacement, the terms of appointment and approval of the fees and expenses to be payable to that person) for this purpose by the Original Borrower (which approval may not be unreasonably withheld or delayed or required while an Event of Default is continuing). The terms of any such appointment shall be set out in an appointment letter between such replacement Consultant (or additional consultant as appropriate) and the Original Borrower.
Termination and Replacement. The Facility Agent may, if it has reasonable grounds to do so and (unless an Event of Default has occurred and is continuing) has first consulted with Kosmos, at any time terminate the appointment of a Consultant if it considers it necessary or appropriate to do so, and shall promptly give notice of any such termination to Kosmos. If the Facility Agent terminate the appointment of any Consultant it may appoint as a replacement Consultant any person approved (which approval shall include the identity of the replacement, the terms of appointment and approval of the fees and expenses to be payable to that person) for this purpose by Kosmos (which approval may not be unreasonably withheld or delayed or required while an Event of Default is continuing). The terms of any such appointment shall be set out in an appointment letter between such replacement Consultant (or additional consultant as appropriate) and Kosmos.
Termination and Replacement. The Company shall be entitled by written notice give to the Supplier to require the suspension of deliveries or to cancel the Contract without prejudice to any other rights it may have against the Supplier:
(a) For any breach of or departure from these conditions including failure to comply strictly with a delivery programme but not a minor breach or departure and in such last case if the breach or departure has not been made good in all respects after fourteen days notice in writing to do so has been sent to the Supplier.
(b) If the Supplier becomes bankrupt or goes into liquidation (otherwise than for the purpose or reconstruction or amalgamation) or makes any arrangement or composition with his creditors or has a receiver appointed of any part of its assets or undertaking.
(c) The Company may notwithstanding acceptance require (at its sole discretion) the Supplier to make good by replacement or otherwise any defects in the Products provided that when the Products have been used or fixed such defects are not such that reasonable examination by physical inspection only ought to have revealed them before using or fixing and the Supplier shall indemnify the Company from and against all loss claims demands and liabilities resulting from such defects.
Termination and Replacement. 7.1. The Governing Council may terminate the mandate of a non-central bank member of the MIB if, in the case of that non-central bank member, any of the following occurs: a conflict of interest, a breach of duty, an inability to perform their duties, a breach of the Code of Conduct and/or serious misconduct.
7.2. The mandate of a non-central bank member is considered as terminated when that non-central bank member resigns or its mandate expires without being renewed.
7.3. If a mandate is terminated prior to the end of a 36 months' term, Sections 4.2 and 4.3 shall apply.
1. The non-central bank member of the MIB shall be entitled to the following indemnities:
(a) €2,000 for attendance at a whole-day meeting;
(b) €1,000 for participation in a morning or afternoon meeting;
(c) €1,500 for each day of activities undertaken in preparation for and as follow-up to the relevant meeting, provided that the non-central bank member actually attends the relevant meeting, as well as for the contribution to MIB documentation.
2. The indemnities shall cover all costs and expenses relating to the provision of the services. In addition, the ECB shall pay a lump sum of €500 per outward and return journey to any EU destination and a lump sum of €200 per overnight stay in Frankfurt or any other EU destination for accommodation, subsistence and local transportation expenses. In case of specific circumstances (e.g. a trade fair in Frankfurt am Main, compulsory ad-hoc late booking of a flight, a preference for staying in the same hotel as other MIB members), if the actual travel or accommodation costs exceed the above-mentioned lump sum expenses, the ECB shall reimburse the actual costs incurred upon submission of the original vouchers and invoices, if agreed between the non-central bank member and the ECB in each specific case. Travel time shall not be separately remunerated, reimbursed or covered by a separate indemnity.
3. Apart from indemnities and lump sum reimbursement of expenses, the non-central bank member shall not be entitled to any other remuneration in connection with the provision of the services.
Termination and Replacement. The membership of the individual holding membership on behalf of Canada is automatically terminated if the Government of Canada gives notice to the Secretary of a change in the individual holding or acting in the office referred to in section 3(f) or otherwise authorized by the Government of Canada to be a member of the society on Canada’s behalf. The change in membership takes effect at the time indicated in the notice, or if no time is specified takes effect immediately, the individual becomes a member of the Society without any further steps being required, and the Secretary shall update the membership roll accordingly. Except in unforeseen circumstances, Canada must give the other members of the Society 30 days’ notice of any planned change, and in any event Canada shall give a copy of the notice of change to the other members of the Society without unreasonable delay. The Secretary shall circulate the notice to the other directors without unreasonable delay.
Termination and Replacement. Either OPF-US or ICU Medical may, at any time, provide notice to the other of its desire to replace the current Designated Company Regulatory Resource and, upon such notice, OPF-US and ICU Medical shall work together in good faith to remove the then-current Designated Company Regulatory Resource and, as promptly as reasonable practicable in order to ensure continuity in regulatory oversight and compliance, designate a new individual reasonably acceptable to both OPF-US and ICU Medical to serve as the Designated Company Regulatory Resource.