Termination and Resignation Sample Clauses

Termination and Resignation. Your membership on the Company’s Board may be terminated for any or no reason at a meeting called expressly for that purpose by a vote of the stockholders holding more than fifty percent (50%) of the shares of the Company’s issued and outstanding shares entitled to vote. You may also terminate your membership on the Board for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon its acceptance by the Board, provided, however, that if the Board has not acted on such written notice within ten days from its date of delivery, then your Resignation shall upon the tenth day be deemed accepted by the Board. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any cash compensation (or equivalent value in shares of the Company’s common stock) that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation; provided that the Company’s obligation to pay you Shares in accordance with Section 4.1 above and Director’s Fee in accordance with Section 4.2 above for the first year in which you have agreed to serve as a director shall be prorated where necessary.

Termination and Resignation a. This Agreement shall terminate when (i) the Escrow Agent or its successor or assign receives written notification of termination from the Company including final disposition instructions signed by the Company, and (ii) there occurs the actual final disposition of the monies held in escrow hereunder as provide in this Agreement. The rights and obligations of the Escrow Agent shall survive the termination of this Agreement. b. The Escrow Agent may resign at any time and be discharged from its duties as Escrow Agent hereunder by giving the Company not fewer than thirty (30) days prior written notice thereof. As soon as practicable after its resignation, the Escrow Agent shall turn over to a successor escrow agent appointed by the Company all monies held hereunder upon presentation of the document from the Company appointing a successor escrow agent and its acceptance of appointment. If no successor has been appointed by the Company, the Escrow Agent may designate its successor by written notice to the Company so long as any such successor is a bank or trust company. Upon the designation of a successor escrow agent and the delivery to a resigning escrow agent of the document appointing such successor escrow agent and its acceptance of appointment, the resigning escrow agent shall be released from any and all liabilities arising thereafter except as provided in Sections 2(a)(1) and (5) of this Agreement. If no successor escrow agent is appointed by the Company within the thirty (30) day period following such notice of resignation, the Escrow Agent reserves the right to forward the matter and all monies and other property held by the Escrow Agent pursuant to this Agreement to a court of competent jurisdiction at the expense of the Company. c. The Company may discharge the Escrow Agent and appoint a successor escrow agent hereunder at any time by giving the Escrow Agent no fewer than thirty (30) days prior written notice thereof. As soon as practicable after its discharge, the Escrow Agent shall turn over to the successor escrow agent appointed by the Company all monies held hereunder upon presentation of the document from the Company appointing such successor escrow agent and its acceptance of appointment. Upon the designation of a successor escrow agent, the delivery of the document appointing a successor escrow agent and the delivery of all monies held hereunder to such successor escrow agent pursuant to the immediately preceding sentence, the discharged es...

Termination and Resignation. The Company shall have the right to terminate the Executive's employment hereunder at any time and for any reason, and upon any such termination the Executive shall be entitled to receive from the Company prompt payment of the amount determined pursuant to the applicable subparagraph of Paragraph 7 below. The Executive shall have the right to terminate his employment hereunder at any time by resignation, and he shall thereupon be entitled to receive from the Company prompt payment of the amount determined pursuant to the applicable subparagraph of Paragraph 7 below.

Termination and Resignation. Your membership on the Board may be terminated for any or no reason by a vote of the stockholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership on the Board or on a Board committee may be terminated for any or no reason by a majority of the Board at any time, if you have been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company's obligations to pay you any compensation (including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.

Termination and Resignation. With respect to any Lessee except for German OpCo, upon such Lessee (the “Resigning Lessee”) delivering irrevocable written notice to the Lessor, the Servicer and the German Security Trustee that such Resigning Lessee desires to resign its role as a Lessee hereunder (such notice, substantially in the form attached as Exhibit A hereto, a “Lessee Resignation Notice”), such Resigning Lessee shall immediately cease to be a Lessee hereunder, and, upon such occurrence, event or condition, the Lessor, the Servicer, the German Security Trustee and the other Lessees hereby (subject to discharge by the Resigning Lessee of its obligations pursuant to this Clause 26) release, waive, remise, acquit and discharge such Resigning Lessee and such Resigning Lessee’s directors, officers, employees, managers, shareholders and members of and from any and all claims, expenses, damages, costs and liabilities arising or accruing in relation to such Resigning Lessee on or after the delivery of such Lessee Resignation Notice to the Lessor, the Servicer and the German Security Trustee (the time of such delivery, the “Lessee Resignation Notice Effective Date”); provided that, as a condition to such release and discharge, the Resigning Lessee shall pay to the Lessor all payments due and payable with respect to each Lease Vehicle leased by Resigning Lessee hereunder, including without limitation any payment listed under Sub-Clause 4.7.1 and 4.7.2 (Payments), as applicable to each such Lease Vehicle, as of the Lessee Resignation Notice Effective Date; provided further that, the Resigning Lessee shall return or reallocate all Lease Vehicles at the direction of the Servicer in accordance with Sub-Clause 2.4 (Return); provided further that, with respect to any Resigning Lessee, such Resigning Lessee shall not be released or otherwise relieved under this Clause 26 (Lessee Termination and Resignation) from any claim, expense, damage, cost or liability arising or accruing prior to the Lessee Resignation Notice Effective Date with respect to such Resigning Lessee.

Termination and Resignation a. Your employment is terminable at will and may be terminated with or without cause and effective immediately upon written notice to your address on BearingPoint’s records. (i) Upon termination by BearingPoint and subject to the terms and conditions of this Agreement, you will be entitled to: (1) all earned and unpaid base salary through your termination date, and (2) any earned and unused personal days (“Personal Days Payment”). (ii) If you are terminated without cause, BearingPoint will pay you an additional amount of severance pay (“Severance Pay”) in an amount equal to the difference, if any, between (1) three months’ pay at your then-current base salary and (2) your earned and unused Personal Days Payment; provided, however, that the payment of such Severance Pay is contingent upon your timely execution and delivery to BearingPoint of a Separation and Release Agreement (a “Release”). The Release shall be on the form designated for such purpose by BearingPoint and shall constitute your binding unilateral release of all claims that you may have against BearingPoint, any of its officers, employees, subsidiaries or the officers and employees of a subsidiary arising from or associated with your employment. In order to be effective, the Release must be signed by you and returned to BearingPoint no earlier than the date of the termination of your employment with BearingPoint and no later than the thirtieth day following such termination of employment. At any time during the seven-day period following the date on which BearingPoint receives your Release (the “Revocation Period”), you may revoke the Release by delivering a written notice of revocation to BearingPoint. If you do not revoke your Release during the Revocation Period, the Release will become irrevocable upon the expiration of the Revocation Period. (iii) Your Severance Payment will be made within a period of months equal to the total number of months’ pay to which you are entitled as Severance Pay, but, in any event, no later than March 15 of the year following your termination of employment. (iv) All of the payments in this Section 8(a) shall be reduced by any required and authorized withholding, deductions or other offsets authorized by this Agreement. b. You may voluntarily terminate your employment with BearingPoint upon 3 months’ prior written notice directed to the BearingPoint People Department. You hereby agree that this notice is required in order to permit an orderly and responsible tra...

Termination and Resignation. If: (a) you resign; (b) your employment is terminated for Cause (as defined herein); (c) your employment hereunder terminates by your death or permanent disability (as defined herein); or (d) the Company terminates your employment without Cause, but you do not sign (or you revoke) the Release, you will receive no additional payments or benefits from the Company other than your accrued but unpaid base salary, earned and Board approved bonus payments and accrued but unused paid time off as of the date of the termination of your employment with the Company.

Termination and Resignation. Your membership on the Company’s Board may be terminated: a. by failure of being re-elected as a director at the annual shareholders’ meeting; b. for any or no reason at a meeting called expressly and duly constituted in accordance with the Company’s Amended and Restated Articles of Association for the purpose of termination by (i) a simple majority of votes of shareholders that are entitled to vote in person or by proxy, or (ii) approval in writing by all of the shareholders entitled to vote in one or more instruments, each signed by one or more of the shareholders; c. for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon its acceptance by the Board, provided, however, that if the Board has not acted on such written notice within two months from its date of delivery, then your Resignation shall be deemed to be accepted by the Board; or d. for good cause, which shall mean any one or more of the following as determined in the reasonable discretion of the Company: (1) a continuing material breach or material default by you of the terms of this Agreement, except for any such breach or default which is caused by physical disability as determined by a neutral physician; (2) gross negligence, willful misconduct or continuing failure to perform your Duties; and (3) the commission by you of an act of fraud, embezzlement or any felony or other crime of dishonesty in connection with your Duties or which would materially and adversely affect the business reputation of the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate, subject to the Company’s obligations to pay you any cash compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Except in the event of termination for good cause, the Company’s obligation to pay you cash compensation in accordance with Section 4.1 above for the first year in which you have agreed to serve as a director shall not be changed or adjusted, without regard to the period that you serve as a Director.

Termination and Resignation. Except in the case of probationary employees, either party may terminate employment at any time by giving the other party the required period of notice specified below. The employer, may solely at its discretion, instead of providing the specified notice, choose to make payment in lieu of notice. If employees fail to give the required notice, the employee forfeits the entitlement to any monies owing equal to the amount of notice not given. Nothing in this Agreement affects the employers right to dismiss an employee without notice for serious misconduct and if so dismissed, the employee shall only be entitled to be paid for the time worked up to the time of dismissal and any Annual Leave entitlements accrued to such time. If an employee is on probation they shall be entitled to one day’s notice of termination. The notice of termination period for fulltime employees shall be: