Termination Arrangements Clause Samples
Termination Arrangements. If, prior to the last date of the Engagement Period, as defined in the Company’s Letter of Intent with the Representative (the last date of the Engagement Period being December 31, 2020), the Company (i) does not complete the Offering and enters into discussions regarding a letter of intent or similar agreement with a third party broker-dealer or any other person without the written consent of the Representative, and/or (ii) effects a private and/or public offering of the Ordinary Shares with another broker-dealer or any other person without referring them to the Representative and confirmation on the offering terms without the written permission of the Representative, the Company shall be liable to the Representative for reimbursement of the out-of-pocket accountable expenses actually incurred by the Representative and $150,000; provided, however, that such fees shall be subject to FINRA Rule 5110(f)(2); and provided further that such fees shall not apply if and to the extent the Representative has advised the Company of the Representative’s inability or unwillingness to proceed with the Offering; and provided further that (a) the Company has a right of termination for cause, which includes that the Company may terminate the engagement of the Representative upon the Representative’s material failure to provide the underwriting services contemplated in the Letter of Intent; (b) the Company’s exercise of the right of termination for cause will eliminate any obligations with respect to the payment of any termination fee; (c) the amount of any termination fee will be reasonable in relation to the underwriting services contemplated in the Letter of Intent, such termination fee not applying for termination for cause; and (d) the Company will not be responsible for paying any termination fee unless a private and/or public offering of the Ordinary Shares with another broker-dealer or any other person without the written consent of the Representative is consummated prior to the last date of the Engagement Period, as mentioned above.
Termination Arrangements. The rights and obligations set forth in this Schedule 5 shall apply only to the extent of the applicable termination of this Agreement, and accordingly such rights and obligations shall apply only with respect to the applicable Terminated Licensed Product(s) as to which this Agreement has been terminated.
Termination Arrangements. On termination for any reason, an Employee will be paid for any accrued but untaken annual leave to which the Employee had become entitled.
Termination Arrangements. In the event of the appointment of the Managers being terminated by the Owner or the Managers, the management fee payable to the Managers shall continue to be payable for a further period of three calendar months.
Termination Arrangements. Subject to your continuing compliance with your Service Agreement (save as amended by this Agreement) and the terms of this Agreement:
2.1 We will pay to you salary accrued to the Termination Date in the usual way. Except as set out in this Agreement, you agree that no further bonus and/or commission is due and/or payable to you.
2.2 You will receive a payment in respect of any outstanding accrued holiday at the Termination Date, less statutory deductions for income tax and national insurance.
Termination Arrangements. Withholding, suspending and repayment of ▇▇▇▇▇
12.1 The Council's intention is that the Grant will be paid to the Recipient in full. However, without prejudice to the Council's other rights and remedies, the Council may at its discretion terminate this Agreement with immediate effect by giving written notice to the Recipient or withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant if:
(a) the Recipient uses the Grant for purposes other than those for which they have been awarded;
(b) the delivery of the Project does not start within 3 months of the Commencement Date and the Recipient has failed to provide the Council with a reasonable explanation for the delay;
(c) the Council reasonably considers that the Recipient has not made satisfactory progress with the delivery of the Project;
(d) the Recipient is, in the reasonable opinion of the Council, delivering the Project in a negligent manner;
(e) the Recipient obtains duplicate funding from a third party for the Project;
(f) the Recipient obtains funding from a third party which, in the reasonable opinion of the Council, undertakes activities that are likely to bring the reputation of the Project or the Council into disrepute;
(g) the Recipient provides the Council with any materially misleading or inaccurate information;
(h) the Recipient commits or committed a Prohibited Act;
(i) any member of the governing body, employee or volunteer of the Recipient has (a) acted dishonestly or negligently at any time and directly or indirectly to the detriment of the Project or
Termination Arrangements. After receipt of a notice of termination, and except as otherwise directed, the recipient shall:
1. Stop work under the Memorandum of Understanding on the date and to the extent specified in the notice of termination.
2. Place no further orders or contracts for materials, services or facilities except as may be necessary for completion of such portion of work under the Memorandum of Understanding as is not terminated.
3. Terminate all outstanding orders and contracts to the extent that they relate to the performance of work that was terminated.
4. Prepare all necessary reports and documents required under the terms of the Memorandum of Understanding up to the date of termination, including the final report due upon completion of the Memorandum of Understanding, if any, without reimbursement for services rendered in completing said reports beyond termination date if said reports are not completed prior to termination date.
5. Take any other actions as directed in writing by the department.
6. Immediately return all unexpended funds to the department.
Termination Arrangements. After receipt of a notice of termination and except as otherwise directed by ▇▇▇▇▇▇▇, FIU shall:
1. Stop work under the Agreement on the date, and to the extent specified in the notice of termination.
2. Place no further orders or Agreements for materials, services, or facilities, except as may be necessary for completion of such portion of work under the Agreement as is not terminated.
3. Terminate all orders and Agreements to the extent that they relate to the performance of work which was terminated.
4. Handle all Sponsor property as directed by ▇▇▇▇▇▇▇.
5. Prepare all necessary reports and documents required under the terms of the Agreement up to the date of termination. Regardless of reasons for the termination, Sponsor shall compensate FIU for actual costs incurred up to the time of termination including for all non-cancelable commitments entered into by FIU in furtherance of this Agreement up to the effective date of the termination.
Termination Arrangements. Effective with the closing of the Merger your service as a director of Mykrolis will terminate. In the event that the Merger does not close you will continue as a director of Mykrolis without interruption. Upon the effectiveness of your termination of service, all options to purchase shares of Mykrolis common stock awarded to you shall immediately vest. You shall have a period equal to the lesser of: (i) five (5) years following the date of your resignation or (ii) the original expiration date of the option, to exercise all options that you hold. In addition the 2005 annual equity award of an option covering 8,000 Mykrolis shares shall vest in its entirety upon the effectiveness of your resignation. In addition, in recognition of your service as a director of Mykrolis, the Board of Directors will grant you a discretionary option to purchase 21,688 shares of Mykrolis Common Stock; this option shall: (i) be effective immediately before the termination of your service as a director upon the consummation of the Merger, (ii) be at a price equal to the last closing price of the Corporation’s Common Stock on the New York Stock Exchange on the date immediately preceding the consummation of the Merger, (iii) vest in a single increment effective with the termination of your service as a director upon the consummation of the Merger, and (iv) be exercisable for a period of five (5) years following the termination of your service as a director of this Corporation. All options to acquire Mykrolis Common Stock held by you shall be converted to options to acquire the common stock of post Merger Entegris, Inc. in the same manner as other outstanding Mykrolis options.
Termination Arrangements. 10.1 In the event of the termination of the tenancy, the Tenant shall return to the Council any property (keys, etc.) made available to him during the Tenancy and shall leave the plot in a clean and tidy condition. If in the opinion of the Council the plot has not been left in a satisfactory condition, any work carried out by the Council to return the plot to a satisfactory condition shall be charged to the Tenant (section 4 Allotments Act 1950).