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. Regeneron shall promptly collect and return, and cause its Affiliates and sublicensees to collect and return, to Company or, at Company’s request, destroy, all documents containing New Information or Party Information of Company and its Affiliates, and shall immediately cease, and cause its Affiliates and sublicensees to cease, all further use of any New Information related to the Development, Manufacture and Commercialization of Company Products and any Party Information of Company and its Affiliates. In addition, at Company’s request, Regeneron shall collect and transfer to Company any remaining inventory of Company Product Promotional Materials, Company Product sales training materials, Company Product samples and Company Product inventory. Notwithstanding the foregoing, Regeneron may retain copies of any New Information to the extent required by Law, as well as retain one (1) copy of such information solely for legal archive purposes.
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. We are confirming that, subject to your executing and not revoking the release attached as Exhibit A (the "Release") and subject to your compliance with the confidentiality and non- competition covenants of Paragraph 10 of the Employment Agreement, you will be entitled to the following payments under the Employment Agreement within three business days after the expiration of the revocation period for the Release unless otherwise indicated below: 1. Any unpaid base compensation, earned or accrued, through your date of termination. 2. A lump sum cash payment equal to your base compensation payments, at the rate in effect at the time of termination, that would have been paid for a period of six months following termination of your employment, with no reduction for present value. This amount totals $150,000. 3. A lump sum cash payment representing the balance of your annual performance bonus for the Company's fiscal year ended March 31, 1999, in an agreed amount of $20,000. 4. Reimbursement for expenses incurred but not yet reimbursed as of March 23, 1999 as provided in Paragraph 8 of your Employment Agreement. 5. The immediate vesting of all unvested Company stock options held by you, with the rights provided in Paragraph 9(c)(v) of the Employment Agreement and, if a Change in Control Transaction thereafter occurs, Paragraph 9
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. (i) Effective the close of business on January 31, 2002, Employee’s employment with Axsys will terminate. Employee acknowledges and agrees that during his employment by Axsys, he was employed as an “at will” employee. (ii) Axsys will provide the Employee with severance pay and certain other benefits for a period of six (6) months beginning on February 1, 2002 through July 31, 2002. Specifically, Axsys will continue to pay the Employee once every two weeks during the 26-week period (February 1, 2002 through July 31, 2002) an amount determined by dividing his annual base salary immediately prior to his termination by twenty-six (26). During the period February 1, 2002 through July 31, 2002, Axsys will continue at its expense, the medical and dental, and 401 (k) benefits that were being provided on the Employee’s behalf at the time of the termination of his employment. Axsys may withhold from the Severance Payments and all other payments hereunder such amounts as may be required to be withheld under applicable law and any benefits plans in which employee is a participant. (iii) Axsys agrees to pay the Employee a prorated amount of his earned Management Incentive Plan bonus equal to $35,035.00 immediately following the Board of Directors Compensation Committee approval of the 2001 bonus payments. (iv) The Employee may exercise outstanding vested options (as of January 31, 2002) issued pursuant to Axsys Technologies, Inc. Long-Term Incentive Stock Plan through the period ending ninety (90) days from the end of the severance period (through October 31, 2002). (v) The Company will provide the Employee with outplacement services through Drake, Beam & ▇▇▇▇▇’▇ standard executive 3-month package at a total cost to the Company of $5500.00. (b) Employee agrees that this Agreement has been executed knowingly and of Employee’s own free will. Further, Employee acknowledges that he has the right to review this document at least 21 days before executing it. Either Employee or Axsys may revoke and cancel this Agreement at any time within seven (7) days after Employee’s execution of this Agreement by providing written notice to the other party to this Agreement. If either party does so revoke, this Agreement will be void and Axsys will not have any obligations to provide the payments specified in section 1(a) above. If no party revokes this Agreement, then Axsys will commence paying Employee the payments provided above in accordance with Axsys’ payroll practices when and as r...
Termination Arrangements. In consideration for the Executive agreeing to the provisions of clause 9 below, the Employer and Parent agree, without any admission of liability: 4.1 to pay to the Executive the sums of 4.1.1 £ 117,177 in lieu of notice;
Termination Arrangements. The services of N&A can be terminated by the client at any time during the course of an engagement by verbal notice, followed by written confirmation but, regardless of the timing and circumstances of any such termination, N&A will be entitled to: A. All Professional Time Fees and out-of-pocket expenses incurred and due up until the day after notice of termination has become effective, payable within ten days of termination. B. Any applicable Interim Management Performance Fees earned and due during the term of active N&A involvement. C. A minimum Interim Management Performance Fee or a Termination Fee in lieu thereof; payable within ten days of termination, the amount to be established when the assignment commences, and which varies depending upon the size and circumstances of the assignment. For information, no client has ever terminated the services of N&A during the course off Performance Fee engagement.