Termination Due to Removal for Cause Clause Samples

The 'Termination Due to Removal for Cause' clause allows a party to end an agreement if an individual or entity is removed from their position or role due to misconduct or failure to meet specified obligations. Typically, this clause applies in contexts such as employment contracts or service agreements, where a key person’s removal for reasons like gross negligence, breach of duty, or legal violations triggers the right to terminate the contract. Its core function is to protect parties from being bound to an agreement when a critical participant is no longer suitable or permitted to fulfill their responsibilities, thereby mitigating risk and ensuring the integrity of the contractual relationship.
Termination Due to Removal for Cause. If the Optionholder’s status as a Director of the Company terminates by reason of removal for cause, then (a) the Option shall immediately terminate and (b) the Company may require the Optionholder to return to the Company the economic value of any Option Shares purchased hereunder by the Optionholder within the six (6) month period prior to the date of such removal. In such event, the Optionholder hereby agrees to remit to the Company, in cash, an amount equal to the difference between the Fair Market Value of the Option Shares on the date of such removal (or the sales price of such Shares if the Option Shares were sold during such six (6) month period) and the Exercise Price of such Shares, net of any taxes paid by the Optionholder in connection with the vesting, exercise or sale of the Option (or Option Shares). For purposes of this Agreement, “cause” shall be limited to: (i) any material breach of fiduciary duty by the Optionholder, but only if such material breach shall not have been corrected within ten business days of his receipt of written notice from the Company of the occurrence of such material breach; (ii) being convicted of, or pleading guilty or nolo contendere to a felony, misdemeanor (other than, if applicable, minor traffic violations) or crime of moral turpitude; or (iii) the commission by the Optionholder of an act of dishonesty, fraud or embezzlement against the Company. For purposes of this Agreement, the “Fair Market Value” of the Option Shares on a given date (the “Date of Determination”) shall mean shall be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange or if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the National Association of Securities Dealers, Inc. (“NASD”) through the Nasdaq National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board or the residual over-the-counter market, or if the Common Stock is not listed or admitted to trading on any of the foregoing markets, or similar organization, as determined in goo...
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Termination Due to Removal for Cause. If the Optionholder’s status as a Director of the Company terminates by reason of removal for cause, then (a) the Option shall immediately terminate and (b) the Company may require the Optionholder to return to the Company the economic value of any Option Shares purchased hereunder by the Optionholder within the six (6) month period prior to the date of such removal. In such event, the Optionholder hereby agrees to remit to the Company, in cash, an amount equal to the difference between the Fair Market Value (as defined in the Plan) the Option Shares on the date of such removal (or the sales price of such Shares if the Option Shares were sold during such six (6) month period) and the Exercise Price of such Shares, net of any taxes paid by the Optionholder in connection with the vesting, exercise or sale of the Option (or Option Shares). For purposes of this Agreement, “cause” shall be limited to: (i) any material breach of fiduciary duty by the Optionholder, but only if such material breach shall not have been corrected within ten business days of his receipt of written notice from the Company of the occurrence of such material breach; (ii) the Optionholder’s being convicted of, or pleading guilty or nolo contendere to a felony, misdemeanor (other than, if applicable, minor traffic violations) or crime of moral turpitude; or (iii) the commission by the Optionholder of an act of dishonesty, fraud or embezzlement against the Company.
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Related to Termination Due to Removal for Cause

  • Removal for Cause The Administrator will, if any of the following events occurs and is continuing, remove the Owner Trustee and terminate its rights and obligations under this Agreement by notifying the Owner Trustee: (i) the Owner Trustee no longer meets the eligibility requirements in Section 9.1; (ii) the Owner Trustee is legally unable to act as Owner Trustee; or (iii) an Insolvency Event of the Owner Trustee occurs.

  • Iro Removal Termination 1. OC, ▇▇▇▇▇▇, and IRO. If OC and ▇▇▇▇▇▇ terminate its IRO or if the IRO withdraws from the engagement during the term of the IA, OC and ▇▇▇▇▇▇ must submit a notice explaining (a) its reasons for termination of the IRO or (b) the IRO’s reasons for its withdrawal to OIG no later than 30 days after termination or withdrawal. OC and ▇▇▇▇▇▇ must engage a new IRO in accordance with Paragraph A of this Appendix and within 60 days of termination or withdrawal of the IRO.

  • Termination for Cause If Vendor fails to materially perform pursuant to the terms of this Agreement, TIPS shall provide written notice to Vendor specifying the default. If Vendor does not cure such default within thirty (30) days, TIPS may terminate this Agreement, in whole or in part, for cause. If TIPS terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience.

  • Involuntary Termination for Cause If the Employee's employment is terminated for Cause, then the Employee shall not be entitled to receive severance payments. The Employee's benefits will be terminated under the Company's then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination.

  • Termination by Owner for Cause This Agreement may be terminated by Owner (or the Property Manager may be required by Owner to change its personnel assigned as Property Manager for the Property) at any time during the term hereof upon written notice to Property Manager effective immediately for any of the following causes: (a) If Property Manager shall suspend or discontinue business; (b) If a court shall enter a decree or order for relief in respect of Property Manager in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal, state or foreign bankruptcy, insolvency or other similar law, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Property Manager or for any substantial part of its property, or for the winding‑up, dissolution or liquidation of its affairs, and such decree or order shall continue unstayed and in effect for a period of sixty (60) consecutive days or if Property Manager shall consent to any of the foregoing; (c) If Property Manager shall commence a voluntary case or action under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy insolvency or other similar law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Property Manager or for any substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing that it is unable, or fail generally to pay its debts as such debts become due, or take action in furtherance of any of the foregoing; (d) If Property Manager is grossly negligent or engages in willful misconduct with respect to its duties or obligations to Owner under this Agreement; or (e) If Property Manager commits any other material default in the performance of any of its obligations under this Agreement, unless such default is cured with thirty (30) days after written notice of such default is given to Property Manager, or, if not curable within thirty (30) days, commenced within such thirty (30) days and diligently prosecuted to completion.