Upon Termination by the Sample Clauses

Upon Termination by the. COMPANY OR RESIGNATION BY THE EXECUTIVE, FOLLOWING A CHANGE IN CONTROL OF THE COMPANY. If Executive's employment is terminated by the Company following a Change in Control of the Company, or resignation from the Company by the Executive within the first ninety (90) days following a Change in Control, the Company shall: (a) pay Executive the Accrued Base Salary; (b) pay Executive the Accrued Vacation Payment; (c) reimburse Executive the Accrued Reimbursable Expenses; (d) provide Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay Executive any Incentive Bonus or other bonus with respect to a prior fiscal quarter which has accrued but has not been paid; (f) in the event of a Change in Control of the Company, Executive shall be entitled to receive payment representing 4 years of salary and bonus, calculated at the minimum level, with an agreed minimum payment of at least one million dollars ($1,000,000); (g) maintain in full force and effect, for Executive's and his eligible beneficiaries continued benefit, all of the General Benefits, for a period of 24 months following the termination date of his employment under this Agreement, except to the extent that, as to any such General Benefit, Executive receives the substantial equivalent of such General Benefit as a result of his employment with another employer after his termination date. If Executive's continued participation in any General Benefit is not permitted under the terms of the plan, program or arrangement under which the General Benefit was provided to the Executive by the Company, the Company shall arrange to provide Executive with the General Benefit substantially similar to the General Benefit which Executive would have been entitled to receive under such plan, program or arrangement; and (h) Executive shall have the right to exercise all unexercised stock options and warrants outstanding at the termination date in accordance with the terms of the plans and agreements pursuant to which such options and warrants were issued, including the provisions of Section 2.3(c).
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Upon Termination by the. Company Without Cause or by the Executive for Good Reason Following a Change of Control. If, following a Change of Control, the Executives employment is terminated by the Company or by the Executive for Good Reason, the Company shall: (a) pay the Executive the Annual Base salary; (b) pay the Executive the Accrued Reimbursable Expenses; (c) pay the Executive the Accrued Benefits, including that described in Section 5.3(g), above; (d) pay the Executive the Accrued Bonus; (e) pay the Executive a lump sum payment on or prior to the thirtieth (30th) day following the Date of Termination in an amount equal to the lessor of (i) 2.99 times the sum of (x) the Executive's Base Salary in effect immediately prior to the time such termination occurs; and (y) the Lump Sum Bonus Payment, and (ii) an amount, the present value of which shall not exceed 2.99 times the Executive's "base amount," as such term is defined in Section 28OG of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder; and (f) accelerate the vesting of a unexercised and unexpired stock options granted to the Executive and allow the Executive the right to exercise in full, within twelve (12) months from the Date of Termination, any such outstanding options in accordance with the terms (except the vesting terms with respect to accelerated options) of the plans and/or agreements pursuant to which such options were issued.
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Upon Termination by the. Company Without Cause or by the Executive for Good Reason. If the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason the Company shall: (a) pay the Executive the Accrued Based Salary; (b) pay the Executive the Accrued Reimbursable Expenses; (c) pay the Executive the Accrued Benefits; (d) pay the Executive the Accrued Bonus; (e) pay the Executive his Base Salary, as and when the same would have been paid to the Executive pursuant to Section 3.1 had the termination not occurred, until the expiration of a period equal to the earlier of (i) one (1) year or (ii) the Initial Term; (f) pay the Executive on or prior to the thirtieth (30th) day following the Date of Termination a lump sum payment equal to the average of all annual performance bonuses paid to the Executive for the three (3) fiscal years immediately preceding the fiscal year in which the termination occurs (or if less than three (3), the average of the two (2) and if less than two (2), the amount of his single Annual Bonus) ("Lump Sum Bonus Payment"); (g) maintain in full force and effect, for the continued benefit of the Executive and his eligible beneficiaries, until the first to occur of (i) his attainment of comparable benefits upon alternative employment or (ii) twelve (12) months following the termination date, the employee benefits pursuant to Company-sponsored benefit plans, programs or other arrangements in which the Executive was entitled to participate immediately prior to such (h) allow the Executive the right to exercise in full all unvested stock options granted to him in accordance with the terms of the Stock Option Plan (except the vesting terms with respect to the accelerated options) referred to in the Letter of Intent dated October 10, 1995, as amended among Catt▇▇▇▇▇ ▇▇▇tners Corporation, Oak Investment Partners and Paul ▇. ▇▇▇▇▇▇▇; ▇▇d (i) grant the Executive the Right of First Refusal.
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Upon Termination by the. Company for Cause or Performance Reasons, or by reason of
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Related to Upon Termination by the

  • Termination by the HSP (a) The HSP may terminate this Agreement at any time, for any reason, upon giving 6 months’ Notice (or such shorter period as may be agreed by the HSP and the Funder) to the Funder provided that the Notice is accompanied by: satisfactory evidence that the HSP has taken all necessary actions to authorize the termination of this Agreement; and a Transition Plan, acceptable to the Funder, that indicates how the needs of the HSP’s clients will be met following the termination and how the transition of the clients to new service providers will be effected within the six-month Notice period. (b) In the event that the HSP fails to provide an acceptable Transition Plan, the Funder may reduce Funding payable to the HSP prior to termination of this Agreement to compensate the Funder for transition costs.

  • Termination by ▇▇▇▇▇ Subject to Section 5.2, the CAISO may terminate this Agreement by giving written notice of termination in the event that the Participating Load commits any material default under this Agreement and/or the CAISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given, to the Participating Load, written notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO’s notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders.

  • Termination by ▇▇▇▇▇▇ This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by Parent: (a) if the Company breaches any of its representations or warranties, or fails to perform any of its covenants or agreements contained in this Agreement, and which breach or failure (i) would give rise to the failure of a condition set forth in paragraph (d), (e) or (f) of Annex I and (ii) by its nature cannot be cured or has not been cured by the Company by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after the Company’s receipt of written notice of such breach from Parent, but only so long as neither Parent nor Merger Sub are then in material breach of their respective representations or warranties or materially failing to perform their respective covenants or agreements contained in this Agreement in a manner that would allow the Company to terminate this Agreement under Section 7.4(b); or (b) (i) upon prior written notice to the Company if the Company Board (acting upon the recommendation of the Special Committee), the Special Committee or any other duly authorized committee of disinterested members of the Company Board shall have effected an Adverse Recommendation Change (provided that, any written notice, including pursuant to Section 5.3(d), of the Company’s intention to make an Adverse Recommendation Change in advance of making an Adverse Recommendation Change shall not result in Parent having any termination rights pursuant to this Section 7.3(b)(i) unless such written notice otherwise constitutes an Adverse Recommendation Change); provided, however, that Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.3(b)(i) unless the notice of termination pursuant to this Section 7.3(b)(i) is delivered by Parent to the Company within five (5) Business Days following the occurrence of the event giving rise to Parent’s right to terminate this Agreement pursuant to this Section 7.3(b)(i), (ii) if the Company shall have materially breached any of its obligations under Section 5.3, (iii) if the Company shall have failed, within ten (10) Business Days of a tender or exchange offer that constitutes a Takeover Proposal relating to securities of the Company having been commenced, to publicly recommend against such tender or exchange offer or (iv) if the Company shall have failed to publicly reaffirm its recommendation of the Offer and the Merger within ten (10) Business Days after a request to do so by Parent following the date any Takeover Proposal or any material modification thereto is first commenced, publicly announced, distributed or disseminated to the Company’s stockholders (provided that Parent may only make such request once with respect to each Takeover Proposal and each material modification thereto).

  • Termination by ▇▇▇▇▇▇▇ If Grantee seeks to terminate this Contract, Grantee shall give System Agency no less than sixty (60) calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted.