Acceleration Due to Death, Disability, Termination With and Without Cause, and Voluntary Resignation Sample Clauses

Acceleration Due to Death, Disability, Termination With and Without Cause, and Voluntary Resignation. Notwithstanding the foregoing, (a) in the event of death, disability or Termination Without Cause of any of the Stayers, then the exercise period of Peter's Put and Salim’s Put and BPar's Peter’s Call and BPar's Salim’s Call and the BPar's Management Team Call and the Management Team Put, for the stake held by the dead, incapacitated or terminated, shall be accelerated to an exercise period starting on the date of death, determination of disability or Termination Without Cause and ending six (6) months thereafter, and the purchase price shall be seven point two (7.2) multiplied by the EBITDA of Buyer and PGS and its subsidiaries for the four (4) full calendar quarters immediately preceding the date of the accelerated notice multiplied by the percentage of ownership held by the dead, incapacitated or terminated, as the case may be, in the Remaining Interest; (b) in the event of Termination With Cause or voluntary resignation of one or more than one of the Stayers, the exercise period of applicable BPar’s call option for the percentage of ownership held by the terminated With Cause or the voluntary resignor, in the Remaining Interest, shall be accelerated to an exercise period starting on the date of Termination With Cause or voluntary resignation and ending six (6) months thereafter; and the purchase price shall be six (6) multiplied by the EBITDA of Buyer and PGS and its subsidiaries for the four (4) full calendar quarters immediately preceding the date of the date of notice multiplied by the percentage of ownership held by the terminated With Cause or the voluntary resignor in the Remaining Interest. The Stayers and BPar hereby understand and agree this multiple of six (6) incorporates by agreement an agreed to penalty of one point two (1.2) less than the otherwise applicable seven point two (7.2) multiple provided for purchase/sale of quotas under the terms of this Agreement. The closing of the transactions contemplated in this Section 7.7 shall take place as soon as practicable, and no later than ninety (90) days from the issuance of the relevant notice, and the payment shall be made in cash, in immediately available funds, without any deduction or retention of whatsoever nature, except as provided in Section 7.10, and subject to the Post-Indemnity Escrow Deduction, defined in Section 9.6.1, simultaneously with the transfer of title to the Remaining Interest.
Sample 1
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Related to Acceleration Due to Death, Disability, Termination With and Without Cause, and Voluntary Resignation

  • Termination for Cause, or Termination Upon Death, Disability or Resignation from the Company Without Good Reason If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), pursuant to Section 3(a)(iii) for Cause, or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company without Good Reason, then Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).

  • Involuntary Termination Without Cause and Voluntary Termination with Good Reason With written notice to the Executive at least thirty (30) days in advance, the Bank may terminate the Executive’s employment without Cause. Termination shall take effect at the end of the notice period. With advance written notice to the Bank as provided in clause (y), the Executive may terminate employment for Good Reason. If the Executive’s employment terminates involuntarily without Cause or voluntarily but with Good Reason, the Executive shall be entitled to the benefits specified in Article 4 of this Agreement. For purposes of this Agreement, a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions stated in both clauses (x) and (y) of this Section 3.4 are satisfied:

  • Termination Due to Death or Disability Executive’s employment shall terminate automatically upon Executive’s death. The Company may terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or in the event that Executive’s employment is terminated due to Executive’s Disability, Executive or Executive’s estate or Executive’s beneficiaries, as the case may be, shall be entitled to:

  • Termination for Cause; Resignation Without Good Reason; Death or Disability (i) The Company may terminate Executive’s employment with the Company at any time for Cause. Further, Executive may resign at any time without Good Reason. Executive’s employment with the Company may also be terminated due to Executive’s death or disability.

  • Termination on Death or Disability Upon a termination of employment due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Executive (or, if applicable, his estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) shall be entitled to receive:

  • Termination by Death or Disability In the event of the Executive’s death or total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during the Term, the Term and Executive’s employment shall terminate on the date of death or total disability. In the event of such termination, the Company’s sole obligations hereunder to the Executive (or the Executive’s estate) shall be for unpaid Base Salary, accrued but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata bonus for the year of termination based on the Executive’s target bonus for such year and the portion of such year in which the Executive was employed, and reimbursement of expenses pursuant to the terms hereon through the effective date of termination, each of which shall be paid within 10 days following the date of the Executive’s termination, and any unvested portion of any Equity Grants shall immediately be forfeited as of the termination date without any further action of the Parties.

  • Termination Without Cause by Company The Company may terminate this Agreement at any time during the Term without “Cause” upon 5 days written notice to Employee.

  • Termination of Service Due to Death or Disability If an Awardee’s service on the Board terminates by reason of death or Disability, the restrictions and risk of forfeiture with respect to the Restricted Stock which have not expired shall immediately lapse and all shares of the Restricted Stock shall be deemed fully vested and nonforfeitable.

  • Termination Due to Death or Permanent Disability If the Employment Period shall be terminated due to death or Permanent Disability of the Executive, the Executive (or his estate or legal representative) shall be entitled solely to the following: (i) Base Salary through the Date of Termination; and (ii) medical benefits as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder. In addition, promptly following any such termination, the Executive (or his estate or legal representative) shall be reimbursed for all Reimbursable Expenses incurred by the Executive prior to such termination.

  • Involuntary Termination Without Cause In the event of the Participant’s involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof.

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