Bases for Termination Sample Clauses

Bases for Termination. Executive’s employment under this Agreement and the Term shall be terminated immediately on the death of Executive and may be terminated by the Board: (a) at any time after the Permanent Disability of Executive (b) at any time without Cause prior to a Change of Control; (c) at any time without Cause upon a Change of Control; or (d) at any time for “Cause” (as defined in Section 7.8 hereof);

Bases for Termination. (a) Executive's employment hereunder may be terminated at any time by mutual agreement of the parties. (b) This Agreement shall automatically terminate on the last day of the month in which Executive dies or becomes permanently incapacitated. "Permanent incapacity" as used herein shall mean mental or physical incapacity, or both, reasonably determined by the Company's Board of Directors based upon a certification of such incapacity by, in the discretion of the Company's Board of Directors, either Executive's regularly attending physician or a duly licensed physician selected by the Company's Board of Directors, rendering Executive unable to perform substantially all of his duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. Executive shall be deemed to have "become permanently incapacitated" on the date the Company's Board of Directors has determined that Executive is permanently incapacitated and so notifies Executive.

Bases for Termination. (1) Executive's employment may be terminated by the Company "with cause," effective upon delivery of 5 business days of written notice to Executive if any of the following shall occur: (a) any action by Executive which would constitute a willful breach of duty or habitual neglect of duty; (b) any material breach of Executive's obligations as described herein; or (c) any material acts or events which inhibit Executive from fully performing his or her responsibilities to the Company in good faith, such as (i) a felony criminal conviction; (ii) any other criminal conviction involving Executive's lack of honesty or moral turpitude; (iii) drug or alcohol abuse; or (iv) acts of dishonesty, gross carelessness or gross misconduct. (2) This Agreement shall automatically terminate on the last day of the month in which Executive dies or becomes permanently incapacitated. "Permanent incapacity" as used herein shall mean mental or physical incapacity, or both, reasonably determined by the Company's Board of Directors based upon a certification of such incapacity by, in the discretion of the Company's Board of Directors, either Executive's regularly attending physician or a duly licensed physician selected by the Company's Board of Directors, rendering Executive unable to perform substantially all of his or her duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. Executive shall be deemed to have "become permanently incapacitated" on the date the Company's Board of Directors has determined that Executive is permanently incapacitated and so notifies Executive.

Bases for Termination. (a) Executive's employment hereunder may be terminated at any time by mutual agreement of the parties. (b) This Agreement shall automatically terminate on the last day of the month in which Executive dies or becomes permanently incapacitated. "Permanent incapacity" as used herein shall mean mental or physical incapacity, or both, reasonably determined by the Company's Board of Directors based upon a certification of such incapacity by, in the discretion of the Company's Board of Directors, either Executive's regularly attending physician or a duly licensed physician selected by the Company's Board of Directors, rendering Executive unable to perform substantially all of his duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. Executive shall be deemed to have "become permanently incapacitated" on the date the Company's Board of Directors has determined that Executive is permanently incapacitated and so notifies Executive. If Executive's employment under this Agreement is terminated pursuant to this Section 6.1(b), the Company shall (i) make a lump sum cash payment to Executive within 10 days after termination is effective of an amount equal to (1) Executive's Base Salary accrued to the date of termination; (2) unreimbursed expenses accrued to the date of termination; and

Bases for Termination. (a) Executive’s employment hereunder may be terminated at any time by mutual agreement of the parties. (b) This Agreement and Executive’s employment with the Company shall automatically terminate on the date on which Executive dies or becomes permanently incapacitated. “Permanent incapacity” as used herein shall mean mental or physical incapacity, or both, reasonably determined by the Company based upon a certification of such incapacity by, in the sole discretion of the Company, either Executive’s regularly attending physician or a duly licensed physician selected by the Company, rendering Executive unable to perform substantially all of his duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. Executive shall be deemed to have “become permanently incapacitated” on the date 30 days after the Company has determined that Executive is permanently incapacitated and so notifies Executive.

Bases for Termination. (a) Executive's employment hereunder may be terminated at any time by mutual agreement of the parties. (b) Executive's employment hereunder shall automatically terminate on the last day of the month in which Executive dies. If Executive becomes permanently disabled and is unable to perform the essential duties defined in paragraph 4 hereof (the "Duties") with or without accommodation, then Executive's employment hereunder may be terminated. "Permanent disability" as used herein shall mean mental or physical disability or both, evidenced by:

Bases for Termination. Notwithstanding any other provision of this Agreement, the employment relationship created under this Agreement between Company and Executive shall terminate immediately upon the occurrence of any one of the following events: (a) The death of Executive; (b) Executive shall become Permanently Disabled (as defined in Section 9.4); (c) Immediately upon delivery to Executive by Company of written notice of termination for Cause (as defined in Section 9.4); (d) Immediately upon delivery to Executive by Company of written notice of termination without Cause; or (e) Thirty (30) days after delivery to Company by Executive of written notice of Executive’s voluntary and unilateral termination of this Agreement. Notwithstanding any termination of employment, Executive, in consideration of his employment hereunder to the date of such termination and the payment by Company of the compensation payable hereunder, agrees that Executive’s covenants and obligations set forth in Sections 5 through 10 shall remain in effect and be fully enforceable in accordance with the provisions thereunder.

Bases for Termination. This Agreement and the transactions contemplated hereby may be terminated at any time on or prior to the Closing Date: (a) by the mutual written consent of the parties hereto; (b) by Purchaser: (i) if any representation or warranty of Seller made in this Agreement was untrue in any material respect when made or is untrue in any material respect on the Closing Date; (ii) if Seller shall have defaulted in any material respect in the performance of any covenant, agreement or obligation under this Agreement, and such default is not cured within ten days after Seller’s receipt of written notice from Purchaser that such default exists or has occurred; or (iii) if the conditions to Purchaser's obligations to consummate the transaction contemplated hereby are not or cannot be satisfied on or before August 31, 2001 for any reason other than a breach by Purchaser. (c) by Seller: (i) if any representation or warranty of Purchaser made in this Agreement was untrue in any material respect when made or is untrue in any material respect on the Closing Date; (ii) if Purchaser shall have defaulted in any material respect in the performance of any covenant, agreement or obligation under this Agreement, and such default is not cured within ten days after Purchaser’s receipt of written notice from Seller that such default exists or has occurred; or (iii) if the conditions to Seller's obligations to consummate the transactions contemplated hereby are not or cannot be satisfied on or before August 31, 2001 for any reason other than a breach by Seller.

Bases for Termination. This Agreement may be terminated at any --------------------- time prior to the Effective Time by written notice delivered by Fifth Third to CNB Bancshares or by CNB Bancshares to Fifth Third in the following instances: 1. By Fifth Third or CNB Bancshares, if there has been to the extent contemplated in Section VI.B.1. or VI.B.2. or Section VI.C.1. or VI.C.2. herein, as the case may be, a breach of a representation or warranty (subject to the standard in Section I.S.) or a material breach of any covenant on the part of the other party with respect to the representations, warranties, and covenants set forth herein and such breach has not been cured within thirty (30) days after receipt of written notice or is not capable of being cured, provided, the party in breach or default shall have no right to terminate for its own breach or default. For purposes hereof, a breach of Sections IV.A. or IV.B. will be deemed not capable of being cured. 2. By Fifth Third or CNB Bancshares, if the merger transaction contemplated herein has not been consummated by April 1, 2000, provided the terminating party is not in material breach or default of any representations, warranty or covenant contained herein on the date of such termination. 3. By the mutual written consent of Fifth Third and CNB Bancshares. 4. By Fifth Third if any event occurs which renders impossible of satisfaction one or more of the conditions to the obligations of Fifth Third to effect the Merger set forth in Sections VI.A. and VI.B. herein and non-compliance is not waived by Fifth Third. 5. By CNB Bancshares if any event occurs which renders impossible of satisfaction one or more of the conditions of the obligations of CNB Bancshares to effect the Merger as set forth in Sections VI.A. and VI.C. herein and non-compliance is not waived by CNB Bancshares. 6. By Fifth Third if the Board of Directors of CNB Bancshares shall have publicly announced its withdrawal or modification in a manner adverse to Fifth Third of its favorable recommendation of the Merger. 7. By Fifth Third or CNB Bancshares if CNB Bancshares shareholders, acting at a meeting held for the purpose of voting upon the Merger, vote not to approve the Merger in the manner required by law.