Common use of Business Reasons Clause in Contracts

Business Reasons. “Business Reasons” means (i) gross negligence, willful misconduct or other willful malfeasance by Executive in the performance of his duties, (ii) Executive’s conviction of a felony, or an other criminal offense involving moral turpitude, (iii) Executive’s material breach of this Agreement, including without limitation any repeated breach of Section 8 hereof or of any provision of any confidentiality, non-disclosure or non-competition agreements between the Company and Executive, provided that, in the case of any such breach, the Board provides written notice of breach to the Executive, specifically identifying the manner in which the Board believes that Executive has materially breached this Agreement, and Executive shall have the opportunity to cure such breach to the reasonable satisfaction of the Board within thirty (30) days following the delivery of such notice. For purpose of this paragraph, no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The Board must notify Executive of any event constituting Business Reasons within ninety (90) days following the Board’s actual knowledge of its existence (which period shall be extended during the period of any reasonable investigation conducted in good faith by or on behalf of the Board) or such event shall not constitute Business Reasons under this Agreement.

Business Reasons. “Business Reasons” " means (i) gross negligence, willful misconduct or other willful malfeasance by Executive in the performance of his duties, (ii) Executive’s 's conviction of a felony, or an other criminal offense involving moral turpitude, (iii) Executive’s 's material breach of this Agreement, including without limitation any repeated breach of Section 8 hereof or of any provision of any confidentiality, non-disclosure or non-competition agreements between the Company and ExecutiveSections 9 through 12 hereof, provided that, in the case of any such breach, the Board provides written notice of breach to the Executive, specifically identifying the manner in which the Board believes that Executive has materially breached this Agreement, and Executive shall have the opportunity to cure such breach to the reasonable satisfaction of the Board within thirty (30) days following the delivery of such notice. For purpose of this paragraph, no act or failure to act by Executive shall be considered “"willful” " unless done or omitted to be done by Executive in bad faith or without reasonable belief that Executive’s 's action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The Board must notify Executive of any event constituting Business Reasons within ninety (90) days following the Board’s 's actual knowledge of its existence (which period shall be extended during the period of any reasonable investigation conducted in good faith by or on behalf of the Board) or such event shall not constitute Business Reasons under this Agreement.

Business Reasons. “Business Reasons” means (i) gross negligence, willful misconduct or other willful malfeasance by Executive in the performance of his duties, (ii) Executive’s conviction of a felony, or an other criminal offense involving moral turpitude, or (iii) Executive’s material breach of this Agreement, including without limitation any repeated breach of Section 8 hereof or of any provision of any confidentiality, non-disclosure or non-competition agreements between the Company and ExecutiveSections 9 through 12 hereof, provided that, in the case of any such breachclauses (i) or (iii) above, the Board provides written notice of breach such “Business Reason” to the Executive, specifically identifying the manner in circumstance(s) which the Board believes that Executive has materially breached this Agreementconstitute such “Business Reason”, and Executive shall will have the opportunity to cure such breach circumstances to the reasonable satisfaction of the Board within thirty (30) days following the delivery of such notice; provided, further, that at the conclusion of such thirty (30) day cure period, the final determination of the occurrence of “Business Reasons” and/or the effectiveness of any such cure, will be made at a meeting of the Board at which Executive (and, at Executive’s option, his counsel) will have had a right to participate. For purpose of this paragraph, no act or failure to act by Executive shall will be considered “willful” unless done or omitted to be done by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall will be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The Board must notify Executive of any event constituting Business Reasons within ninety (90) days following the Boardany Board member’s (excluding Executive) actual knowledge of its existence (which period shall will be extended during the period of any reasonable investigation conducted in good faith by or on behalf of the Board) or such event shall will not constitute Business Reasons under this Agreement.

Business Reasons. “Business Reasons” means (i) gross negligence, willful misconduct or other willful malfeasance by Executive in the performance of his duties, (ii) Executive’s conviction of, plea of nolo contendere to, or written admission of the commission of, a felony, (iii) any act by the Executive involving fraud or an other criminal offense involving moral turpitudemisrepresentation with respect to his duties for the Company or its affiliates, which has resulted or likely will result in material damage to the Company or its affiliates, (iiiiv) any act by the Executive constituting a failure to follow the directions of the either the CEO or the Board, provided that, the Board provides written notice of such failure to the Executive and the failure continues for fifteen (15) days after the Executive’s receipt of such notice, or (v) Executive’s material breach of this Agreement, including without limitation any repeated breach of Section Sections 8 hereof or of any provision of any confidentiality, non-disclosure or non-competition agreements between the Company and Executivethrough 11 hereof, provided that, in the case of any such breachbreach or such behavior covered by subclause (i), and the affirmative vote of not less than two-thirds of the entire membership of the Board to take such action following a meeting in which the Executive and his counsel are provided an opportunity to be heard by the Board on this issue, the Board provides written notice of such breach or action to the Executive, specifically identifying the manner in which the Board believes that Executive has materially breached this AgreementAgreement or acted in accordance with subclause (i), and Executive shall have the opportunity to cure such breach or action to the reasonable satisfaction of the Board within thirty (30) days following the delivery of such notice, unless such breach or action is incapable of cure. For purpose of this paragraph, no act or failure to act by Executive shall be considered “willful” unless done if such act or omitted failure to be done by Executive act was in bad good faith or without and with the reasonable belief that Executive’s action the act or omission was in the best interests of the Company or its affiliates. Any actCompany, or failure to act, based upon authority given pursuant to a resolution duly adopted by occurred at the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The Board must notify Executive of any event constituting Business Reasons within ninety (90) days following the Board’s actual knowledge of its existence (which period shall be extended during the period of any reasonable investigation conducted in good faith by or on behalf direction of the Board) or such event shall not constitute Business Reasons under this Agreement.

Business Reasons. “Business Reasons” " means (i) gross negligence, willful misconduct or other willful malfeasance by Executive in the performance of his duties, (ii) Executive’s 's conviction of a felony, or an any other criminal offense involving moral turpitude, (iii) Executive’s 's material breach of this Agreement, including without limitation any repeated breach of Section Sections 8 hereof or of any provision of any confidentiality, non-disclosure or non-competition agreements between the Company and Executivethrough 11 hereof, provided that, in the case of any such breach, the Board provides written notice of breach to the Executive, specifically identifying the manner in which the Board believes that Executive has materially breached this Agreement, and Executive shall have the opportunity to cure such breach to the reasonable satisfaction of the Board within thirty (30) days following the delivery of such notice. For purpose purposes of this paragraph, no act or failure to act by Executive shall be considered “"willful” " unless done or omitted to be done by Executive in bad faith or without reasonable belief that Executive’s 's action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The Board must notify Executive of any event constituting Business Reasons within ninety (90) days following the Board’s 's actual knowledge of its existence (which period shall be extended during the period of any reasonable investigation conducted in good faith by or on behalf of the Board) or such event shall not constitute Business Reasons under this Agreement.

Business Reasons. “Business Reasons” means (i) gross negligence, negligence or willful misconduct or other willful malfeasance by Executive in the performance of his duties, (ii) Executive’s conviction of a felony, or an other criminal offense involving moral turpitude, or (iii) Executive’s material breach of this Agreement, including without limitation any repeated breach of Section 8 hereof or of any provision of any confidentiality, non-disclosure or non-competition agreements between the Company and ExecutiveSections 9 through 12 hereof, provided that, in the case of any such breachclauses (i) or (iii) above, the Board provides written notice of breach such “Business Reason” to the Executive, specifically identifying the manner in circumstance(s) which the Board believes that Executive has materially breached this Agreementconstitute such “Business Reason”, and Executive shall will have the opportunity to cure such breach circumstances to the reasonable satisfaction of the Board within thirty (30) days following the delivery of such notice; provided, further, that at the conclusion of such thirty (30) day cure period, the final determination of the occurrence of “Business Reasons” and/or the effectiveness of any such cure, will be made at a meeting of the Board at which Executive (and, at Executive’s option, his counsel) will have had a right to participate. For purpose of this paragraph, no act or failure to act by Executive shall will be considered “willful” unless done or omitted to be done by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall will be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The Board must notify Executive of any event constituting Business Reasons within ninety (90) days following the Boardany Board member’s (excluding Executive) actual knowledge of its existence (which period shall will be extended during the period of any reasonable investigation conducted in good faith by or on behalf of the Board) or such event shall will not constitute Business Reasons under this Agreement.

Business Reasons. “Business Reasons” " means (i) gross negligence, willful misconduct or other willful malfeasance by Executive in the performance of his her duties, (ii) Executive’s 's conviction of a felony, or an any other criminal offense involving moral turpitude, (iii) Executive’s 's material breach of this Agreement, including without limitation any repeated breach of Section Sections 8 hereof or of any provision of any confidentiality, non-disclosure or non-competition agreements between the Company and Executivethrough 11 hereof, provided that, in the case of any such breach, the Board provides written notice of breach to the Executive, specifically identifying the manner in which the Board believes that Executive has materially breached this Agreement, and Executive shall have the opportunity to cure such breach to the reasonable satisfaction of the Board within thirty (30) days following the delivery of such notice. For purpose purposes of this paragraph, no act or failure to act by Executive shall be considered “"willful” " unless done or omitted to be done by Executive in bad faith or without reasonable belief that Executive’s 's action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The Board must notify Executive of any event constituting Business Reasons within ninety (90) days following the Board’s 's actual knowledge of its existence (which period shall be extended during the period of any reasonable investigation conducted in good faith by or on behalf of the Board) or such event shall not constitute Business Reasons under this Agreement.

Business Reasons. “Business Reasons” " means (i) gross negligence, willful misconduct or other willful malfeasance by Executive in the performance of his her duties, (ii) Executive’s 's conviction of a felony, or an other criminal offense involving moral turpitude, (iii) Executive’s 's material breach of this Agreement, including without limitation any repeated breach of Section Sections 8 hereof or of any provision of any confidentiality, non-disclosure or non-competition agreements between the Company and Executivethrough 11 hereof, provided that, in the case of any such breach, the Board provides written notice of breach to the Executive, specifically identifying the manner in which the Board believes that Executive has materially breached this Agreement, and Executive shall have the opportunity to cure such breach to the reasonable satisfaction of the Board within thirty (30) days following the delivery of such notice. For purpose of this paragraph, no act or failure to act by Executive shall be considered “"willful” " unless done or omitted to be done by Executive in bad faith or without reasonable belief that Executive’s 's action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The Board must notify Executive of any event constituting Business Reasons within ninety (90) days following the Board’s 's actual knowledge of its existence (which period shall be extended during the period of any reasonable investigation conducted in good faith by or on behalf of the Board) or such event shall not constitute Business Reasons under this Agreement.

Business Reasons. “Business Reasons” " means (i) gross negligence, willful misconduct or other willful malfeasance by Executive in the performance of his duties, (ii) Executive’s 's conviction of a felony, or an other criminal offense involving moral turpitude, or (iii) Executive’s 's material breach of this Agreement, including without limitation any repeated breach of Section 8 hereof or of any provision of any confidentiality, non-disclosure or non-competition agreements between the Company and ExecutiveSections 9 through 12 hereof, provided that, in the case of any such breach, the Board provides written notice of breach to the Executive, specifically identifying the manner in which the Board believes that Executive has materially breached this Agreement, and Executive shall have the opportunity to cure such breach to the reasonable satisfaction of the Board within thirty (30) days following the delivery of such notice. For purpose of this paragraph, no act or failure to act by Executive shall be considered “"willful” " unless done or omitted to be done by Executive in bad faith or without reasonable belief that Executive’s 's action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The Board must notify Executive of any event constituting Business Reasons within ninety (90) days following the Board’s any Board member's (excluding Executive) actual knowledge of its existence (which period shall be extended during the period of any reasonable investigation conducted in good faith by or on behalf of the Board) or such event shall not constitute Business Reasons under this Agreement.