By UCB if its board of directors determines by a vote of a majority of the members of its entire board, at any time during the ten-day period commencing two days after the Determination Date, if either:
(A) both of the following conditions are satisfied:
(1) the Average Closing Price shall be less than $28.50; and
(2) (i) the quotient obtained by dividing the Average Closing Price by $33.50 (such number being referred to herein as the "SNC Ratio") shall be less than (ii) the quotient obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.15 from the quotient in this clause (A)(2)(ii); or
(B) the Average Closing Price shall be less than $27.00;
By UCB. UCB otherwise may terminate Employee's employment at any time during the Term of Employment and for any reason satisfactory to UCB (and whether or not for "Cause" as defined below). Upon any such termination of Employee's employment by UCB under this Paragraph 8(e) for "Cause", Employee shall have no further rights under this Agreement (including any right to receive Compensation or other benefits for any period after such termination). Upon any such termination of Employee's employment by UCB during the Term of Employment under this Paragraph 8(e) which is not for "Cause," UCB shall continue to pay Compensation to Employee each month through the unexpired portion of the Term of Employment in an amount equal to Employee's base salary (at Employee's base salary rate in effect at the time of such termination) plus an amount equal to the monthly amount available to Employee at the time of such termination for the purchase of benefits under UCB's flexible benefits "cafeteria" plan. However, UCB shall have no obligation or liability to Employee for any other benefits Employee would have if he continued as an employee of UCB.
(i) below, UCB first shall give Employee ten (10) days written notice of the facts or circumstances constituting such Cause for termination, and, if during such period Employee shall cure such Cause to the reasonable satisfaction of UCB, then Employee's employment shall continue; provided however, that, in the event of any reoccurrence or further occurrence of the same Cause, UCB shall have no obligation to give Employee any further or additional notice or opportunity to cure prior to the termination of Employee's employment. No such notice shall be required in the case of termination of Employee's employment for any Cause other than as described above.
By UCB if its board of directors determines by a vote of a majority of the members of its entire board, at any time during the ten-day period commencing two days after the Determination Date, if either:
(A) both of the following conditions are satisfied:
(1) the Average Closing Price shall be less than $28.50; and
(2) (i) the quotient obtained by dividing the Average Closing Price by $33.50 (such number being referred to herein as the "SNC Ratio") shall be less than (ii) the quotient obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.15 from the quotient in this clause (A)(2)(ii); or --
(B) the Average Closing Price shall be less than $27.00; subject, however, to the following four sentences. If UCB refuses to consummate the Merger pursuant to this Section 7.1(h), it shall give prompt written notice thereof to SNC, which notice shall specify which of clauses (A) or (B) is applicable (or if both would be applicable, which clause is being invoked); provided, that such notice of election to terminate may be withdrawn at any time within the aforementioned ten-day period. During the five-day period commencing with its receipt of such notice, SNC shall have the option, in the case of a failure to satisfy the condition in clause (A), to elect to increase the Exchange Ratio to equal the quotient obtained by dividing $32.35 by the Average Closing Price. During such five-day period, SNC shall have the option, in the case of a failure to satisfy the condition in clause (B), to elect to increase the Exchange Ratio to equal the quotient obtained by dividing $30.65
By UCB. (i) if Purchaser shall have breached or failed to perform any of its representations, warranties, covenants or agreements contained in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Sections 7.01 or 7.03 hereof and (B) cannot be cured by Purchaser by the End Date, or if capable of being cured, shall not have commenced to have been cured by the earlier of (1) the 30th day following receipt by Purchaser of written notice of such breach or failure to perform from UCB stating UCB’s intention to terminate this Agreement pursuant to this Section 8.01(d)(i) and the basis for such termination and (2) the End Date; provided, however, that UCB shall not have the right to terminate this Agreement pursuant to this Section 8.01(d)(i) if any of the Seller Parties is then in breach of any representations, warranties, covenants or other agreements hereunder which breach would result in a condition to Closing set forth in Sections 7.01 or 7.02 hereof not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Purchaser of its representations, warranties, covenants and agreements contained in this Agreement); or
(ii) if (A) the Marketing Period has ended, (B) all of the conditions set forth in Sections 7.01 and 7.02 hereof have been satisfied (other than those conditions that (1) by their terms are to be satisfied at the Closing or (2) the failure of which to be satisfied is attributable primarily to a breach by Purchaser of its representations, warranties, covenants or agreements contained in this Agreement that cannot be cured by Purchaser by the End Date, or if capable of being cured, shall not have commenced to have been cured by the earlier of (1) the 30th day following receipt by Purchaser of written notice of such breach or failure to perform from UCB stating UCB’s intention to terminate this Agreement pursuant to this Section 8.01(d)(ii) and the basis for such termination and (2) the End Date), (C) UCB has irrevocably confirmed by notice to Purchaser that all conditions set forth in Section 7.03 have been satisfied or that it is willing to waive any unsatisfied conditions in Section 7.03 hereof and that the Seller Parties stand ready, willing and able to consummate the Acquisition as and when required by Section 2.01 and (D) the Acquisition shall not have been consummat...
By UCB. UCB otherwise may terminate Employee's employment at any time during the Term of Employment and for any reason satisfactory to UCB (and whether or not for "Cause" as defined below). Upon any such termination of Employee's employment by UCB under this Paragraph 7(d) for "Cause", Employee shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after such termination). Upon any such termination of Employee's employment by UCB during the Term of Employment under this Paragraph 7(d) which is not for "Cause," UCB shall continue to pay compensation to Employee each month through the unexpired portion of the Term of Employment in an amount equal to Employee's base
By UCB. UCB otherwise may terminate Employee's employment at any time during the Term of Employment for "Cause" as defined below. Upon any such termination of Employee's employment by UCB under this Paragraph 7(e) for "Cause", Employee shall have no further rights under this Agreement (including any right to receive Compensation or other benefits for any period after such termination).
