By Xx. Xxxxxxxxxx upon ninety (90) days prior written notice to Immunomedics or its successor, to be effective not later than the second anniversary of a Change in Control of Immunomedics. For purposes of this Agreement, a Change of Control of Immunomedics is defined as:
(i) A merger, consolidation or reorganization approved by the Company’s stockholders, unless securities representing more than fifty percent (50%) of the total and combined voting power of the outstanding voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction; or
(ii) The sale, transfer or other disposition of all or substantially all of the Company’s assets as an entirety or substantially as an entirety, occurring within a 12-month period, and representing, at a minimum, not less than 40 percent of the total gross fair market value of all assets of the Company, to any person, entity, or group of persons acting in consort, other than a sale, transfer or disposition to: (A) a shareholder of the Company in exchange for or with respect to its stock; (B) an entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (C) a person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of the outstanding stock of the Company; or (D) an entity, at least 50 percent of the total value or voting power of which is owned by a person described in (C); or
(iii) Any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (other than the Company or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Company) becomes directly or indirectly the beneficial owner (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after the consummation of such transaction or series of related transactions, whether such ...
By Xx. Xxxxxxxxxx, for Good Reason. For purposes of this Agreement, Good Reason is defined as occurrence of any of the following events or conditions, unless Xx. Xxxxxxxxxx has expressly consented in writing thereto, or except as a result of Xx. Xxxxxxxxxx’x physical or mental incapacity or as described in the last sentence of this subsection (d):
(i) A material reduction in Xx. Xxxxxxxxxx’x Base Salary;
(ii) The material diminution of the Xx. Xxxxxxxxxx’x duties, responsibilities, powers or authorities, including the assignment of any duties and responsibilities inconsistent with his position as Chief Scientific Officer and Chief Patent Officer of Immunomedics; or
(iii) Immunomedics requires that Xx. Xxxxxxxxxx’x principal office location be moved to a location more than 50 miles from his principal office location immediately before the change. Notwithstanding the foregoing, Xx. Xxxxxxxxxx shall not have Good Reason for termination unless he gives written notice of termination for Good Reason within 15 days after the event giving rise to Good Reason occurs and Immunomedics does not correct the action or failure to act that constitutes the grounds for Good Reason, as set forth in Xx. Xxxxxxxxxx’x notice of termination, within 30 days after the date on which he gives written notice of termination and Xx. Xxxxxxxxxx actually resigns from employment upon the expiration of the foregoing cure period. In the event of a cure of such event or condition constituting Good Reason by the Company, such event or condition shall no longer constitute Good Reason.
By Xx. XXXXXXXX. During the first two years of the Initial Period (i.e., determined without regard to an extension of the Initial Period to three years), Xx. Xxxxxxxx may terminate Xx. Xxxxxxxx'x employment upon written notice to Xxxxxxxx only if Xxxxxxxx is in material breach of this Agreement, provided that such termination will become effective only upon the expiration of 30 days following such notice and then only if the breach remains uncured. Such termination shall be deemed a termination by Xxxxxxxx of Xx. Xxxxxxxx'x employment under Section 8(a) for which Xx. Xxxxxxxx shall have the remedy set forth in Section 8(c).
By Xx. Xxx Xxx Xxx and the remaining shares hold by three (3) sons of Xx. Xxx Xxx Xxx, being Xxx Xxx Xxxx (18.33%), Xxx Xxx Xxxx (18.33%) and Xxx Xxx Xxxxxx (18.34%). As such, Xxx Xxxx Metal Sdn. Bhd. is a deemed connected person of the Company pursuant to Rules 14A.21(1)(a) and (b) of the Listing Rules. As advised by Xxx Xxxx Metal Sdn. Bhd., Xxx Xxxx Metal Sdn. Bhd. is engaged in trading of scrap materials. Chye Seng Huat Trading is a sole proprietorship owned by Xx. Xxx Xxxxx Xxxx, who is a cousin of the Sia Brothers. As such, Xx. Xxx Xxxxx Xxxx is a deemed connected person of the Company pursuant to Rule 14A.21(1)(a) of the Listing Rules. As advised by Xxxx Xxxx Xxxx Xxxxxxx, Xxxx Xxxx Huat Trading is engaged in trading of scrap materials. Chye Seng Huat Sdn. Bhd. is a company owned as to 50% by Xx Xxx Soon Xxx being the son of the late Xx. Xxx Xxxx Xxx, being a cousin of the Sia Brothers. The remaining shares hold by Xxx Xxx Xxxx (25%) and Xxx Xxxx Xxx (25%). As such, Chye Seng Huat Sdn. Bhd. is thus a deemed connected person of the Company pursuant to Rules 14A.21(1)(a) and (b) of the Listing Rules. As advised by Chye Seng Huat Sdn. Bhd., Chye Seng Huat Sdn. Bhd. is engaged in trading of scrap materials. Soon Xxx Metal Sdn. Bhd. is a company owned as to 50% by Xx Xxx Soon Xxx being the son of the late Xx. Xxx Xxxx Xxx, being a cousin of the Sia Brothers. The remaining shares hold by Xxx Xxx Xxxx (25%) and Xxx Xxxx Xxx (25%). As such, Soon Xxx Metal Sdn. Bhd. has been treated as a deemed connected person of the Company pursuant to Rules 14A.21(1)(a) and (b) of the Listing Rules. As advised by Xxxx Xxx Metal Sdn. Bhd., Soon Xxx Metal Sdn. Bhd. is engaged in trading of scrap materials.
By Xx. Xxxxxxxx. Except as set forth in the proviso below, for himself and on behalf of his Releasors, Xx. Xxxxxxxx hereby does remise, release and forever discharge, and covenant not to xxx or take any steps to pursue or further any Proceeding (or, except where required by Legal Process, to assist any other person or entity in any Proceeding) against the Company or its successors, predecessors, assigns, subsidiaries, principals, directors, officers, associates and affiliates (the “Company Releasees”), and each of them, from and in respect of any and all Claims, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, which all or any of the Releasors have, had or may have against the Company Releasees, or any of them, of any kind, nature or type whatsoever on the date of this Agreement; provided, however, that the foregoing release shall not release (i) any rights and duties under this Agreement or any claims or causes of action the Releasors may have for the breach or enforcement of any provisions of this Agreement, (ii) any claim of Xx. Xxxxxxxx for fees due and owing for services provided as an employee of the Company prior to the date of this Agreement, or (iii) any claim for indemnification of Xx. Xxxxxxxx payable in accordance with the terms of the Company’s Amended and Restated Bylaws as in effect on the date hereof for acts or omissions of Xx. Xxxxxxxx while an officer of the Company or any claims or Legal Process asserted against Xx. Xxxxxxxx in connection with such acts or omissions.
By Xx. XXXX. During the Initial Period, Xx. Xxxx may terminate his employment upon notice to the Company only if (i) the Company is in material breach of this Agreement, (ii) there shall exist a Post Transaction Reassignment (as subsequently defined), or (iii) Xx. X.X. Carreker is no longer either or both of the Chairman or the Chief Executive Officer of the Company; PROVIDED, HOWEVER, that in the case of clauses (i) and (ii) above, such termination will become effective only upon the expiration of 30 days following such notice and then only if the breach or event, as applicable, remains uncured or unremedied, respectively, as of the effective time of such termination. Such termination shall be deemed a termination by the Company of Xx. Xxxx'x employment under Section 9(a) without cause, for which Xx. Xxxx shall have the remedy set forth in Section 9(c).
By Xx. XXXXXX: 11 Q. So, Xx. Xxxxxxxxx, you submitted testimony in support 12 of National Grid's revenue decoupling proposal; is 13 that correct? 14 A. Yes.
By Xx. XXXXXX: 18 Q. In light of the precedent of this Commission, and in 19 light of the testimony that's been submitted in this 20 proceeding, do you believe that the settlement 21 agreement is in the best interest of the ratepayers? 22 A. To the extent that energy efficiency is in the best 23 interest of the ratepayers, and having a utility that 24 promotes to the full extent energy efficiency is in
By Xx. Xxxx. As between the Parties, Xx.Xxxx is the sole and exclusive owner of all rights, title and interest in and to the Xx.Xxxx IP. Without limiting the generality of the foregoing and subject to the terms and conditions hereunder, Xx.Xxxx grants Vendor a non-exclusive, non- transferable right and license to access the Platform and utilize the Services, during the Term and solely as specified in an Order Form. No other rights are granted to Vendor hereunder other than as expressly set forth herein.
By Xx. Xx. To the best of the Directors’ knowledge, information and belief having made all reasonable inquiry, the Lessee and its ultimate beneficial owner(s) are Independent Third Parties. As at the date of the announcement:
