By Xx Sample Clauses
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 the Company only if the Company 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 the Company 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, 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 upon the Listing 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. Xxxx Xxxx Xxxx Xxxxxxx 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, Chye Seng 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. Sia Brothers are executive Directors and controlling shareholders of the Company. As the counterparty to the 2022 Long Hin Master Purchase Agreement, being Long Hin, the counterparty to the 2022 Xxx Xxxx Master Purchase Agreement, being Xxx Xxxx and Xxx Xxxx Metal Sdn. Bhd., and the counterparty to the 2022 Chye Seng Huat Trading Master Purchase Agreement, being Chye Seng Huat Trading, Chye Seng Huat Sdn. Bhd. and Soon Xxx Metal Sdn. Bhd., are connected with each other, the transactions contemplated under the 2022 Long Hin Master Purchase Agreement, the 2022 Xxx Xxxx Master Purchase Agreement and the 2022 Chye Seng Huat Trading Master Purchase Agreement are aggregated pursuant to Rules 14A.81 and 14A.82 of the Listing Rules. As the counterparties to the 2022 Master P...
By Xx. Xxx Xxx Xxx and the remaining shares held by three (3) sons of Xx. Xxx Xxx Xxx
By Xx. XXXXXXXX: 8 Q. But you would agree with me that the mortgage crisis 9 and the subprime lending crisis is a major contributor 10 to Detroit's financial crisis, would you not? 11 XX. XXXXXXXX: Objection to form, 12 foundation. 13 A. Xx. Xxxxxxxx, I don't know if it was or wasn't. 14 BY XX. XXXXXXXX: 15 Q. You don't know if it was or it wasn't? 16 A. No. I've -- I've heard reports that there was 17 disproportionate mortgage foreclosures and so on and 18 so forth, but I've made no conclusion as to whether or 19 not that was a major contributor to Detroit's 20 financial crisis. 21 Q. I've got you. Well, let me -- let me run this -- 22 (Whereupon Xxxxxxx Xxxxxxxx and Xxxxxxx 23 Xxxxxxx left the Deposition at 3:47 p.
By Xx. XXXXXX. During the Initial or any Renewal Period, Xx. Xxxxxx may terminate his employment upon thirty (30) days written notice to the Company if he has "Good Reason" (as defined herein) or if the Company is in material breach of this Agreement; provided, however, that such material breach shall permit such termination only if the Company shall have been provided at least 30 days' prior notice and opportunity to cure such material breach. A failure by the Company to pay to Xx. Xxxxxx any undisputed amounts due under this Agreement in accordance with the terms hereof shall be deemed a material breach. Any such termination for Good Reason or material breach shall be deemed a termination by the Company of Xx. Xxxxxx'x employment under Section 9(b) without cause, for which Xx. Xxxxxx shall have the remedy set forth in Section 9(c). As used herein, "Good Reason" means the occurrence, without Xx. Xxxxxx'x prior consent, of any of the following: (i) the assignment to Xx. Xxxxxx of any duties inconsistent in any material respect with an EVP or higher position; or (ii) the Company's or any subsidiary's requiring Xx. Xxxxxx to perform services at any location outside the Dallas, Texas metropolitan area, other than reasonable business travel contemplated by Section 2 hereof.
By Xx. Xxxxxx. In consideration and satisfaction of this Agreement, Xx. Xxxxxx and her heirs, executors, administrators, successors, and assigns hereby willingly and knowingly remise, waive, release, and discharge the Company, any parent, related or affiliated entities, its predecessors and successors, and its present and past employees, board members, agents, heirs, successors, and assigns in both their individual and official capacities (collectively, the “Company Releasees”), of and from any and all manner of actions, causes of actions, suits, debts, dues, accounts, bonds, covenants, contracts, agreements (except for this enforcement of this Agreement), judgments, claims, and demands whatsoever in law or equity that Xx. Xxxxxx has or may have against the Company Releasees, including any claims that were or could have been brought up to and including the date of the execution of this Agreement, with the exception of any claims relating to any action taken by the Company Releasees that results in an increase in any tax liability of Xx. Xxxxxx for 2025 or any previous year beyond the tax liabilities about which Xx. Xxxxxx was informed by the Company as of the date Xx. Xxxxxx executed this Agreement.
By Xx. Xxx Xx Xxx and Xx. Xxx Xx respectively, each a substantial shareholder of the Company, the Assignor is therefore a connected person of the Company pursuant to Chapter 14A of the Listing Rules. As the applicable percentage ratios for the Contribution are less than 25% and the total consideration is less than HK$10 million, by virtue of Rule 14A.76(2)(b) of the Listing Rules, the Contribution is subject to the reporting and announcement requirements only and is exempt from the circular, independent financial advice and shareholders’ approval requirements.