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. 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, 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. 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 Medical 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. 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. 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. Xxxxxxxxxx upon ninety (90) days prior written notice to Immunomedics or its successor, following 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 combined voting power of the outstanding voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, 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 to any person, entity or group of persons acting in consort, other than a sale, transfer or disposition to an entity of at least fifty percent (50%) of the combined voting power of the voting securities of which is owned by the Company or by stockholders of the Company in substantially the same proportion as their ownership of the Company immediately prior to such transaction; (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 Rule13d-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 transaction involves a direct issuance from the Company or the acquisition of outstanding securities held by one or more of the Company’s stockholders; or (iv) A change in the composition of the Board over a period of thirty-six (36) consecutive months or less, whereby, a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised...

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:

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. XXXXXXXX: 21 Q. And you haven't looked into that issue independently? 22 A. No, I've not looked into it independently. 23