Constructive Termination Without Cause. In the event that: (i) a Constructive Termination Without Cause occurs and (ii) Section 8(F) (change in control) does not apply, then the Executive shall have the same entitlements as provided under Section 8(D) for a termination by the Company without Cause.
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of President and Chief Executive Officer of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within fifty (50) miles of the Company's current location; (iii) the liquidation, dissolution, consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than a transaction in which a successor corporation with a net worth substantially the same as or greater than that of the Company assumes this Agreement and all obligations and undertakings of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v) a Change of Control as hereinafter defined; (vi) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive's responsibilities to and position with the Company; (vii) the notification by the Company of the Company's intention not to observe or perform one or more of the obligations of the Company under this Agreement; (viii) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by Section 6 of this Agreement; (xi) the occurrence of any other material breach of this Agreement by the Company or any of its subsidiaries; or (x) the delivery of notice by the Company in accordance with Section 1.1 hereof that it desires to terminate this Agreement. Any such termination shall be made by written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination shall be effective sixty (60) days after the date the Company has been given such written notice setting forth the grounds for such termination wi...
Constructive Termination Without Cause. Constructive Termination Without Cause" shall mean a termination of Executive's employment initiated by Executive not later than 12 months following the occurrence (not including any time during which an arbitration proceeding referenced below is pending), without Executive's prior written consent, of one or more of the following events (or the latest to occur in a series of events), and effected after giving the Company not less than 10 working days' written notice of the specific act or acts relied upon and right to cure:
Constructive Termination Without Cause. “Constructive Termination Without Cause” shall mean: Notwithstanding any other provision of this Agreement, the Executive’s employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the written consent of the Executive: (i) a reduction in the Executive’s fixed salary; (ii) the failure of the Company to continue to provide the Executive with office space, related facilities and secretarial assistance that are commensurate with the Executive’s responsibilities to and position with the Company; (iii) the notification by the Company of the Company’s intention not to observe or perform one or more of the obligations of the Company under this Agreement; or (iv) the failure by the Company to indemnify, pay or reimburse the Executive at the time and under the circumstances required by this Agreement. Any such termination pursuant to this Section shall be made by the Executive providing written notice to the Company specifying the event relied upon for such termination and given within sixty (60) days after such event. Any constructive termination pursuant to this Section shall be effective sixty (60) days after the date the Executive has given the Company such written notice setting forth the grounds for such termination with specificity; provided, however, that the Executive shall not be entitled to terminate this Agreement in respect of any of the grounds set forth above if within sixty (60) days after such notice the action constituting such ground for termination has been cured and is no longer continuing.
Constructive Termination Without Cause. In case of Constructive Termination without Cause, the Consultant shall be entitled to (i) payment of any due but unpaid portion of the Base Fee through the date of such termination and (ii) a pro rata number of the total shares issuable pursuant to §8.3 above based upon the percentage of the Initial Term served prior to the date of such termination.
Constructive Termination Without Cause. In the event: --------------------------------------
Constructive Termination Without Cause. (a) Constructive Termination Without Cause shall mean a termination of the Executive's employment at his initiative following the occurrence, without the Executive's written consent, of one or more of the following events:
Constructive Termination Without Cause. (a) Resignation by Xxxxx for good reason (“Constructive Termination without Cause”) shall mean a termination of Xxxxx’x employment at his initiative following the occurrence, without Xxxxx’x written consent, of (i) a material diminution in Xxxxx’x duties, responsibilities, authority or status, or a failure of Xxxxx to have a position reporting directly to the CEO, (ii) a reduction in any amount of Xxxxx’x Base Salary, or Increased Base Salary, as applicable, (iii) the assignment to Xxxxx of duties or responsibilities which are materially inconsistent with the duties, responsibilities, authority, or status of his position as defined in Section 1.2 above or which materially impair Xxxxx’x ability to function in his then current position, or (iv) a failure of the Company to comply with any of the material terms of this Agreement, provided that (other than in the case of those actions or omissions set forth in clause (ii) above) the Company shall have been given reasonably detailed notice that such an event constituting cause for termination has occurred and shall have been given at least 30 days opportunity to take remedial action but shall have failed or refused to do so.
Constructive Termination Without Cause. (a) Resignation by Executive for good reason ("Constructive Termination Without Cause") shall mean a termination of Executive's employment at his initiative following the occurrence, without Executive's written consent, of (i) a material diminution in Executive's duties, responsibilities, authority, or status, or a failure of Executive to have a position reporting directly to the Board, (ii) a reduction in any amount of Executive's Base Salary, (iii) the assignment to Executive of duties or obligations which are materially inconsistent with the duties, responsibilities, authority, or status of his position as defined in Section 1.2 above or which materially impair Executive's ability to function in his then current position, or (iv) a failure of the Company to comply with any of the material terms of this Agreement.
Constructive Termination Without Cause. Notwithstanding any other provision of this Agreement, the Executive's employment under this Agreement may be terminated during the Term by the Executive, which shall be deemed to be constructive termination by the Company without Cause, if one of the following events shall occur without the consent of the Executive: (i) a failure to elect or reelect or to appoint or reappoint the Executive to the office of President and Chief Executive Officer of the Company or other material change by the Company of the Executive's functions, duties or responsibilities which change would reduce the ranking or level, dignity, responsibility, importance or scope of the Executive's position with the Company from the position and attributes thereof described in Section 1 above; (ii) the assignment or reassignment by the Company of the Executive to a location not within 20 miles of the Company's current location; (iii) the liquidation, dissolution consolidation or merger of the Company, or transfer of all or substantially all of its assets, other than (a) a consolidation or merger in which the Company is the sole surviving entity or
