Death or Disability; Successors Sample Clauses

Death or Disability; Successors. In the event of the ------------------------------- death or permanent disability of the Indemnification Representative, or his resignation as the Indemnification Representative, a successor Indemnification Representative shall be elected by a majority vote of the Holders, with each Holder to be given a vote equal to his or her percentage interest as set forth in Exhibit A hereto. The Holders shall cause to be delivered to Parent and the Escrow Agent prompt written notice of such election of a successor Indemnification Representative. Each successor Indemnification Representative shall have all of the power, authority, rights, and privileges conferred by this Agreement upon the original Indemnification Representative, and the term, "Indemnification Representative" as used herein shall be deemed to include any ------------------------------- successor Indemnification Representative. Until notified in writing by the Indemnification Representative that he has resigned, the Escrow Agent shall be entitled to act upon the directions, instructions and notices of the Indemnification Representative named above and, thereafter, upon the directions, instructions and notices of any successor named in a writing executed by a majority-in-interest of the Holders filed with the Escrow Agent.
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Death or Disability; Successors. In the event of the death or permanent disability of the Indemnification Representative, or his resignation as the Indemnification Representative, a successor Indemnification Representative shall be elected by a majority vote of the Holders, with each Holder to be given a vote equal to his proportionate share of the Escrow Shares. The Holders shall cause to be delivered to Parent and the Escrow Agent prompt written notice of such election of a successor Indemnification Representative. Each successor Indemnification Representative shall have all of the power, authority, rights, and privileges conferred by this Agreement upon the original Indemnification Representative, and the term, "INDEMNIFICATION REPRESENTATIVE" as used herein shall be deemed to include any successor Indemnification Representative.
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Death or Disability; Successors. In the event of the death or permanent disability of the Indemnification Representative, or his resignation as the Indemnification Representative, a successor Indemnification Representative shall be elected by a majority vote of the Holders, with each Holder to be given a vote equal to his proportionate share of the Escrow Fund. The Holders shall cause to be delivered to Buyer and the Escrow Agent prompt written notice of such election of a successor Indemnification Representative. Each successor Indemnification Representative shall have all of the power, authority, rights, and privileges conferred by this Agreement upon the original Indemnification Representative, and the term, "INDEMNIFICATION REPRESENTATIVE" as used herein shall be deemed to include any successor Indemnification Representative.
Sample 1
Death or Disability; Successors. In the event of the death or permanent disability of a member of the Sellers’ Committee, or any resignation of a member of the Sellers’ Committee, a successor member of the Sellers’ Committee shall be elected by a majority vote of the Sellers, with each Seller to be given a vote equal to his proportionate share of the Escrow Funds. The Sellers shall cause to be delivered to the Buyer and the Escrow Agent prompt written notice of such election of a successor member of the Sellers’ Committee. Each successor Sellers’ Committee so composed shall have all of the power, authority, rights, and privileges conferred by this Agreement upon the original Sellers’ Committee, and the term, “Sellers’ Committee” as used herein shall be deemed to include any such successor Sellers’ Committee.
Sample 1
Death or Disability; Successors. In the event of the death or permanent disability of the Indemnification Representative, or his resignation a the Indemnification Representative, Barrx Xxxxx xxxll serve as the Indemnification Representative. If Mr. Xxxxx xx unwilling or unable to serve, then a successor Indemnification Representative shall be elected by a majority vote of the Holders, with each Holder to be given a vote equal to his proportionate share of the Escrow Shares. The Holders shall cause to be delivered to Delano and the Custodian prompt written notice of such election of a successor Indemnification Representative. Each successor Indemnification Representative shall have all of the power, authority, rights, and privileges conferred by this Agreement upon the original Indemnification Representative, and the term, "INDEMNIFICATION REPRESENTATIVE" as used herein shall be deemed to include any successor Indemnification Representative.
Sample 1
Death or Disability; Successors. In the event of the death or permanent disability of the Stockholders’ Representative, or any resignation of the Stockholders’ Representative, a successor Stockholders’ Representative shall be elected by a majority vote of the Company Stockholders, with each Company Stockholder to be given a vote based upon the number of shares of Company Common held by such Company Stockholder immediately prior to the Effective Time. The Company Stockholders shall cause to be delivered to Parent prompt written notice of such election of a successor member of the Stockholders’ Representative. Each successor Stockholders’ Representative so composed shall have all of the power, authority, rights, and privileges conferred by the Merger Agreement and this Agreement upon the original Stockholders’ Representative, and the term, “Stockholders’ Representative” as used herein shall be deemed to include any such successor Stockholders’ Representative.
Sample 1
Death or Disability; Successors. In the event of the death or permanent disability of the Indemnification Representative, or his resignation as the Indemnification Representative, a successor Indemnification Representative shall be elected by a majority vote of the Holders, with each Holder to be given a vote equal to his proportionate share of the Escrow Shares. The Holders shall cause to be delivered to Parent and the Escrow Agent prompt written notice of such election of a successor Indemnification Representative. Each successor Indemnification Representative shall have all of the power, authority, rights, and privileges conferred by this Escrow Agreement upon the original Indemnification Representative, and the term, "Indemnification Representative" as used herein shall be deemed to include any successor Indemnification Representative.
Sample 1
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Death or Disability; Successors. In the event of the death or ------------------------------- permanent disability of the Stockholder Representative, or his resignation as the Stockholder Representative, a successor Stockholder Representative shall be elected by a majority vote of the Holders, with each Holder to be given a vote equal to his proportionate share of the Indemnification Escrow Shares and Goals Escrow Shares determined on a Pro Rata Basis. The Holders shall cause to be delivered to Parent and the Escrow Agent prompt written notice of such election of a successor Stockholder Representative. Each successor Stockholder Representative shall have all of the power, authority, rights, and privileges conferred by this Agreement upon the original Stockholder Representative, and the term, "Stockholder Representative" as used herein shall -------------------------- be deemed to include any successor Stockholder Representative. Until notified in writing by the Stockholder Representative that he has resigned, the Escrow Agent may act upon the directions, instructions and notices of the Stockholder Representative named above and, thereafter, upon the directions, instructions and notices of any successor named in a writing executed by a majority-in- interest of the Holders filed with the Escrow Agent.
Sample 1

Related to Death or Disability; Successors

  • Death or Disability The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

  • By Death or Disability Executive’s employment and this Agreement shall terminate upon Executive’s Disability or death. For purposes of this Agreement, “Disability” shall mean Executive's inability, due to physical or mental incapacity, to perform the essential functions of Executive's job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement. The Company shall give Executive written notice of termination for Disability and the termination shall be effective as of the date specified in such notice.

  • Death or Permanent Disability If Grantee shall die or become permanently disabled while employed by the Company or one of its affiliates, this Option shall expire one (1) year after the date of such death or permanent disability. During such period after death, Grantee's legal representative or representatives, or the person or persons entitled to do so under Grantee's last will and testament or under applicable interstate laws, shall have the right to exercise this Option as to only the number of shares to which Grantee was entitled to purchase on the date of his/her death.

  • Death or Disability of Executive Executive's employment -------------------------------- hereunder shall terminate immediately upon the death or Disability of Executive.

  • Retirement, Death or Disability If the Executive’s employment terminates during the Term of this Agreement due to his death, a disability that results in his collection of any long-term disability benefits, or retirement at or after age 62, the Executive (or the beneficiaries of his estate) shall be entitled to receive the compensation and benefits that the Executive would otherwise have become entitled to receive pursuant to subsection (d) hereof upon a resignation without Good Reason.

  • TERMINATION UPON RETIREMENT, DISABILITY OR DEATH Termination by the Bank of the Executive based on "

  • Termination Due to Death or Permanent Disability If the Employment Period shall be terminated due to death or Permanent Disability of the Executive, the Executive (or his estate or legal representative) shall be entitled solely to the following: (i) Base Salary through the Date of Termination; and (ii) medical benefits as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder. In addition, promptly following any such termination, the Executive (or his estate or legal representative) shall be reimbursed for all Reimbursable Expenses incurred by the Executive prior to such termination.

  • Termination by Death or Disability In the event of the Executive’s death or total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during the Term, the Term and Executive’s employment shall terminate on the date of death or total disability. In the event of such termination, the Company’s sole obligations hereunder to the Executive (or the Executive’s estate) shall be for unpaid Base Salary, accrued but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata bonus for the year of termination based on the Executive’s target bonus for such year and the portion of such year in which the Executive was employed, and reimbursement of expenses pursuant to the terms hereon through the effective date of termination, each of which shall be paid within 10 days following the date of the Executive’s termination, and any unvested portion of any Equity Grants shall immediately be forfeited as of the termination date without any further action of the Parties.

  • Death or Total Disability In the event of the death of the Executive during the Term, this Agreement shall terminate as of the date of the Executive's death. In the event of the Total Disability (as that term is defined below) of the Executive for sixty (60) days in the aggregate during any consecutive nine (9) month period during the Term, the Company shall have the right to terminate this Agreement by giving the Executive thirty (30) days' prior written notice thereof, and upon the expiration of such thirty (30) day period, the Executive's employment under this Agreement shall terminate. If the Executive shall resume his duties within thirty (30) days after receipt of such a notice of termination and continue to perform such duties for four (4) consecutive weeks thereafter, this Agreement shall continue in full force and effect, without any reduction in Base Salary and other benefits, and the notice of termination shall be considered null and void and of no effect. Upon termination of this Agreement under this Paragraph 7(a), the Company shall have no further obligations or liabilities under this Agreement, except to pay to the Executive's estate or the Executive, as the case may be, (i) the portion, if any, that remains unpaid of the Base Salary for the Year in which termination occurred, but in no event less than six (6) months' Base Salary; and (ii) the amount of any expenses reimbursable in accordance with Paragraph 4 above, and any automobile allowance due under Paragraph 5 above; and (iii) any amounts due under any Company benefit, welfare or pension plan. Except as otherwise provided by their terms, any stock options not vested at the time of the termination of this Agreement under this Paragraph 7(a) shall immediately become fully vested.

  • Termination Upon Death or Permanent Disability This Agreement shall be automatically terminated on the death of Executive or on the permanent disability of Executive if Executive is no longer able to perform in all material respects the usual and customary duties of Executive’s employment hereunder. For purposes hereof, any condition which in reasonable likelihood is expected to impair Executive’s ability to materially perform Executive’s duties hereunder for a period of three months or more shall be considered to be permanent.

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