Deemed Terminations Sample Clauses

Deemed Terminations. Notwithstanding the provisions of Paragraph 4.2, if the “liquidation” of the Company results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) Subparagraphs 4.2(a) and (b) shall not apply, (ii) the Company shall be deemed to have contributed its assets to a new partnership in exchange for an interest therein, and immediately thereafter, distributing interests therein to the purchasing party and the non-transferring Members in proportion to their interests in the Company in liquidation thereof, (iii) the new partnership shall continue pursuant to the terms of the Agreement and this Exhibit.
Sample 1Sample 2Sample 3See All (13)
AutoNDA by SimpleDocs
Deemed Terminations. Notwithstanding the provisions of Section 4.2, if the "liquidation" of the tax partnership results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) subparagraphs (a) and (b) of Section 4.2 shall not apply, (ii) the tax partnership shall be deemed to have contributed its assets to a new tax partnership and then to have distributed interests in the new tax partnership to the parties, (iii) the parties shall be deemed to have received interests in the new tax partnership equivalent to the interests held by them in the tax partnership deemed terminated, and (iv) the new tax partnership shall continue pursuant to the terms of the Agreement and this Exhibit.
Sample 1Sample 2See All (6)
Deemed Terminations. (In Absence of Any Extraordinary Event). For purposes of this Section 5, your Employment Period shall be deemed to terminate before the end of the Restricted Period, even if it does not actually so terminate, if, before the end of the Restricted Period, and before the occurrence of an Extraordinary Event (as defined by Section 6.06(d) of the Plan), (i) you give notice before the end of the Restricted Period to the Company or any of its Subsidiaries of the termination of your association with them in all capacities (whether as a director, officer, employee or consultant), (ii) you take any action before the end of the Restricted Period, such as accepting another position, that, in the judgment of the Committee, indicates that you plan to terminate your association with the Company and its Subsidiaries, or (iii) the Company and/or any of its Subsidiaries gives notice prior to the end of the Restricted Period to you that your association with them in all capacities (whether as a director, officer, employee or consultant) is being terminated. For the avoidance of doubt, Clauses (i), (ii) and (iii) concerning termination of association shall apply even if your termination of association is planned or stated not to become effective until after the end of the Restricted Period and your termination shall be deemed effective for purposes of this Section 5 as of the date of the notice or action described in Clauses (i), (ii), or (iii).
Sample 1Sample 2Sample 3See All (5)
Deemed Terminations. Notwithstanding the provisions of PARAGRAPH 4.2, if the "liquidation" of the tax partnership results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) SUBPARAGRAPHS 4.2(A) and (B) shall not apply, (ii) the tax partnership shall be deemed to have distributed its Assets in accordance with the relative Capital Account balances of the Participants as adjusted pursuant to SUBPARAGRAPH 4.2(A), (iii) the Participants shall be deemed for tax purposes to have contributed those Assets to a new partnership pursuant to the terms of this EXHIBIT C, and (iv) the new tax partnership shall continue pursuant to the terms of this Agreement and this EXHIBIT C.
Sample 1Sample 2
Deemed Terminations. Notwithstanding the provisions of PARAGRAPH 4.2, -------------- if the "liquidation" of the Company results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) SUBPARAGRAPHS 4.2(A) and (B) shall ------------------- not apply, (ii) the Company shall be deemed to have contributed its assets to a new partnership in exchange for an interest therein, and immediately thereafter, distributing interests therein to the purchasing party and the non-transferring Members in proportion to their interests in the Company in liquidation thereof, (iii) the new partnership shall continue pursuant to the terms of the Agreement and this Exhibit.
Sample 1
Deemed Terminations. Notwithstanding the provisions of Paragraph 4.2, if the “liquidation” of the Company results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) Subparagraphs 4.2(a) and 4.2(b) shall not apply, (ii) the Company shall be deemed for tax purposes to have contributed its Assets to a new tax partnership pursuant to the terms of this Exhibit C, (iii) the Company shall be deemed to have distributed Percentage Interests in such new tax partnership in accordance with the relative Capital Account balances of the Members as adjusted pursuant to Subparagraph 4.2(a), and (iv) the new tax partnership shall continue pursuant to the terms of this Agreement and this Exhibit C. This Exhibit C may be executed in one or more counterparts each of which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same exhibit. Delivery of an executed counterpart of a signature page to this Exhibit C in .pdf or other electronic form shall be effective as delivery of a manually executed counterpart of this Exhibit C.
Sample 1
Deemed Terminations. (In Absence of Any Extraordinary Event). For purposes of this section 5, your Employment Period shall be deemed to terminate before the end of the Restricted Period, even if it does not actually so terminate, if, before the end of the Restricted Period, and before the occurrence of an Extraordinary Event (as defined by Section 6.06(d) of the Plan), (i) you give notice to the Company or any of its Subsidiaries of the termination of your association with them in all capacities (whether as a director, officer, employee or consultant) effective as of a date before or within 60 days after the end of the Restricted Period, (ii) you take any action, such as accepting another position, that, in the judgment of the Committee, indicates that you definitely plan to terminate your association with the Company and its Subsidiaries before or within 60 days after the end of the Restricted Period, or (iii) the Company and/or any of its Subsidiaries gives notice to you that your association with them in all capacities (whether as a director, officer, employee or consultant) is being terminated as of a date prior to or within 30 days after the end of the Restricted Period.
Sample 1
AutoNDA by SimpleDocs
Deemed Terminations. Notwithstanding the provisions of Paragraph 4.2, if the “liquidation” of the tax partnership results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) Subparagraphs 4.2(a) and (b) shall not apply, (ii) the tax partnership shall be deemed to have distributed its Assets in accordance with the relative Capital Account balances of the Participants as adjusted pursuant to Subparagraph 4.2(a), (iii) the Participants shall be deemed for tax purposes to have contributed those Assets to a new partnership pursuant to the terms of this Appendix, and (iv) the new tax partnership shall continue pursuant to the terms of this Agreement and this Appendix. Appendix F (Joint Venture Agreement) APPENDIX F – MINERAL RIGHTS Appendix F (Joint Venture Agreement) Appendix F (Joint Venture Agreement) Appendix F (Joint Venture Agreement) Appendix F (Joint Venture Agreement) Appendix F (Joint Venture Agreement) Page 146 of 192 Appendix F (Joint Venture Agreement) Page 147 of 192 Appendix F (Joint Venture Agreement) Page 148 of 192 Appendix F (Joint Venture Agreement) Page 149 of 192 Appendix F (Joint Venture Agreement) Page 150 of 192 Appendix F (Joint Venture Agreement) Page 151 of 192 Appendix F (Joint Venture Agreement) Page 152 of 192 Appendix F (Joint Venture Agreement) Page 153 of 192 Appendix F (Joint Venture Agreement) Page 154 of 192 Appendix F (Joint Venture Agreement) Page 155 of 192 Appendix F (Joint Venture Agreement) Page 156 of 192 Appendix F (Joint Venture Agreement) Page 157 of 192 Appendix F (Joint Venture Agreement) Page 158 of 192 Appendix F (Joint Venture Agreement) Page 159 of 192 Appendix F (Joint Venture Agreement) Page 160 of 192 Appendix F (Joint Venture Agreement) Page 161 of 192 Appendix F (Joint Venture Agreement) Page 162 of 192 Appendix F (Joint Venture Agreement) Page 163 of 192 Appendix F (Joint Venture Agreement) Page 164 of 192 Appendix F (Joint Venture Agreement) Page 165 of 192 Appendix F (Joint Venture Agreement) Page 166 of 192 Appendix F (Joint Venture Agreement) Page 167 of 192 Appendix F (Joint Venture Agreement) Page 168 of 192 Appendix F (Joint Venture Agreement) Page 169 of 192 Appendix F (Joint Venture Agreement) Page 170 of 192 Appendix F (Joint Venture Agreement) Page 171 of 192 Appendix F (Joint Venture Agreement) Page 172 of 192 Appendix F (Joint Venture Agreement) Page 173 of 192 Appendix F (Joint Venture Agreement) Page 174 of 192 Appendix F (Joint Venture Agreement) Page 175 of 192 Appendix F (Joint Ventur...
Sample 1
Deemed Terminations. Notwithstanding the provisions of Paragraph 4.2, if the “liquidation” of the tax partnership results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) Subparagraphs 4.2(a) and (b) shall not apply, (ii) the tax partnership shall be deemed to have distributed its Assets in accordance with the relative Capital Account balances of the Participants as adjusted pursuant to Subparagraph 4.2(a), (iii) the Participants shall be deemed for tax purposes to have contributed those Assets to a new partnership pursuant to the terms of this Exhibit, and (iv) the new tax partnership shall continue pursuant to the terms of this Agreement and this Exhibit. EXHIBIT D To CONVERSE URANIUM PROJECT EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENT By And Between Canyon Resources Corporation And New Horizon Uranium Corporation
Sample 1

Related to Deemed Terminations

  • Qualifying Terminations Any of the following events resulting in a cessation of the Employee’s employment by the Company during the Covered Employment Term shall constitute a “Qualifying Termination”: (i) discharge by the Company without Cause (as hereinafter defined); or (ii) the Employee’s resignation with Good Reason.

  • Termination of Employment by the Executive for Good Reason Subject to the notice and cure provisions set forth below, the Executive may terminate the Executive’s employment with the Company for Good Reason and receive the Severance Package provisions of Section 5 if any of the following have occurred without the Executive’s written consent (“Good Reason”):

  • Termination by Employee without Good Reason The Employee shall have the right at any time to terminate the Employee's employment with both Employers without Good Reason by giving the Employers written notice that the Employee is terminating his employment. Any such termination shall apply to the Employee's employment with both Employers and be effective ninety (90) days after the giving of such notice by the Employee.

  • Termination of Employment by the Company for Cause The Company may terminate the Executive’s employment for Cause during the Term upon written notice to the Executive. If the Executive’s employment is so terminated by the Company, the Term shall end as of the Date of Termination and the Executive shall thereupon be entitled solely to the following:

Time is Money Join Law Insider Premium to draft better contracts faster.