Discretionary Termination. The Employer may terminate and liquidate this Agreement provided that: (i) the termination does not occur proximate to a downturn in the financial health of the Employer; (ii) all arrangements sponsored by the Employer and Affiliates that would be aggregated with any terminated arrangements under Treasury Regulations §1.409A-1(c) are terminated; (iii) no payments, other than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made within twelve (12) months of the date the Employer takes the irrevocable action to terminate this Agreement; (iv) all payments are made within twenty-four (24) months following the date the Employer takes the irrevocable action to terminate and liquidate this Agreement; and (v) neither the Employer nor any of its Affiliates adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations §1.409A-1(c) if the Executive participated in both arrangements, at any time within three (3) years following the date the Employer takes the irrevocable action to terminate this Agreement.
Discretionary Termination. The Director shall have the right to terminate this Agreement at his or her sole discretion at any time upon 30 days written notice to the grantee. Within 45 days of receipt of written notice, grantee is required to:
Discretionary Termination. The Plan Sponsor may also terminate this Plan and make distributions provided that:
(i) All plans sponsored by the Plan Sponsor that would be aggregated with any terminated arrangements under Treasury Regulations §1.409A-1(c) are terminated;
(ii) No payments, other than payments that would be payable under the terms of this plan if the termination had not occurred, are made within twelve (12) months of this plan termination;
(iii) All payments are made within twenty-four (24) months of this plan termination; and
(iv) Neither the Plan Sponsor nor any of its affiliates adopts a new plan that would be aggregated with any terminated plan if the same Participant participated in both arrangements at any time within three (3) years following the date of termination of this Plan.
(v) The termination does not occur proximate to a downturn in the financial health of the Plan Sponsor.
Discretionary Termination. Beginning with [***], Celgene will have the right to terminate this CCPS Agreement in full, at its discretion for any reason, by delivering written notice to Bluebird, such termination to be effective [***] following the date of such notice.
Discretionary Termination. This Contract may be terminated in whole or in part by the City, in its sole discretion, with or without cause, upon seven (7) days written notice to the Engineer. Such notice of termination shall be effectuated by delivery of a Notice to the Engineer pursuant to the Notices paragraph hereof. Upon discretionary termination by the City, the City will pay the Engineer for all work and services rendered up to the time of the notice of termination, in accordance with the terms, limits, and conditions of this Contract and as further limited by the not to exceed amounts set out in this Contract.
Discretionary Termination. AstraZeneca will have the right to terminate this A&R Option Agreement in full ninety (90) days after delivery of written notice to Moderna if the Executive Officer of AstraZeneca concludes due to scientific, technical, regulatory or commercial reasons, including [***].
Discretionary Termination. (i) Merck will have the right to terminate this Agreement in its entirety or with respect to an Product Candidate, Elected Candidate, or Product upon [***] days after delivery of written notice to Moderna if Merck concludes due to scientific, technical, regulatory or commercial reasons, including [***].
(ii) Merck will have the right to terminate this Agreement for any reason in its entirety or with respect to a Product Candidate, Elected Candidate and associated Product upon [***] days after delivery of written notice to Moderna.
Discretionary Termination. (i) Either Company or Executive may terminate the Term effective as of the end of the Initial Term or the then-current Renewal Term by providing the other with written notice of termination at least sixty (60) days prior to the end of the Initial Term or then current Renewal Term, as the case may be. In the event of Termination under this Section 2.2(d)(i), Executive shall not be entitled to any severance benefit under Section 6.
(ii) The Company shall have the right to terminate the Term and Executive's employment hereunder without cause at any time upon notice to Executive. In such event, Executive shall be entitled to the severance benefit provided in Section 6(b), unless such termination without cause follows a Change of Control, in which event Executive shall be entitled to the severance benefit provided in Section 6(c).
Discretionary Termination. Company shall have the right to terminate this Agreement in full, or on a Product-by-Product basis, [*] after delivery of written notice to Amgen if the Board of Directors of Company concludes due to scientific, technical, regulatory or commercial reasons, including (a) safety or efficacy concerns, including adverse events of a Product, (b) concerns relating to the present or future marketability or profitability of a Product, (c) reasons related to patent coverage or (d) existing and anticipated competition, renders the Exploitation of a Product no longer commercially practicable for Company. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Discretionary Termination. For purposes of this Agreement, "Discretionary Termination" means the determination by the Executive, or his estate or personal representative in the event of the Executive's death or disability, at any time during the twelve (12) month period commencing on the occurrence of a Change in Control of the Company, as evidenced by the delivery to the Company, by the Executive or by his estate or personal representative in the case of the Executive's death or disability, of a Notice of Termination during such period, to terminate this Agreement and his employment hereunder for any reason whatsoever in his sole discretion, with or without good faith, even if the Company has previously terminated the Executive for death, disability, Cause or otherwise during such twelve (12) month period following a Change in Control of the Company.
