Early Termination of Transition Period Sample Clauses

Early Termination of Transition Period. In the event the Board determines in its sole discretion for any reason, at the Transition Date or any time after the Transition Date but before the two-year anniversary of the Transition Date, that it shall elect a Chairman other than Executive to serve as Chairman of the Board, Executive or his estate shall be entitled to receive all remaining benefits under Section 4.1 that would have been provided to Executive had he continued as Chairman for such two-year period, as long as Executive executes and does not revoke the release agreement described above in Section 4.2. For the avoidance of doubt, the prior sentence includes a determination by the Board to elect a Chairman other than Executive as a result of Executive’s death or Disability (as defined below in Section 5.1(b)) during the Transition Period. Notwithstanding the foregoing, in the event that, prior to the two-year anniversary of the Transition Date, Executive resigns as non-executive Chairman of the Board or Executive is removed from the Board due to “cause” or an “act of misconduct” (as such terms are defined in Section 23 of the Company’s 2010 Long-Term Incentive Plan), Executive shall not be entitled to continue to receive any of the remaining benefits under Section 4.1 above.
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Early Termination of Transition Period. Notwithstanding anything in this Agreement to the contrary: the Company may terminate the Transition Period effective immediately by written notice to Xxxxxx in the event that: (a) Xxxxxx breaches any material term of this Agreement and, if curable, such breach has not been cured ten (10) days after the Company gives written notice of the breach to Xxxxxx; or (b) the Company reasonably believes that Xxxxxx (i) has engaged in theft, fraud, embezzlement or unauthorized use of the property of the Company; or (ii) is convicted of a felony or engages in any other conduct that, in the reasonable discretion of the Company, causes damage to the Company’s reputation or standing in the community or industry in which it operates; provided that, for clarity but without limiting the generality of the foregoing, a failure by Xxxxxx in any month during the Transition Period to perform Transition Services reasonably requested by Targacept, subject to the maximums set forth in Section 3(b), shall constitute a material breach of this Agreement. In addition, Xxxxxx may terminate the Transition Period effective immediately by written notice to Targacept at any time after September 30, 2012. Upon termination of the Transition Period, the Company’s obligations to provide compensation shall cease immediately and Xxxxxx, for himself and for his heirs, successors, assigns, or anyone else claiming under or through Xxxxxx, agrees that neither he nor any of the foregoing shall have any right to further compensation under this Agreement beyond that pro rata portion of his monthly compensation due as of the effective date of such termination.
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Early Termination of Transition Period. The Transition Period shall terminate prior to October 31, 2021 in the following circumstances:
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Early Termination of Transition Period. Either the Company or Executive may terminate the Transition Period at any time with or without cause effective upon at least 30 days’ advance notice to the other Party. If the Company elects to terminate the Executive’s employment before the Termination Date, Executive will be entitled to receive a lump sum payment (in addition to all payments and benefits provided in Section 4 below) in an amount equal to the unpaid base salary Executive would have received during the Transition Period had the Transition Period not been terminated early (the “Base Salary Payments”). If Executive elects to resign Executive’s employment before the Termination Date, Executive will be entitled to receive all payments and benefits provided in Section 4 below, except as follows: (i) the Pro Rata Bonus for 2014 (referred to in Section 4(d) below) will be calculated based on Executive’s date of resignation, not the Termination Date; (ii) if Executive’s last day of employment by the Company is before August 1, 2014, Executive will not be entitled to receive the accelerated vesting provided for in Section 4(c) below; and (iii) if Executive’s last day of employment by the Company is on or after August 1, 2014 and before October 1, 2014 and, at the time of such termination of employment the Company has not identified and does not employ the successor to Executive as the Company’s Chief Financial Officer, the extent (if any) to which Executive will be entitled to receive the accelerated vesting provided for in Section 4(c) below will be at the sole discretion of the Company.
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Early Termination of Transition Period. If, during the Transition Period, the Company reasonably believes that you have failed to provide the Advisory Services or otherwise breached any obligation you may owe to the Company, the Company may terminate the Transition Period upon written notice to you. Additionally, you or the Company may terminate the Transition Period, for any reason, upon 30 days’ written notice to the other party.
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Early Termination of Transition Period. Either the Employer or Executive may terminate the Transition Period at any time with or without cause. If the Employer elects to terminate Executive’s employment before December 31, 2015 other than as a result of a material breach by Executive of any of Executive’s obligations under this Transition Agreement, Executive will be entitled to receive (1) the payments and benefits provided in Section 8 below (except in such circumstances the lump sum cash payment in Section 8(b) shall be an amount equal to $450,000 instead of $292,500) and (2) Executive’s 2015 bonus in such amount as determined by the Board in the ordinary course. If Executive elects to resign Executive’s employment before December 31, 2015 or if the Employer terminates Executive’s employment before December 31, 2015 as a result of a material breach by Executive of any of Executive’s obligations under this Transition Agreement, Executive will be not be entitled to receive the 2015 Bonus or the payments and benefits provided in Section 8 below, except the Accrued Rights described in Section 8(a) below.
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Early Termination of Transition Period. Although at the time of execution of this Agreement the Board does not contemplate terminating the Transition Period before October 14, 2009, the Board retains the right, which it has delegated to the Chairman of the Board and is exercisable by him in his absolute discretion, to terminate the Transition Period at any time between the Transition Date and October 14, 2009, inclusive, for any reason or for no reason.
Sample 1
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Related to Early Termination of Transition Period

  • Early Termination of Services Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated on a per country basis without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

  • Early Termination In the absence of any material breach of this Agreement, should the Trust elect to terminate this Agreement prior to the end of the term, the Trust agrees to pay the following fees:

  • Early Termination of Agreement (a) The City and the Contractor, by mutual written agreement, may terminate this Agreement at any time.

  • Early Termination Notice If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to the Agent notice of such intention to exercise such right (the “Early Termination Notice”). Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a), the Corporate Taxpayer shall deliver (i) a schedule showing in reasonable detail the calculation of the Early Termination Payment (the “Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination Payment reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Early Termination Schedule; provided that, in the event of a dispute governed by Section 7.9 or Section 7.10, any such costs shall be borne as set forth in such sections. The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which the Agent has received such Schedule or amendment thereto unless (x) the Agent, within thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (y) the Agent provides a written waiver of such right of a Material Objection Notice within the period described in clause (x) above, in which case such Schedule becomes binding on the date the waiver from the Agent has been received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer and the Agent, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Agent shall employ the Reconciliation Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicable.

  • Early Termination Right Tenant shall have the right, subject to the provisions of this Section 39, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of July 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an amount equal to 4 months of Base Rent that would have been payable for the 4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 39 shall have no further force or effect.

  • Early Termination of Option The Option, to the extent not previously exercised, and all other rights in respect thereof, whether vested and exercisable or not, shall terminate and become null and void prior to the Expiration Date in the event of: • the termination of the Participant’s employment or services as provided in Section 5.6 of the Plan, or • the termination of the Option pursuant to Section 7.3 of the Plan.

  • Automatic Early Termination provision of Section 6(a) will not apply to Party A and will not apply to Party B.

  • Payment upon Early Termination (a) Within three (3) calendar days after an Early Termination Effective Date, the Corporate Taxpayer shall pay to each TRA Party an amount equal to the Early Termination Payment in respect of such TRA Party. Such payment shall be made by wire transfer of immediately available funds to a bank account or accounts designated by such TRA Party or as otherwise agreed by the Corporate Taxpayer and such TRA Party or, in the absence of such designation or agreement, by check mailed to the last mailing address provided by such TRA Party to the Corporate Taxpayer.

  • Early Termination Option (a) Tenant shall have the one time right to terminate this Lease effective as of the twelve (12) year and six (6) month anniversary of the Commencement Date (the “Early Termination Date”) by delivering notice thereof to Landlord (the “Early Termination Notice”) no later than the eleven (11) year anniversary of the Commencement Date (time being of the essence with respect to the giving of such notice). Tenant’s right to terminate this Lease is contingent upon (a) timely delivery of the Early Termination Notice, (b) Tenant not being in default of any monetary obligation or any material non-monetary obligation under this Lease as of the date of the giving of the Early Termination Notice or as of the Early Termination Date for which notice of such default has been given to Tenant, and (c) Tenant delivering to Landlord, at the same time Tenant delivers to Landlord the Early Termination Notice, a payment in an amount equal to $3,600,000.00 (the “Early Termination Payment”). The failure of Tenant to timely give Landlord the Early Termination Notice and/or the Early Termination Payment shall render any Early Termination Notice delivered to Landlord null and void and this Lease shall continue in full force and effect pursuant to the terms hereof. If Tenant properly terminates the Lease pursuant to the provisions of this Article 33, the Lease shall expire at midnight on the Early Termination Date as if such date was the date set forth in the Lease as the Expiration Date.

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