Events Triggering Termination. At the written election of Employer in its sole discretion, this Agreement shall terminate immediately, effective upon the occurrence of any one of the following events:
(a) Employee's conviction of a felony or other crime involving moral turpitude;
(b) After reasonable written notice, warning and opportunity to cure, Employee's continuing material breach of or failure to perform his obligations hereunder, continuing failure by Employee to abide by, conform with or otherwise observe any material written policy of Employer, or the continuing failure to conform to the reasonable directives of the Board of Directors of Employer;
(c) The death of Employee;
(d) The disability of Employee. Employee shall be deemed disabled if the Employee shall become incapacitated by reason of sickness, accident or other physical or mental disability and shall for a period of sixty (60) consecutive days be unable to perform his normal duties hereunder, with or without reasonable accommodation by Employer. In the event that Employee's employment is terminated by Employer pursuant to Sections 3.1(a), 3.1(b), or 3.1(c), Employer shall promptly pay to Employee (or in the event that such termination is pursuant to Section 3.1(c), to Employee's estate or other legal representative) the annual base salary provided for in Section 4.1 accrued to the date of Employee's termination and not theretofore paid to Employee. Rights and benefits of Employee under the benefits plans and programs of Employer shall be determined in accordance with the terms of such plans and programs.
Events Triggering Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, without further obligation of the Company and the Investor, at any time prior to the Closing Date as follows:
(i) by mutual written consent duly authorized by the boards of directors of the Company and the Investor; or
(ii) by the Company or the Investor if the Omnipoint Reorganization Agreement shall have been terminated and the transactions contemplated thereby abandoned; or
(iii) by the Company or the Investor if the consummation of the transactions contemplated hereby shall be prohibited by a final, non-appealable order, decree or injunction of a court of competent jurisdiction.
Events Triggering Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, without further obligation of the TDS Parties or the Investor, at any time prior to the Closing Date as follows:
(i) by mutual written consent duly authorized by the boards of directors of the TDS Parties and the Investor; or
(ii) by any party hereto if the Closing Date shall not have occurred on or before December 31, 1998 or such later date, if any, as the parties shall agree in writing, provided, that the party exercising such right is not in default of its obligations under this Agreement in a manner which results in the failure to satisfy the conditions to the transactions contemplated hereby of the other parties; or
(iii) by any party hereto if the consummation of the transactions contemplated hereby shall be prohibited by a final, non-appealable order, decree or injunction of a court of competent jurisdiction, or if the FCC shall have by Final Order denied the application for a Favorable Declaratory Ruling; or
(iv) by the TDS Parties in the event that the Investor shall have materially breached any of its representations, warranties or covenants contained in this Agreement; provided, however, that at the time and in the case of a termination pursuant to this Section 7.12(a)(iv), no TDS Party is itself in material breach of its representations, warranties and covenants contained herein, and the TDS Parties (A) promptly notify the Investor in writing of their intention to terminate this Agreement pursuant to this Section 7.12(a)(iv), (B) specify in such termination notice the representation, warranty or covenant of which the Investor is allegedly in material breach and (C) provide the Investor with 30 days in which to cure such alleged breach or, if it cannot be cured, to fairly compensate the TDS Parties for such breach; or
(v) by the Investor in the event that any TDS Party shall have materially breached any of its representations, warranties or covenants contained in this Agreement; provided, however, that at the time and in the case of a termination pursuant to this Section 7.12(a)(v), the Investor is not itself in material breach of its representations, warranties and covenants contained herein, and the Investor (A) promptly notifies the TDS Parties in writing of its intention to terminate this Agreement pursuant to this Section 7.12(a)(v), (B) specifies in such termination notice the representation, warranty or covenant of which the TDS Party is allegedly...
Events Triggering Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, without further obligation of WWC, the Company, HTL or the Investor, at any time prior to the Closing Date as follows:
(i) by mutual written consent duly authorized by the boards of directors of WWC, the Company, HTL and the Investor; or
(ii) by WWC, the Company, HTL or the Investor if the Closing Date shall not have occurred on or before March 31, 1998 or such later date, if any, as WWC, the Company, HTL and the Investor shall agree in writing; provided, that the party exercising such right is not in default of its obligations under this Agreement in a manner which results in the failure to satisfy the conditions to the transactions contemplated hereby of the other parties; or
(iii) by WWC, the Company, HTL or the Investor if the consummation of the transactions contemplated hereby shall be prohibited by a final, non-appealable order, decree or injunction of a court of competent jurisdiction, or if the FCC shall have by Final Order denied the application for a Favorable Declaratory Ruling.
Events Triggering Termination. This Alliance Agreement shall terminate in its entirety upon the occurrence of any of the following events:
1. A unanimous vote of the then existing Alliance Members to terminate the Agreement;
2. The voluntary withdrawal or involuntary removal of a sufficient number of Alliance Members such that the remaining Alliance Members are unable to perform the then- outstanding Customer contracts; and
3. The Alliance is unable to procure sufficient contracts to enable the Alliance to fulfil its Purpose.
Events Triggering Termination. This Agreement shall be subject to termination under the following conditions.
Events Triggering Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, without further obligation of the Company, HTL or the Investor, at any time prior to the Closing Date as follows:
(i) by mutual written consent duly authorized by the boards of directors of the Company, HTL and the Investor; or
(ii) by the Company, HTL or the Investor if the Closing Date shall not have occurred on or before December 31, 1997 or such later date, if any, as the Company, HTL and the Investor shall agree in writing; provided that the party exercising such right is not in default of its obligations under this Agreement in a manner which results in the failure to satisfy the conditions to the transactions contemplated hereby of the other parties; or
(iii) by the Company, HTL or the Investor if the consummation of the transactions contemplated hereby shall be prohibited by a final, non-appealable order, decree or injunction of a court of competent jurisdiction.
Events Triggering Termination. At the written election of Employer in its sole discretion, this Agreement shall terminate immediately, effective upon the occurrence of any one of the following events:
(a) Executive's conviction of a felony or other crime involving moral turpitude;
(b) Executive's material breach of or failure to perform his obligations hereunder, failure by Executive to abide by, conform with otherwise observe any material written policy of Employer, or the continuing failure to conform to the reasonable directives of the Board;
Events Triggering Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, without further obligation of the Company, or the Investor, at any time as follows:
(i) by mutual written consent duly authorized by the boards of directors of the Company and the Investor;
(ii) by the Company or the Investor if the consummation of the transactions contemplated hereby shall be prohibited by a final, non-appealable order, decree or injunction of a court of competent jurisdiction; it being understood and agreed that any such termination shall not create any right of rescission or in any matter affect any prior purchase of a portion of the Purchased Shares on the Closing Date pursuant to Section 2.02(a); or
(iii) by the Company or the Investor if the Closing Date as to at least a portion or the Purchased Shares shall not have occurred on or prior to December 31, 2001 or such later date, if any, as the Company and the Investor shall agree in writing, provided, that the party exercising such right is not in default of its obligations under this Agreement in a manner which results in the failure to satisfy the conditions to the transactions contemplated hereby of the other parties; it being understood and agreed that any such termination shall not create any right of rescission or in any matter affect any prior purchase of a portion of the Purchased Shares on the Closing Date pursuant to Section 2.02(a).
Events Triggering Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, without further obligation of the Company, HTL or the Investor, at any time prior to the Closing Date as follows:
(i) by mutual written consent duly authorized by the boards of directors of the Company, HTL and the Investor; or
(ii) by the Company, HTL or the Investor if the Closing Date shall not have occurred on or before December 31, 1997 or such later date, if any, as the Company, HTL and the Investor shall agree in writing; provided that the party exercising such right is not in default of its obligations under this Agreement in a manner which results in the failure to satisfy the conditions to the transactions contemplated hereby of the other parties; or
