Involuntary Resignation. If the Executive resigns from all offices and directorships of the Company and all its subsidiaries and affiliates for any of the reasons set forth in Sections 6.4.1 through 6.4.6, such resignation shall be deemed an "Involuntary Resignation," and the Executive shall be entitled to receive the same severance compensation as is, and all other rights and benefits, provided for in Section 6.3 except that, if the Involuntary Resignation occurs as a result of or following a "change in control" (as defined in Section 6.4.7 below), any cash or in kind payments shall be paid to the Executive in a lump sum as soon as administratively practicable (but in no event later than 30 days) following the change in control. The Executive's rights to exercise options to purchase option shares in accordance with the vesting schedule set forth in the Option Agreements shall not be affected by an Involuntary Resignation.
6.4.1. The Company materially changes the Executive's duties as set forth in Section 1.2 without his consent. The Executive shall be deemed to have consented to any written proposal calling for a material change in his duties as set forth in Section 1.2, unless he shall give written notice of his objection thereto to the Company within thirty (30) days after receipt of such written proposal.
6.4.2. The Executive's place of employment or the principal executive offices of the Company are located more than fifteen (15) road miles from 11200 Rockville Pike, Rockville, Montgomery County, Maryland.
0.0.0. Xxxxx xxxxxx x xxxxxxxx xxxxxx by the Company of any of its obligations under this Agreement, which breach has not been cured in all material respects within thirty (30) days after the Executive gives written notice thereof to the Company, which notice sets forth in reasonable detail the nature and circumstances of such breach.
6.4.4. The Company or any subsidiary or affiliate of the Company violates a federal or state criminal law involving moral turpitude, and the Executive was unaware of such unlawful activity at the time of its occurrence.
6.4.5. There occurs a "change in control."
(i) The term "change in control" shall mean the first to occur of the following events:
Involuntary Resignation. “Involuntary Resignation” shall mean Employee’s voluntary resignation within 60 days of the occurrence of any of the following events which occurs without his consent and after having provided to the Company written notice of such event and as least thirty (30) days to cure it: (i) a reduction of Employee’s then total current compensation by more than 10%, or (ii) Employee’s refusal to relocate to a location more than 30 miles from the Company’s current location.”
Involuntary Resignation. If the Executive resigns from all offices and directorships of the Company, the Parent, and all entity affiliates of the Parent for any of the reasons set forth in Sections 6.4.1 through 6.4.7, such resignation shall be deemed to be an "Involuntary Resignation," and the Executive shall be entitled to receive the same severance compensation and other benefits as are provided for in Section 6.3. The vesting schedules for the rights to purchase Option Shares set forth in the Option Agreement shall not be affected by any such termination of employment without Cause, except as set forth in Section 6.4.7, below.
6.4.1 The Company materially changes the Executive's duties and responsibilities as set forth in Section 1 without his consent. The Executive shall be deemed to have consented to any written proposal calling for a material change in his duties and responsibilities as set forth in Section 1 unless she shall give written notice of his objection thereto to the Company within thirty (30) days after receipt of such written proposal. If the Executive shall have given such objection, the Company shall have the opportunity to withdraw such proposed material change by written notice to the Executive given within ten (10) days after the end of such fifteen (15) day period.
6.4.2 The Executive's place of employment or the principal executive offices of the Company are located more than twenty-five (25) road miles from 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx Xxxxxx, Maryland.
6.4.3 The Company, without the Executive's prior written consent, reduces the Executive's Base Salary.
6.4.4 The Company imposes requirements on the Executive, or gives instructions or directions to the Executive, which are: (x) contrary to or in violation of (i) rules, principles, or codes of professional responsibility or (ii) law (as set forth in written statutes or regulations thereunder), which the Executive is obligated to follow; (y) such that compliance by the Executive with such requirements, instructions or directions would likely (i) have a material adverse effect on the Executive or (ii) cause the Executive to suffer substantial liability, and (z) not withdrawn by the Company after written request by the Executive, which written request sets forth the Executive's complete explanation as to why she believes the requirements, instructions or directions should be withdrawn.
6.4.5 There occurs a material breach by the Company of any of its obligations under this Agreement, which bre...
Involuntary Resignation. Immediately upon the occurrence of an Involuntary Resignation, the successor of the resigned Member shall thereupon become an Interest Holder but shall not be admitted as a Member by the Manager. The successor Interest Holder shall have all the rights of an Interest Holder but shall not be entitled to receive in liquidation of the Interest, the fair market value of the Member’s Interest as of the date the Member involuntarily resigned from the Company.
Involuntary Resignation. “Involuntary Resignation” shall mean your employment with the Company or its successor corporation is terminated due to your resignation after any of the following occurring without your express written consent: (i) a material reduction in your authority, duties, or responsibilities; provided however, that a reduction in your authority, duties, or responsibilities, solely by virtue of the Company being acquired and made a part of a larger entity and the Employee continues to have responsibility for the financial performance of the Opower division and reports to the head of such division, shall not by itself constitute ground for “Involuntary Resignation” so long as you retain similar functional responsibility as in effect immediately prior to the Triggering Event; (ii) a reduction by the Company of your base salary as in effect immediately prior to such reduction by more than 10% (unless such reduction applies generally and proportionally to all other members of the Company’s senior management); (iii) a change in the principal location at which Employee provides services to the Company to a place that is thirty-five (35) miles or more away from Employee’s then-current principal place of employment immediately prior to such relocation, provided such location is actually less convenient to Employee; or (iv) any material breach by the Company of its obligations to you under the terms of this Agreement. The conditions set forth in this paragraph will be considered an “Involuntary Resignation” only if (i) you give the Company written notice of one of the conditions described in this paragraph within thirty (30) days after the condition comes into existence; (ii) the Company fails to remedy the condition within thirty (30) days after receiving your written notice; and (iii) after the Company’s failure to remedy the condition within the previously described 30-day period, you resign from the Company within ninety (90) days after one of the following conditions has come into existence without your consent.
Involuntary Resignation. If the Executive resigns from all offices and directorships of the Company, the Parent, and all entity affiliates of the Parent for any of the reasons set forth in Sections 6.4.1 through 6.4.6, such resignation shall be deemed an "Involuntary Resignation," and the Executive shall be entitled to receive the same severance compensation as is, and all other rights and benefits, provided for in Sections 5.8 and 6.
Involuntary Resignation. For purposes of this Agreement, an “involuntary resignation” shall mean, following a change of control as defined in paragraph 4 (c), the Executive’s decision to no longer serve as an executive officer of the Company, which decision shall have resulted from one of the following events:
(i) a substantial diminution of the Executive’s duties without the Executive’s prior written consent; or
(ii) a relocation or attempted relocation of the Executive without the Executive’s written consent to an office outside a twenty-five (25) mile radius of the Executives’ work/office location; or
(iii) Rehabilitation, receivership, conservation, liquidation or other legal event by government regulators.
Involuntary Resignation. A. If an employee is absent from work for a period exceeding five (5) scheduled workdays without notification to the Parking Authority, the employee shall be deemed to have involuntarily resigned his or her employment.
B. If an employee is absent from work for a period exceeding five (5) scheduled workdays after the expiration of any authorized leave, the employee shall be deemed to have involuntarily resigned his or her employment.
Involuntary Resignation. Unless the Board determines otherwise, a Member shall automatically be deemed to have resigned as a Member and be deemed a Resigned Member effective upon the occurrence of any event described in Section 18-304 (Events of Bankruptcy) of the Delaware Act, or upon any event after which such Member does not hold any Interest.
Involuntary Resignation. If the Executive resigns from all offices and directorships of the Company and all entity affiliates of the Company for any of the reasons set forth in clauses (i) through (viii) of this Section 3(d), such resignation shall be deemed to be an "Involuntary Resignation," and the Executive shall be entitled to receive the same severance compensation and other benefits as are provided for in Section 3(c) above.
(i) The Company materially changes the Executive's duties and responsibilities as President without his prior written consent, which consent may be granted or withheld by the Executive in his absolute and sole discretion. The Executive
