Limitation of Appointment Right; Termination Sample Clauses

Limitation of Appointment Right; Termination. The Company’s obligations under this Section 1 shall terminate, and the Xxxxxxx Parties shall have no designation or nomination or other rights under this Section 1, upon the earlier of: (i) such time as the Xxxxxxx Parties beneficially own less than a “net long position” of at least 2.25% (the “Minimum Ownership Threshold”) of the then outstanding Company Common Shares (as defined below), (ii) such time as any Xxxxxxx Party or other Restricted Person (as defined below) breaches in any material respect any of the terms of this Agreement (including Section 2), (iii) such time as Xx. Xxxx (or a Successor Investor Designee) notifies the Company of his intent to resign from the Board and the Xxxxxxx Parties irrevocably waive in writing any right to have a Successor Investor Designee appointed, or (iv) any member of the Xxxxxxx Group or any other Restricted Person submits any director nominations for election at any meeting of the Company’s shareholders. Upon the occurrence of an event described in clause (iv) of the previous sentence, if Xx. Xxxx (or a Successor Investor Designee) is on the Board, he shall promptly offer to resign from the Board (and, if requested by the Company, promptly deliver his written resignation to the Board for his immediate resignation, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation). The Xxxxxxx Parties agree to cause, and agree to cause their respective Affiliates to cause, Xx. Xxxx(or a Successor Investor Designee) to resign from the Board if he fails to resign if and when requested pursuant to this Section 1(i).
Sample 1
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Related to Limitation of Appointment Right; Termination

  • Termination of Appointment (a) The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent and the Agent at least 90 days’ prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding, (i) such notice shall not expire less than 45 days before any date upon which any payment is due in respect of any Relevant Notes and (ii) notice shall be given in accordance with Condition 16 to the holders of the Relevant Notes at least 30 days prior to any removal of the Calculation Agent.

  • Effect of Termination of Service Except as otherwise provided in accordance with Section 4(b) above, if you cease to be a Service Provider, you will forfeit all unvested Units.

  • Term of Agreement; Resignation and Removal of Administrator This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate.

  • Termination of Service for Cause If your Service is terminated by the Company for Cause or if you commit an act(s) of Cause while this Option is outstanding, as determined by the Committee in its sole discretion, then you shall immediately forfeit all rights to your Option without consideration, including any vested portion of the Option, and the entire Option shall immediately expire, and any rights, payments and benefits with respect to the Option shall be subject to reduction or recoupment in accordance with the Clawback Policy and the Plan. For avoidance of doubt, your Service shall also be deemed to have been terminated for Cause by the Company if, after your Service has otherwise terminated, facts and circumstances are discovered that would have justified a termination for Cause, including, without limitation, your violation of Company policies or breach of confidentiality or other restrictive covenants or conditions that may apply to you prior to or after your Termination Date.

  • Effect of Termination for Cause If Employee's employment is terminated "For Cause":

  • Nature of Appointment; Limitation of Duty THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 7.14. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NONE OF THE ADMINISTRATIVE AGENT, ANY LENDER, ANY OTHER SECURED PARTY, ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR OR THEIR AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO SUCH PARTY’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Resignation on Termination On termination of Executive’s employment, regardless of the reason for such termination, Executive shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that Executive may hold in the Company or any affiliate, unless otherwise agreed in writing by the Parties.

  • Term of Appointment 2.1 The Appointment shall commence on the Commencement Date and shall continue, subject to the remaining terms of this agreement, until terminated by either party giving the other not less than three months’ prior notice in writing.

  • Voluntary Termination or Termination for Cause If Executive is no longer employed by the Company or any of its subsidiaries as a result of Executive's termination for Cause or resignation, then on or after the Termination Date, the Company may elect to purchase all or any portion of the Executive Units at a price per Unit equal to the lower of the Original Value thereof or the Fair Market Value thereof determined as described in clause (b)(1) above; provided, however, that if Executive resigns on or after the fifth anniversary of the date hereof, then on or after such Termination Date, the Company may elect to purchase all or any portion of the Executive Units at a price per unit equal to the Fair Market Value thereof determined as described in clause 3(b)(1) above.

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