Nonrenewal by the Company Sample Clauses

Nonrenewal by the Company. If (i) Executive’s employment with the Company and its Affiliates is terminated upon the expiration of the Initial Term or a Renewal Term after the Company has provided Executive with a notice of non-renewal as set forth in Section 4 above, (ii) before the 60th day following Executive’s termination of employment, Executive has signed and has not revoked a Release and such Release has become effective and irrevocable, and (iii) Executive continues to comply with Executive’s ongoing obligations under Sections 9 and 10 of this Agreement, the Company shall pay Executive severance in accordance with Section 7(e).

Nonrenewal by the Company. In the event that the Company provides a notice of nonrenewal pursuant to Section 1, you may resign and receive the following payments at the times specified below, subject to Section 34: (i) Base Salary (at your highest annualized rate of salary in effect during the one-year period ending on the effective date of termination) through the last date of the term (as such term exists on the date of such termination) of this Agreement, payable in a lump sum within ninety (90) days of your termination, subject to Section 34. (ii) the stock portion of your bonus, under the terms of your annual bonus plan, on a pro rata basis for the year in which such termination occurs; such pro rata bonus to be the bonus for such year as determined as if the “Targeted Performance Bonus Annual,” set forth in Exhibit 1 to the December 19, 2006 Amendment but limited to the Targeted Performance Bonus-Annual (250,000 shares per year) were deemed to be met as set forth in Exhibit 1 to the December 19, 2006 Amendment and as provided under Section 3 hereof, multiplied by a fraction, the numerator of which is the number of days from the beginning of the applicable year to the date of termination of employment and the denominator of which is 365. The bonus shall be paid not later than ninety (90) days following the end of the year in which the termination occurred, subject to Section 34. Additionally, you shall receive one hundred (100%) of the stock portion of your bonus as determined above in this Section 11 (250,000 shares per year, but limited to the previously issued restricted stock outstanding as of the time of such termination) for the remaining term (as such term exists on the date of such termination) under this agreement, to be paid not later than ninety (90) days following the date of termination subject to Section 34. All payments provided in this Section 11 shall be subject to and limited by the provisions of Section 10B above and the bonus to be paid under the severance package described in this Section 11 and upon a Change of Control in Section 10B shall not be treated as separate payments but as the same payment and you shall only be paid such amount once. Accordingly, if there is a Change of Control and the Company is required to make payments under Section 10.B of this Agreement, this Section 11 shall not be operative except to the extent that the payments described in this Section 11 are not duplicative (e.g., the severance package described above). (iii) notwithstan...

Nonrenewal by the Company. If this agreement expires pursuant to Section 1 hereof because the Company elects not to renew this agreement as of October 20, 2003, then, except as provided otherwise in this Section 5, in consideration of your covenant not to compete set forth in Section 6 of this agreement, the Company will pay you a noncompetition payment equal to your then current annual salary. The noncompetition payment shall be payable in 12 equal monthly installments on the last day of each month beginning with the month immediately following nonrenewal of this agreement, and you shall not be required to seek or accept other employment while receiving such payment. Upon your request, the Company also will continue to provide health and dental insurance coverage after such termination of employment, similar to that provided to its executive employees, in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985. Notwithstanding the foregoing, you may elect to be released from your covenant not to compete, and if you accept employment with a competitor of the Company at any time when noncompetition payments are being made under this Section 5(b), the Company's obligation with respect to any further noncompetition, health and dental insurance payments shall cease.

Nonrenewal by the Company. If this Agreement expires pursuant to Section 1 hereof because the Company elects not to renew this Agreement or, if applicable, as of the day immediately following the last day of any renewal term, then, except as provided otherwise in this Section 5, in consideration of the Executive's covenant not to compete set forth in Section 6 of this Agreement, the Company will pay the Executive the Non-Competition Payment. The Non-Competition Payment shall be payable in twelve (12) equal monthly installments on the last day of each month beginning with the month immediately following nonrenewal of this Agreement, and the Executive shall not be required to seek or accept other employment while receiving such payment; PROVIDED, HOWEVER, that the Executive may elect to be released from the covenant not to compete, and if the Executive accepts employment with a competitor (defined with reference to Section 6.1 of this Agreement) of the Company at any time when Non-Competition Payments are being made under this Section 5(b), the Company's obligation with respect to any further Non-Competition Payments shall cease.

Nonrenewal by the Company. Notwithstanding any other provision of this Agreement to the contrary but subject to Section 12(c), the Company may, in connection with the expiration of the Initial Term or any Automatic Renewal Term, decline to renew this Agreement upon the unanimous approval of the Independent Trustees. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Automatic Renewal Term, the Company shall deliver to the Manager prior written notice of the Company's intention not to renew this Agreement not less than one hundred eighty (180) days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date, not less than one hundred eighty (180) days from the date of the notice, on which the Manager shall cease to provide services under this Agreement and this Agreement shall expire and terminate on such date. If the Management Agreement is terminated due to the election by the Company not to renew the same under this Section 10(c), the Company shall be obligated to pay the Manager the Termination Fee within ninety (90) days after the effective date of termination of this Agreement. The obligation to pay the Termination Fee shall survive the expiration or termination of this Agreement.

Nonrenewal by the Company. The Employment Term, and Executive's employment hereunder, shall terminate at the end of the Employment Term following the delivery of a Notice of Nonrenewal by the Company to Executive. Upon such termination, Executive shall receive (i) the Accrued Obligations and (ii) subject to Sections 10(h) and 11(e), (A) cash severance in the form of two (2) times the Base Salary at the rate in effect at the time of termination, payable in equal monthly installments over the Severance Period in accordance with the Company's usual payroll practices, with the first such installment to be paid on the first usual payroll date following the date of such termination of employment, and (B) continued participation in the health insurance benefits of the Company that are provided from time to time to employees of the Company during the Severance Period at the same cost to Executive as that charged to other active employees of the Company; provided, that the Company's obligation to provide health insurance benefits shall cease with respect to such benefits at the time Executive becomes eligible for such benefits from another employer. To the extent that the health insurance benefits provided for in this Section 10(d) are not permissible after termination of employment under the terms of the benefit plans of the Company then in effect (and cannot be provided through the Company's paying the applicable premium for Executive in accordance with COBRA), the Company shall pay to Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and his spouse and dependents, if any, on a non-group basis, for the required period, those health insurance benefits that would otherwise be lost to Executive and his spouse and dependents as a result of Executive's termination, after taking into account any amount Executive would have to pay for such benefits had they been provided through the Company as described above. Except as provided herein, Executive shall have no further rights to any compensation (including any Base Salary or Annual Bonus) or any other benefits under this Agreement. All other accrued and vested benefits, if any, due Executive following a termination pursuant to this Section 10(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance, separation pay or termination plan, policy or program of the C...

Related to Nonrenewal by the Company

Termination by the Company This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by the Company: (a) in order to enter into an Acquisition Agreement pursuant to and in accordance with Section 5.3(c), so long as concurrently with such termination the Company pays the Expense Reimbursement under Section 7.6(b)(i); (b) if Parent or Merger Sub breaches any of their respective representations or warranties, or fails to perform any of their respective covenants or agreements contained in this Agreement, and which breach or failure (i) would, individually or when aggregated with any such other breaches of failures, result in a Parent Material Adverse Effect and (ii) by its nature cannot be cured or has not been cured by Parent or Merger Sub, as applicable, by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after Xxxxxx’s receipt of written notice of such breach from the Company, but only so long as the Company is not then in material breach of its representations or warranties or materially failing to perform its covenants or agreements contained in this Agreement in a manner that would allow Parent to terminate this Agreement under Section 7.3(b); or (c) upon prior written notice to Parent, if Xxxxxx Sub fails to commence the Offer in accordance with the terms of this Agreement hereof on or prior to the fifteenth (15th) Business Day following the date hereof or if Merger Sub fails to consummate the Offer when required to do so in accordance with the terms of this Agreement; provided, however, that the right to terminate this Agreement pursuant to this Section 7.4(c) shall not be available to the Company if the Company is in breach of any representation, warranty, covenant or agreement set forth in this Agreement that has been the proximate cause of, or resulted in, Merger Sub’s failure to commence or consummate the Offer in accordance with the terms of this Agreement.
Waiver by the Company The Company irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Eligible Subsidiary or any other Person.
Other Termination by the Company If the Company terminates Executive’s employment without Cause before this Agreement terminates, or Executive terminates his employment for Good Reason (defined below) before this Agreement terminates, the Company will pay Executive a payment having a present value equal to the compensation and other benefits he would have been entitled to for the remainder of the term if his employment had not terminated. All payments made pursuant to this Section 9(b) shall be completed no later than March 15 of the calendar year following the calendar year in which Executive’s employment terminates.
Notice by the Company The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least 2 Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within 2 Business Days prior to such date. The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.
Release by the Company (a) The Company hereby unconditionally and irrevocably releases and forever discharges each Seller and each of their Representatives (collectively, the “Seller Releasees”) from any and all claims, counterclaims, setoffs, demands, Actions, orders, obligations, contracts, agreements, debts, damages, expenses, losses and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity (collectively, “Company Claims”), which the Company now has, has ever had, or may hereafter have against the Seller Releasees arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing, whether or not relating to Company Claims pending on, or asserted after, the Closing (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Release will operate to release any obligation of Sellers set forth in (i) the Purchase Agreement or any agreement or instrument being executed and delivered pursuant to the Purchase Agreement or (ii) the Employment Agreement or the Separation Agreement. (b) The Company represents and warrants to each Seller Releasee that the Company has not transferred, assigned, or otherwise disposed of any part of or interest in any Company Released Claim. (c) The Company hereby irrevocably covenants not to, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Seller Releasee based upon any Company Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Seller Releasee, the Company shall indemnify and hold harmless each Seller Releasee from and against and shall pay to each Seller Releasee the amount of, or reimburse each Seller Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf of the Company of any Company Released Claim, and (b) the assertion by any third party of any claim or demand against any Seller Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Company against such third party of any Company Released Claim.
For Cause by the Company The Company may terminate the Employee's employment hereunder for cause immediately and with prompt notice to the Employee, which cause shall be determined in good faith solely by the Board of Directors. "Cause" for termination shall include, but is not limited to, the following conduct of the Employee:
Cooperation by the Company If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request.
Without Cause by the Company The Employment Term and this Agreement may be terminated by the Company without Cause (other than by reason of Employee’s death or Disability) following the delivery by the Company of a Notice of Termination to Employee at least 30 days prior to such termination. If Employee’s employment is terminated by the Company without Cause, Employee shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV of this Agreement, and execution and delivery within 60 days after termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in an amount equal to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance with its terms, (b) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid to the majority of other Company employees entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and (c) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other benefits, if any, due Employee following a termination pursuant to this Section VIII.C shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company
Termination by the Company with Cause The Company shall have the right at any time to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.
Termination by the Corporation If the Executive’s employment is terminated by the Corporation upon the giving of written notice of such termination to the Executive at any time within the 6 month period following a Change of Control (other than for Just Cause, Disability or Death), then the Executive shall be entitled to the following: i. such payments on account of severance as provided for under Section 12(b) of this Agreement; and ii. notwithstanding anything to the contrary in Section 12 hereof or in this Agreement, all options granted by the Corporation to the Executive shall, following the giving of any notice by the Corporation under this Section 14(a), be deemed to vest immediately and shall be exercisable by the Executive for a period of 90 days following the giving of such notice by the Corporation hereunder.

Nonrenewal by the Company Sample Clauses

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