Other Termination Events. The Lessor may terminate this Agreement by notice in writing to the other Parties with effect from a date specified in the Notice (being a date that is no earlier than the date on which the Notice is given to the other Parties) where any of the following occurs: (a) the Lessee or the Sublessee does not, within a period of 45 days following delivery to the Lessee or the Sublessee (as the case may be) of a written demand from the Lessor, pay to the Lessor or another person nominated by the Lessor an amount that: (i) has become due and payable under this Agreement or the Integrated Network Deed; and (ii) is not the subject of a bona fide dispute, where the aggregate of that amount and all other amounts that: (iii) have become due and payable (and have not been paid) to the Lessor under this Agreement or the Integrated Network Deed; (iv) have been the subject of a written demand from the Lessor and have not been paid within a period of 45 days following delivery of that written demand; and (v) are not the subject of a bona fide dispute, exceeds $100,000; (b) except as expressly permitted under this Agreement or the Integrated Network Deed, the Lessee or Sublessee: (i) assigns, transfers or otherwise disposes of any of its rights or obligations under this Agreement or the Integrated Network Deed or its right, title or interest in all or any part of the Extension Infrastructure; (ii) subleases, or grants a licence in respect of, its interest in all or any part of the Extension Infrastructure; or (iii) creates or allows to subsist a Security Interest (other than a Permitted Lien) over its rights under this Agreement or the Integrated Network Deed or its interest in all or any part of the Extension Infrastructure; (c) any Major Authorisation held by the Sublessee is suspended or cancelled and: (i) is not re-instated; or (ii) a new one is not issued or granted to the Sublessee, within a period of 120 days following the final completion of the exercise, or expiry, of all rights of review and appeal relating to the suspension or cancellation of the Major Authorisation (as the case may be); (d) without the prior written consent of the Lessor, not to be unreasonably withheld, or otherwise than as a result of a Force Majeure Event, substantially all of the Extension Infrastructure, the Leased Infrastructure and the Other Extension Infrastructure ceases to be used for the purpose of managing and operating a railway for a continuous period of 6 months after the Lessor has notified the Sublessee that it requires that cessation of use to be brought to an end; and (e) each of the following has occurred: (i) the obligations of the Sublessee under clauses 3.2(a) or 6.1 have been breached; (ii) the Lessor has notified the Sublessee that the breach referred to in clause 11.4(e)(i) has occurred and has provided reasonable details of the circumstances constituting that breach to the Sublessee; and (iii) the consequences of the breach have not been remedied or rectified (including by way of the payment or expenditure of all reasonable sums of money) within the later of: (A) 6 months following the giving of the notice under clause 11.4(e)(ii); or (B) if the Sublessee provides written notice to the Lessor within 28 days of the giving of the notice under clause 11.4(e)(ii) that a period in excess of 6 months will be required in order to remedy or rectify the consequences of the breach, such longer period as is detailed in a plan for rectification or remedy of the breach, provided by the Sublessee to the Lessor within 3 months of the giving of the notice under clause 11.4(e)(ii), which nominates a period not in excess of 12 months from the giving of the notice under clause 11.4(e)(ii). Each of the Lessee and the Sublessee must promptly notify the Lessor in writing upon becoming aware of the occurrence of any of the above events.
Appears in 2 contracts
Samples: User Funding – Extension Infrastructure Agreement, User Funding – Extension Infrastructure Agreement
Other Termination Events. The Lessor may terminate this Agreement by notice in writing to the other Parties with effect from a date specified in the Notice (being a date that is no earlier than the date on which the Notice is given to the other Parties) where any of the following occurs:
(a) the Lessee or the Sublessee does not, within a period of 45 days following delivery Notwithstanding anything to the Lessee or contrary in this Agreement, this Agreement may be terminated and the Sublessee (as the case Transactions may be) of a written demand from the Lessor, pay be abandoned at any time prior to the Lessor or another person nominated by the Lessor an amount thatClosing:
(i) has become due by mutual written consent of SDTS, SU and payable under this Agreement or the Integrated Network Deed; andOncor;
(ii) by SDTS and Oncor (acting jointly), if there has been a breach by SU of any representation, warranty, covenant or agreement contained in this Agreement and such breach (A) if it occurred or was continuing as of the Closing Date, would give rise to the failure of a condition to the obligations of SDTS and Oncor under Section 6.03 and (B) is not cured within the subject earlier of a bona fide dispute(x) 30 days after receipt by SU of written notice thereof from Oncor (which notice shall specify in reasonable detail the nature of such breach), where and (y) the aggregate Outside Date; provided, however, that SDTS and Oncor shall not have the right to terminate this Agreement pursuant to this subparagraph (ii) if either such party is in breach in any material respect of that amount and all other amounts that:its representations, warranties, covenants or agreements contained in this Agreement;
(iii) have become due by SU, if there has been a breach by SDTS or Oncor of any representation, warranty, covenant or agreement contained in this Agreement and payable such breach (and have not been paidA) if it occurred or was continuing as of the Closing Date, would give rise to the Lessor failure of a condition to the obligations of SU under Section 6.02 and (B) is not cured within the earlier of (x) 30 days after receipt by the breaching party (Oncor or SDTS, as applicable), of written notice thereof from SU (which notice shall specify in reasonable detail the nature of such breach), and (y) the Outside Date; provided, however, that SU shall not have the right to terminate this Agreement pursuant to this subparagraph (iii) if (x) the applicable breach of any representation, warranty, covenant or the Integrated Network Deedagreement (1) constitutes an Excluded Breach of Representations or (2) results from any Disqualifying Operator Conduct or (y) if SU is in breach in any material respect of its representations, warranties, covenants or agreements contained in this Agreement;
(iv) have been by Oncor or SU, if the subject PUCT issues an Order that (A) imposes (in the case of a written demand from termination by Oncor) a NTX Burdensome Condition or (in the Lessor and have case of termination by SU) a STX Burdensome Condition (each of which has not been paid accepted by the party adversely impacted by such NTX Burdensome Condition or STX Burdensome Condition, as applicable) or (B) (x) in the case of a termination by Oncor, denies any SDTS Regulatory Condition or imposes any condition that would cause the failure of an SDTS Regulatory Condition or (y) in the case of termination by SU, denies any SU Regulatory Condition or imposes any condition that would cause the failure of an SU Regulatory Condition, and within a period of 45 30 days following delivery the date that such Order becomes final pursuant to APA 2001.144, such Order has not been vacated, or materially modified such that there is no NTX Burdensome Condition or STX Burdensome Condition (as applicable) or failure of that written demand; andan SDTS Regulatory Condition or SU Regulatory Condition (as applicable);
(v) are by Oncor or SU, if the Closing does not occur prior to or on the subject date that is 270 days after the date of a bona fide dispute, exceeds $100,000;
(b) except as expressly permitted under this Agreement (the “Initial Outside Date”); provided, however, that the Initial Outside Date shall automatically and without any action required by any party be extended for the same period of time (up to a maximum of 180 days beyond the Initial Outside Date) that the Initial Termination Date (as defined in the HIFR Merger Agreement) is extended (x) pursuant to Section 7.1(b)(i) of the HIFR Merger Agreement or (y) by the applicable parties to the HIFR Merger Agreement (the Initial Outside Date or the Integrated Network Deed, date to which it is extended from time to time in accordance with and subject to the Lessee or Sublessee:
(i) assigns, transfers or otherwise disposes of any of its rights or obligations under limitations contained in this Agreement or the Integrated Network Deed or its right, title or interest in all or any part of the Extension Infrastructure;
(ii) subleases, or grants a licence in respect of, its interest in all or any part of the Extension Infrastructure; or
(iii) creates or allows to subsist a Security Interest (other than a Permitted Lien) over its rights under this Agreement or the Integrated Network Deed or its interest in all or any part of the Extension Infrastructure;
(c) any Major Authorisation held by the Sublessee is suspended or cancelled and:
(iSection 7.02(a)(v) is not re-instated; or
(ii) a new one is not issued or granted referred to the Sublessee, within a period of 120 days following the final completion of the exercise, or expiry, of all rights of review and appeal relating to the suspension or cancellation of the Major Authorisation (herein as the case may be);
(d) without the prior written consent of the Lessor, not to be unreasonably withheld, or otherwise than as a result of a Force Majeure Event, substantially all of the Extension Infrastructure, the Leased Infrastructure and the Other Extension Infrastructure ceases to be used for the purpose of managing and operating a railway for a continuous period of 6 months after the Lessor has notified the Sublessee that it requires that cessation of use to be brought to an end; and
(e) each of the following has occurred:
(i) the obligations of the Sublessee under clauses 3.2(a) or 6.1 have been breached;
(ii) the Lessor has notified the Sublessee that the breach referred to in clause 11.4(e)(i) has occurred and has provided reasonable details of the circumstances constituting that breach to the Sublessee; and
(iii) the consequences of the breach have not been remedied or rectified (including by way of the payment or expenditure of all reasonable sums of money) within the later of:
(A) 6 months following the giving of the notice under clause 11.4(e)(ii“Outside Date”); or
(Bvi) by SDTS and Oncor (acting jointly) or SU, if the Sublessee provides written notice to the Lessor within 28 days any court of the giving of the notice under clause 11.4(e)(ii) that a period in excess of 6 months will be required in order to remedy competent jurisdiction or rectify the consequences of the breachother Governmental Entity shall have issued an Order restraining, such longer period as is detailed in a plan for rectification enjoining or remedy of the breach, provided by the Sublessee to the Lessor within 3 months of the giving of the notice under clause 11.4(e)(ii), which nominates a period not in excess of 12 months from the giving of the notice under clause 11.4(e)(ii). Each of the Lessee and the Sublessee must promptly notify the Lessor in writing upon becoming aware of the occurrence of otherwise prohibiting any of the above eventsTransactions contemplated by this Agreement and such Order shall have become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 7.02(a)(vi) shall not be available to any party if the issuance of such judgment, order, injunction, rule or decree was primarily attributable to the failure of such party to perform its obligations under this Agreement.
(b) In the event of a termination of this Agreement pursuant to this Section 7.02, written notice thereof shall forthwith be given to each other party and the Transactions shall thereupon be abandoned, without further action by any party.
Appears in 2 contracts
Samples: Merger Agreement (Hunt Consolidated, Inc.), Merger Agreement (InfraREIT, Inc.)
Other Termination Events. The Lessor may terminate this Agreement (i) If your employment relationship with the Company and each of its Subsidiaries by notice in writing which you are employed is terminated prior to the other Parties with effect from Vesting Date as a date specified in the Notice (being a date that is no earlier than the date on which the Notice is given to the other Parties) where result of any of the following occursevents:
A. your death;
B. your Disability;
C. your Normal Retirement; or
D. a termination by the Company and its Subsidiaries that is not a Termination for Cause or a termination by you that is a Termination for Good Reason; then, notwithstanding Section 2 of this Agreement, this Option shall become vested and exercisable as to a number of shares of Stock equal to the product of (aI) the Lessee or total number of shares of Stock initially subject to this Option times (II) a fraction, the Sublessee does notnumerator of which is the number of full months (counting the month in which your termination of employment occurs as a full month), within beginning with the first full month following the date of this Agreement, during which you were employed by the Company and/or any Subsidiary and the denominator of which is 36; provided, that, if application of the foregoing calculation would result in you becoming vested in a period fractional number of 45 days following delivery shares, the number of vested shares shall be rounded up to the Lessee or nearest whole share. The portion, if any, of this Option that thereby becomes vested and exercisable may be exercised by you at any time during the Sublessee (period specified in Section 4(c)(ii) below. The portion, if any, of this Option that does not thereby become vested and exercisable as of the case may be) date of a written demand from the Lessor, pay to termination of your employment relationship shall terminate as of the Lessor or another person nominated by the Lessor an amount that:
(i) has date of termination and shall never become due and payable under this Agreement or the Integrated Network Deed; andexercisable.
(ii) If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated for one of the reasons specified in clauses (A), (B) or (D) of Section 4(c)(i) above, then this Option, to the extent then vested and exercisable (including pursuant to Section 4(c)(i) above), may be exercised by you at any time during the period ending on the earlier to occur of (A) the date that is six (6) months following such termination, or (B) the Expiration Date; provided, that, if any such termination (I) is a termination by the Company and its Subsidiaries that is not a Termination for Cause or a termination by you that is a Termination for Good Reason and (II) occurs upon or following the subject occurrence of a bona fide disputeChange in Control, where then this Option, to the aggregate extent then vested and exercisable, may be exercised by you at any time prior to the Expiration Date. If your employment relationship with the Company and each of that amount its Subsidiaries by which you are employed is terminated for the reason specified in clause (C) of Section 4(c)(i) above, then this Option, to the extent then vested and all other amounts that:exercisable, may be exercised by you at any time prior to the Expiration Date.
(iii) For purposes of this Section 4(c), “Disability” shall have become due the meaning ascribed to it in the Severance Agreement between you and payable (and have not been paid) to the Lessor under this Agreement Company or the Integrated Network Deed;
(iv) have been the subject of a written demand from the Lessor and have not been paid within a period of 45 days following delivery of that written demand; and
(v) are not the subject of a bona fide dispute, exceeds $100,000;
(b) except as expressly permitted under this Agreement or the Integrated Network Deed, the Lessee or Sublessee:
(i) assigns, transfers or otherwise disposes of any one of its rights Subsidiaries; and “Normal Retirement” shall mean the termination of your employment relationship with the Company and each of its Subsidiaries by which you are employed due to your retirement on or obligations under this Agreement or the Integrated Network Deed or its right, title or interest in all or any part of the Extension Infrastructure;
(ii) subleases, or grants a licence in respect of, its interest in all or any part of the Extension Infrastructure; or
(iii) creates or allows to subsist a Security Interest (other than a Permitted Lien) over its rights under this Agreement or the Integrated Network Deed or its interest in all or any part of the Extension Infrastructure;
(c) any Major Authorisation held by the Sublessee is suspended or cancelled and:
(i) is not re-instated; or
(ii) a new one is not issued or granted to the Sublessee, within a period of 120 days following the final completion of the exercise, or expiry, of all rights of review and appeal relating to the suspension or cancellation of the Major Authorisation (as the case may be);
(d) without the prior written consent of the Lessor, not to be unreasonably withheld, or otherwise than as a result of a Force Majeure Event, substantially all of the Extension Infrastructure, the Leased Infrastructure and the Other Extension Infrastructure ceases to be used for the purpose of managing and operating a railway for a continuous period of 6 months after the Lessor has notified the Sublessee that it requires that cessation of use to be brought to an end; and
(e) each of the following has occurred:
(i) the obligations of the Sublessee under clauses 3.2(a) or 6.1 have been breached;
(ii) the Lessor has notified the Sublessee that the breach referred to in clause 11.4(e)(i) has occurred and has provided reasonable details of the circumstances constituting that breach to the Sublessee; and
(iii) the consequences of the breach have not been remedied or rectified (including by way of the payment or expenditure of all reasonable sums of money) within the later of:
(A) 6 months following the giving of the notice under clause 11.4(e)(ii); or
(B) if the Sublessee provides written notice to the Lessor within 28 days of the giving of the notice under clause 11.4(e)(ii) that a period in excess of 6 months will be required in order to remedy or rectify the consequences of the breach, such longer period as is detailed in a plan for rectification or remedy of the breach, provided by the Sublessee to the Lessor within 3 months of the giving of the notice under clause 11.4(e)(ii), which nominates a period not in excess of 12 months from the giving of the notice under clause 11.4(e)(ii). Each of the Lessee and the Sublessee must promptly notify the Lessor in writing upon becoming aware of the occurrence of any of the above eventsdate you attain age 60.
Appears in 2 contracts
Samples: Nonstatutory Stock Option Agreement, Nonstatutory Stock Option Agreement (Pioneer Natural Resources Co)
Other Termination Events. The Lessor may terminate this Agreement by notice in writing to the other Parties with effect from a date specified in the Notice notice (being a date that is no earlier than the date on which the Notice notice is given to the other Parties) where any of the following occurs:
(a) the Lessee or the Sublessee does not, within a period of 45 days following delivery to the Lessee or the Sublessee (as the case may be) of a written demand from the Lessor, pay to the Lessor or another person nominated by the Lessor an amount that:
(i) has become due and payable under this Agreement or the Integrated Network Deed; and
(ii) is not the subject of a bona fide dispute, where the aggregate of that amount and all other amounts that:
(iii) have become due and payable (and have not been paid) to the Lessor under this Agreement or the Integrated Network Deed;
(iv) have been the subject of a written demand from the Lessor and have not been paid within a period of 45 days following delivery of that written demand; and
(v) are not the subject of a bona fide dispute, exceeds $100,000;
(b) except as expressly permitted under this Agreement or the Integrated Network Deed, the Lessee or the Sublessee:
(i) assigns, transfers or otherwise disposes of any of its rights or obligations under this Agreement or the Integrated Network Deed or its right, title or interest in all or any part of the Extension Infrastructure;
(ii) subleases, or grants a licence in respect of, its interest in all or any part of the Extension Infrastructure; or
(iii) creates or allows to subsist a Security Interest (other than a Permitted Lien) over its rights under this Agreement or the Integrated Network Deed or its interest in all or any part of the Extension Infrastructure;
(c) any Major Authorisation held by the Sublessee is suspended or cancelled and:
(i) is not re-instated; or
(ii) a new one is not issued or granted to the SublesseeLessee or the Sublessee (as the case requires), within a period of 120 days following the final completion of the exercise, or expiry, of all rights of review and appeal relating to the suspension or cancellation of the Major Authorisation (as the case may be);
(d) without the prior written consent of the Lessor, not to be unreasonably withheld, or otherwise than as a result of a Force Majeure Event, substantially all of the Extension Infrastructure, the Leased Infrastructure and the Other Extension Infrastructure ceases to be used for the purpose of managing and operating a railway for a continuous period of 6 months after the Lessor has notified the Sublessee that it requires that cessation of use to be brought to an end; and;
(e) each of the following has occurred:
(i) the obligations of the Sublessee under clauses 3.2(a3.3(a) or 6.1 have been breached;
(ii) the Lessor has notified the Sublessee that the breach referred to in clause 11.4(e)(i) has occurred and has provided reasonable details of the circumstances constituting that breach to the Sublessee; and
(iii) the consequences of the breach have not been remedied or rectified (including by way of the payment or expenditure of all reasonable sums of money) within the later of:
(A) 6 months following the giving of the notice under clause 11.4(e)(ii); or
(B) if the Sublessee provides written notice to the Lessor within 28 days of the giving of the notice under clause 11.4(e)(ii) that a period in excess of 6 months will be required in order to remedy or rectify the consequences of the breach, such longer period as is detailed in a plan for rectification or remedy of the breach, provided by the Sublessee to the Lessor within 3 months of the giving of the notice under clause 11.4(e)(ii), which nominates a period not in excess of 12 months from the giving of the notice under clause 11.4(e)(ii); or
(f) the Lessee uses the Extension Infrastructure at any time while a Sublease is on foot other than where authorised or permitted under the Transaction Documents. Each of the Lessee and the Sublessee must promptly notify the Lessor in writing upon becoming aware of the occurrence of any of the above events.
Appears in 1 contract
Other Termination Events. The Lessor This Agreement may terminate this Agreement by notice in writing be terminated and the Asset Purchase abandoned at any time prior to the other Parties with effect from a date specified in the Notice (being a date that is no earlier than the date on which the Notice is given to the other Parties) where any of the following occursClosing Date:
(a) the Lessee or the Sublessee does not, within a period by mutual consent of 45 days following delivery to the Lessee or the Sublessee (as the case may be) of a written demand from the Lessor, pay to the Lessor or another person nominated by the Lessor an amount that:
(i) has become due Seller and payable under this Agreement or the Integrated Network Deed; and
(ii) is not the subject of a bona fide dispute, where the aggregate of that amount and all other amounts that:
(iii) have become due and payable (and have not been paid) to the Lessor under this Agreement or the Integrated Network Deed;
(iv) have been the subject of a written demand from the Lessor and have not been paid within a period of 45 days following delivery of that written demand; and
(v) are not the subject of a bona fide dispute, exceeds $100,000Buyer;
(b) except as expressly permitted under this Agreement by Seller or the Integrated Network Deed, the Lessee or Sublessee:
Buyer if (i) assignsa Governmental Entity of competent jurisdiction shall have issued an order, transfers decree or ruling or taken any other action (including the failure to have taken an action), in any case having the effect of permanently restraining, enjoining or otherwise disposes of any of its rights prohibiting the Asset Purchase or obligations under other transactions contemplated by this Agreement Agreement, which order, decree, ruling or the Integrated Network Deed other action is final and nonappealable, or its right, title or interest in all or any part of the Extension Infrastructure;
(ii) subleasesthere shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated by this Agreement and the Ancillary Agreements that would make consummation thereof illegal; provided, however, that the right to terminate this Agreement under this Section 9.2(b) shall not be available to any party whose failure to comply with any provision of this Agreement has been the cause of, or grants a licence in respect ofresulted in, its interest in all such order, decree, ruling, action or any part of the Extension Infrastructure; or
(iii) creates or allows to subsist a Security Interest (other than a Permitted Lien) over its rights under this Agreement or the Integrated Network Deed or its interest in all or any part of the Extension InfrastructureLaw;
(c) by Buyer upon a breach of any Major Authorisation held by representation or warranty on the Sublessee is suspended part of Seller set forth in this Agreement, or cancelled and:
(iif any representation or warranty of Seller shall have become untrue, in either case such that the condition set forth in Section 7.2(a) is would not re-instated; or
(ii) a new one is not issued or granted to the Sublessee, within a period of 120 days following the final completion be satisfied as of the exercise, time of such breach or expiry, of all rights of review and appeal relating to the suspension or cancellation as of the Major Authorisation time such representation or warranty shall have become untrue hereunder and in any such case such breach shall be incapable of being cured or shall not have been cured in all material respects within ten (as the case may be);10) Business Days after written notice thereof shall have been received by Seller; and
(d) without by Seller upon a breach of any representation or warranty on the prior written consent part of Buyer set forth in this Agreement, or if any representation or warranty of Buyer shall have become untrue, in either case such that the condition set forth in Section 7.3(a) would not be satisfied as of the Lessor, not to be unreasonably withheld, time of such breach or otherwise than as a result of a Force Majeure Event, substantially all of the Extension Infrastructure, the Leased Infrastructure time such representation or warranty shall have become untrue hereunder and the Other Extension Infrastructure ceases to in any such case such breach shall be used for the purpose incapable of managing and operating a railway for a continuous period of 6 months after the Lessor has notified the Sublessee that it requires that cessation of use to be brought to an end; and
(e) each of the following has occurred:
(i) the obligations of the Sublessee under clauses 3.2(a) being cured or 6.1 shall not have been breached;
cured in all material respects within ten (ii10) the Lessor has notified the Sublessee that the breach referred to in clause 11.4(e)(i) has occurred and has provided reasonable details of the circumstances constituting that breach to the Sublessee; and
(iii) the consequences of the breach have not been remedied or rectified (including by way of the payment or expenditure of all reasonable sums of money) within the later of:
(A) 6 months following the giving of the notice under clause 11.4(e)(ii); or
(B) if the Sublessee provides Business Days after written notice to the Lessor within 28 days of the giving of the notice under clause 11.4(e)(ii) that a period in excess of 6 months will be required in order to remedy or rectify the consequences of the breach, such longer period as is detailed in a plan for rectification or remedy of the breach, provided thereof shall have been received by the Sublessee to the Lessor within 3 months of the giving of the notice under clause 11.4(e)(ii), which nominates a period not in excess of 12 months from the giving of the notice under clause 11.4(e)(ii). Each of the Lessee and the Sublessee must promptly notify the Lessor in writing upon becoming aware of the occurrence of any of the above eventsBuyer.
Appears in 1 contract
Other Termination Events. The Lessor may terminate Except as otherwise provided in this Agreement by notice in writing to Section 4(e), the other Parties with effect from a date specified in the Notice (being a date Executive hereby agrees that is no earlier than the date on which the Notice is given to the other Partiesseverance payments or benefits under Section 4(b) where any shall be payable or provided upon termination of the following occurs:
(a) Executive’s employment with the Lessee or the Sublessee does not, within a period of 45 days following delivery to the Lessee or the Sublessee (as the case may be) of a written demand from the Lessor, pay to the Lessor or another person nominated by the Lessor an amount that:
Company (i) has become due and payable under this Agreement or by the Integrated Network DeedCompany for Cause; and
(ii) is not by the subject of a bona fide dispute, where the aggregate of that amount and all other amounts that:
Executive without Good Reason; (iii) have become due and payable (and have not been paid) to the Lessor under this Agreement or the Integrated Network Deed;
(iv) have been the subject of a written demand from the Lessor and have not been paid within a period of 45 days following delivery of that written demand; and
(v) are not the subject of a bona fide dispute, exceeds $100,000;
(b) except as expressly permitted under this Agreement or the Integrated Network Deed, the Lessee or Sublessee:
(i) assigns, transfers or otherwise disposes of any of its rights or obligations under this Agreement or the Integrated Network Deed or its right, title or interest in all or any part of the Extension Infrastructure;
(ii) subleases, or grants a licence in respect of, its interest in all or any part of the Extension Infrastructure; or
(iii) creates or allows to subsist a Security Interest (other than a Permitted Lien) over its rights under this Agreement or the Integrated Network Deed or its interest in all or any part of the Extension Infrastructure;
(c) any Major Authorisation held by the Sublessee is suspended or cancelled and:
(i) is not re-instated; or
(ii) a new one is not issued or granted to the Sublessee, within a period of 120 days following the final completion of the exercise, or expiry, of all rights of review and appeal relating to the suspension or cancellation of the Major Authorisation (as the case may be);
(d) without the prior written consent of the Lessor, not to be unreasonably withheld, or otherwise than as a result of the Executive’s death or Permanent Disability; or (iv) as a Force Majeure Event, substantially all result of non-renewal of the Extension InfrastructureEmployment Period by either the Executive or the Company pursuant to Section 2(a), the Leased Infrastructure and the Other Extension Infrastructure ceases to be used Executive hereby waives any claim for such severance payment or benefits except for the purpose of managing and operating a railway for a continuous period of 6 months Accrued Benefits. Notwithstanding the foregoing, in the event that, on or after the Lessor has notified the Sublessee that it requires that cessation of use to be brought to an end; and
(e) each third anniversary of the following has occurred:
Effective Date, this Agreement expires due to non-renewal by either Party or the Executive terminates his employment without Good Reason, in either case when no circumstances exist that would constitute grounds for termination of the Executive’s employment by the Company for Cause, then, in addition to the Accrued Benefits, and subject to the Executive’s timely execution and non-revocation of a Separation Agreement and Release: (i) the obligations of Company shall pay the Sublessee under clauses 3.2(aExecutive the Earned Performance Bonus (if any) or 6.1 have been breached;
in accordance with Section 4(b)(ii) and the Pro-Rata Bonus (if any) in accordance with Section 4(b)(iii), (ii) the Lessor has notified Executive’s outstanding unvested stock options and other equity awards shall not be forfeited upon such termination, and instead shall continue to become vested and exercisable (as applicable) following such termination on the Sublessee that the breach referred to in clause 11.4(e)(i) has occurred and has provided reasonable details regularly scheduled vesting dates of the circumstances constituting that breach applicable awards (and subject to the Sublessee; and
achievement of any applicable performance objectives as determined following the end of any applicable performance period), notwithstanding such termination of the Executive’s employment, and (iii) all vested stock options held by the consequences of the breach have not been remedied or rectified Executive shall be exercisable for five (including by way of the payment or expenditure of all reasonable sums of money5) within years after the later of:
of (A) 6 months following the giving Date of the notice under clause 11.4(e)(ii); or
Termination or (B) if the Sublessee provides written notice date that such stock option became vested and exercisable pursuant to this Section 4(e) (but, for purposes of clarity, in no event later than the Lessor within 28 days of latest date under which the giving of the notice applicable stock option could have expired in accordance with its original terms under clause 11.4(e)(ii) that a period in excess of 6 months will be required in order to remedy or rectify the consequences of the breach, such longer period as is detailed in a plan for rectification or remedy of the breach, provided by the Sublessee to the Lessor within 3 months of the giving of the notice under clause 11.4(e)(iiany circumstances), which nominates a period not in excess of 12 months from the giving of the notice under clause 11.4(e)(ii). Each of the Lessee and the Sublessee must promptly notify the Lessor in writing upon becoming aware of the occurrence of any of the above events.
Appears in 1 contract
Samples: Executive Employment Agreement (Aspen Aerogels Inc)
Other Termination Events. The Lessor This Agreement may terminate this Agreement by notice in writing to also be terminated after the other Parties with effect from a date specified in the Notice (being a date that is no earlier than the date on which the Notice is given to the other Parties) where any Date of the following occursDeposit:
(a) the Lessee or the Sublessee does not, within a period of 45 days following delivery by written notice delivered to the Lessee other parties hereto at or the Sublessee (as the case may be) of a written demand from the Lessor, pay prior to the Lessor or another person nominated by the Lessor an amount that:Closing
(i) has become due and payable under by (A) Buyer if a Breach of any provision of this Agreement has been committed by any Seller or by the Integrated Network Deed; and
Company or (iiB) is not the subject Company if a Breach of a bona fide disputeany provision of this Agreement has been committed by the Buyer, where the aggregate of that amount and all other amounts that:
such Breach set forth in (iiiA) have become due and payable or (and have B) has not been paidwaived, or cured within ten (10) days after receipt of written notice of such Breach by the party against whom such Breach is alleged; provided, however, that the Buyer shall not be permitted to the Lessor under terminate this Agreement based on any Breach by the Company or Seller which relates in any manner to Technair unless Buyer can demonstrate that such Breach resulted primarily from actions of the Integrated Network Deed;
(iv) have been the subject of a written demand from the Lessor and have not been paid within a period of 45 days following delivery of that written demand; and
(v) are not the subject of a bona fide dispute, exceeds $100,000;
(b) except as expressly permitted under Company and/or Sellers unrelated to this Agreement or the Integrated Network DeedAgreement, the Lessee Contemplated Transactions or Sublessee:
(i) assigns, transfers or otherwise disposes of any of its rights or obligations under this Agreement or the Integrated Network Deed or its right, title or interest in all or any part of the Extension Infrastructure;
(ii) subleases, or grants a licence in respect of, its interest in all or any part of the Extension Infrastructure; or
(iii) creates or allows to subsist a Security Interest (other than a Permitted Lien) over its rights under this Agreement or the Integrated Network Deed or its interest in all or any part of the Extension Infrastructure;
(c) any Major Authorisation held by the Sublessee is suspended or cancelled and:
(i) is not re-instatedBuyer's discussions with Technair; or
(ii) a new one is not issued or granted by the Buyer if the supplements to the SublesseeCompany Disclosure Schedule, within made pursuant to Section 6.5, disclose a period of 120 days following material adverse change in the final completion business, financial position or operating results of the exerciseCompany, or expiry, of all rights of review and appeal relating from that set forth on the Company Disclosure Schedule as delivered to the suspension Buyer on the date hereof and supplemented on or cancellation before the Date of the Major Authorisation Deposit;
(b) by written notice delivered to the other parties hereto at or prior to the Closing
(i) by Buyer if any of the conditions in Section 8 has not been satisfied as of the case may be)Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or
(ii) by Sellers owning a majority of the Shares or the Company, if any of the conditions in Section 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers or the Company to comply with their obligations under this Agreement) and Sellers and the Company have not waived such condition on or before the Closing Date;
(c) by mutual consent of Buyer and the Company; or
(d) without by written notice delivered to the prior written consent other parties hereto at any time after March 15, 1996 by the Buyer, the Company or Sellers holding a majority of the LessorShares, not to be unreasonably withheld, or otherwise than as a result of a Force Majeure Event, substantially all of the Extension Infrastructure, the Leased Infrastructure and the Other Extension Infrastructure ceases to be used for the purpose of managing and operating a railway for a continuous period of 6 months after the Lessor has notified the Sublessee that it requires that cessation of use to be brought to an end; and
(e) each of the following has occurred:
(i) the obligations of the Sublessee under clauses 3.2(a) or 6.1 have been breached;
(ii) the Lessor has notified the Sublessee that the breach referred to in clause 11.4(e)(i) has occurred and has provided reasonable details of the circumstances constituting that breach to the Sublessee; and
(iii) the consequences of the breach have not been remedied or rectified (including by way of the payment or expenditure of all reasonable sums of money) within the later of:
(A) 6 months following the giving of the notice under clause 11.4(e)(ii); or
(B) if the Sublessee provides written notice to Closing has not occurred (other than through the Lessor within 28 days of the giving of the notice under clause 11.4(e)(ii) that a period in excess of 6 months will be required in order to remedy or rectify the consequences of the breach, such longer period as is detailed in a plan for rectification or remedy of the breach, provided by the Sublessee to the Lessor within 3 months of the giving of the notice under clause 11.4(e)(ii), which nominates a period not in excess of 12 months from the giving of the notice under clause 11.4(e)(ii). Each of the Lessee and the Sublessee must promptly notify the Lessor in writing upon becoming aware of the occurrence failure of any of party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before March 15, 1996 or such later date as the above eventsparties may agree upon.
Appears in 1 contract
Samples: Stock Purchase Agreement (Emcon)
Other Termination Events. The Lessor may terminate this Agreement by notice in writing Notwithstanding anything to the other Parties with effect from a date specified contrary herein:
(A) In the event that Participant’s employment under the Employment Agreement is terminated pursuant to Section 7(d) of the Employment Agreement, or if Participant gives notice of non-renewal of the “Employment Term” (as defined in the Notice Employment Agreement) pursuant to Section 2 of the Employment Agreement, Participant shall be treated as if Participant were still employed by the Company for a period of two years following the “Termination Date” (being as defined in the Employment Agreement); provided, that if Participant’s termination of employment is due to the expiration of the Employment Term due to either party’s giving notice of non-extension of the Employment Term in accordance with Section 2 of the Employment Agreement, then Participant shall be treated as if Participant were still employed by the Company for a date period of 27 months following the Termination Date. For clarity, there shall be no acceleration of vesting; Participant shall be permitted to continue to vest in this Award on the same schedule that Participant would have vested in this Award had Participant continued to be employed during such two-year or 27-month period, as applicable (subject, to the achievement of the applicable performance criteria in the case of the Performance-Based RSUs), and the Restricted Stock Units do not vest by the terms set forth in this Agreement, such Restricted Stock Units shall be forfeited (and if any Restricted Stock Units could not possibly vest by the end of such two-year or 27-month period, such Restricted Stock Units shall be forfeited immediately upon the Termination Date).
(B) In the event that Participant’s employment under the Employment Agreement is no earlier than terminated pursuant to Section 7(d) of the Employment Agreement, or upon expiration of the Employment Term due to the Company’s giving Participant notice of its desire not to extend the Employment Term in accordance with Section 2 of the Employment Agreement, in each case within 12 months following a Change in Control occurs, or if Participant’s employment under the Employment Agreement is involuntarily terminated by the Company prior to the date on which the Notice Change in Control occurs, and it is given to reasonably demonstrated by Participant that such termination of employment (x) was at the other Parties) where any of the following occurs:
(a) the Lessee or the Sublessee does not, within a period of 45 days following delivery to the Lessee or the Sublessee (as the case may be) request of a written demand from the Lessor, pay third party who has taken steps reasonably calculated to the Lessor effect a Change in Control or another person nominated by the Lessor an amount that:
(iy) has become due and payable under this Agreement otherwise arose in connection with or the Integrated Network Deed; and
(ii) is not the subject anticipation of a bona fide disputeChange in Control, where the aggregate of that amount and all other amounts that:
(iii) have become due and payable (and have not been paid) to the Lessor under this Agreement or the Integrated Network Deed;
(iv) have been the subject of a written demand from the Lessor and have not been paid within a period of 45 days following delivery of that written demand; and
(v) are not the subject of a bona fide dispute, exceeds $100,000;
(b) except as expressly permitted under this Agreement or the Integrated Network Deed, the Lessee or Sublessee:
(i) assigns, transfers or otherwise disposes of then any of its rights or obligations under this Agreement or the Integrated Network Deed or its right, title or interest in all or any part of the Extension Infrastructure;
(ii) subleases, or grants a licence in respect of, its interest in all or any part of the Extension Infrastructure; or
(iii) creates or allows to subsist a Security Interest (other than a Permitted Lien) over its rights under this Agreement or the Integrated Network Deed or its interest in all or any part of the Extension Infrastructure;
(c) any Major Authorisation held by the Sublessee is suspended or cancelled and:
(i) is not re-instated; or
(ii) a new one is not issued or unvested Restricted Stock Units granted to the Sublessee, within a period of 120 days following the final completion of the exercise, or expiry, of all rights of review and appeal relating Participant pursuant to the suspension or cancellation of the Major Authorisation (as the case may be);
(d) without the prior written consent of the Lessor, not to be unreasonably withheld, or otherwise than as a result of a Force Majeure Event, substantially all of the Extension Infrastructure, the Leased Infrastructure and the Other Extension Infrastructure ceases to be used for the purpose of managing and operating a railway for a continuous period of 6 months after the Lessor has notified the Sublessee that it requires that cessation of use to be brought to an end; and
(e) each of the following has occurred:
(i) the obligations of the Sublessee under clauses 3.2(a) or 6.1 have been breached;
(ii) the Lessor has notified the Sublessee that the breach referred to in clause 11.4(e)(i) has occurred and has provided reasonable details of the circumstances constituting that breach to the Sublessee; and
(iii) the consequences of the breach have not been remedied or rectified (including by way of the payment or expenditure of all reasonable sums of money) within the later of:
(A) 6 months following the giving of the notice under clause 11.4(e)(ii); or
(B) if the Sublessee provides written notice to the Lessor within 28 days of the giving of the notice under clause 11.4(e)(ii) that a period in excess of 6 months will be required in order to remedy or rectify the consequences of the breach, such longer period as is detailed in a plan for rectification or remedy of the breach, provided by the Sublessee to the Lessor within 3 months of the giving of the notice under clause 11.4(e)(ii), which nominates a period not in excess of 12 months from the giving of the notice under clause 11.4(e)(ii). Each of the Lessee and the Sublessee must promptly notify the Lessor in writing upon becoming aware of the occurrence of any of the above eventsthis Award shall become fully vested.]
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (ExlService Holdings, Inc.)
