Reasons for Termination. Executive’s employment hereunder may or will be terminated during the Employment Period under the following circumstances:
Reasons for Termination. This Agreement, by prompt written notice given to the other parties prior to or at the Closing, may be terminated:
(a) by mutual consent of the Boards of Directors of Columbia and Stewardship;
(b) by either party in the event a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing; or
(c) by either party in the event any approval, consent or waiver of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party);
(d) by Stewardship if:
(i) the Closing has not occurred by April 30, 2020 (the “Termination Date”); provided, however, that Stewardship will not be entitled to terminate this Agreement pursuant to this clause (d)(i) if (x) Stewardship’s failure to comply in all material respects with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement, (y) Stewardship has refused, after satisfaction of the conditions set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.12, or (z) the circumstances or events underlying the termination rights set forth in clause (d)(iv) of this Section 8.1 will have occurred;
(ii) Columbia will have breached any representation, warranty or agreement of Columbia in this Agreement in such case that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Stewardship to Columbia;
(iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote;
(iv) (A) Stewardship will have delivered to Columbia a written notice of the intent of Stewardship to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days have elapsed following delivery to Columbia of such written notice by Stewardship, (C) during such five (5) Business Day period Stewardship has fully complied wi...
Reasons for Termination. Executive’s employment may be terminated by the Company or Executive at any time for any reason. However, for purposes of this Agreement, the reasons for the termination of Executive’s employment will be categorized as follows:
Reasons for Termination. The Employment Term of the Executive shall be terminated upon the occurrence of any of the following events:
(a) Immediately upon the death of the Executive.
(b) At the Company’s option, upon the Executive’s (i) violation of a material company policy or failure to perform any of the material duties or obligations under this Agreement; or (ii) upon any dishonesty or any kind of willful misconduct of the Executive, including but not limited to, theft of or other unauthorized personal use of company funds (termination under (i) or (ii) shall mean “for Cause”). The Executive may be terminated under paragraph 8.01(b)(i) only following thirty (30) days’ written notice to the Executive explaining the basis of the termination and his failure to cure such breach within thirty (30) days of the date of the Company’s notice. The Executive may be terminated under paragraph 8.01(b)(ii) only following ten (10) days’ written notice to the executive of the basis for the termination and an opportunity to dispute the same.
(c) At the Company’s option, if the Executive shall suffer a permanent disability. For purposes of this Agreement, “permanent disability” shall be defined to mean if Executive becomes eligible to receive benefits under company’s long term disability plan. If there is no such long term disability plan, Executive will be deemed to be disabled if the Executive is disabled for purposes of the federal Social Security Act.
(d) At the Company’s option, without Cause, upon thirty (30) days’ prior written notice.
(e) At the Executive’s option, without cause, at any time.
(f) At the Executive’s option, upon the Company’s breach of any of its material obligations under this Agreement or for Good Reason; provided that Executive has given the Company at least ten (10) days’ prior written notice of the nature of such breach and the Company has failed to cure such breach within a thirty (30) day period. For purposes herein, “Good Reason” means without the Executive’s express written consent, the assignment to the Executive of any duties or responsibilities inconsistent with the Executive’s position, or a material change in the Executive’s reporting responsibilities, titles, or offices as described under Article II, or any removal of the Executive from, or any failure to re-elect the Executive to, and such positions, except in connection with the termination of the Executive for Cause, or his disability, retirement, or death.
Reasons for Termination. The employment of Executive with the Company shall terminate automatically upon Executive's death and may be terminated by written notice (i) by the Company, upon Executive's disability which renders him unable to perform his usual and customary duties for a period of 180 consecutive days; (ii) by the Company, with or without "cause" (as hereinafter defined); (iii) by Executive, if he suffers a demotion or a lower status with the Company other than for cause; or (iv) by Executive, in the event of a "change in control" (as hereinafter defined), whether or not Executive suffers a demotion or a lower status with the Company. For purposes of this Agreement, "cause" shall mean (i) a failure by Executive to substantially perform Executive's reasonable and legal duties and as defined by goals established by the Board and agreed to by Executive, other than a failure resulting from Executive's complete or partial incapacity due to physical or mental illness or impairment, (ii) a willful act by Executive that constitutes gross misconduct and that is injurious to the Company, (iii) a willful breach by Executive of a material provision of this Agreement, or (iv) a material and willful violation of a federal or state law or regulation applicable to the business of the Company. No act, or failure to act, by Executive shall be considered "willful" unless committed without good faith and without a reasonable belief that the act or omission was in the Company's best interest. For purposes of this Agreement, a "change of control" shall be deemed to have occurred if (1) any "person" (as such term is used in Sections 13(d) and 14(d) of the U.S. Securities and Exchange Act (the "Exchange Act")), other than Citizens Utilities Company or its affiliates (together, "Citizens"), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power (with respect to the election of directors) of the Company's then outstanding securities; (2) at any time after the execution of this Agreement, a majority of the Board shall be replaced, over a two-year period, from the directors who constituted the Board at the beginning of such period, and such replacement shall not have been approved by either two-thirds (2/3) of the Board as constituted at the beginning of such period or Citizens; (3) the consummation of a merger or consolidation of the Co...
Reasons for Termination. A. Drug-Related Crime on or Off the Premises; Illegal Drug Use [24 CFR 966.4(l) (5)
(i) (B)]
1. For drug-related criminal activity engaged in on or off the premises by any tenant, member of the tenant’s household, and/or for any such activity engaged in on the premises by any other person or guest under the tenant’s control.
2. If the DMMHA determines that a household member is illegally using a drug or that a pattern of illegal use of a drug interferes with the health, safety, or right to peaceful enjoyment of the premises by other residents.
3. If the DMMHA determines that a household member has furnished false or misleading information concerning illegal drug use or rehabilitation of illegal drug users. The DMMHA may terminate the lease by judicial action for criminal activity if the DMMHA determines that the tenant/family has engaged in the criminal activity, regardless of whether the tenant/family has been arrested or convicted for such activity, and without satisfying the standard of proof used for a criminal conviction.
B. Threat to Other Residents [24 CFR 966.4(l) (5) (ii) (A)]
C. Alcohol Abuse [24 CFR 966.4(l) (5) (VI) (A)]
1. If the DMMHA determines that a household member has engaged in abuse or a pattern of abuse of alcohol that threatens the health, safety, or right to peaceful enjoyment of the premises by other residents.
2. If the DMMHA determines that a household member has furnished false or misleading information concerning alcohol abuse or rehabilitation of alcohol abusers.
Reasons for Termination. Failure to Provide Consent [24 CFR 960.259(a) and (b)]
Reasons for Termination. The University will provide the employee with reasons for the termination of employment in writing at the time of termination.
Reasons for Termination. The Employment of the Employee shall be terminated upon the occurrence of any of the following events:
(a) Death of the Employee.
(b) At the Company's option, upon the Employee's violation of Company policy or failure to perform any of his duties or obligations under this Agreement in a satisfactory manner, or upon any dishonesty of any kind or willful misconduct of the Employee, including, but not limited to, theft of or other unauthorized personal use of Company funds or other remuneration from Company suppliers or potential suppliers. Employee may be terminated under this paragraph 6.01(b) only following prior notice to the Employee of the reason for termination and an opportunity to dispute such reason.
(c) At the Company's option, if the Employee shall suffer a permanent disability. For purposes of this Agreement, "permanent disability" shall be defined as the Employee's inability through physical or mental illness or other cause to perform, in the opinion of an independent physician chosen by the parties to this Agreement, duties assigned to him hereunder for the continuous period of three months during the term of this Agreement.
(d) At the Company's option, without cause.
(e) At the Employee's option, without cause.
Reasons for Termination. In the event that the Executive’s employment with the Bank shall terminate during the Employment Period on account of:
(i) The Executive’s voluntary resignation from employment with the Bank within one year after any event constituting “Good Reason”, where “Good Reason” means any of the following events (provided that, in the case of (A), (B) and (D), no such event shall constitute “Good Reason” unless the Executive shall have given written notice of such event to the Bank within ninety (90) days after the initial occurrence thereof and the Bank shall have failed to cure the situation within thirty (30) days following the delivery of such notice (or such longer cure period as may be agreed upon by the parties)):
(A) the failure to re-appoint the Executive to the position set forth under Section 3;
(B) a material change in Executive’s functions, duties, or responsibilities, including those with respect to the Company, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope;
(C) liquidation or dissolution of the Bank or the Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of the Executive;
(D) a material breach of this Agreement by the Bank; or
(E) a Change in Control Date of the Bank as defined in Section 9, except to the extent that Section 7(c) hereof would apply to the Executive’s termination of employment, in which event Executive will be deemed to have terminated his employment pursuant to the provisions of Section 7(c) instead; or
(ii) the discharge of the Executive by the Bank for any reason other than for “Cause” as defined in Section 8(a); or
