Resignation Letter. To: The Board of Directors Psynova Neurotech Limited St John’s Innovation Centre Xxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxxxxxx XX0 0XX [insert Closing Date] I, [insert name], of [insert address] hereby resign as a [Director / Company Secretary] of Psynova Neurotech Limited (the “Company”) with immediate effect. I hereby acknowledge and confirm that I have no claim or right of action of any kind (whether contractual, statutory or otherwise including claims under English and/or European Union law for compensation, wrongful dismissal or unfair dismissal, equal pay, sex discrimination, race discrimination, disability or working time regulations) against the Company or any of its officers or employees, arising out of the termination of my office as a [Director / Company Secretary] of the Company. To the extent that any such claim exists or may exist, I hereby unconditionally and irrevocably waive such claim and release the Company from any liability whatsoever in respect thereof. Executed and delivered as a ) deed [insert name] ) in the presence of:- ) Witness Signature: Name: Occupation: Address: This Share Acquisition Agreement (this “Agreement”) is dated as of March 5, 2010 and is made by and between THE CHANCELLOR, MASTERS & SCHOLARS OF THE UNIVERSITY OF CAMBRIDGE (“Seller”), and RULES-BASED MEDICINE, INC., a Delaware corporation having its principal place of business at 0000 Xxxxx Xxxx, Austin, Texas 78759 USA (the “Purchaser”).
Resignation Letter. As a condition to commencement of a term on the Board (or nomination therefor), the Investor Director shall provide to the Company an irrevocable letter of resignation, effective upon the earlier of (i) such time, prior to the 2011 annual meeting of stockholders, as the aggregate beneficial ownership of the Common Stock by the Investors (net of any Short Interests (as defined below)), shall be less than 50% of the aggregate beneficial ownership of the Common Stock by the Investors, as a whole, on the date hereof and (ii) 15 days after written notice of a material breach by any Investor of this Agreement is provided to the breaching Investor by the Company (unless such breach is cured within such 15 day period). The Investors shall provide notice to the Company within three business days if the aggregate beneficial ownership of the Common Stock by the Investors (net of any Short Interests) shall be less than the level described in clause (i) above. In addition, the Investors agree to certify to the Company as to the number of shares of Common Stock beneficially owned by the Investors (net of any Short Interests) at such times as reasonably requested by the Company.
Resignation Letter. As a condition to commencement of a term on the Board (or nomination therefor), each Investor Director shall provide to the Company an irrevocable letter of resignation which shall become effective fifteen (15) days after written notice of a material breach by any Investor of this Agreement is provided to the breaching Investor by the Company (unless such breach is cured within such fifteen (15) day period); provided, that if such alleged breaching Investor disputes such breach, the resignation of such Investor Director shall not become effective until (i) the Investor agrees not to dispute such breach in writing or (ii) a court of competent jurisdiction in a final judgment on the merits (whether or not subject to appeal) has confirmed or determined the existence of such breach.
Resignation Letter. Executive’s employment by the Company shall be terminated without Cause (as defined in Section 1.2) as of the Separation Date. Executive shall resign as an officer, employee, member, manager, director and in any other capacity with the Company and each of the Company’s affiliates and subsidiaries, effective as of the Separation Date. Concurrently with the Execution Date, Executive shall execute and deliver to the Company the resignation letter attached hereto as Exhibit 1.1 (the “Resignation Letter”). For purposes of Section 5.4(d)(i) of the Company’s Articles, this Separation Agreement shall constitute an employment agreement, and termination of employment of Executive as of the Separation Date shall be deemed to be a termination of Executive’s employment without Cause. The parties hereby agree that all payments due to Executive from the Company after the Separation Date shall be determined solely in accordance with this Separation Agreement.
Resignation Letter. As a condition to commencement of a term on the Board (or nomination therefor), each of the Stockholder Nominees shall provide to the Company an irrevocable letter of resignation, which shall be effective upon the earliest of (a) the date upon which a court of competent jurisdiction determines that the Stockholder materially breached its obligations to consummate the Investment Agreement in accordance with its terms and (b) (i) in the case of Xx. Xxxxxx, the date upon which the Stockholder and its Affiliates have Transferred (other than to an Affiliate) in excess of 4,900,000 Shares in the aggregate of the Shares owned by the Stockholder and its Affiliates immediately after the conclusion of the Stockholder Meeting (including any Shares to be acquired pursuant to the Investment Agreement), and (ii) in the case of Xx. Xxxxxxxxxxxx, the date upon which the Stockholder and its Affiliates have Transferred (other than to an Affiliate) 9,100,000 Shares in the aggregate of the Shares owned by the Stockholder and its Affiliates immediately after the conclusion of the Stockholder Meeting (including any Shares to be acquired pursuant to the Investment Agreement). Such share thresholds shall be adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction occurring prior to the effective time of the applicable resignation letter.
Resignation Letter. To: The Chairperson of the Board of Directors, Enesco Group, Inc. With immediate effect upon the tender hereof I resign from my offices as President and CEO and director of Enesco Group, Inc. Signed Cxxxxxx X. Xxxxxxxx Date
Resignation Letter. Notwithstanding anything contained in the Cooperation Agreement to the contrary, simultaneous with the execution and delivery of this Amendment, the Investor Group Designee, Mxxxxxx X. Xxxxxxx, has executed and delivered to the Company an irrevocable conditional letter of resignation from the Board in the form attached hereto as Exhibit B (Resignation Letter (Termination)) to this Amendment.
Resignation Letter. As a condition to commencement of his term on the Board (or nomination therefor), each of the Investor Directors shall provide to the Company an irrevocable letter of resignation, effective upon the earlier of (a) such time, prior to the end of such Investor Director’s term, the Investor sells, or has Short Interests (as defined below) with respect to, an aggregate of 3,459,430 shares of the Common Stock, and (b) 15 days after final judicial determination of a material breach by the Investor or such Investor Director of this Agreement. The Investor shall provide notice to the Company within three business days if the it sells or has Short Interests with respect to an aggregate of 3,459,430 shares of Common Stock as described in clause (a) above. For purposes of this Agreement, “Short Interests” means any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, whether by means of derivatives or otherwise, by any Investor, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the Company by, including but not limited to “short” positions in shares of common stock, “long” puts, “short” calls, “short” forward or swap positions, manage the risk of share price changes for, or increase or decrease the voting power of, the Investor with respect to the shares of any class or series of the Company, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the Company.
Resignation Letter. The Company shall, prior to the Closing, cause each officer and director of the Company and its Subsidiaries to execute a resignation and release letter in substantially the form attached as Exhibit H (the “Director and Officer Resignation and Release Letter”), effective as of the Effective Time.
Resignation Letter. Employee agrees to sign the general resignation letter attached as Exhibit A to this Agreement. Employee forever waives and relinquishes any and all claim, right, or interest in reinstatement or future employment that Employee presently has or might in the future have with the Released Entities or their assigns. Employee agrees that he will not apply for employment with the Released Entities or any of their assigns in the future and that if he does apply, his employment application need not be considered and he has no right of recovery for a refusal to be hired. If Employee is hired by one of the Released Entities, Employee's employment may be terminated, and he has no right to recover for any claims that may arise from that termination. Employee and Company agree that Employee's employment agreement dated as of December 20, 2010 is hereby terminated.
