SEC FILING; TERMINATION Sample Clauses

SEC FILING; TERMINATION. 8.1 Prior to Closing, VSCO shall prepare the information statement required by Rule 14f-1 promulgated under the Exchange Act ("14f-1 Information Statement"); no later than 5 business days after the Closing, VSCO shall file the 14f-1 Information Statement with the SEC and mail the same to each of VSCO’s shareholders of record. 8.2 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of VSCO and Tianyin; (b) by either VSCO or Tianyin if the Transaction shall not have been consummated for any reason by January 31, 2008; provided, however, that the right to terminate this Agreement under this Section 8.2(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either VSCO or Tianyin if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and nonappealable; (d) by Tianyin, upon a material breach of any representation, warranty, covenant or agreement on the part of VSCO set forth in this Agreement, or if any representation or warranty of VSCO shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in VSCO’s representations and warranties or breach by VSCO is curable by VSCO, then Tianyin may not terminate this Agreement under this Section 8.2(d) unless VSCO does not cure such breach within thirty (30) days after delivery of written notice from Tianyin to VSCO of such breach, provided VSCO continues to exercise commercially reasonable efforts to cure such breach (it being understood that Tianyin may not terminate this Agreement pursuant to this Section 8.2(d) if it shall have materially breached this Agreement or if such breach by VSCO is cured during such thirty (30)-day period); or (e) by VSCO, upon a material breach of any representation, warranty, covenant or agreement on the part of Tianyin or the Shareholders set forth in this Agreement, or if any representation or warranty of Tianyin or the Shareholders shal...
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SEC FILING; TERMINATION. 8.1 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of Taxus Pharma and Stand Giant; (b) by either Taxus Pharma or Stand Giant if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and non-appealable;
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SEC FILING; TERMINATION. 8.1 At or prior to Closing, PUBCO shall prepare the information statement required by Rule 14f-1 promulgated under the Exchange Act (“14f-1 Information Statement”), and PUBCO shall file the 14f-1 Information Statement with the SEC and mail the same to each of PUBCO’s shareholders of record. 8.2 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of PUBCO and Phoenix International; (b) by either PUBCO or Phoenix International if the Transaction shall not have been consummated for any reason by July 31, 2011; provided, however, that the right to terminate this Agreement under this Section 8.2(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either PUBCO or Phoenix International if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and non-appealable; (d) by Phoenix International, upon a material breach of any representation, warranty, covenant or agreement on the part of PUBCO set forth in this Agreement, or if any representation or warranty of PUBCO shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in PUBCO’s representations and warranties or breach by PUBCO is curable by PUBCO prior to the Closing Date, then Phoenix International may not terminate this Agreement under this Section 8.2(d) for thirty (30) days after delivery of written notice from Phoenix International to PUBCO of such breach, provided PUBCO continues to exercise commercially reasonable efforts to cure such breach (it being understood that Phoenix International may not terminate this Agreement pursuant to this Section 8.2(d) if it shall have materially breached this Agreement or if such breach by PUBCO is cured during such thirty (30)-day period); or (e) by PUBCO, upon a material breach of any representation, warranty, covenant or agreement on the part of Phoenix International or Phoenix International Stockholders set forth in...
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SEC FILING; TERMINATION 
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Related to SEC FILING; TERMINATION

  • Following Termination 11.2.1 the Parties will agree the procedure for administering the Insurance Business current at the time of termination; 11.2.2 the Broker will make all reasonable efforts to provide the Company with contact details for any Insured or other party with whom the Company has contracted in the conduct of Insurance Business where:- 11.2.2.1 the Broker has acted as the agent of the Company; and 11.2.2.2 where such information is reasonably required in order for the Company to carry out its obligations in relation to Insurance Business concluded in accordance with this Agreement. 11.2.3 Where permissible the Parties will remain liable to perform their obligations in accordance with the terms of this Agreement in respect of all Insurance Business subject to this Agreement until all Insurance Business has expired or has otherwise been terminated.

  • Termination; Survival Following Termination (i) Either party may terminate this Agreement prior to the end of the Agency Period, by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that, (A) if the Company terminates this Agreement after the Agent confirms to the Company any sale of Shares, the Company shall remain obligated to comply with Section 3(b)(v) with respect to such Shares and (B) Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement. (ii) In addition to the survival provision of Section 7(b)(i), the respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the Agent set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Agent or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Shares sold hereunder and any termination of this Agreement.

  • Compensation Following Termination In the event that Executive’s employment hereunder is terminated, Executive shall be entitled only to the following compensation and benefits upon such termination:

  • Obligations Following Termination If a Non-Defaulting Party terminates this Agreement pursuant to this Section 13(b), then following such termination, Seller shall, at the sole cost and expense of the Defaulting Party, remove the equipment (except for mounting pads and support structures) constituting the System. The Non-Defaulting Party shall take all commercially reasonable efforts to mitigate its damages as the result of a Default Event.

  • Compensation Following Termination of Employment In the event that Executive's employment hereunder is terminated, Executive shall be entitled to the following compensation and benefits upon such termination:

  • Right to Terminate Following Termination Event Sections 6(b)(ii)-(iv) are deleted in their entirety and replaced by the following:

  • Qualifying Termination If, prior to Executive’s attainment of age 65, Executive’s employment is involuntarily terminated by the Company without Cause (and other than due to his Disability) or is voluntarily terminated by Executive for Good Reason, in either case only during the period commencing on the occurrence of a Change in Control of the Company and ending on the second anniversary of date of the Change in Control (“Protection Period”), then the Company shall pay or provide Executive with: (i) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i); (ii) Any unpaid annual cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when awards are paid generally to senior executives for such year; (iii) A pro-rated annual cash incentive for the fiscal year in which such termination occurs, the amount of which shall be based on target performance and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated annual cash incentive award shall be paid when awards are paid generally to senior executives for such year; (iv) A lump sum severance payment in the aggregate amount equal to the product of (A) the sum of (1) Executive’s highest Base Salary during the Protection Period plus (2) his annual target annual cash incentive award multiplied by (B) two (2); provided, unless the Change of Control occurring on or preceding such termination also meets the requirements of Section 409A(a)(2)(A)(v) and Treasury Regulation Section 1.409A-3(i)(5) (or any successor provision) thereunder (a “409A Change in Control”), the amount payable to Executive under this subparagraph (iv) shall be paid to Executive in equal semi-monthly payroll installments over a period of twenty-four (24) months, not in a lump sum, to the extent necessary to avoid the application of Section 409A(a)(1)(A) and (B); (v) Subject to Executive’s continued co-payment of premiums, continued participation for two (2) years in the Company’s medical benefits plan which covers Executive and his eligible dependents upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect for active employees of the Company. In the event Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of coverage by the Company under this subsection shall immediately cease. The continuation of health benefits under this subsection shall reduce the period of coverage and count against Executive’s right to healthcare continuation benefits under COBRA; and (vi) Payments falling under Section 10(b)iv shall, if to be paid in a lump sum pursuant to such section, be paid within ten (10) business days after the Executive’s termination of employment. Provided, to the extent applicable under Section 409A as a “deferral of compensation,” and not as a “short-term deferral” under Treasury Regulation Section 1.409A-1(b)(4), the payments and benefits payable to Executive under this Section 10(b) shall be subject to the Safe Harbor and Postponement provided at Section 8(c)(iv).

  • Qualifying Termination of Employment A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. The Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.

  • Consulting Term Subject to the terms and conditions hereof, the Company agrees to retain the Consulting Director for a term of three (3) years commencing as of the date Consulting Director's retirement from the Board of Directors of the Company ("Effective Date"). The Company may not terminate the Consulting Director's service agreement prior to the end of the three-year term unless such termination is due to a Termination for Cause as defined herein.

  • Servicing Termination Section 6.01.

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