Termination Arrangements. If, prior to the last date of the Engagement Period, as defined in the Company’s Letter of Intent with the Representative (the last date of the Engagement Period being December 31, 2020), the Company (i) does not complete the Offering and enters into discussions regarding a letter of intent or similar agreement with a third party broker-dealer or any other person without the written consent of the Representative, and/or (ii) effects a private and/or public offering of the Ordinary Shares with another broker-dealer or any other person without referring them to the Representative and confirmation on the offering terms without the written permission of the Representative, the Company shall be liable to the Representative for reimbursement of the out-of-pocket accountable expenses actually incurred by the Representative and $150,000; provided, however, that such fees shall be subject to FINRA Rule 5110(f)(2); and provided further that such fees shall not apply if and to the extent the Representative has advised the Company of the Representative’s inability or unwillingness to proceed with the Offering; and provided further that (a) the Company has a right of termination for cause, which includes that the Company may terminate the engagement of the Representative upon the Representative’s material failure to provide the underwriting services contemplated in the Letter of Intent; (b) the Company’s exercise of the right of termination for cause will eliminate any obligations with respect to the payment of any termination fee; (c) the amount of any termination fee will be reasonable in relation to the underwriting services contemplated in the Letter of Intent, such termination fee not applying for termination for cause; and (d) the Company will not be responsible for paying any termination fee unless a private and/or public offering of the Ordinary Shares with another broker-dealer or any other person without the written consent of the Representative is consummated prior to the last date of the Engagement Period, as mentioned above.
Termination Arrangements. The rights and obligations set forth in this Schedule 5 shall apply only to the extent of the applicable termination of this Agreement, and accordingly such rights and obligations shall apply only with respect to the applicable Terminated Licensed Product(s) as to which this Agreement has been terminated.
Termination Arrangements. On termination for any reason, an Employee will be paid for any accrued but untaken annual leave to which the Employee had become entitled.
Termination Arrangements. Effective with the closing of the Merger your service as a director of Mykrolis will terminate. In the event that the Merger does not close you will continue as a director of Mykrolis without interruption. Upon the effectiveness of your termination of service, all options to purchase shares of Mykrolis common stock awarded to you shall immediately vest. You shall have a period equal to the lesser of: (i) five (5) years following the date of your resignation or (ii) the original expiration date of the option, to exercise all options that you hold. In addition the 2005 annual equity award of an option covering 8,000 Mykrolis shares shall vest in its entirety upon the effectiveness of your resignation. In addition, in recognition of your service as a director of Mykrolis, the Board of Directors will grant you a discretionary option to purchase 21,688 shares of Mykrolis Common Stock; this option shall: (i) be effective immediately before the termination of your service as a director upon the consummation of the Merger, (ii) be at a price equal to the last closing price of the Corporation’s Common Stock on the New York Stock Exchange on the date immediately preceding the consummation of the Merger, (iii) vest in a single increment effective with the termination of your service as a director upon the consummation of the Merger, and (iv) be exercisable for a period of five (5) years following the termination of your service as a director of this Corporation. All options to acquire Mykrolis Common Stock held by you shall be converted to options to acquire the common stock of post Merger Entegris, Inc. in the same manner as other outstanding Mykrolis options.
Termination Arrangements. Regeneron shall promptly collect and return, and cause its Affiliates and sublicensees to collect and return, to Company or, at Company’s request, destroy, all documents containing New Information or Party Information of Company and its Affiliates, and shall immediately cease, and cause its Affiliates and sublicensees to cease, all further use of any New Information related to the Development, Manufacture and Commercialization of Company Products and any Party Information of Company and its Affiliates. In addition, at Company’s request, Regeneron shall collect and transfer to Company any remaining inventory of Company Product Promotional Materials, Company Product sales training materials, Company Product samples and Company Product inventory. Notwithstanding the foregoing, Regeneron may retain copies of any New Information to the extent required by Law, as well as retain one (1) copy of such information solely for legal archive purposes.
Termination Arrangements. Any termination that can be given at any time can take effect at the earliest on the first day of the month following the month in which the termination is presented to the postal service.
Termination Arrangements. Termination, and the consequences of termination are detailed in the legal agreement.
Termination Arrangements. The termination procedure is initiated by registered letter with advice of delivery or equivalent. In the cases referred to in points (a), (b) and (d) of paragraph 2 of this article, the beneficiary shall have 30 days to submit his observations and take any measures necessary to ensure that fulfilment of his obligations under the agreement continues. If the Commission fails to accept these observations confirmed by giving written consent within 30 days of receiving the beneficiary’s observations, the termination procedure shall continue to run. Where notice is given, termination shall take effect when the period of notice runs out, starting on the date when the letter of termination is received. If notice is not given in the cases referred to in points (c), (e), (f) and (g) of paragraph 2 of this article, termination shall take effect from the day following the date when the letter of termination is received.
Termination Arrangements. The services of N&A can be terminated by the client at any time during the course of an engagement by verbal notice, followed by written confirmation but, regardless of the timing and circumstances of any such termination, N&A will be entitled to:
A. All Professional Time Fees and out-of-pocket expenses incurred and due up until the day after notice of termination has become effective, payable within ten days of termination.
B. Any applicable Interim Management Performance Fees earned and due during the term of active N&A involvement.
C. A minimum Interim Management Performance Fee or a Termination Fee in lieu thereof; payable within ten days of termination, the amount to be established when the assignment commences, and which varies depending upon the size and circumstances of the assignment. For information, no client has ever terminated the services of N&A during the course off Performance Fee engagement.
Termination Arrangements. In the event of the appointment of the Managers being terminated by the Owner or the Managers, the management fee payable to the Managers shall continue to be payable for a further period of three calendar months.
