Termination Awards Sample Clauses

Termination Awards. (a) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii) or by Parent or Merger Sub pursuant to Section 9.1(d)(ii)(B) or Section 9.1(d)(iii), then the Company shall pay as directed by Parent in writing the Termination Fee, at or prior to the time of termination in the case of a termination pursuant to Section 9.1.(c)(ii) or as promptly as possible (but in any event within four Business Days) following termination of this Agreement in the case of a termination pursuant to Section 9.1(d)(ii)(B) or Section 9.1(d)(iii).
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Termination Awards. (a) In the event that this Agreement is terminated by either or both of RBS and Sempra Energy pursuant to Section 8.1(b)(iii) or (iv), and (i) the failure to satisfy any of the conditions set forth in Article V and/or Article VI (disregarding in any case any condition on which the Purchaser is not entitled to rely pursuant to Section 5.2) by the date of such termination is the result of or is based upon the underlying basis of the material breach of any provision of this Agreement by the Purchaser or (ii) all conditions set forth in Articles V (disregarding any condition on which the Purchaser is not entitled to rely pursuant to Section 5.2) and VI were satisfied prior to such termination (or, in respect of conditions to be performed on the Closing Date, were capable of being satisfied prior to such termination) but the Purchaser fails to comply with its Closing obligations hereunder then, in each case and in addition to any other remedy provided in this Agreement or at law or in equity, the Purchaser shall pay to the Seller Parents, as promptly as possible following such termination (and in any event within five (5) Business Days of receipt of notice of such termination), by wire transfer of immediately available funds to the accounts designated in writing by the Seller Parents, an amount equal in the aggregate to $200,000,000 allocated among the Seller Parents in the manner set forth on Schedule 8.2. (b) In the event that this Agreement is terminated by the Purchaser pursuant to Section 8.1(b)(iii) and (i) the failure to satisfy any of the conditions set forth in Article V and/or Article VI (disregarding in any case any condition on which any Seller Party is not entitled to rely pursuant to Section 6.2) by the date of such termination is the result of or is based upon the underlying basis of the material breach of the covenants and other agreements contained in Section 7.3 (including the failure to make any necessary filings in respect of the Mandatory Governmental Approvals; it being understood that a failure to make a filing in respect of an immaterial Governmental Authorization shall not be deemed a material breach) or Section 7.8 by any Seller Party or (ii) all conditions set forth in Articles V and VI (disregarding any condition on which any Seller Party is not entitled to rely pursuant to Section 6.2) were satisfied prior to such termination (or, in respect of conditions to be performed on the Closing Date, were capable of being satisfied prior to ...
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Termination Awards. Effect of Termination
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Termination Awards. (a) In the event that this Agreement is terminated by the Company pursuant to Section 9.1(c)(ii) or by Parent or Merger Sub pursuant to Section 9.1(d)(ii), then the Company shall pay as directed by Parent in writing the Termination Fee, at or prior to the time of termination in the case of a termination pursuant to Section 9.1(c)(ii) or as promptly as possible (but in any event within two (2) Business Days) following termination of this Agreement in the case of a termination pursuant to Section 9.1(d)(ii). (b) In the event that this Agreement is terminated by Parent or Merger Sub, on the one hand, or the Company, on the other hand, pursuant to Section 9.1(b)(i) and on the date of such termination (A) all of the Offer Conditions (other than the Minimum Condition) have been satisfied or waived and (B) a Company Acquisition Proposal shall have been publicly announced or publicly disclosed and not withdrawn, and, if within twelve (12) months after such termination, the Company or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates, any Company Acquisition Proposal, then the Company shall pay as directed by Parent in writing the Termination Fee on the date of such execution or consummation, whichever is earlier (provided that solely for purposes of this Section 9.2(b), the term “Company Acquisition Proposal” shall have the meaning set forth in the definition of Company Acquisition Proposal contained in Section 11.1 except that all references to thirty percent (30%) shall be deemed to be references to a majority).
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Related to Termination Awards

  • Equity Awards You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

  • Acceleration of Equity Awards All: (i) outstanding and unvested options to purchase Common Stock granted to Executive under any equity plan of the Company, (ii) unvested shares of restricted Common Stock awarded to the Executive under any equity plan of the Company, and (iii) other equity and equity equivalent awards then held by the Executive, shall be accelerated in full, and thereafter all such options, shares of restricted Common Stock and other equity awards shall be immediately vested and exercisable for such period of time as provided for by the specific agreements governing each such award, upon Executive’s termination pursuant to Sections 11(b), (c), (e) or (f) hereof.

  • Incentive Awards a) The Executive shall participate in the Company's annual incentive plan for senior-level executives as in effect from time to time, subject to the performance standards set by the Compensation Committee. Payment of any annual incentive award shall be made at the same time that such awards are paid to other senior-level executives of the Company. The Executive's annual incentive award target shall be set by the Compensation Committee. b) The Executive shall be eligible to receive grants under the Company's long-term incentive plans as in effect from time to time; provided, however, that the size, type and other terms and conditions of any such grant to the Executive shall be determined by the Compensation Committee.

  • Performance Awards With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance Goals have been attained will be determined by the Board.

  • Additional Termination Rights (a) BMS has the right to terminate this License Agreement upon delivery of written notice to MPP upon the occurrence of any of the following: (i) the failure of MPP to ensure a sufficient supply of the Licensed Products in the formulations and strengths listed in Schedule A to meet substantially the needs in the Territory, other than isolated, temporary shortages of less than 90 days if such shortage is not cured (other than by means of a reallocation of Licensed Products that has the effect of creating shortage elsewhere) with 90 days after written notice to MPP by BMS; (ii) the failure of MPP to comply with BMS's reasonable requests under Sections 5(b) through (c) of this License Agreement; (iii) any failure by the MPP of ensuring compliance with relevant OFAC regulations under Section 2.8 of this License Agreement; (iv) if in the reasonable opinion of BMS, control (through ownership or otherwise) or MPP changes; (b) either of BMS and MPP will have the right to terminate any Sublicense Agreement, upon delivery of written notice to the relevant Sublicensee(s) upon the occurrence of any of the following; (i) the occurrence of any material safety issue that BMS reasonably believes makes it inadvisable to proceed or continue with the commercialization of the Licensed Product in the Territory; (ii) without prejudice to Section 2.7(c), a cross-border diversion of the Licensed Compound and/or Licensed Products whereby any Sublicensee (directly or indirectly or through a Third Party, located in or out of the Territory) uses, offers for sale, sells, has sold Licensed Compound and/or Licensed Products for use in any country outside of the Territory; (iii) any failure by the Sublicensees to comply with the quality requirements under Section 6.2 of this License Agreement; (iv) the failure by the respective Sublicensee to file for registration all of the Licensed Products in the the Territory for all of the formulation and strengths listed in Schedule A within thirty (30) months of the Effective Date of each Sublicense Agreement Agreement; (v) the occurrence of a direct or indirect change of control of Sublicensee that has not been consented to by BMS and MPP in writing; and/or (vi) in the event of any serious or intentional violation of any laws and regulations or misappropriation of a Third Party’s intellectual property rights by a Sublicensee anywhere in the world, which in BMS’s and MPP’s judgment, may reflect unfavorably on BMS, MPP, their reputation or the Licensed Products.

  • Other Termination Rights This Agreement may be terminated at any time prior to the Closing by the applicable party if and to the extent permitted in Part V of Appendix B.

  • Termination Rights 17.1 In addition to any other termination rights it has, the Department may terminate this Contract at any time by issuing a Notice to the Training Provider. Such a termination will take effect 20 Business Days after the Notice takes effect under Clause 14.2, or at any later time specified in the Notice. 17.2 If the Department terminates this Contract under Clause 17.1, it will determine and pay: a) amounts that, in its reasonable opinion, are due and payable under Clause 8 as at the date of termination; and b) reasonable costs (but not including loss of profit or income) that, in its reasonable opinion, have been necessarily and directly incurred by the Training Provider as a result of the termination, provided that the Training Provider has, to the reasonable satisfaction of the Department: i) used its best efforts to minimise any costs arising as a result of the termination; and ii) provided adequate documentary evidence to substantiate those costs. 17.3 This Contract may be terminated at any time by written agreement between the Parties. 17.4 The Department may terminate this Contract immediately by issuing a Notice to the Training Provider if: a) the Training Provider commits a Material Breach; b) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) which cannot be remedied; c) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) and it: i) fails to commence action to remedy the breach within 10 Business Days after the Department has served a Notice requiring it to do so; or ii) having commenced action to remedy the breach, fails to complete that action as soon as possible and in any event within 20 Business Days of the Department's Notice; d) without limiting paragraphs (a) to (c), the Training Provider fails to provide some or all of the Training Services for which Funds have been claimed and/or paid or any such Training Services are not provided to a standard satisfactory to the Department; e) there has been any fraud, or the Department reasonably suspects any fraud, relating to the Training Provider or the Funds, or there has been any misappropriation of Funds by the Training Provider or any other misleading or deceptive conduct on the part of the Training Provider in connection with this Contract or the claiming, receipt or use of the Funds; f) the Training Provider’s registration as a registered training organisation under the Act or the National Act is suspended, withdrawn, cancelled or otherwise ceases; g) an Other VET Funding Arrangement Termination Event occurs;

  • Performance Bonuses The Executive will be eligible to receive an annual cash bonus at an annualized rate of up to 40% of his base salary, based on the achievement of reasonable individual and Company performance targets to be established by the Company and Parent.

  • Termination of Award In the event that the Employee shall forfeit all or a portion of the restricted stock units subject to the Award, the Employee shall promptly return this Agreement to the Company for cancellation. Such cancellation shall be effective regardless of whether the Employee returns this Agreement.

  • Termination of Options The Options will terminate at the time specified below: (a) If a Change in Control occurs after the Grant Date but prior to the Grantee’s Separation, all Options will terminate at the expiration of the Term. (b) If, in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs prior to the Close of Business on December 31, 2023 on account of a termination of the Grantee’s employment or service for Cause, all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation. (c) If (i) the Grantee’s Separation occurs after the Close of Business on December 31, 2023, or (ii) in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs (A) on account of a termination of the Grantee’s employment or service without Cause, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee’s Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above). Notwithstanding any period of time referenced in this Section 8 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term.

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