TERMINATION BECAUSE OF CHANGES Sample Clauses

TERMINATION BECAUSE OF CHANGES. This Agreement may be terminated by the members of the Underwriting Group by notice to the Company if the Representative believes in its sole judgment that any changes have occurred in or with respect to the management of the Company, that material adverse changes have occurred in or with respect to the condition or obligations of the Company, or if the Company shall have sustained a loss or anticipated loss as a result of a strike, governmental action, fire, flood, accident, contract termination, or other calamity of such a character as, in the sole judgment of the Representative, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss or anticipated loss shall have been insured.
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TERMINATION BECAUSE OF CHANGES. This Agreement may be terminated by ------------------------------ the members of the Underwriting Group by notice to the Company if the Representative believes in its sole judgment that any changes have occurred in or with respect to the management of the Company or any of its Subsidiaries, that material adverse changes have occurred in or with respect to the business, financial condition, results of operations, prospects or obligations of the Company or any of its Subsidiaries, or if the Company or any of its Subsidiaries shall have sustained a loss or anticipated loss as a result of a strike, governmental action, fire, flood, accident, contract termination, or other calamity of such a character as, in the sole judgment of the Representative, may interfere materially with the conduct of the business and operations of the Company and its Subsidiaries on a consolidated basis, regardless of whether or not such loss or anticipated loss shall have been insured.
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TERMINATION BECAUSE OF CHANGES. This Agreement may be terminated by the members of the Underwriting Group by notice to the Company if the Representative believes in its sole judgment that any changes have occurred in or with respect to the management of the Company and its Subsidiary, that material adverse changes have occurred in or with respect to the business, financial condition, results of operations, prospects or obligations of the Company and its Subsidiary, or if the Company or its Subsidiary shall have sustained a loss or anticipated loss as a result of a strike, governmental action, fire, flood, accident, contract termination, or other calamity of such a character as, in the sole judgment of the Representative, may interfere materially with the conduct of the business and operations of the Company and its Subsidiary regardless of whether or not such loss or anticipated loss shall have been insured, or if during the course of the Representative's due diligence investigation of the Company and its Subsidiary facts arise which vary materially in an adverse manner from the representations which have previously been made concerning the business and financial condition of the Company and its Subsidiary.
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Related to TERMINATION BECAUSE OF CHANGES

  • Termination Because of Disability If the Executive becomes incapable by reason of physical injury, disease, or mental illness of substantially performing his duties and responsibilities under this agreement for a continuous period of six (6) months or more or for more than one hundred eighty (180) days in the aggregate (whether or not consecutive) during any 12-month period, then at any time after the elapse of such six-month period or such 180 days, as the case may be, the Board may terminate the Executive’s employment by the Companies under this agreement. If the Executive’s employment under this agreement is terminated by the Board because of such disability on the part of the Executive, then the Executive shall be entitled to receive the following compensation and benefits from the Companies:

  • Termination Because of Death If the Optionee dies while employed by or in the service of the Company, the Option may be exercised at any time before the Expiration Date or before the date 12 months after the date of death, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option at the date of death and only by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or by the laws of descent and distribution of the state or country of domicile at the time of death.

  • Termination Because of Death or Disability If Participant is Terminated because of death or Disability of Participant, the Option, to the extent that it is exercisable by Participant on the date of Termination, may be exercised by Participant (or Participant's legal representative) no later than twelve (12) months after the date of Termination, but in any event no later than the Expiration Date.

  • Termination Because of Death or Total Disability If the Executive’s employment is terminated by reason of the Executive’s death or Total Disability during the Post-Change in Control Period, this Agreement shall terminate automatically without further obligations to the Executive or his or her legal representatives under this Agreement, other than for payment of Accrued Obligations (which shall be paid to the Executive’s estate or beneficiary, as applicable in the case of the Executive’s death).

  • Termination of Employment Following Change in Control (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter at any time during the term of this Agreement there shall be:

  • Early Termination of Employment In addition to any Termination of Employment of Executive as a Retired Early Employee under Paragraph 6 of this Agreement, a Termination of Employment of Executive may occur prior to the normal expiration of the Term under the circumstances and with the consequences set forth below.

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder.

  • Cause; Voluntary Termination If the Executive’s employment terminates for Cause, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive the Accrued Obligations. If the Executive’s employment terminates due to the Executive’s voluntarily termination this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive the Accrued Obligations.

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

  • Early Termination of the Employment Period Notwithstanding Section 1(b) hereof, the Employment Period shall end upon the earliest to occur of (i) a Termination For Cause, (ii) a Termination Without Cause, (iii) a Voluntary Termination, (iv) a Termination Due to Retirement, (v) a Termination Due to Disability, or (vi) a Termination Due to Death.

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