Termination by ALC Sample Clauses

Termination by ALC. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, before or after the adoption and approval by the shareholders of ALC referred to in Section 6.1(b), by action of the Board of Directors of ALC if (i) a Superior ALC Proposal for a Third Party Transaction involving ALC has been made or received and such Board determines, in the exercise of its good faith judgment (based on the advice of independent legal counsel), that such termination is required for such Board to comply with its fiduciary duties to the ALC shareholders; (ii) there has been a breach (provided that such breach would have or would be reasonably likely to have a Material Adverse Effect on Retirement) of any representation, warranty, covenant, or agreement on the part of Retirement set forth in this Agreement, or if any representation or warranty of Retirement shall have become untrue (provided that such untruth would have or would be reasonably likely to have a Material Adverse Effect on Retirement), in either case such that the conditions in Section 6.2(a) or Section 6.2(b) would not be satisfied (a "Terminating Retirement Breach"); provided, however, that if such Terminating Retirement Breach is curable by Retirement through the exercise of its reasonable efforts and for so 51 58 long as Retirement continues to exercise such reasonable efforts, ALC may not terminate this Agreement under this Section 7.1(d)(ii); (iii) following the receipt of a proposal of a Third Party Transaction by Retirement (including a Superior Retirement Proposal), the Board of Directors of Retirement shall have altered its determination to recommend that the shareholders of Retirement approve this Agreement and the transactions contemplated hereby; or (iv) following the receipt of a proposal for a Third Party Transaction by Retirement (including a Superior Retirement Proposal), Retirement shall have failed to proceed to hold the Retirement Meeting of its shareholders prior to May 1, 1999 as contemplated by Section 5.1, provided ALC gives Retirement 24 hours' prior written notice of its election to terminate under this clause (iv).
Sample 1
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Related to Termination by ALC

  • Termination by Agreement In the event Practice and Business ------------------------ Manager shall mutually agree in writing, this Management Services Agreement may be terminated on the date specified in such written agreement.

  • Termination by You In the event of an Employment Separation as a result of a termination by you for any reason, you must provide the Company with at least 14 days advance written notice ("Notice of Termination") and continue working for the Company during the 14-day notice period, but only if the Company so desires to continue your employment and to compensate you during such period. In the event of such termination under this Section, the Company will pay you the earned but unpaid portion of your Basic Salary through the termination date.

  • Termination by Owner Owner may also terminate this Agreement at any time before Contractor begins the Work and notifies Owner in writing of such commencement if (1) Owner sells the property on which the Work is being performed or (2) the economic climate does not warrant proceeding with the project of which the Work is a part. In such circumstance, Contractor shall be entitled to receive that portion of the Contract Price earned by Contractor for Work performed to the satisfaction of Owner less any payments made before the date this Agreement is terminated. Contractor shall not be entitled to any additional compensation or damages as a result of termination of this Agreement pursuant to this Paragraph 12(c).

  • Termination by Bank If the Bank, or its successor in interest by merger, or its transferee in the event of a purchase in an assumption transaction (for reasons other than Executive's death, disability, or Cause) (1) terminates Executive's employment within one year following a Change in Control (as defined below), or (2) terminates Executive's employment before the Change in Control but on or after the date that any party either announces or is required by law to announce any prospective Change in Control transaction and a Change in Control occurs within six months after the termination, the Bank will provide Executive with the payment and benefits described in Section 9(d)(3) below.

  • Termination by Xxxxxx This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by Parent:

  • Termination by Death If the Executive dies during the Employment Term, the Executive’s employment will terminate and the Executive’s beneficiary or if none, the Executive’s estate, shall be entitled to receive from the Company, the Executive’s accrued, but unpaid, Base Salary through the date of termination of employment and any vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law.

  • Termination by Seller This Agreement may be terminated by Seller and the purchase and sale of the Station abandoned, if Seller is not then in material default, upon written notice to Buyer, upon the occurrence of any of the following:

  • Termination by Any Party This Advisory Agreement may be terminated upon 60 days’ written notice without cause or penalty, by any party (by a majority of the Independent Directors of the Company or the manager of the Advisor).

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

  • Termination by Buyer This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer, if:

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