Termination by Holdings. This Agreement may also be terminated by Holdings at any time prior to the Effective Time:
Termination by Holdings. 35 6.3 Termination by the Company..................................36 6.4
Termination by Holdings. This Agreement may be terminated and the Unit Purchase may be abandoned at any time prior to the Closing by Holdings, if any representation of the Company and/or the Unitholder contained in this Agreement shall have been inaccurate, or the Company and/or the Unitholder shall have breached any representation, warranty, covenant or other agreement contained in this Agreement, in any such event that would give rise to the failure of a condition set forth in Section 6.2(a) or (b) hereof, which inaccuracy or breach cannot be or has not been cured within twenty (20) days after the giving of written notice by Holdings to the Unitholder thereof.
Termination by Holdings. This Agreement may be terminated at any time prior to the Closing by Holdings and the purchase and sale of the Purchased Interests abandoned, upon written notice to Buyer, upon the occurrence of any of the following:
Termination by Holdings. Holdings may, at any time prior to the Expiration Date, terminate Franxx'x xxxloyment hereunder for any reason by delivering a Notice of Termination to Franxx; xxovided, however, that in no event shall Holdings be entitled to terminate Franxx'x xxxloyment hereunder prior to the Expiration Date unless the Board shall duly adopt, by the affirmative vote of at least a majority of the entire membership of the Board, a resolution authorizing such termination and stating that, in the opinion of the Board, sufficient reason exists therefor.
Termination by Holdings. If as a result of Withdrawal Elections (but after Holdings shall have included in such registration in place of such withdrawn Registrable Securities such additional Registrable Securities held by other stockholders whose Registrable Securities were excluded as a result of the proration provisions of subsection 3.1(e)), less than the Requisite Share Number of Registrable Securities are requested to be included in a registration, Holdings may, at its election, give written notice to all stockholders who have requested that Registrable Securities be included in a registration and who have not made a Withdrawal Election that Holdings has determined not to proceed with such registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the stockholders' rights to have Registrable Securities registered pursuant to this Section 3.1 in the future.
Termination by Holdings. Notwithstanding Section 5.01, Holdings shall be entitled to terminate this Agreement (a) upon Manager's material breach of its obligations under this Agreement, and Manager's failure to cure such breach within 60 days following Manager's receipt of Notice from the Holdings setting forth in reasonable detail the relevant conduct or failure, (b) upon any of the representations and warranties of Manager contained in this Agreement proving to be materially false, incomplete or misleading, and not reasonably subject to cure in a manner that will result in no material harm to Holdings, (c) upon Manager committing a material violation of any law applicable to Holdings or any CrossCountry Entity, (d) if Southern Union or its Affiliates cease to own beneficially at least 80% of the Class A Membership Interests in Holdings, (e) in the event that no dividends have been declared and paid by each of Holdings and Transwestern Holding Company, LLC for a period of eight consecutive fiscal quarters, unless the Committee has unanimously agreed that no such dividends will be paid or (f) in the event of a failure to pay principal or interest as and when due under any Credit Facility (subject to applicable grace periods); provided however, that, Holdings shall continue to be liable to Manager for (i) full payment of any compensation, in such amounts and at such times determined pursuant to Section 3.09 through the effective date of such termination pursuant to this Section 5.03 (including a pro rated portion of the Annual Management Fee based on the year-to-date EBITDA realized as of the termination date versus Projected EBITDA for the same period), and (ii) all costs incurred by Manager that are the responsibility of Holdings or the CrossCountry Entities pursuant to Article II of Exhibit "A" hereto.
Termination by Holdings. This Agreement may be terminated by Holdings with or without Cause. A termination for “Cause” shall mean (i) any material breach by Executive or Development of any of their respective obligations hereunder or under any other written agreement or written covenant with Holdings or any of its subsidiaries; (ii) the failure of Executive or Development to substantially perform the duties specified in Section 2 hereof, (iii) the termination of Executive’s employment with Development for any reason, (iv) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony, and (v) Executive’s or Development’s engaging in misconduct that has caused or is reasonably expected to result in injury to Holdings or any of its Affiliates, provided that if the basis for Holdings so terminating is described by clauses (i) or (ii) of the definition of Cause, Executive or Development, as the case may be, shall have been given prior written notice of any proposed termination for Cause, which notice specifies in reasonable detail the circumstances claimed to provide the basis for such termination, and Executive or Development, as the case may be, shall not have corrected such circumstances, in a manner reasonably satisfactory to Holdings, within 10 business days of receipt of such written notice.
Termination by Holdings. Holdings may, at any time prior to the Expiration Date, terminate Xxxxxx'x employment hereunder for any reason by delivering a Notice of Termination to Xxxxxx; provided, however, that in no event shall Holdings be entitled to terminate Xxxxxx'x employment hereunder prior to the Expiration Date unless (i) the Board shall duly adopt, by the affirmative vote of at least a majority of the entire membership of the Board at a duly convened meeting at which a quorum is present, a resolution authorizing such termination, and (ii) Xxxxxx shall have been offered an opportunity to address the Board at such meeting (or at a prior meeting at which his proposed termination is discussed) before any such resolution is finally adopted. Any such Notice of Termination delivered under this Section 4.2 shall specify a Termination Date not less than 30 or more than 60 days after the date such notice is given; provided, however, that if the Notice of Termination purports to terminate Xxxxxx'x employment for Misconduct, it shall set forth in reasonable detail the reason for such termination and the facts and circumstances claimed to provide a basis for such termination, and shall specify as the Termination Date the date such notice is given (subject to any applicable periods during which Xxxxxx may cure the circumstances of the alleged Misconduct) or any subsequent date up to the date 30 days after the date such notice is given.
Termination by Holdings. 10 4.3 Payment of Accrued Base Salary, Vacation Pay, etc.. 10
