Termination by the Company Without Cause; Constructive Termination; Unconsented Change-in-Control Sample Clauses

Termination by the Company Without Cause; Constructive Termination; Unconsented Change-in-Control. The Company shall have the right to terminate this Agreement without cause at any time. If this Agreement is terminated by the Company without cause or if a Constructive Termination (as defined below) shall occur prior to October 14, 1998, then (i) A&M and/or the Affiliate shall have the right to require the Company to purchase from A&M and/or the Affiliate the shares of Common Stock then owned by A&M or the Affiliate, and the Company shall also have the option to purchase such shares of Common Stock from A&M and/or the Affiliate, in each case for a period of 3 months after such termination and at a sale or purchase price equal to the greater of the amount paid by A&M or the Affiliate for such shares of Common Stock or the Fair Market Value of such shares of Common Stock, which purchase or sale price shall be subject to the Required Application of Proceeds, (ii) A&M or the Affiliate, as the case may be, shall have the right to require the Company to purchase from A&M or the Affiliate, as the case may be, all unexercised A&M Options, whether or not then vested, and the Company shall also have the option to purchase all such A&M Options, in each case for a period of 3 months after such termination and at a sale or purchase price equal to the then Intrinsic Value (as defined in Section 7(e)) of such A&M Options, (iii) the Company shall pay A&M cash in a lump sum amount equal to $50,000 multiplied by the number of months (or portion thereof) remaining until October 14, 1998, (iv) the Company shall be relieved of any obligation under this Agreement to pay for the services of the A&M Parties for periods after such termination and (v) A&M shall be relieved of its obligations to provide services hereunder for periods after such termination; provided, however, that if such termination occurs in connection with a transaction that would qualify under Section 8 of this Agreement, then Section 8, rather than this Section, shall govern. For purposes of this Section 7(b), "Constructive Termination" shall mean the material diminution by the Board of Directors of the Company of the duties and responsibilities of Alvarez such that xx xx ximinished Alvarez's duties axx xxxxxxsibilities shall be materially inconsistent with his title under this Agreement. The Company and A&M and/or the Affiliate, as the case may be, shall provide the other written notice of its intention to exercise its right to sell or purchase the Common Stock owned by A&M and/or the Affiliate or the A&M Op...
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Related to Termination by the Company Without Cause; Constructive Termination; Unconsented Change-in-Control

  • Termination by the Company without Cause; Termination by the Executive for Good Reason (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive,

  • Constructive Termination Without Cause In the event that: (i) a Constructive Termination Without Cause occurs and (ii) Section 8(F) (change in control) does not apply, then the Executive shall have the same entitlements as provided under Section 8(D) for a termination by the Company without Cause.

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company or its Affiliates terminate Executive’s employment with the Company or its Affiliates, respectively, without Cause or Executive resigns from such employment for Good Reason within twelve (12) months following a Change of Control, and Executive signs and does not revoke a separation agreement and release of claims with the Company (in a form acceptable to the Company), then Executive will receive the following severance from the Company:

  • Termination without Cause or Resignation for Good Reason in Connection with a Change in Control If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive the following:

  • Involuntary Termination by the Company without Cause At all times during the Term, the Board may terminate the Executive’s employment for reasons other than death, Disability, or for Cause, by providing to the Executive a Notice of Termination, at least sixty (60) calendar days (ninety (90) calendar days when termination is due to non-renewal of this Agreement by the Company pursuant to Section 1.2) prior to the Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such notice.

  • Termination by the Company for Cause; Termination by the Executive without Good Reason (a) For purposes of this Agreement, “

  • Termination Without Cause or Constructive Termination Without Cause In the event the Executive's employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination Without Cause, the Executive shall be entitled to:

  • Termination by the Company Without Cause or by the Executive with Good Reason During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release:

  • Termination for Cause, or Termination Upon Death, Disability or Resignation from the Company Without Good Reason If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), pursuant to Section 3(a)(iii) for Cause, or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company without Good Reason, then Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

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