Termination by the Consultant for Good Reason Sample Clauses

Termination by the Consultant for Good Reason. The Consultant may terminate this agreement in the event: (1) Xxxxx Xxxxxx is no longer the CEO of the Company, (2) the Company asks the Consultant to work primarily outside the New York City metropolitan area, (3) the Company asks the Consultant to perform any illegal act, or (4) the Company assigns the Consultant duties that are inconsistent with those of a CFO. Any Stock Options that have not yet "vested" as of the date of Termination shall vest as of such date, and all Stock options shall be exerciseable for the remainder of their term. The Consultant shall continue to receive the Cash Payment and the Stock Payment for three weeks following the date of Termination.
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Termination by the Consultant for Good Reason. Consultant may terminate this Agreement for Good Reason. The term “Good Reason” shall mean the occurrence, without the Consultant’s prior written consent, of any one or more of the following: (i) any reduction in Consultant’s compensation as set forth in Section 4 hereof; (ii) a material adverse change in Consultant’s title, status, authority, duties or responsibilities; (iii) the failure by the Company to obtain a satisfactory agreement from any successor of the Company requiring such successor to assume and agree to perform the Company’s obligations under this Agreement; or (iv) the failure by the Company to comply with any material provision of this Agreement. No resignation for Good Reason shall be effective unless Consultant shall, within ninety (90) days of sufficient facts known to Consultant to constitute Good Reason, give written notice to the Chief Executive Officer of the Company or its representative setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Consultant believes necessary to cure, and thereafter the Company shall have thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, provided that no such notice and opportunity to cure is required if Consultant has previously given the Company notice and opportunity to cure the same conduct.
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Termination by the Consultant for Good Reason. Notwithstanding anything herein to the contrary, the Consultant shall be entitled to terminate his engagement hereunder for "Good Reason" without breach of this Agreement. For purposes of this Agreement, "Good Reason" shall exist in the event of any of the following:
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Termination by the Consultant for Good Reason. Consultant may terminate its Agreement for Good Reason. For purposes of its Agreement ‘Good Reason’ shall mean (i) a material breach by the Company or its affiliate of its obligations under this Agreement, or the Share Exchange Agreement, or (ii) any material change in the assignment of duties or responsibilities to Consultant by the Board which are inconsistent in a material and adverse respect with Consultant’s position causing it to be of materially less stature or responsibility. Any such breach by the Company, if curable, may be cured within ten (10) days after notice thereof to the Company.
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Termination by the Consultant for Good Reason. The Consultant may terminate this Agreement by giving the Company written notice of such Good Reason termination. In the event of a termination for Good Reason, the Consultant shall be entitled to the notice entitlements under section 10(b) above. "Good Reason" means:
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Related to Termination by the Consultant for Good Reason

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

  • 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,

  • Termination by the Executive for Good Reason Termination by the Executive of the Executive’s employment with the Company for Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following, the occurrence of any of the following events:

  • Termination by the Company for Cause or by the Executive without Good Reason The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without Good Reason (as defined in Section 6(c)), then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property; (iv) the Executive breaches his fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law administered or regulated by the SEC; (viii) the Executive becomes subject to a cease and desist order or other order issued by the SEC after an opportunity for a hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful performance of his duties.

  • Termination by the Employee for Good Reason The Employee may terminate this Agreement at any time upon the occurrence of any of the following events (each a "Good Reason"), if such occurrence takes place without the express written consent of the Employee:

  • 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 by the Executive Without Good Reason The Executive may terminate his employment on his own initiative for any reason upon 30 days’ prior written notice to the Company; provided, however, that during such notice period, the Executive shall reasonably cooperate with the Company (at no cost to the Executive) in minimizing the effects of such termination on the Company Group. Such termination shall have the same consequences as a termination for Cause under Section 6.2.

  • Voluntary Termination by the Executive Without Good Reason If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective.

  • Termination by the Company Without Cause or by the Executive for Good Reason If (x) the Executive’s employment is terminated by the Company other than for Cause, death or Disability (i.e., without Cause) or (y) the Executive terminates employment with Good Reason, then the Executive shall be entitled to receive the following from the Company:

  • Termination by the Executive other than for Good Reason The Executive may terminate this Agreement and Executive’s employment hereunder other than for Good Reason, provided that the Executive gives the Company no less than thirty (30) days prior written notice of such termination.

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