Termination Due to Price Changes Sample Clauses

Termination Due to Price Changes. Prior to the Effective Time, this Agreement may be terminated by Bank of Richmond, if (either before or after the approval of this Agreement by the stockholders of Bank of Richmond) its Board of Directors so determines by a vote of a majority of the members of its entire Board, at any time during the five (5) day period commencing two (2) business days after the Determination Date, if both of the following conditions are satisfied: (i) the Average Closing Price of Financial Holdings Common Stock is less than $11.76 (adjusted as set forth in the last sentence of this Paragraph 8.02(c)); and (ii) (x) the number obtained by dividing the Average Closing Price on the Determination Date by the Starting Price (such number being referred to herein as the “Holdings Ratio”) is less than (y) the number obtained by dividing the Index Price on the Determination Date by 3373.42 and subtracting 0.175 from the quotient in this clause (c)(ii)(y) (such number being referred to herein as the “Index Ratio”). If Bank of Richmond elects to exercise its termination right pursuant to this Paragraph 8.02(c), it shall give written notice to Financial Holdings within the aforementioned five (5) day period, provided such notice of election to terminate may be withdrawn at any time. During the five (5) day period commencing with its receipt of such notice, Financial Holdings shall have the option of adjusting the Stock Consideration to be received by the holders of Bank of Richmond Common Stock hereunder by increasing the Exchange Ratio to equal the lesser of (i) a number (rounded to five decimals) equal to a quotient, the numerator of which is the product of $11.76 multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Average Closing Price, and (ii) a number (rounded to five decimals) equal to a quotient, the numerator of which is the Index Ratio multiplied by the Exchange Ratio (as then in effect) and the denominator of which is the Holdings Ratio. If Financial Holdings makes an election contemplated by the preceding sentence, within such five (5) day period, it shall give prompt written notice to Bank of Richmond of such election and the revised Exchange Ratio, whereupon no termination shall have occurred pursuant to this Paragraph 8.02(c) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to “Exchange Ratio” shall thereafter be dee...
Sample 1
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Termination Due to Price Changes. Prior to the Effective Time, this Agreement may be terminated by Community Bank, if (either before or after the approval of this Agreement by the stockholders of Community Bank) its Board of Directors so determines by a vote of a majority of the members of its entire Board, at any time during the three business day period commencing with (and including) the Determination Date, if both of the following conditions are satisfied:
Sample 1

Related to Termination Due to Price Changes

  • Termination due to Force Majeure 13.5.1 If the Force Majeure Event or its effects continue to be present beyond the period as specified in Article 4.5.3, either Party shall have the right to cause termination of the Agreement. In such an event, this Agreement shall terminate on the date of such Termination Notice.

  • Termination Due to Force Majeure Event If the period of Force Majeure continues or is in the reasonable judgment of the Parties likely to continue beyond a period of 120 (one hundred and twenty) Days, the Parties may mutually decide to terminate this Agreement or continue this Agreement on mutually agreed revised terms. If the Parties are unable to reach an agreement in this regard, the Affected Party shall after the expiry of the said period of 120 (one hundred and twenty ) Days be entitled to terminate the Agreement in which event, the provisions of Articles 16 and 17 shall, to the extent expressly made applicable, apply.

  • Termination Due to Death If the Optionee’s employment terminates by reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect.

  • Termination Due to Disability If the Optionee’s employment terminates by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee for a period of 12 months from the date of termination or until the Expiration Date, if earlier.

  • Termination Due to Death or Disability The expiration of one (1) year from the date of the death of the Optionee or cessation of an Optionee’s employment or contractual relationship by reason of disability (as defined in Section 5.1(g) of the Plan). If an Optionee’s employment or contractual relationship is terminated by death, any Option held by the Optionee shall be exercisable only by the person or persons to whom such Optionee’s rights under such Option shall pass by the Optionee’s will or by the laws of descent and distribution.

  • Termination Due to Retirement Subject to Section 7 below, in the event of Termination due to Retirement, then (regardless of any subsequent death of the Employee) the Option will continue to vest pursuant to Section 3, and the last date on which the Option may be exercised is the day prior to the Expiration Date.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination Due to Death, Disability or Retirement In the event the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by reason of death, Disability or Retirement, this Option will remain exercisable, to the extent exercisable as of the date of such termination, for a period of one year after such termination (but in no event after the Time of Termination).

  • Termination for Market Change (a) In the event of delay or interruption under B8.33, exceeding 90 days, and Contract has not been modified to include replacement timber, this contract may be terminated upon election and written notice by Purchaser, if (i) a rate redetermination for market change under B3.33 shows that the appraised weighted average Indicated Advertised Rate of all Included Timber remaining immediately prior to the delay or interruption has been reduced through a market change by an amount equal to or more than the the weighted average Current Contract Rate, or (ii) the appraised value of the remaining timber is insufficient to cover the adjusted base rates as determined under B3.33.

  • Refund or Payment upon Termination Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

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