Termination of Advisor Sample Clauses
Termination of Advisor. (a) This Agreement shall continue in effect until each of the Partnerships shall have been terminated and the business of the Partnerships wound up, except as set forth in paragraphs (b) and (c) below.
(b) Except as hereinafter provided, the Advisor shall be entitled to resign its appointment hereunder by giving not less than six months' notice in writing to the Manager; provided, however, that the resignation of the Advisor shall not take effect unless and until a new Advisor shall have been appointed by the Manager as provided in the Management Agreement.
(i) Subject to paragraph (ii) below, the Manager shall, if the partners holding a majority of the aggregate number of Interests in both Partnerships (voting together as a single class) so vote pursuant to the terms of their respective Partnership Agreements, terminate the appointment of the Advisor following 30 days' written notice to the Advisor in any of the following events:
(1) if the Advisor goes into liquidation (except a voluntary liquidation contemplated by this Agreement or for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the Oversight Board) or becomes bankrupt as defined in the Ordinance of the President of the Republic of Poland dated October 24, 1934 on the Bankruptcy Law (Journal of Laws of the Republic of Poland 1991, No. 118, item 512 and 1994, No. 1, item 1) or any other governing insolvency law or if a receiver is appointed for any of the assets of the Advisor; or
(2) if the Advisor shall commit any material breach of its obligations under this Agreement and (if such breach shall be capable of remedy) shall fail to cure such breach within thirty days of receipt of notice in writing served by the Oversight Board (as defined in the Management Agreement) requiring it to do so.
(ii) Notwithstanding the provisions of paragraph (i) above, the Manager shall not terminate the appointment of the Advisor without the prior written consent of (x) EBRD at any time during which EBRD holds at least ten percent (10%) of the aggregate number of Interests in the Partnerships, (y) DEG at any time during which DEG is entitled to exercise the approval rights granted to it by Sections 1(c)(1), 1(c)(3), l(c)(5), 5(c) and 7(b) of the Management Agreement and (z) the Pittsburgh Representative (as defined in the Management Agreement) at any time during which the Pittsburgh Representative is entitled to exercise the approval rights granted to him by Sections 1(c)(1),...
Termination of Advisor. ASSET MANAGER 70%. Advisor Asset Manager 70% agrees that as soon as reasonably practicable after distribution of the Asset Manager 70% Shares, Advisor Asset Manager 70% shall be terminated as a series of Fidelity ▇▇▇▇▇▇▇ Street Trust pursuant to its Amended and Restated Declaration of Trust, any further actions shall be taken in connection therewith as required by applicable law, and on and after the Closing Date Advisor Asset Manager 70% shall not conduct any business except in connection with its liquidation and termination.
Termination of Advisor. If the Valuation Date is the effective date of any termination of Advisor’s service as advisor of the Company in accordance with the Advisory Agreement for any reason, then the calculations contemplated by Section 3(b) shall be made based on actual performance as of (and including) the effective date of the termination as if such termination had not occurred; provided, however, that (i) the Absolute TSR Amount shall be determined (without pro-ration) based on performance as of (and including) the last Trading Day prior to such date, as measured against the Absolute TSR hurdles set forth in Section 3(b)(ii) above, and as such Absolute TSR hurdles are reduced on a pro-rata basis based on the number of full days elapsed in the Performance Period through such effective date of termination, and (ii) the Relative TSR Amount shall be determined (without pro-ration) based on the performance as of (and including) the last Trading Day prior to such date.
Termination of Advisor. If the Valuation Date is the effective date of any termination of the Advisor’s service as advisor of the Company in accordance with the Advisory Agreement for any reason, then the calculations contemplated by Section 2(b) shall be made based on actual performance as of (and including) the effective date of termination as if such termination had not occurred; provided, however, that (i) the Absolute TSR Amount shall be determined (without proration) based on performance as of (and including) the last Trading Day prior to such date, as measured against the Absolute TSR hurdles set forth in Section 2(b)(ii) above, and as such Absolute TSR hurdles are reduced on a pro rata basis based on the number of full Trading Days elapsed in the Performance Period through the effective date of termination over the number of Trading Days during the period from the Grant Date through the third anniversary of the Grant Date, and (ii) the Relative TSR Amount shall be determined (without proration) based on the performance as of (and including) the last Trading Day prior to such date.
Termination of Advisor