Termination of Agreement upon Certain Events Sample Clauses

Termination of Agreement upon Certain Events. In the event of: (a) a completed tender offer to purchase all or substantially all of the Company’s issued and outstanding securities or (b) a merger, consolidation or other reorganization of the Company with or into an unaffiliated entity that results in a subsequent change in control of the Company, then this Agreement shall terminate as of the closing of such event and the Shares restricted pursuant hereto shall be released from such restrictions.
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Termination of Agreement upon Certain Events. The Agreement, as amended hereby, shall terminate, be null and void and of no further force or effect whatsoever at such time as the Holding Company shall become subject to the reporting requirements of Section 15(d) or Section 13 of the Securities Exchange Act of 1934, as amended.
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Termination of Agreement upon Certain Events. (a) This Agreement shall be terminated and null and void effective upon and following a "Change in Control" of CH, or upon Davix X. Xxxxxxxx'x xxxth, legal incompetency, or termination as President and Chief Executive Officer of CH or, if applicable, its successors and assigns. A Change in Control means any of the following: (i) a tender offer or exchange offer is consummated for shares of common stock of CH, provided that the person making such offer purchases or otherwise acquires shares of CH's stock representing more than 50% of the outstanding shares of common stock pursuant to such offer; (ii) a merger or consolidation of CH with or into another corporation pursuant to which CH will not survive or will survive only as a subsidiary of another corporation (other than such a merger or consolidation involving CH (A) after which no person owns 20% or more of the stock of the resulting corporation who did not own such stock immediately before such merger or consolidation, or (B) in which all or substantially all of the stockholders of CH receive 50% or more of the stock of the resulting corporation, or (C) after which at least a majority of the board of directors of the resulting corporation were members of the board of directors of CH immediately prior to such merger of consolidation); (iii) a sale of all or substantially all of the assets of CH; (iv) any person or group (as such terms are defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) becomes the holder of 50% or more of the outstanding shares of common stock of CH; or (v) CH sells, liquidates (other than into itself or a wholly owned subsidiary of itself), or otherwise disposes of its entire ownership interest in BH Sub or other affiliate of CH which at the time employs Executive. The Merger shall not be deemed to constitute a Change in Control of CH.
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Related to Termination of Agreement upon Certain Events

  • Termination Upon Certain Events 17 16.2 Procedures....................................................17

  • Adjustments Upon Certain Events In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion, adjust any Shares or RSUs subject to this Agreement to reflect such Adjustment Event.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Termination of Agreements (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo and each member of the SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any member of the SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

  • Amendment or Termination of Agreement This Agreement may be changed or terminated only upon the mutual written consent of the Company and Executive. The written consent of the Company to a change or termination of this Agreement must be signed by an executive officer of the Company after such change or termination has been approved by the Board.

  • Termination of Master AAU This Master AAU may be terminated by either party hereto upon five business days’ written notice to the other party; provided, however, that with respect to any Offering for which an AAU was sent prior to such notice, this Master AAU as it applies to such Offering will remain in full force and effect and will terminate with respect to such Offering in accordance with Section 9.1 hereof.

  • Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events If (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash, (ii) a Merger Event or Tender Offer that is within Counterparty’s control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) of the Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”), then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) Counterparty remakes the representation set forth in Section 8(f) as of the date of such election and (c) Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Payments Upon Certain Terminations (i) If Executive’s employment is terminated by Employer Without Cause or Executive terminates his employment for Good Reason, Employer shall pay or provide to Executive as severance payments and benefits the following:

  • Early Termination of Agreement This Agreement may be terminated prior to the Ending Date upon any one of the following events:

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