Termination of Entitlement Sample Clauses

Termination of Entitlement. 6 (f) Lost, Stolen or Destroyed Certificates...........7 (g)
Sample 1Sample 2
AutoNDA by SimpleDocs
Termination of Entitlement. Upon demand by Parent, any shares of Parent Common Stock and any amounts payable pursuant to Section 4.2(d) that remain unclaimed by former shareholders of the Company for one year after the Effective Time shall be paid or transferred to Parent. Any holders of Common Shares who have not theretofore complied with this Article IV shall thereafter look only to Parent for payment of the Merger Consideration and any cash, dividends and other distributions in respect thereof payable and/or issuable pursuant to Section 4.1, Section 4.2(b) and Section 4.2(d) upon due surrender of their Certificates, in each case, without any interest thereon. Notwithstanding the foregoing, none of Parent, Merger Sub, the Surviving Corporation, the Exchange Agent or any other Person shall be liable to any former holder of Common Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. If any Certificates shall not have been surrendered immediately prior to the date on which any payment pursuant to this Article IV would otherwise escheat to or become property of any Governmental Entity, the payment in respect of such Certificate shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interests of any Person previously entitled thereto.
Sample 1Sample 2
Termination of Entitlement. For purposes of this Agreement, the Subject Shares will cease to be Registrable Common Stock when: (a) a Registration Statement with respect to the sale of the Subject Shares shall have become effective under the Securities Act and the Subject Shares shall have been transferred pursuant to such Registration Statement; (b) the Subject Shares shall have been transferred pursuant to Rule 144 (or any successor provisions) under the Securities Act; (c) certificates for the Subject Shares not bearing a legend restricting transfer thereof under the Securities Act shall have been delivered by the Company and, in the opinion of counsel for the Company, transfer of such shares may be made without registration or qualification under the Securities Act; or (d) the Subject Shares shall have ceased to be outstanding.
Sample 1
Termination of Entitlement. For purposes of this Agreement, the Subject Shares will cease to be Registrable Common Stock when: (a) a Registration Statement with respect to the sale of the Subject Shares shall have become effective under the Securities Act and the Subject Shares shall have been transferred pursuant to such Registration Statement; (b) the Subject Shares shall have been transferred pursuant to Rule 144 (or any successor provisions)
Sample 1
Termination of Entitlement. If any Certificates shall not have been surrendered immediately prior to the date (as notified in writing by Parent to the Exchange Agent) on which payment in respect of such Certificates pursuant to this Article IV would otherwise escheat to or become property of any Governmental Entity, to the extent permitted by applicable Law (x) the entitlement of the holder of such Certificate to any Merger Consideration, to any cash payment in lieu of a fractional entitlement pursuant to Section 4.2(d), and to any dividends or other distributions of Parent pursuant to Section 4.2(b) shall be extinguished absolutely and from that time the Exchange Agent shall no longer act as nominee for any holder of Certificates, and (y) upon demand by HDP, the Exchange Agent shall sell, on behalf of Parent, any remaining Parent Ordinary Shares issued to it pursuant to the last sentence of Section 4.2(b) and not otherwise distributed to holders of Common Shares entitled thereto, such sales to be executed on the LSE and the proceeds thereof remitted to HDP as soon as practicable thereafter.
Sample 1
Termination of Entitlement modify this provision clarifying that officers terminated for cause shall not be entitled to accrued time-related benefits.
Sample 1
Termination of Entitlement. 140401. Voluntary early departure from overseas theater. An enlisted member’s entitlement ceases on the day of PCS departure from the overseas area if the departure is the result of actions taken by or under the control of the member. 140402. Involuntary early departure from overseas theater. An enlisted member’s entitlement continues through the scheduled termination date if the PCS departure from the overseas area is the result of actions taken by the Military Service concerned. ★ February 1999 1405 SERVICE REGULATIONS The following individual Service regulations provide additional information: 140501. Army: Army Regulation 614-200 (reference (ah)) 140502. Navy: OPNAVINST 1306. 1 (reference (ag)) 140503. Air Force: DFAS-DE 7073.1-M (reference (ap))
Sample 1
AutoNDA by SimpleDocs

Related to Termination of Entitlement

  • Determination of Entitlement (a) Where there has been a written request by Indemnitee for indemnification pursuant to Section 5.01(b), then as soon as is reasonably practicable (but in any event not later than 60 days) after final disposition of the relevant Proceeding, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

  • Presumption of Entitlement Notwithstanding any other provision hereof, in making any Standard of Conduct Determination, the Person making such determination shall presume that Indemnitee has satisfied the applicable Standard of Conduct.

  • Termination of Engagement (a) This Agreement shall terminate (i) immediately upon the death of Consultant, (ii) at the option of either party hereto without cause upon thirty (30) days advance written notice from the terminating party to the other party, or (iii) upon the termination of this Agreement by the Contractor for "cause." For the purposes of this Agreement, "

  • Termination Effect of Termination 33 9.1 TERMINATION.................................................33 9.2

  • Determination of Entitlement to Indemnification To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

  • Effect of Termination of Service Except as otherwise provided in accordance with Section 4(b) above, if you cease to be a Service Provider, you will forfeit all unvested Units.

  • Benefits Termination Except for any right the Executive may have under the federal law known as “COBRA” or other applicable law to continue participation in the Company’s group health and dental plans at his cost, the Executive’s participation in all employee benefit plans shall terminate in accordance with the terms of the applicable benefit plans based on the date of termination of his employment, without regard to any continuation of the Base Salary or other payment to the Executive following termination of his employment, and the Executive shall not be eligible to earn vacation or other paid time off following the termination of his employment.

  • Termination of Services 6.2. To promote a non-discriminatory work environment based on the principle of equality, employers and the trade union should adopt appropriate measures to ensure that employees with HIV and AIDS are not unfairly discriminated against and are protected from victimisation through positive measures such as:

Time is Money Join Law Insider Premium to draft better contracts faster.