Termination of Service for A Permitted Reason Sample Clauses

Termination of Service for A Permitted Reason. (A) Following a termination of Service (I) by the Company for any reason other than "cause," (II) by the Purchaser by resignation with "good reason," (III) death or (IV)"disability," each as defined in the Purchaser's employment contract, or, if the Purchaser does not have such a contract, as defined on Annex 2 to this Agreement (a "Permitted Reason"), the Company shall have the right to purchase all or any portion of the vested Shares of the Purchaser at any time within 12 months following such termination of Service. If such Company purchase would occur before (a) the Purchaser has held the Shares six months or (b) the date which is six months following the vesting of the Shares to be purchased, the repurchase shall occur six months and one day after the later of the purchase of the Shares by the Purchaser or vesting, as the case may be, and for the then current Fair Market Value. Such purchase will be at the Fair Market Value of such Shares at the time of the exercise of such right. To exercise such right, Company shall give the Purchaser written notice of the sale in the same manner and with the same effect as a Compelled Sale, pursuant to Section 5.4; provided, however, if at the time of the exercise of such right there shall exist any Company Payment Condition, the Company may defer the payment for the purchase until such time as the Company Payment Condition no longer exists. The Company will purchase all unvested Shares of such Purchaser within 60 days of the Purchaser's such termination of Service; provided, however, if at the time of the exercise of such right there shall exist any Company Payment Condition, the Company may defer the payment for the purchase until such time as the Company Payment Condition no longer exists.
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Termination of Service for A Permitted Reason. (A) Following a termination of Service (I) by the Company for any reason other than "cause," (II) by the Purchaser by resignation with "good reason," (III) death or (IV) "disability," each as defined in the Purchaser's employment contract, or, if the Purchaser does not have such a contract, as defined on Annex 2 to this Agreement (a "Permitted Reason"), the Company shall have the right to purchase all or any portion of the vested Shares of the Purchaser at any time within 12 months following such termination of Service. Such purchase will be at the Fair Market Value of such Shares at the time of the exercise of such right. To exercise such right, Company shall give the Purchaser written notice of the sale in the same manner and with the same effect as a Compelled Sale, pursuant to Section 5.4; provided, however, if at the time of the exercise of such right there shall exist any Company Payment Condition, the Company may defer the payment for the purchase until such time as the Company Payment Condition no longer exists. The Company will purchase all unvested Shares of such Purchaser within 60 days of the Purchaser's such termination of Service; provided, however, if at the time of the exercise of such right there shall exist any Company Payment Condition, the Company may defer the payment for the purchase until such time as the Company Payment Condition no longer exists.
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Related to Termination of Service for A Permitted Reason

  • Termination of Service for Cause If your Service is terminated by the Company for Cause or if you commit an act(s) of Cause while this Option is outstanding, as determined by the Committee in its sole discretion, then you shall immediately forfeit all rights to your Option without consideration, including any vested portion of the Option, and the entire Option shall immediately expire, and any rights, payments and benefits with respect to the Option shall be subject to reduction or recoupment in accordance with the Clawback Policy and the Plan. For avoidance of doubt, your Service shall also be deemed to have been terminated for Cause by the Company if, after your Service has otherwise terminated, facts and circumstances are discovered that would have justified a termination for Cause, including, without limitation, your violation of Company policies or breach of confidentiality or other restrictive covenants or conditions that may apply to you prior to or after your Termination Date.

  • Termination of Serviced Duties At the time all of the applicable Seller’s obligations under any Serviced Appointment are terminated and/or of no further force and effect (the “Appointment Expiration Time”), including upon or following any (a) valid termination or removal of the applicable Seller from all Corporate Trust Capacities with respect to a Serviced Appointment, whether as a Succeeded Appointment or otherwise, or (b) with the prior consent of the applicable Purchaser, resignation by, assignment by or succession of the applicable Seller from all Corporate Trust Capacities with respect to a Serviced Appointment, whether as a Succeeded Appointment or otherwise, the Purchasers (i) shall have no further Serviced Duties under this Agreement in connection with such Appointments and (ii) shall not be responsible hereunder for any of the duties, obligations or liabilities related to such Appointments accruing or arising on or after the Appointment Expiration Time, or for any performance, duties or obligations related thereto arising prior to, but requiring performance after, the Appointment Expiration Time, in each case, without limiting the Purchasers’ obligations under the Purchase Agreement. The parties shall execute, or procure the execution of, such documents and instruments as may be reasonably necessary to give effect to this Section 3.7.

  • 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.

  • Termination of Services If the Optionee’s services with the Company and all Related Corporations are terminated for any reason (other than death or disability) prior to the Expiration Date, then this Option may be exercised by Optionee, to the extent of the number of Common Shares with respect to which the Optionee could have exercised it on the date of such termination of services, at any time prior to the earlier of (i) the Expiration Date, or (ii) three months after such termination of services. Any part of the Option that was not exercisable immediately before the termination of Optionee’s services shall terminate at that time.

  • Termination of Service Due to Death or Disability If an Awardee’s service on the Board terminates by reason of death or Disability, the restrictions and risk of forfeiture with respect to the Restricted Stock which have not expired shall immediately lapse and all shares of the Restricted Stock shall be deemed fully vested and nonforfeitable.

  • Forfeiture upon Termination of Status as a Service Provider Notwithstanding any contrary provision of this Award Agreement, the balance of the Restricted Stock Units that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately terminate.

  • Termination of Service Termination of Service shall mean the Executive's voluntary resignation of service by the Executive or the Bank's discharge of the Executive without cause, prior to the Early Retirement Date (Subparagraph I [K]).

  • Other Termination of Service If the Optionee's Service with the Participating Company Group terminates for any reason, except Disability or death, the Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee's Service terminated, may be exercised by the Optionee within three (3) months after the date on which the Optionee's Service terminated, but in any event no later than the Option Expiration Date.

  • Effect of Termination of Service on Restricted Stock Award 10.1 This Restricted Stock Award will vest as follows:

  • DEFAULT; TERMINATION OF SERVICER 95 SECTION 7.01. Events of Default...........................................................95 SECTION 7.02. Trustee to Act; Appointment of Successor....................................97 SECTION 7.03. Notification to Certificateholders..........................................98

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