Termination of the Agreement by the Company Sample Clauses

Termination of the Agreement by the Company. NXR Global reserves the right to terminate any membership for violating the above Terms. Any behavior that is deemed as inappropriate or detrimental to the company and/or its affiliates is grounds for termination. In addition to this, any chargebacks or charge disputes issued by a NXR Global member against NXR Global or any of our affiliated companies will result in immediate termination of the Member's accounts. In the event of termination, you must immediately cease representing yourself as a Distributor. The Company reserves the right to terminate any other household position, DBA, corporation, partnership or trust in the event of termination arising from a Compliance Committee finding. If a position is terminated, all current and pending commissions and/or bonuses otherwise entitled to the terminated position will roll up to the next qualified position. The Company reserves the right to terminate an inactive person. Upon termination, you shall have no right, title, claim or compensation derived from the sales of products in your downline, organization or any future bonuses and/or commissions from sales generated by the organization. You: • Shall not refer yourself as a Distributor. • Shall not have the right to sell Company Products. • Must discontinue using any materials bearing any Company logo, trademark or service mark. • Shall not continue to communicate with the Company.
Sample 1
AutoNDA by SimpleDocs
Termination of the Agreement by the Company. This Agreement may be terminated in full by the Company at any time prior to the Offer Closing Time if: (a) (i) the Bidder fails to commence the Tender Offer in violation of Section 3.1 or otherwise by June 30, 2024 (the “Required Commencement Date”); provided, however, that (A) the right to terminate this Agreement under this Section 13.3(a)(i) shall not be available to the Company to the extent that the Company’s breach of any provision of this Agreement has been the primary cause of, or principally resulted in, the failure of the Bidder to commence the Tender Offer by the Required Commencement Date and (B) if the Company or its Representatives fail to deliver the information concerning the Marel Group necessary to enable JBT to prepare required pro forma financial statements and related footnotes pursuant to Section 2.4(b) and the historical financial statements and related footnotes required in connection with the Registration Statement at the time of the initial filing of the Registration Statement (collectively, the “Required Company Information”) by April 30, 2024, then the Required Commencement Date shall be automatically extended, without any action required by either Party, by the number of Business Days equivalent to the number of Business Days in the period of time starting on April 30, 2024 and ending on the date of delivery of the Required Company Information by the Company or its Representatives to JBT, or (ii) (A) the Closing Conditions have been satisfied or waived at or prior to the Expiration Date (other than those Closing Conditions that by their nature are to be satisfied at the Expiration Date, but subject to such conditions being able to be satisfied at the Expiration Date or being waived at the Expiration Date), (B) the Bidder, in violation of the terms of this Agreement, fails to accept for purchase Marel Shares validly tendered (and not withdrawn) pursuant to the Tender Offer prior to the expiration of the Failure Notice Period (as defined below) and (C) the Company has delivered written notice (the “Company’s Notice”) to the Bidder of the Company’s intention to terminate this Agreement pursuant to this Section 13.3(a)(ii) if the Bidder fails to accept for purchase Marel Shares validly tendered (and not validly withdrawn) pursuant to the Tender Offer by 11:59 p.m. (New York City time) on the second (2nd) Business Day following the date of the Company’s delivery of the Company’s Notice (or such shorter period of time as remains pri...
Sample 1
Termination of the Agreement by the Company. The Legends Network reserves the right to terminate any membership for violating the above Terms. Any behavior that is deemed as inappropriate or detrimental to the company and/or its affiliates is grounds for termination. In addition to this, any chargebacks or charge disputes issued by a The Legends Network member against The Legends Network or any of our affiliated companies will result in immediate termination of the Member's accounts in The Legends Network. In the event of termination, you must immediately cease representing yourself as a Distributor. The Company reserves the right to terminate any other household position, DBA, corporation, partnership or trust in the event of termination arising from a Compliance Committee finding. If a position is terminated, all current and pending commissions and/or bonuses otherwise entitled to the terminated position will roll up to the next qualified position. The Company reserves the right to terminate an inactive person. Upon termination, you shall have no right, title, claim or compensation derived from the sales of services in your downline, organization or any future bonuses and/or commissions from sales generated by the organization. You: • Shall not refer yourself as a Distributor. • Shall not have the right to sell Company Services.. • Must discontinue using any materials bearing any Company logo, trademark or service mark. • Shall not continue to communicate with the Company.
Sample 1
Termination of the Agreement by the Company. WorldCom may terminate this Agreement immediately upon notice to Customer if (a) Customer fails to provide a bond or security deposit as required under Section 8.2 above; or (b) Customer provides false information to the Company regarding the Customer’s identity, credit-worthiness, or its planned use of the Services. In addition, the Company may terminate this Agreement for Cause.
Sample 1
Termination of the Agreement by the Company. Nexus Rewards reserves the right to terminate any membership for violating the above Terms. Any behavior that is deemed as inappropriate or detrimental to the company and/or its affiliates is grounds for termination. In addition to this, any chargebacks or charge disputes issued by a Nexus Rewards member against Nexus Rewards or any of our affiliated companies will result in immediate termination of the Member's accounts. In the event of termination, you must immediately cease representing yourself as a Distributor. The Company reserves the right to terminate any other household position, DBA, corporation, partnership or trust in the event of termination arising from a Compliance Committee finding. If a position is terminated, all current and pending commissions and/or bonuses otherwise entitled to the terminated position will roll up to the next qualified position. The Company reserves the right to terminate an inactive person. Upon termination, you shall have no right, title, claim or compensation derived from the sales of products in your downline, organization or any future bonuses and/or commissions from sales generated by the organization. You: • Shall not refer yourself as a Distributor. • Shall not have the right to sell Company Products / Membership. • Must discontinue using any materials bearing any Company logo, trademark or service mark. • Shall not continue to communicate with the Company.
Sample 1
Termination of the Agreement by the Company. Jupiter Wellness acknowledges that time is of the essence in the payment of all compensation due Company hereunder. In the event any compensation set forth in Section 7 is not timely paid or provided by Jupiter Wellness, Company shall have the right to terminate this Agreement, effective upon the expiration of thirty (30) days following written notice to Jupiter Wellness of Company’s election to so terminate for failure of Jupiter Wellness to perform in accordance with the provisions hereof. Jupiter Wellness shall have the right to cure such failure by making the required payment within the thirty (30) day period following such written notice, and in that event, this Agreement shall continue in force. Company may also terminate this Agreement immediately upon the occurrence of any of the following events: (a) a material breach by Jupiter Wellness of any of the terms of this Agreement, provided Jupiter Wellness has failed to cure such breach within thirty (30) days of receiving notice by Company of such breach; or (b) Jupiter Wellness is adjudicated insolvent, seeks protection under the United States Bankruptcy Code, or discontinues the sale of the Products; or (c) Jupiter Wellness is engaged in a corporate scandal that shocks, insults or offends a substantial class or group of the community or offends public morals and decency to such an extent that the Player’s personal brand is substantially impaired due to his association with Jupiter Wellness; or (d) Any of the Products receive unwelcome criticism or reviews on a consistent basis such that, in the Company’s reasonable opinion, the Player’s continued association with the Products brings him or the Company into disrepute; or (e) Any of the Products are found to contain substances which are on WADA banned listed of substances. Any such termination shall not relieve Jupiter Wellness of its obligation to pay Company all Fees earned by Company prior to the effective date of such termination, or to issue any shares that may be subject to the warrants referred to in Section 7(a)(iii). Accordingly, Company shall not waive any of Company’s rights at law or in equity. Any act or omission by Player which would have been a breach of this Agreement were such act or omission committed by Company, shall be deemed to be a breach of this Agreement by Company.
Sample 1
Termination of the Agreement by the Company. (a) During the first 12 months of this Agreement- (i) In the event the Consultant has not reached 100% of the semi-annual targets under section 3.2 (d) herein, the Company may terminate this Agreement, with or without cause, upon a two (2) month advance written notice to the Consultant. (ii) In the event the Consultant has reached the targets determined under section 3.2 (d) herein the Company may terminate this Agreement, with or without cause, upon a four (4) month advance written notice to the Consultant. (b) Following the first 12 months of this Agreement, the Company may terminate this Agreement, with or without cause, upon a four (4) month advance written notice to the Consultant. (c) Notwithstanding anything to the contrary, in the event of a Justifiable Cause (as defined below and subject to any applicable law), the Company shall be entitled to terminate this Agreement immediately without any advance written notice and this Agreement and the relationship shall be deemed effectively terminated as of the time of delivery of such notice. The term "Justifiable Cause" shall mean: (i) the Consultant's conviction of a felony deemed by the court to be of disgraceful nature; (ii) the Consultant's material breach of the terms and conditions of this Agreement including but not limited to willful breach of his confidentiality and/or non-competition duties; (iii) the Consultant's involvement with an act which constitutes a breach of the Company’s trust including but not limited to: fraud, misappropriation, embezzlement, theft from the Company, or other acts of material dishonesty against the Company; or (iv) the Consultant’s willful engagement in gross misconduct materially injurious to the Company. It is hereby agreed that in the event of termination for Justifiable Cause, the Consultant’s contractual relationship shall be terminated immediately and unilaterally, and the Consultant shall not be entitled to any Monthly Retainer fee and/or Annual Success Bonus.
Sample 1
AutoNDA by SimpleDocs
Termination of the Agreement by the Company. To the extent permitted under Code Section 409A, the Committee shall have the authority, in its sole discretion, to terminate the Agreement and distribute the Participant’s entire Deferred Compensation Account to the Participant or, if applicable, his Beneficiary provided that: (i) All arrangements sponsored by the Company that would be aggregated with this Agreement under Proposed Regulation Section 1.409A-1(c) if the Participant participated in all of the arrangements are terminated; (ii) No payments other than payments that would be payable under the terms of this Agreement and the other aggregated arrangements if the termination had not occurred are made within twelve months of the termination of this Agreement and the other aggregated arrangements; (iii) All payments under this Agreement and the other aggregated arrangements are made within twenty four months of the termination of this Agreement and the other aggregated arrangements; and (iv) The Company does not adopt a new arrangement that would be aggregated with this Agreement and any other terminated arrangements under Proposed Regulation Section 1.409A-1(c) if the Participant had participated in both arrangements, at any time within five years following the date of termination of this Agreement and the other terminated arrangements.
Sample 1

Related to Termination of the Agreement by the Company

  • Employment by the Company Executive agrees to be employed by the Company during the Term upon the terms and subject to the conditions set forth in this Agreement. Executive shall serve as an executive of the Company and shall have such duties as may be prescribed by the Company and shall serve in such other and/or additional position(s) as the Company may determine from time to time.

  • Other Termination by the Company If the Company terminates Executive's employment without Cause before this Agreement terminates, or Executive terminates his employment for Good Reason (defined below), the Company will pay Executive for the remainder of the Term the compensation and other benefits he would have been entitled to if his employment had not terminated.

  • Limitation on Resignation and Assignment by the Servicer The Seller has entered into this Agreement with the Servicer in reliance upon the independent status of the Servicer, and the representations as to the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the Servicer shall neither assign its rights under this Agreement or the servicing hereunder nor delegate its duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Seller (as owner of the servicing rights relating to the Mortgage Loans) and the Master Servicer, which consent, in the case of an assignment of rights or delegation of duties, shall be granted or withheld in the discretion of the Seller and the Master Servicer, and which consent, in the case of a sale or disposition of all or substantially all of the property or assets of the Servicer, shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Master Servicer and the Trustee a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. Notwithstanding the foregoing, the Servicer, without the consent of the Seller (as owner of the servicing rights relating to the Mortgage Loans), the Master Servicer or the Trustee, may retain third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions; provided, that the retention of such contractors by Servicer shall not limit the obligation of the Servicer to service the Mortgage Loans pursuant to the terms and conditions of this Agreement. The Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer and the Master Servicer or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Master Servicer and the Trustee. No such resignation shall become effective until a successor shall have assumed the Servicer’s responsibilities and obligations hereunder in the manner provided in Section 9.01. Without in any way limiting the generality of this Section 7.03, in the event that the Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written consent of the Seller, the Trustee and the Master Servicer, then the Seller, the Trustee or the Master Servicer shall have the right to terminate this Agreement upon notice given as set forth in Section 8.01, without any payment of any penalty or damages and without any liability whatsoever to the Servicer or any third party.

  • Termination by the Company This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. (b) In the event the Sellers elect to terminate this Agreement pursuant to clause (a) above, the Sellers shall, concurrently with such termination, pay to the Purchasers an amount equal to LTM Fee Revenue multiplied by 1.40. (c) For purposes of this Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Sellers elect to exercise their termination right pursuant to this Section 7.2.2.

  • Assignment by the Company The rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Investor.

  • Termination of the Company Upon the voluntary termination of the Company upon the consent of the Members, the sale or other transfer of all or substantially all of the Company's assets or any other termination of the Company in accordance with the provisions of this Agreement, the Company shall wind up its affairs and shall then be liquidated as provided in Article 13.

  • Termination of Employment by the Company During the Term, the Company may terminate the Executive's employment at any time with or without Cause (as defined below) pursuant to the Notice of Termination provision below.

  • Termination for Cause by the Company The Company may terminate your employment hereunder for “Cause” at any time after providing a written notice of termination for Cause to you. For purposes of this Agreement, you shall be treated as having been terminated for Cause if and only if you are terminated as a result of the occurrence of one or more of the following events: (i) any willful and wrongful conduct or omission by you that demonstrably and materially injures the Company or its affiliates; (ii) any act by you of fraud, dishonesty, gross negligence, or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any affiliate; (iii) you being convicted of, confessing to, pleading nolo contendere to, or becoming the subject of proceedings that provide a reasonable basis for the Company to believe that you have engaged in a felony or any crime involving dishonesty or moral turpitude; (iv) your willful and material violation of any written policies or procedures of the Company, including but not limited to the Company’s code of business conduct, code of ethics and xxxxxxx xxxxxxx policy; (v) your willful and continuous failure to substantially perform your duties or responsibilities hereunder (other than as a result of physical or mental illness), including, but not limited to: (A) significant and/or repeated gross underperformance of the overall area of aggregate responsibilities then under your supervision; or (B) the failure to follow the lawful directions of the Company’s Chief Executive Officer, or if you do not report directly to the Chief Executive Officer, of your supervising officer, in a manner consistent with this Agreement; or (vi) your material, and intentional or willful, violation of any restrictive covenant provided for under this Agreement or any other agreement with the Company to which you are a party. For purposes of this Agreement an act or failure to act shall be considered “willful” only if done or omitted to be done without your good faith reasonable belief that such act or failure to act was in the best interests of the Company. Notwithstanding the foregoing, you shall not be treated as having been terminated as a result of an event described in subsection (i), (iv), (v) or (vi) unless the Company notifies you in writing of the event not more than ninety (90) days after the Company knows, or with the exercise of reasonable diligence would have known, of the occurrence of such event, and you fail within thirty (30) days after receipt of such notice to cure such event to the Company’s reasonable satisfaction; provided, however, that in no event shall the Company’s failure to notify you of the occurrence of any event constituting Cause, or to terminate you as a result of such event, be construed as a consent to the occurrence of future events, whether or not similar to the initial occurrence, or a waiver of the Company’s right to terminate you for Cause as a result thereof.

  • For Cause by the Company The Company may terminate the ------------------------- Employee's employment hereunder for cause immediately and with prompt notice to the Employee, which cause shall be determined in good faith solely by the Board of Directors. "Cause" for termination shall include, but is not limited to, the following conduct of the Employee:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!