Unilateral Termination of Board Country Agreements Sample Clauses

Unilateral Termination of Board Country Agreements. Notwithstanding any other provision of this Agreement, if M or S-P determines to terminate all of its business and operations (with respect to all products, not just the Cholesterol Products) in an EMEA Board Country or Far East Board Country (any such country, a “Terminated Country”), then the terminating Party shall have the right to unilaterally terminate (or cause its Local Affiliate to unilaterally terminate) any EMEA Board Country Agreement, Far East Board Country Agreement and/or any applicable Sub-Distribution Agreement, in effect with respect to the Terminated Country, provided that no such termination shall be effective (i) unless the terminating Party has provided the other Party with at least 90 days prior written notice of termination, (ii) until all such other business and operations have been terminated and (iii) with respect to an EMEA Co-Venture Agreement, EMEA Co-Branding Agreement or Far East Co-Venture Agreement, until the terminating Party has entered into arrangements reasonably satisfactory to the other Party which provide (x) for the allocation of profit and loss arising from subsequent Third Party sales in such Terminated Country under the Singapore Partnership Agreement, [*]% to the terminating Party and [*]% to the other Party from and after the date of termination and (y) the other Party to have all such rights as may be necessary to continue selling the Cholesterol Products in the Terminated Country. Any Terminated Country that was an EMEA Single Presence Country shall, following such termination, be treated as an EMEA No Presence Country. Any Terminated Country that was a Far East Single Presence Country shall, following such termination, be treated as a Far East Co-Marketing Country.
Sample 1
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Related to Unilateral Termination of Board Country Agreements

  • Unilateral Termination (a) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement.

  • 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.

  • Amendment Termination Etc This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be amended, modified or extended, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Shareholders that hold a majority of the Registrable Securities held by all the Shareholders; provided, however, that any amendment, modification, extension or waiver (an “Amendment”) shall also require the consent of any Shareholder who would be disproportionately and adversely affected thereby. Each such Amendment shall be binding upon each of the Parties and each Holder subject hereto. In addition, each of the Parties and each Holder subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. This Agreement may be terminated only by an agreement in writing signed by the Company and each of the Shareholders who then hold Registrable Securities. No termination under this Agreement shall relieve any Person of liability for breach prior to termination. In the event this Agreement is terminated, each person entitled to indemnification or contribution under this Agreement shall retain such indemnification and contribution rights respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Term; Termination; Amendment As to each Fund, this Agreement shall become effective and shall run for an initial period as specified for each Fund in Schedule A hereto. This Agreement shall continue in force from year to year after the initial period with respect to each Fund, but only as long as such continuance is specifically approved for each Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for each Fund, Sub-Adviser may continue to serve in such capacity for each Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by either party on sixty (60) days’ written notice to Sub-Adviser. This Agreement may also be terminated by the Trust with respect to each Fund by action of the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund on sixty (60) days’ written notice to Sub-Adviser by the Trust. This Agreement may be terminated with respect to a Fund at any time without the payment of any penalty by Manager or the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of such Fund in the event that it shall have been established by a court of competent jurisdiction that Sub-Adviser or any officer or director of Sub-Adviser has taken any action which results in a breach of the covenants of Sub-Adviser set forth herein. The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder. Termination of this Agreement shall not affect the right of Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 4 earned prior to such termination. This Agreement shall automatically terminate in the event the Management Agreement between Manager and the Trust is terminated, assigned or not renewed.

  • Termination of Consulting Agreement As of the Effective Date, the Consulting Agreement is hereby terminated and is of no further force or effect.

  • Duration Termination of Trust Amendment Mergers Etc 11.1 Duration 17 11.2 Termination 17 11.3 Amendment Procedure 18 11.4 Merger, Consolidation and Sale of Assets 19 11.5 Subsidiaries 19 11.6 Conversion 19 11.7 Certain Transactions 19

  • Term Termination 8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.

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