Walk-Away Right. BHCP shall have the option, in its sole discretion, to terminate the Program and this Agreement if less than ninety percent (90%) of the Eligible Claimants in the MDL, any Other Federal Court Proceedings, or any State Court Proceedings, as defined below, constitute Program Participants (the “Walk Away Right”). For purposes of determining whether the foregoing participation threshold has been met, (a) the denominator will include (i) all Eligible Claimants alleging only a Gallbladder Injury; (ii) all Eligible Claimants alleging a Gallbladder Injury in combination with any additional injury other than a VTE or ATE; and (iii) all Eligible Claimants alleging a Gallbladder Injury in combination with a VTE or ATE if, as to each such claim, the Eligible Claimant has enrolled in the Program, and (b) the numerator will include all Eligible Claimants who are Program Participants. BHCP may exercise the Walk Away Right, if available, on or before 11:59 p.m. C.T. on the thirtieth (30th) day following the last Opt In Deadline attributable to an Eligible Claimant. BHCP shall exercise its Walk Away Right by filing notice through the MDL Court’s Electronic Case Filing System. BHCP also shall provide written notice of its exercise of the Walk Away Right, as applicable, to each of the state court judges presiding over the State Coordinating Courts, with a copy to state-court liaison counsel. The date on which BHCP’s Walk Away Right expires without previously having been exercised shall be the “Effective Date.”
Walk-Away Right. (A) Organon shall have the option, in its sole discretion, to terminate the Program and this Agreement if, but only if, certain thresholds of participation (“Required Participation Thresholds”) in the Settlement Program are not met, as set forth in Paragraph (B) below (the “Walk Away Right”).
(B) Organon’s Walk Away Right may be overcome only if each of the following Required Participation Thresholds is satisfied by the Program Participants:
(1) Overall Participation: No less than ninety-five percent (95%) participation of all Eligible Enrollees regardless of Alleged Injury;
Walk-Away Right. The Settling Defendants shall have the option, in their sole discretion, to terminate this Settlement Agreement (the “Walk-Away Right”) if any one of the following conditions is satisfied:
Walk-Away Right. 3M shall have the option, in its sole discretion, to terminate this Settlement Agreement and not proceed with the Settlement, without penalty, if any of the seventeen (17) parts of the “Required Participation Threshold” described in Paragraphs 9.1.1 through 9.1.18 is not met (the “Walk-Away Right”). After meeting and conferring, the parties have agreed that Exhibits E, F, and N represent a good-faith effort to list all Phase One and Phase Two Eligible Claimants; to state whether each Eligible Claimant has asserted any Claims against 3M in the Litigation; and to state the number of people served by each Eligible Claimant according to SDWIS (or to estimate that number where necessary). The parties may, however, by mutual agreement, correct such Exhibits, consistent with notification received pursuant to Paragraphs 5.2 and 8.2.2, before applying Paragraphs 9.1.1 through 9.1.18.
9.1.1. The first part of the Required Participation Threshold is satisfied if, according to Exhibit E, the number of Phase One Class Members serving 3,300 or fewer people exceeds Threshold Percentage A of the number of Phase One Eligible Claimants serving 3,300 or fewer people.
9.1.2. The second part of the Required Participation Threshold is satisfied if, according to Exhibit F, the number of Phase Two Class Members serving 3,300 or fewer people exceeds Threshold Percentage B of the number of Phase Two Eligible Claimants serving 3,300 or fewer people.
9.1.3. The third part of the Required Participation Threshold is satisfied if, according to Exhibit E, the number of Phase One Class Members serving 3,301 to 10,000 people exceeds Threshold Percentage C of the number of Phase One Eligible Claimants serving 3,301 to 10,000 people.
9.1.4. The fourth part of the Required Participation Threshold is satisfied if, according to Exhibit F, the number of Phase Two Class Members serving 3,301 to 10,000 people exceeds Threshold Percentage D of the number of Phase Two Eligible Claimants serving 3,301 to 10,000 people.
9.1.5. The fifth part of the Required Participation Threshold is satisfied if, according to Exhibit E, the number of Phase One Class Members serving 10,001 to 25,000 people exceeds Threshold Percentage E of the number of Phase One Eligible Claimants serving 10,001 to 25,000 people.
9.1.6. The sixth part of the Required Participation Threshold is satisfied if, according to Exhibit F, the number of Phase Two Class Members serving 10,001 to 25,000 people exceeds Threshold Percentage F of ...
Walk-Away Right. Tyco shall have the option, in its sole discretion, to terminate this Settlement Agreement (the “Walk-Away Right”) if any one of the following conditions is satisfied:
Walk-Away Right. (A) Takeda shall have the option, in its sole discretion, to terminate the Program and this Agreement if, but only if, in Takeda’s determination, certain thresholds of participation (“Required Participation Thresholds”) in the Program are not met, as set forth in Paragraph (B) below (the “Walk Away Right”).
(B) Takeda’s Walk Away Right may be overcome only if each of the following Required Participation Thresholds is satisfied by the enrollment of Program Participants:
(1) Overall Participation: No less than ninety-five percent (95%) participation of all Eligible Enrollees;
Walk-Away Right. Purchaser shall have the right to terminate this Agreement at any time prior to the Closing immediately upon notice to Seller if Purchaser discovers as a result of the above inspection or otherwise that any one of the following material misrepresentations has occurred:
(a) if there is a shortfall of $200,000 or more between the actual Bookings for the two (2) fiscal quarters of the Business, ending September 26, and December 26, 1997, compared against the Bookings for the same period represented by Seller on Exhibit 4.24(a) hereof;
(b) if there is a shortfall of $200,000 or more between the actual Backlog at December 26, 1997, compared against the Backlog at December 26, 1997 represented by Seller on Exhibit 4.21 hereof;
(c) if there is a shortfall of $200,000 or more between the actual Net Sales for the two (2) fiscal quarters of the Business, ending September 26, and December 26, 1997, compared against the Net Sales for the same period represented by Seller on Exhibit 4.24(b) hereof; or
(d) if there is a shortfall of $150,000 or more between the actual aggregate Gross Profit for the two (2) fiscal quarters of the Business, ending September 26, and December 26, 1997, after adjustments for certain one-time nonrecurring expenditures identified on Exhibit 2.6(b) hereto, compared against the Gross Profit for the same period represented by Seller on Exhibit 4.24(c) hereof. Upon such termination, Purchaser shall be entitled to an immediate return of the Deposit, including all interest earned thereon and shall have no further liability or obligation hereunder or otherwise to Seller.
Walk-Away Right. (A) BHCP shall have the option, in its sole discretion, to terminate the Program and this Agreement if, but only if, in BHCP's determination, certain thresholds of participation ("Reguired Participation Thresholds") in the Program are not met, as set forth in Paragraph (B) below (the "Walk Away Right").
(B) BHCP's Walk Away Right may be overcome only if each of the following Required Participation Thresholds is satisfied by the enrollment of Program Participants:
(1) Overall Participation: No less than ninety-seven point five percent (97.5%) of all Eligible Claimants;
Walk-Away Right. By signing this Agreement, the Consultant hereby elects to terminate his employment with the Company effective as of June 30, 2011. Notwithstanding anything to the contrary in the Employment Agreement, the Company and the Consultant acknowledge and agree that, for purposes of the Employment Agreement, the termination of employment described in this Section 6 will be deemed a termination by the Consultant for Good Reason (as defined in the Employment Agreement) and, upon such termination, the Consultant shall be eligible for any severance payments or benefits due pursuant to Section 5(e) of the Employment Agreement. Without limiting the foregoing, pursuant to Sections 5(d) and 5(e) of the Employment Agreement (including the limitations in the provisos to Section 5(d)), the Consultant’s Base Salary (as defined in the Employment Agreement) as of June 30, 2011 shall continue to be paid according to regular payroll practices through June 30, 2012, subject to Section 25 (Amendment) (as defined below); the Consultant shall be paid his 2011 Target Bonus (as defined in the Employment Agreement), which equals $454,750, at such time as it would have been payable if the Consultant’s employment had not been terminated; and Company shall pay the Consultant’s COBRA premium (provided the Consultant elects COBRA) in the same percentage that it would have paid his health coverage premium if he continued as an active employee with the elected coverage, which payment shall continue for the 12 months. The Consultant’s entitlement to such payments and benefits shall not in any respect be subject to, or contingent upon, any requirements or obligations under this Agreement, or any services or duties that he may perform or be required to perform pursuant to this Agreement; provided, however, that any such severance payments and benefits are conditioned upon the Consultant’s execution of a release pursuant to Section 5(g) of the Employment Agreement, in accordance with Section 25 (Amendment), which shall be provided to the Consultant on or prior to July 7, 2011; and provided further that Section 5(g) is amended to conform to IRS Notice 2010-80 to provide that if the payment period set forth in Section 5(g) had overlapped two calendar years then payments would have commenced in the second year.
Walk-Away Right. The Defendant shall have the option, in its sole discretion, to terminate this Settlement Agreement and not proceed with the Settlement, without penalty, or seek to renegotiate the terms of the Settlement Payment (see Paragraph K.1.a. below for terms) with Class Counsel (“Walk-Away Right”) if, but only if, the threshold of ninety-five percent (95%) participation of all Class Members (“Required Participation Threshold”) is not met (see Paragraph K.2. below for terms).
