Company’s Right to Terminate Notwithstanding the provisions of Section 3.1, Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons: (a) upon Executive’s death; (b) upon Executive’s Disability; (c) for Cause; or (d) at any time, for any other reason whatsoever, in the sole discretion of the Board.
Conditions to Each Party’s Obligations under this Agreement The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, none of which may be waived:
Conditions to Obligations of Each Party Under This Agreement The respective obligations of each party to effect the Merger and the other transactions contemplated herein shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law:
Modifications and Waivers; Obligation of the Company Absolute The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of at least a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed.
Payments under this Agreement In the event that one party (the “Owing Party”) is required to make a payment to another party (the “Owed Party”) pursuant to this Agreement, then such payments shall be made according to this Section 7.05.
Termination by Either Parent or the Company This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by either Parent or the Company upon written notice to the other party: (a) at any time after 12:01 a.m. Eastern Time on February 29, 2024 (the “Outside Date”) if the Acceptance Time shall not have occurred on or before the Outside Date; provided, further, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any party to this Agreement if the failure of such party to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date; or (b) if any Order having the effect set forth in paragraph (b) of Annex I shall be in effect and shall have become final and nonappealable, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any party to this Agreement whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order. (c) if the Offer (as it may have been extended pursuant to this Agreement) shall have expired as a result of the non-satisfaction of one or more Offer Conditions or is terminated or withdrawn prior to the Acceptance Time (to the extent permitted under the terms of this Agreement) without the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to a party if that party’s failure to perform any of its covenants or agreements under this Agreement has been a principal cause of the failure of the Acceptance Time to occur by the Outside Date.
Obligations of the Company Upon Termination (a) Termination Other Than for Cause, Death or Disability if Employee ----------------------------------------------------------------- Agrees to Cancellation of Change of Control Agreement. If, during the ----------------------------------------------------- Employment Period, the Company shall terminate the Executive's employment other than for Cause or death or Disability, and, subject to (i) the execution by the Executive of the Release attached as Exhibit A hereto, and (ii) the automatic cancellation of any right the Executive might otherwise have under the Change of Control Agreement previously entered into between the Executive and the Company, a copy of which is attached as Exhibit B, the Executive shall be entitled to all of the following: (i) the Company shall pay to the Executive in a lump sum in cash within 15 calendar days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Minimum Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof, which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); and B. an amount equal to the product of (1) three and (2) the highest amount actually paid to the Executive in cash compensation (that is, Annual Base Salary plus bonus(es) actually paid) in any one of the previous three calendar years; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's qualified defined benefit retirement plan (the "Retirement Plan") and immediately prior to the Effective Date under the Retirement Plan, and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is that required by Section 3(b)(i) and Section 3(b)(ii), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; (ii) all stock options, restricted stock and other stock-based compensation shall become immediately exercisable or vested, as the case may be, and stock options shall be exercisable for three years thereafter; (iii) for the Continuation Period (as defined below), the Company shall continue to pay the premium for benefits to the Executive and/or the Executive's dependents equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) of this Agreement if the Executive's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer- provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, and provided further that the Executive and the Executive's dependents otherwise are and remain eligible for coverage under the federal law COBRA. The Continuation Period shall be three years. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iv) the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and (v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits, other than (x) severance benefits and (y) any benefits or payments under the Change of Control Agreement (Exhibit B), all rights to which the Executive shall have relinquished as partial consideration for the payments and benefits under this Section 5(a), that are required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other (b) Termination Other than for Cause, Death or Disability if the Executive ---------------------------------------------------------------------- Does Not Agree to Cancellation of Change of Control Agreement. If, ------------------------------------------------------------- during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, death or Disability, and the Executive elects to maintain in effect the Change of Control Agreement previously entered into between the Executive and the Company, a copy of which is attached as Exhibit B, this Agreement shall terminate without further obligations on the part of the Company to the Executive other than obligation to pay to the Executive (x) his or her Annual Base Salary through the Date of Termination, (y) the amount of any compensation previously deferred by the Executive, and (z) Other Benefits, in each case to the extent theretofore unpaid.
Right to Terminate Following Termination Event Sections 6(b)(ii)-(iv) are deleted in their entirety and replaced by the following:
Licensee’s Right to Terminate Licensee may, at its option, without prejudice to any other remedies it may have, terminate this agreement by giving written notice of such termination to Licensor as follows: (a) immediately, in the event that Licensor abandons the Licensed Marks or otherwise ceases to support the Licensed Marks in Licensor's business; or (b) immediately in the event of the occurrence of a Bankruptcy with respect to Licensor; or (c) immediately in the event of an occurrence of termination pursuant to Section 13.2(d).
Executive’s Right to Terminate Notwithstanding the provisions of paragraph 2.1, Executive shall have the right to terminate his employment under this Agreement for any of the following reasons:
