Xxxxxxxxx Resignation Sample Clauses

Xxxxxxxxx Resignation. Xxxxx Xxxxxxxxx shall have (i) resigned as an officer of Spacial, (ii) submitted his resignation as a director of Spacial to become effective automatically upon expiration of the waiting period provided for under Rule 14f-1 of the Exchange Act, (iii) returned for cancellation 1,200,000 shares of Spacial Common Stock, leaving Xx. Xxxxxxxxx with ownership of 800,000 shares of Spacial Common Stock (the "Xxxxxxxxx Shares"), in exchange for a warrant (the "Xxxxxxxxx Warrant") to purchase 150,000 shares of Spacial of Common Stock (the "Xxxxxxxxx Warrant Shares"), (iv) a lock-up agreement relating to all such shares (including the Warrant and Xxxxxxxxx Warrant Shares) owned by Xxxxxxxxx as set forth in subsection 6.11, and (v) entered into a Registration Rights Agreement with Spacial relating to such Xxxxxxxxx Shares and the Xxxxxxxxx Warrant Shares, entitling Xxxxxxxxx to one demand registration right after the first underwritten, registered public offering of Spacial Common Stock, and unlimited piggy-back registration rights, until an exemption for resale of such Xxxxxxxxx Shares is or becomes available under rule l44(k) under the Securities Act.
AutoNDA by SimpleDocs
Xxxxxxxxx Resignation. Xxxx Xxxxxxxxx shall have delivered to the Seller his written resignation as an employee and officer of the Seller, which resignation shall be effective concurrently with the Closing.
Xxxxxxxxx Resignation. As of the Resignation Date, Xxxxxxxx hereby voluntarily and irrevocably resigns from all positions he holds with the Company and its subsidiaries and their affiliates, whether as Principal, officer or director, or otherwise, including his position as Principal and as a member of the board of directors of the Company including, but not limited to, the entities identified on Exhibit 1 hereto. Xxxxxxxx agrees to execute any and all documents and take any and all actions as may reasonably be requested by the Company to further effectuate his resignation as a Principal, officer or director of the Company or any of its subsidiaries or their affiliates. Xxxxxxxx’x execution of this Separation Agreement shall be deemed the grant by Xxxxxxxx to the officers of the Company and its subsidiaries and their affiliates of a limited power of attorney to sign in Xxxxxxxx’x name and on Xxxxxxxx’x behalf documentation solely for the limited purpose of effectuating such resignations. On the Resignation Date, Xxxxxxxx will date, sign and deliver to the Company a letter of resignation in the form attached hereto as Exhibit 2.
Xxxxxxxxx Resignation. Upon the completion of MDI’s financial audit, and the completion, signing, and filing of the officer certifications to be attached as exhibits to the Form 10-KSB for 2006 and the last of the Forms 10-QSB for 2007, Xxxxxxxx shall automatically be deemed to have resigned as an officer, director, and employee of MDI.
Xxxxxxxxx Resignation. The Company agrees that any severance, payments or other benefits to be paid to Xxxxxx X. Xxxxxxxxx in connection with the termination of his employment with the Company shall be made in accordance with the Separation and General Release Agreement entered into with him on the date hereof and may not be accelerated. The Company agrees that such termination of employment shall be effective as of the date of the public announcement of the transactions contemplated hereby. The Company shall use its reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable in connection with the foregoing.

Related to Xxxxxxxxx Resignation

  • Voluntary Resignation The Executive may terminate his employment at any time upon thirty (30) days prior written notice to the Company. In the event of the Executive’s voluntary termination of his employment other than for Good Reason (as defined below), the Company shall have no obligation to make payments to the Executive in accordance with the provisions of Sections 3 or 4 above, except as otherwise required by this Agreement or by applicable law, or to provide the benefits described in Section 5 above, for periods after the date on which the Executive's employment with the Company terminates due to the Executive 's voluntary termination, except for the payment of the Base Salary accrued through the date of such resignation.

  • Termination and Resignation Your services as a Director may be terminated for any or no reason by the determination of the Board. You may also terminate your services as a Director for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company's obligations to pay you any compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation.

  • Termination for Cause; Resignation If Executive’s employment terminates due to a Termination for Cause (as defined below) or a Resignation (as defined below), Base Salary earned but unpaid as of the date of such termination will be paid to Executive in a lump sum and the Company will have no further obligations to Executive hereunder. In the event any termination of Executive’s employment for any reason, Executive if so requested by the Company agrees to assist in the orderly transfer of authority and responsibility to Executive’s successor.

  • Director Resignations The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.

  • Termination for Cause or Voluntary Resignation In the event that Executive’s employment with the Company is terminated (i) by the Board for Cause or (ii) by Executive’s resignation from the Company for any reason other than Good Reason or Disability (as defined herein), subject to applicable law, the Company agrees to the following:

  • Voluntary Resignation; Termination for Cause If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

  • Termination for Cause or Resignation In the event Employee is terminated by Employer for Cause or Employee resigns (other than a Termination by Employee for Good Reason), neither Employer nor any affiliate shall have any further obligation to Employee under this Agreement or otherwise, except for payment to Employee of any and all accrued salary and bonuses, provision of COBRA health care continuation and otherwise as may be expressly required by law.

  • Termination Without Cause; Resignation for Good Reason (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below).

  • Number, Election, Term, Removal and Resignation (a) In accordance with Section 3801 of the DSTA, each Trustee shall become a Trustee and be bound by this Declaration of Trust and the By-Laws when such Person signs this Declaration of Trust as a trustee and/or is duly elected or appointed, qualified and serving on the Board of Trustees in accordance with the provisions hereof and the By-Laws, so long as such signatory or other Person continues in office in accordance with the terms hereof.

  • Notice of Resignation Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that as long as no Event of Default hereunder has occurred and is continuing, Borrower shall have the right to consent to such successor, such consent to not be unreasonably withheld. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above, provided that as long as no Event of Default hereunder has occurred and is continuing, Borrower shall have the right to consent to such successor, such consent to not be unreasonably withheld; provided further that if Administrative Agent shall notify Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed in writing between Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.4 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Time is Money Join Law Insider Premium to draft better contracts faster.