A termination with definition

A termination with. Cause" shall mean a termination of this Agreement by reason of (i) Executive's conviction of a felony or a crime involving moral turpitude or any other crime involving dishonesty, disloyalty or fraud with respect to the Company; (ii) Executive's arrest or indictment of any lesser crime or offense committed in connection with the performance of Executive's duties hereunder; or (iii) a good faith determination by the Board that Executive (a) failed or refused to substantially perform his duties with the Company (other than a failure resulting from his incapacity due to physical or mental illness) after a written demand for substantial performance has been delivered to him by the Board, which demand specifically identifies the manner in which the Board believes he has not substantially performed his duties and provides a ten (10) day cure period, and Executive continues to refuse or fail to substantially perform as directed by the Board through the duration of the cure period; or (b) Executive's breach of any of the covenants set forth in Sections 15, 16 or 18 hereof. No act, or failure to act, on Executive's part shall be grounds for termination with Cause unless he has acted or failed to act with an absence of good faith or without a reasonable belief that his action or failure to act was in or at least not opposed to the best interests of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated with Cause unless there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (exclusive of Executive) at a meeting of the Board called and held for the purpose of terminating Executive (after reasonable notice to Executive and opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive failed to perform his duties or engaged in conduct in the manner or of the type set forth above in the first sentence of this Section 11.02 and specifying the particulars thereof in detail.
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A termination with. “Cause” shall mean a termination of this Agreement by reason of (i) Executive’s conviction of a felony or any other crime involving dishonesty, disloyalty or fraud, in all cases whether or not in connection with or referable to Executive’s employment with the Company; (ii) Executive’s arrest or indictment of any lesser crime or offense committed (in all cases whether or not in connection with or referable to Executive’s employment with the Company), except where such offence, in the reasonable opinion of the Board, does not affect his position as Executive of the Company; (iii) Executive doing any act or thing which may bring serious discredit to the Company or any of its subsidiaries; (iv) Executive’s Disability or death; (v) Executive putting himself in a position of a serious conflict of interest and failing to inform the Company, or acting against the interests of the Company; or (vi) a good faith determination by the Board that Executive (a) failed or refused to substantially perform his duties with the Company (other than a failure resulting from Disability), or has engaged in serious or persistent misconduct in connection with Executive’s employment with the Company, after a written demand for substantial performance has been delivered to him by the Board, which demand specifically identifies the manner in which the Board believes he has not substantially performed his duties and provides a ten (10) day cure period, and Executive continues to refuse or fails to substantially perform as directed by the Board through the duration of the cure period; or (b) Executive’s material breach of any of the covenants set forth in Sections 14, 15 or 18 hereof. No act, or failure to act, on Executive’s part shall be grounds for termination with Cause unless he has acted or failed to act with an absence of good faith or without a reasonable belief that his action or failure to act was in or at least not opposed to the best interests of the Company.
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Examples of A termination with in a sentence

  • A termination with or without cause should be communicated to the other party in writing and entitle the employee to the payment of his salary and social benefits until his last day of work, and depending on his termination grounds, a severance payment might be paid.

  • A termination with a negative leave balance will result in a reimbursement of leave taken to the employer.

  • A termination with or without cause or resignation should be communicated to the other party in writing.

  • A termination with extraordinary notice ends employment either immediately without observing the individual-notice period or with sozialer Auslauffrist (social-expiration period).

  • We are curren tly investigating if expressio n of drug-resistan t varian ts of ecTS an d co-expressio n of metabolically related enzymes co nfers greater resistance t han t he wild-type enzyme.

  • A termination with cause does not include a termination as a result of provider inactivity.

  • A termination with extraordinary notice must be initiated and issued within 2 weeks after the day the management representative having termination authority obtains full knowledge of the facts and circumstances of the case enabling him or her to decide whether or not the employment relationship should be terminated by immediate dismissal.

  • A termination with criminal circumstances is not illegal and not punishable if: ° according to medical findings made on the pregnant woman rape, sexual coercion or sexual abuse has occurred, ° there are compelling grounds to assume that the pregnancy relates to a crime, ° not more than 12 weeks have passed since the crime ° and the procedure is carried out by a doctor ° with the pregnant woman‘s consent.

  • A termination with “cause” shall mean a termination of this Employment Agreement by reason of a good faith determination by the Board of Directors of the Corporation that Employee (i) failed to substantially perform her duties with the Corporation (if not due to death or disability), or (ii) has engaged in conduct, the consequences of which are materially adverse to the Corporation, monetarily or otherwise.

  • A termination with respect to a security interest (i.e., checked box 2 on Form UCC3) or partial release of collateral (i.e., item 8 includes a checked “deleted” box on Form UCC3); and A description of collateral (i.e., item 8 on Form UCC3) that includes the release of 2007-2008 student loans sold to ED and/or loans contained in the Schedule of Loans attached to the Security Release Certification.

Related to A termination with

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • Termination With Cause means the termination of the Executive’s employment by act of the Board for any of the following reasons:

  • Termination Without Cause means termination by the Company other than due to the Executive’s death or disability or Termination With Cause.

  • Qualified Termination has the meaning set forth in Section 4(b).

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:

  • Voluntary Termination means termination by the Employee of the Employee's employment with the Company, excluding termination by reason of Employee's death or disability as described in Sections 2.5 and 2.6.

  • Company Termination Event means any of the following:

  • Potential Termination Event means an event which but for the lapse of time or the giving of notice, or both, would constitute a Termination Event.

  • Automatic Termination shall have the meaning set forth in Section 2.3.2.

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Termination due to Disability means a termination of the Executive’s employment by the Company because the Executive has been incapable, after reasonable accommodation, of substantially fulfilling the positions, duties, responsibilities and obligations set forth in this Agreement because of physical, mental or emotional incapacity resulting from injury, sickness or disease for a period of (A) six (6) consecutive months or (B) an aggregate of nine (9) months (whether or not consecutive) in any twelve (12) month period. Any question as to the existence, extent or potentiality of the Executive’s disability shall be determined by a qualified physician selected by the Company with the consent of the Executive, which consent shall not be unreasonably withheld. The Executive or the Executive’s legal representatives or any adult member of the Executive’s immediate family shall have the right to present to such physician such information and arguments as to the Executive’s disability as he, she or they deem appropriate, including the opinion of the Executive’s personal physician.

  • Constructive Termination means:

  • Termination Period means the period of time beginning with a Change in Control and ending on the earlier to occur of:

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Termination of Consultancy means: (a) that the Consultant is no longer acting as a consultant to the Company or an Affiliate; or (b) when an entity which is retaining a Participant as a Consultant ceases to be an Affiliate unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of such Consultant’s consultancy, unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Consultancy in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Consultancy thereafter, provided that any such change to the definition of the term “Termination of Consultancy” does not subject the applicable Award to Section 409A of the Code.

  • Initial Termination Date has the meaning set forth in Section 8.2(a).

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • CIC Qualifying Termination means a Separation (A) within twelve (12) months following a Change in Control or (B) within three (3) months preceding a Change in Control (but as to part (B), only if the Separation occurs after a Potential Change in Control) resulting, in either case (A) or (B), from (i) the Company terminating the Executive’s employment for any reason other than Cause or (ii) the Executive resigning his or her employment for Good Reason. A termination or resignation due to the Executive’s death or disability shall not constitute a CIC Qualifying Termination. A “Potential Change in Control” means the date of execution of a legally binding and definitive agreement for a corporate transaction which, if consummated, would constitute the applicable Change in Control (which for the avoidance of doubt, would include, for example, a merger agreement, but not a term sheet for a merger agreement). In the case of a termination following a Potential Change in Control and before a Change in Control, solely for purposes of benefits under this Agreement, the date of Separation will be deemed the date the Change in Control is consummated.

  • Swap Termination Event means the occurrence of a “Termination Event” under the Swap Agreement, as defined in the Swap Agreement.]

  • Normal Termination means termination of employment or service with the Company and Affiliates: