Company Termination definition

Company Termination shall have the meaning set forth in Section 2.3.12.
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Company Termination has the meaning set forth in Section 9.1(d).
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Company Termination means a Separation that is not a Qualifying Termination, but which results from (a) the Company terminating the Executive’s employment for any reason other than Cause or (b) the Executive voluntarily resigning his or her employment for Good Reason. A termination or resignation due to the Executive’s death or disability shall not constitute a Company Termination.
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Examples of Company Termination in a sentence

  • The Company Termination Notice shall not be effective until one (1) Business Day after it has been received by the Investor.

  • The Company Termination Notice shall not be effective until one (1) Business Day after it has been received by the Buyer.

  • The Company Termination Notice shall not be effective until one (1) Trading Day after it has been received by the Buyer.

  • In no event shall the Company be required to pay the Company Termination Fee on more than one occasion.

  • The Company may terminate (a "Company Termination") its right to initiate future Puts by providing written notice ("Termination Notice") to the Investor, by facsimile and overnight courier, at any time other than during an Extended Put Period, provided that such termination shall have no effect on the parties' other rights and obligations under this Agreement, the Registration Rights Agreement or the Warrants.

  • The Parties acknowledge and agree that in no event will the Company be required to pay the Company Termination Fee on more than one occasion, whether or not the Company Termination Fee may be payable pursuant to more than one provision of this Agreement at the same or at different times and upon the occurrence of different events.

  • If the Company disagrees with an Employee’s designated Date of Termination, the Company shall have the right to set an alternative earlier final Date of Termination, which, in and of itself, shall not change the characterization of the termination (e.g., from an Employee Termination Without Good Reason to a Company Termination Without Cause).

  • In no event shall the Company be required to pay the Company Termination Fee more than once.

  • The Company shall not effect a Cash Takeout Transaction with respect to which the Company has delivered a Company Termination Notice unless it shall first obtain the written agreement of the Successor Entity, naming the Holder as an express third party beneficiary, that payment of the Successor Major Transaction Consideration concurrently with the consummation of such Cash Takeout Transaction shall be a condition precedent to such Cash Takeout Transaction.

  • Upon termination of the Optionee's ------------------------- employment with the Company ("Termination"), all non-vested options granted hereunder shall be forfeited and all vested options granted hereunder shall only be exercisable for a period of thirty days following the Termination.


More Definitions of Company Termination

Company Termination. 0 years 1 1/2 years 1 1/2 years 1 1/2 years for other than Cause and Disability Voluntary Resignation not for 2 years 2 years 2 years 2 years Good Reason Company Failure to Renew 0 years 2 years 1 year 2 years Executive Failure to Renew 0 years 2 years 1 year 2 years Disability 0 years 1 1/2 years 1 year 1 year
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Company Termination as defined in section 9. The CFO options shall have a term of ton years and shall be exercisable at a price per share of $0.50. The option exercise price of the CFO options shall be adjusted as appropriate for forward or reverse stock splits, stock dividends, recapitalizations, spin-offs, or divisions of the Company and other like events. The Company shall register under the Securities Act of 1933, as amended, (the "Act"), all of the shares of common stock underlying the CFO Options (the "CFO Shares") at the same time as the Company registers shares of common stock (or other securities) in any primary or secondary offering of securities which are registered under the Act, provided that Employee shall agree to any reasonable "lock-up* restricting sale of the CFO Shares only to the extent that other principal shareholders, officers and directors are also required to execute similar lock-up agreements provided that any such lock-up period shall not extend beyond one hundred twenty days from the date the CFO Shares are registered under the Act. Notwithstanding the foregoing Employee shall not sell any CFO Shares during 1998 (the "1998 Lock-Up") unless (i) there is a "Change of Control" or there is a "Company Termination" as defined in section 9 or (ii) other members of management elect to sell or dispose of securities of the Company during 1998 ("Management Sales"). The 1998 Lock-Up shall terminate and have no further force or effect upon the occurrence of any event described in clause (i) above. The Company shall provide written notice to Employee in advance of any Management Sales setting forth the details thereof within not more than two business days after the Company learns that such sales or dispositions of securities may be permitted or may otherwise be scheduled. During 1998 Employee may from time to time sell or dispose of that number of CFO Shares which is not greater than the greatest number of Management Sales made during 1998 by any other member of management.
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Company Termination means termination by the Company other than for cause or as a result of death or permanent disability.
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Company Termination means a Separation that is not a Qualifying Termination, but which results from (a) the Company terminating the Executive’s employment for any reason other than Cause or
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Company Termination shall have the meaning set forth in Section 2.3.12. "Conditions to Investor’s Obligations" shall have the meaning as set forth in Section 2.2.2.
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Company Termination has the meaning set forth in Section 3.2. ------------------- -----------
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Related to Company Termination

  • Company Termination Event has the meaning set forth in Section 10 hereof.

  • Employment Termination means the effective date of: (i) Executive’s voluntary termination of employment with the Company with Good Reason, or (ii) the termination of Executive’s employment by the Company without Good Cause.

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Company Termination Fee has the meaning set forth in Section 7.3(a).

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

  • Disability Termination means termination by the Company of the Executive’s employment by reason of the Executive’s incapacitation due to disability. The Executive will be deemed to be incapacitated due to disability if at the end of any month the Executive is unable to perform substantially all of the Executive’s duties under this Agreement in the normal and regular manner due to illness, injury or mental or physical incapacity, and has been unable so to perform for either (i) three consecutive full calendar months then ending, or (ii) 90 or more of the normal working days during the 12 consecutive full calendar months then ending. Nothing in this paragraph alters the Company’s obligations under applicable law, which may, in certain circumstances, result in the suspension or alteration of the foregoing time periods.

  • 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.

  • Anticipatory Termination means a termination of employment where PNC terminates your employment with PNC (other than for Misconduct or Disability) prior to the date on which a Change of Control occurs, and you reasonably demonstrated that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control.

  • Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in this Section 10(c) following the occurrence, without the Executive's written consent, of one or more of the following events (except as a result of a prior termination):

  • Normal Termination means termination of employment or service with the Company and Affiliates: (i) by the Optionee; (ii) upon retirement; (iii) on account of death or Disability; or (iv) by the Company, a Subsidiary or Affiliate without Cause.

  • Involuntary Termination of Employment means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination of employment by a Participant Employee for Good Reason.

  • Employment Termination Date means, with respect to a Participant, the first day upon which the Participant no longer has an employment or service relationship with the Company or any Related Company.

  • Constructive Termination means:

  • 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.

  • Termination for Cause means termination because of: (1) Executive's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses), final cease and desist order or material breach of any provision of this Agreement which results in a material loss to the Institution or the Holding Company, or (2) Executive's conviction of a crime or act involving moral turpitude or a final judgement rendered against Executive based upon actions of Executive which involve moral turpitude. For the purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Institution or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Institution, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, such stock options and related limited rights and any such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause.

  • Termination for Just Cause means termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement.

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Termination Without Cause means a Separation as a result of a termination of the Executive’s employment by the Company without Cause and other than as a result of Disability.

  • Covered Termination means the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.

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

  • Voluntary Termination for Good Reason means the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Qualifying Termination of Employment means a Participant’s Termination of Employment (i) by the Company without Cause or (ii) by the Participant with or without Good Reason or by reason of Retirement.

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

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

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • 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: