For Cause Event definition

For Cause Event means any of the following:
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For Cause Event has the meaning set forth in Section 7.2(e).
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For Cause Event means any event, circumstance or occurrence that would constitute the basis for a termination of the Executive for Cause under Section 6.2(a) hereunder, regardless of whether the Employer elects to invoke the right to terminate Executive or provide notice to the Executive under Section 6.2(a) hereunder, on the basis of such event, circumstance or occurrence.
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Examples of For Cause Event in a sentence

  • The Up-Listing Bonus shall be paid within forty-five (45) calendar days of the achievement of the Up-Listing Event, and payment of the Up-Listing Bonus is conditioned upon, at the time of payment, (i) the Executive remaining a full-time employee of the Employer (subject to Section 6.3(b), Section 6.3(c) and Section 6.3(d)), and (ii) there not having occurred a For Cause Event.

  • The decision of the Administrative Committee as to the existence of a For Cause Event shall be final.

  • The decision of the Committee as to the existence of a For Cause Event shall be final.

  • From and after the time JMIR Manager shall have been terminated as the Manager under this Agreement or under the Sister Company LLC Agreement due to a For Cause Event (or a “For Cause Event” under the Sister Company LLC Agreement) or an Event of Default (or an “Event of Default” under the Sister Company LLC Agreement) by JMIR Manager (unless such For Cause Event arises in connection with the death, disability or incompetency of Xxxxxxx X.

  • Either BH or HP (the “Offeror”) may, upon the occurrence of a Deadlock Event, or if earlier, at any time following an Event of Default or a For Cause Event with respect to BH or the HP Member Group, in which event the non-breaching party (BH or HP) may be the Offeror, make an offer as described below (the “Buy-Sell Offer”) to the other (the “Offeree”), as set forth below.

  • A “Forfeiture Event” occurs if (i) Participant gives notice of the intention to resign her position asChief Financial Officer of the Company, or (ii) a “For Cause Event” (as defined in Participant’s employment agreement with the Company, Ellington Financial Management LLC (the “Manager”), or any affiliate of the Manager as applicable) occurs or the Company becomes aware that a For Cause Event occurred.

  • A "Qualifying Termination" shall mean the termination of Executive's employment (x) by AGC under circumstances not constituting a Termination for Cause, (y) by Executive under circumstances constituting a For Cause Event or (z) as a result of Executive's death or "Disability" (as defined in Paragraph 8(c) below).

  • Providing that the right of holders of the Refinancing Notes in respect of the removal of the Collateral Manager and selection of a successor collateral manager shall only be exercisable upon a Collateral Manager For Cause Event may not be sufficient to ensure that the Refinancing Notes are not characterised as ownership interests.

  • Either BH or CH (the “Offeror”) may, upon the occurrence of a Deadlock Event, or if earlier, at any time following an Event of Default or a For Cause Event with respect to BH or the CH Member Group, in which event the non-breaching party (BH or CH) may be the Offeror, make an offer as described below (the “Buy-Sell Offer”) to the other (the “Offeree”), as set forth below.

  • All outstanding shares have been duly and validly issued, are fully paid and nonassessable.


More Definitions of For Cause Event

For Cause Event means the occurrence of (i) a material breach by the Sharyland Member of (x) the then current Approved Annual Business Plan, or (y) this Agreement and such breach of this Agreement constitutes fraud or a violation of a fiduciary duty owed to the Company or the TDC Member, or (ii) any act or omission of the Sharyland Member that constitutes gross negligence or willful misconduct.
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For Cause Event means, with respect to a Partner, any of the following events, in each case except as may otherwise be Approved by any Partner in the Partner Group that does not include such Partner in their respective sole and absolute discretion:
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For Cause Event means the occurrence of one or more of the following events: (a) breach of either Party’s fiduciary duty owed to the other Party, the LPs and Affiliates; (b) settlement, conviction or entry of a guilty plea or plea of nolo contendere by either Party or one of the Service Providers or the Company’s President, Chief Financial Officer or Chief Compliance Officer (the “Principal Executive Officers”) involving (i) the commission of a crime involving either Party or the LPs and Affiliates (including antifraud laws or laws based upon reckless disregard, knowledge or scienter requirements), (ii) a felony, (iii) fraud, embezzlement, misappropriation of property or dishonesty, (iv) a material violation of federal or state securities laws, or (v) any crime that is materially injurious to either Party or the LPs and Affiliates monetarily or otherwise; (c) gross negligence or willful misconduct by either Party or one of its Principal Executive Officers, that is materially injurious to the Company, the LPs and Affiliates, monetarily or otherwise; (d) obtaining by the Service Provider of any material improper benefit as a result of any material breach of this Agreement; (e) the loss or suspension of either Party’s licenses that are required in order for either Party to carry out its duties and responsibilities to the Company, the LPs and Affiliates unless such license is reinstated within (ninety) 90 days after receiving notice of its loss or suspension; (f) the bankruptcy, liquidation, conservatorship or receivership of either Party; (g) the suspension or imposition of other material disciplinary action by any authority regulating either Party’s conduct; or (h) the illegal use by any of either Party’s Principal Executive Officers of controlled substances that significantly interferes with the performance of the person’s duties to said Party, the LPs and Affiliates or results in serious injury to either Party, the LPs and Affiliates monetarily or otherwise. . Either Party shall provide prompt written notice to the other Party if any of its Principal Executive Officers becomes disabled or incapacitated or fails, for a period of thirty (30) consecutive days, to devote substantially all of such person’s professional time to the performance of their services under this Agreement in their executive capacity (“Key Person Event”). Following notice to the receiving Party of a Key Person Event, the affected Party (i.e., the Party with the Key Person Event) shall, at its discretio...
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For Cause Event means the termination of any ARC Principal by Newco or any of its Subsidiaries following a final, non-appealable conviction of or plea of nolo contendere to a felony prohibiting such ARC Principal from continuing to act as an employee, officer or director of Newco or any of its Subsidiaries due to legal restriction or physical confinement.
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For Cause Event means, with respect to the Executive Chairman, in his capacity as such, the occurrence of any of the following events: (i) such Person’s failure to comply with, in any material respect, any of the Company Policies; (ii) the Board’s determination that such Person failed in any material respect to carry out or comply with any lawful and reasonable directive of the Board; (iii) such Person’s breach of a material provision of (x) this Agreement (in his capacity as the Designated Shareholder), (y) the Sponsor Agreement or (z) the Registration Rights Agreement (as such term is defined in the Merger Agreement, as defined in the Sponsor Agreement); (iv) such Person’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (v) such Person’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s (or any of its Affiliate’s) premises or while performing such Person’s duties and responsibilities under this Agreement; or (vi) such Person’s commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against the Company or any of its Affiliates.
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For Cause Event means: (A) for Corporation, Corporation’s failure to pay Consultant within forty-five (45) calendar days after any due date required under, and, in accordance with, Section 2 of this Agreement, or (B) for Consultant, Consultant’s breach of this Agreement. With regard to Consultant’s breach, if such breach is not: (i) a “material breach” and (ii) capable of being cured, Consultant shall be permitted to cure such breach, such cure to occur within twenty (20) calendar days of the breach. For avoidance of doubt, a “material breach” for Consultant shall be: (i) breach by Consultant of any of Sections 7, 8, 10, 11, 16, and 17 of the Agreement, or (ii) any act by Consultant that would violate applicable laws, rules, or regulations, or Corporation’s policy or guidelines, in connection with any duties that Consultant may have to the Corporation, or (iii) termination by Corporation under Section 5. In addition, a party may terminate this Agreement, effective immediately upon written notice, should the other party: (i) admit in writing its inability to pay its debts generally as they become due; (ii) make a general assignment for the benefit of creditors; (iii) institute proceedings, or have proceedings instituted against it, seeking relief or reorganization under any laws relating to bankruptcy or insolvency; or (iv) have a court of competent jurisdiction appoint a receiver, liquidator, or trustee over all or substantially all of such party’s property or provide for the liquidation of such party’s property or business affairs (collectively, an “Insolvency Event”). Upon termination, all non-surviving duties and obligations of the parties under this Agreement will cease as of the effective date of termination. All accrued obligations to the date of termination shall be fulfilled and the obligations set forth in Sections 2 (c) and 6 - 26 of the Agreement shall survive the termination or expiration of this Agreement. In addition, if this Agreement is terminated during the first twelve (12) months of the first term (i) for any reason by Corporation other than because of a For Cause Event by Consultant, or (ii) by Consultant because of (x) a For Cause Event by Corporation or (y) an Insolvency Event of Corporation, then Corporation will owe Consultant an amount equal to the Consulting Fees forfeited by Consultant during the remaining number of months left in that first twelve months of the first term of the Agreement and not including any amounts received by Consultant for...
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Related to For Cause Event

  • 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.

  • Cause Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Dealer Manager, (2) a representation or warranty made by the Dealer Manager herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Dealer Manager of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Dealer Manager by the Company.

  • For Cause means:

  • 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:

  • Constructive Termination means:

  • Termination for Cause or "Cause" shall mean termination because of the Executive's personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, conviction of a felony with respect to the Bank or the Company or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the 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 the 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, the 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.

  • Good Reason means:

  • 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:

  • 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.

  • Specified Cause Event shall have the meaning set forth in the SLDs.

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

  • Voluntary Termination for Good Reason means that the Executive voluntarily terminates his employment after any of the following are undertaken without Executive’s express written consent:

  • 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.

  • 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.

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

  • 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.

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.

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

  • 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.

  • Notice of Termination for Good Reason shall have the meaning set forth in Section 1(t).

  • Just Cause means:

  • Company Termination Event means any of the following:

  • 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.