Termination of Association definition

Termination of Association means the termination of the relationship between the Corporation (and any subsidiary thereof) and the Employee, such that the Employee is no longer an employee of the Corporation (or any subsidiary thereof). In the event of a forfeiture, the certificates representing the unvested Shares covered by this Agreement shall be canceled.
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Termination of Association means a Termination for Exceptional Cause and/or a termination by the Company attributable to a material breath by the Optionee of an agreement with the Company or a subsidiary thereof. The Board of Directors of the Company shall have the power to determine what constitutes a Termination of Association and the date upon which such Termination of Association occurs. Any such determination shall be final, conclusive and binding upon the Optionee.
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Examples of Termination of Association in a sentence

  • In the event of a Termination of Association (as defined below) of the Employee for any reason prior to March 31, 2011, all unvested Shares granted hereunder shall be forfeited to the Corporation, and the Employee shall have no further interest therein of any kind whatsoever.

  • Pursuant to the Corporation’s Certificate of Incorporation, the shares of the Corporation’s Common Stock, including those issued under the Plan, are subject to (i) certain significant restrictions on transferability, (ii) the Corporation’s right to repurchase such shares in the event of the holder’s Termination of Association with the Corporation, and (iii) the Corporation’s right of first refusal in the event that the holder desires to transfer his or her shares.

  • In the event of a Termination of Association (as defined below) of the Employee for any reason prior to December 1, 2013 (the “Time Vested Date”), all unvested Shares granted hereunder shall be forfeited to the Corporation, and the Employee shall have no further interest therein of any kind whatsoever.

  • Termination of Association with the Company Unless the Committee shall specify otherwise in the grant of a particular Option under the Option Agreement, if the Optionee's employment or other association with the Company is terminated, whether voluntarily or otherwise, the Option shall immediately cease to be exercisable in any respect.

  • Notwithstanding the foregoing, the Corporation's right to repurchase any shares of Stock which are acquired by a Terminated Holder subsequent to the Termination of Association of such Terminated Holder upon the exercise of any option, warrant or other right held by such Terminated Holder on the date of the Termination of Association, may be exercised by the Corporation at any time within thirty (30) days following the exercise of such option, warrant or right by the Terminated Holder, as the case may be.

  • Stock Compensation Plan) or pursuant to any option, warrant, or other right, contractual or otherwise, to acquire shares of Stock which was outstanding on the date of such Termination of Association, and all shares of Stock which such Terminated Shareholder has theretofore transferred (other than in transfers of the type referred to in Article 5(2)(A)(ii) or (iii) below) (collectively, "Stock of the Terminated Holder").

  • On the Time Vested Date, provided that a Termination of Association has not occurred prior to such date, Employee shall be vested in one hundred percent (100%) of the Shares.

  • The Corporation's right to repurchase shall be exercisable by the Corporation at any time within thirty (30) days following the Termination of Association.

  • In the event of a Termination of Association (as defined below) of the Employee for any reason prior to October 15, 2012, all unvested Shares granted hereunder shall be forfeited to the Corporation, and the Employee shall have no further interest therein of any kind whatsoever.

  • The price per share of Stock purchased by the Corporation or the Remaining Stockholders pursuant to Article 5(1)(A) or (B) (including any Stock acquired by the Terminated Holder after his or her Termination of Association) shall be the Formula Price (as hereinafter defined) per share of the Stock as of the date of the Termination of Association giving rise to such purchase and sale.

Related to Termination of Association

  • Articles of Association means the Articles of Association of the Company, as amended and restated from time to time.

  • Memorandum of Association means the memorandum of association of the Company, as amended or substituted from time to time;

  • Memorandum and Articles of Association means the Memorandum and Articles of Association of the Company, as the same may be amended from time to time.

  • Share Termination Settled” in relation to the Transaction means that Share Termination Alternative is applicable to the Transaction.

  • Certification of Incorporation means the restated certificate of incorporation of the Corporation, as it may be amended from time to time, and shall include this Certificate of Designations.

  • 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.

  • Termination Other Than For Cause means termination by the Company of Employee's employment by the Company for reasons other than those which constitute Termination for Cause.

  • Company Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company as amended and restated and as in effect as of the date 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.

  • Special Retirement means an Optionee’s termination of employment or service with the Employers and Affiliates on or after the later of (i) the Optionee’s attainment of age 62 and (ii) the Optionee’s Early Retirement Date or Normal Retirement Date, as such terms are defined in the Telephone and Data Systems, Inc. Pension Plan.

  • Termination of Directorship means that the Non-Employee Director has ceased to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of his or her directorship, his or her ceasing to be a director of the Company shall not be treated as a Termination of Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.

  • Termination of Services means Participant’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

  • 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.

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

  • Member Association means any national football association affiliated to FIFA, irrespective of whether its representative team is participating in the Competition.

  • Amended and Restated Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company, as in effect as of the Effective Date.

  • Restated Certificate of Incorporation means the Restated Certificate of Incorporation of the Company, as amended.

  • 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.

  • Parent Charter means the Certificate of Incorporation of Parent, as from time to time amended.

  • Instrument of Incorporation means the instrument of incorporation of the ICAV;

  • 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.