Urgent Cause definition

Urgent Cause means: (i) a willful and material violation by the Employee of either Section 1(c) or 7 of this Amended Agreement (unless such violation is cured by the Employee within thirty (30) days of receipt of a written notice from the board of the Company which specifically identifies the facts and circumstances of such violation); (ii) the willful failure by the Employee to substantially perform the duties reasonably assigned to him within the scope of the Employee’s duties and authority as stated in Section 1(a) hereunder (other than as a result of physical or mental illness or injury), after delivery to the Employee of a written demand for substantial performance that specifically identifies the manner in which the Employee has not substantially performed the Employee’s duties and provides the Employee thirty (30) days to begin to substantially perform, provided that the Company shall not have the right to terminate the Employee’s employment hereunder for Urgent Cause if the Employee begins to substantially perform within such thirty-day period; (iii) the Employee’s willful misconduct, willful waste of corporate assets or gross negligence which in any such event substantially and materially injures the Company and its Affiliates; or (iv) the indictment of the Employee for a felony or other serious crime involving moral turpitude. In order for a termination to be considered to be for Urgent Cause, the Notice of Termination (as defined below) must be delivered within six (6) months of the date on which the Company first knows of the event constituting Urgent Cause.

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Urgent Cause as defined in an employment agreement between the Company or its subsidiaries and the Participant or, if not defined therein or if there is no such agreement, “Cause” means (i) Participant’s continued failure substantially to perform Participant’s duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of ten days following written notice by the Company to Participant of such failure, (ii) dishonesty in the performance of Participant’s duties, (iii) an act or acts on Participant’s part constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude, (iv) Participant’s willful malfeasance or willful misconduct in connection with Participant’s duties or any act or omission which is injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates or (v) the Participant’s breach of the provisions of any confidentiality, noncompetition or nonsolicitation to which the Participant is subject.

Urgent Cause means circumstances of such a nature that Client cannot, according to standards of reasonableness and fairness, expect the storage to continue.

Examples of Urgent Cause in a sentence

• Termination of the Employee’s employment by the Company for Urgent Cause or by the Employee during the Employment Period (other than termination pursuant to Section 3(a)) shall be communicated by written “Notice of Termination” to the other party hereto in accordance with Section 10(a).

• If the Employee’s employment is terminated during the Employment Period by the Company for Urgent Cause or by the Employee without Good Reason, the Company shall pay to the Employee, within thirty (30) days of the Date of Termination, (i) the Accrued Obligations and (ii) any earned but unpaid Annual Bonus in respect of a calendar year during the Bonus Period ending prior to the Date of Termination, but only if the event constituting Urgent Cause occurs after the end of such calendar year.

• The Company may terminate the Employee’s employment hereunder for Urgent Cause, that is without prior approval of a Dutch Court or government body as is authorized by Dutch labor law.

• In order for a termination to be considered to be for Urgent Cause, the Notice of Termination (as defined below) must be delivered within six (6) months of the date on which the Company first knows of the event constituting Urgent Cause.

• The Employer may terminate the Employee’s employment hereunder for Urgent Cause, that is without prior approval of a Dutch Court or government body as is authorized by Dutch labor law.

• If the Employee’s employment is terminated during the Employment Period by the Employer for Urgent Cause or by the Employee without Good Reason, the Employer shall pay to the Employee, within thirty (30) days of the Date of Termination, (i) the Accrued Obligations and (ii) any earned but unpaid Annual Bonus in respect of a calendar year during the Bonus Period ending prior to the Date of Termination, but only if the event constituting Urgent Cause occurs after the end of such calendar year.

• Termination of the Employee’s employment by the Employer for Urgent Cause or by the Employee during the Employment Period (other than termination pursuant to Section 3(a)) shall be communicated by written “Notice of Termination” to the other party hereto in accordance with Section 9(a).

• The calculation of the Regular Put Price, CSI Change of Control Put Price, the Exit Put Price, the Call Price or the Urgent Cause Call Price, as the case may be, shall be binding upon Constellation and the Joday Group unless Constellation or the applicable member of the Joday Group notifies the other party in writing that it disputes the calculation within 20 Business Days from the date that such calculation is first delivered to Constellation, or the applicable member of the Joday Group, as applicable.

• Constellation and the applicable member of the Joday Group will have an opportunity to ask Coop questions surrounding the calculation of the Regular Put Price, CSI Change of Control Put Price, the Exit Put Price, the Call Price or the Urgent Cause Call Price, as the case may be, and to request any additional supporting documentation, at all times acting reasonably, and Coop will provide answers in a timely fashion.

• In deviation from the previous sentence, this Agreement shall terminate with immediate effect as from the date per which (i) the GMS has dismissed De Boer as statutory director, or (ii) as the case may be, De Boer has resigned as statutory director, in the event such dismissal or resignation (as the case may be) is given/made for Urgent Cause.

More Definitions of Urgent Cause

Urgent Cause. Urgent cause (in Dutch: dringende reden) for the employer as defined in section 7:678 DCC.