By the Board Sample Clauses

By the Board. During the Term, the Board shall be entitled to terminate the Employee's employment with or without "Cause" (as defined below) by providing written notice to the Employee of such decision, provided that if the Board terminates the Employee's employment without Cause (and not as a result of a Disability), then the Board must provide at least thirty (30) days' advance written notice of such decision to the Employee. No advance notice period is required for a termination by the Board with Cause. The Board reserves the right to withdraw any and all duties and responsibilities from the Employee, and to exclude the Employee from the Company's premises, during such 30-day notice period. For purposes of this Agreement, "Cause" shall mean (i) the commission by the Employee of an act of malfeasance, dishonesty, fraud, or breach of trust against the Company or any of its employees, clients, or suppliers, (ii) the breach by the Employee of any of his obligations under this Agreement, or any other agreement between the Employee and the Company, (iii) the Employee's failure to comply with the Company's written policies; (iv) the Employee's failure, neglect, or refusal to perform his duties under this Agreement, or to follow the lawful written directions of the Board, (v) the Employee's indictment, conviction of, or plea of guilty or no contest to, any felony or any crime involving moral turpitude, (vi) any act or omission by the Employee involving dishonesty or fraud or that is, or is reasonably likely to be, injurious to the financial condition or business reputation of the Company, or that otherwise is injurious to the Company's employees, clients, or suppliers, or (vii) the inability of the Employee, as a result of repeated alcohol or drug use, to perform the duties and/or responsibilities of his position.
By the Board. Except as to the accrued liabilities of either party, the Board shall have the right upon thirty (30) days advance written notice to Manager to cancel this Agreement upon the happening of any of the following events: (A) if Manager shall fail to keep, observe, or perform any material covenant, agreement, term or provision of this agreement to be kept, observed, or performed by Manager and such default shall not be cured within a period of ninety (90) days after written notice thereof by the Board to Manager; or (B) Manager shall apply for or consent to the appointment of a receiver, trustee, or liquidator of Manager or of all or a substantial part of its assets or file a voluntary petition in bankruptcy. In addition upon the termination of the Declarant Control Period as defined in the Maine Condominium Act, the Board may terminate this agreement at any time upon 90 days written notice to Manager with the consent of the requisite percentage of Eligible Mortgage Holders as required by the Declaration and the terms of mortgages on individual Condominium Units.
By the Board. On the date that the Company's Board of Directors notifies Mr. Craig in writing of the date of termination of his services as Chairman of the Board for any or no reason. Following the termination of Mr. Craig's services under this Agreement, the Company will have no further liability to Mr. Craig and no further payments will be made to Mr. Craig, except: (i) the Company shall pay to Mr. Craig (or, in the case of automatic termination upon Mr. Craig's death under subparagraph (a) above, to Mr. Craig's legal representatives or such named beneficiaries as Mr. Craig may designate from time to time in a writing delivered to the Company) the pro rata portion of his monthly fee for the relevant calendar month through the date of termination, calculated by multiplying the Six Thousand Two Hundred Fifty Dollar ($6,250) fee by a fraction, the numerator of which will be the number of days in the calendar month of termination prior to termination and the denominator of which shall be the number of days of that month; and (ii) to the extent Mr. Craig is entitled to the reimbursement of business expenses incurred prior to termination as provided in Paragraph 5 above.
By the Board. The BOARD may terminate this Contract without cause and at its sole discretion upon giving LEAR not less than seven (7) days' written notice of such action, which shall be approved by the BOARD at a duly noticed public meeting. In the event of unilateral termination by the BOARD, the BOARD shall pay LEAR as severance pay the aggregate base salary and benefits that he or she would have received under this Contract, reduced to present value, including any known or objectively ascertainable salary increases that would have been realized from the effective date of termination to the last day of the term of this Contract of any accrued but unused vacation leave authorized under section 4. G. hereof. The parties acknowledge the uncertainty and difficulty of calculating the total value of other elements of the CSFO's benefits hereunder. In order to avoid conflict regarding such a determination, the parties agree that the annual value of all such benefits (i.e., perquisites that are not part of (1) the CSFO's base salary, (2) known or objectively ascertainable salary increases, and (3) accrued but unused vacation leave) is [insert dollar amount]for purposes of this provision. In the event of a unilateral termination by the BOARD, thatsum shall be adjusted according to the remaining Contract term, added to the aggregate payout, and factored into the present value determination.
By the Board. The Board may, by majority vote and without shareholder action, amend the Articles:
By the Board. The By-laws may be altered, amended, or added to at any duly called meeting of the Board of Directors by two-thirds (2/3) vote of the Board, with the following provisions:
By the Board. To the extent newly-issued Ordinary Shares are issued to grantees pursuant to the preceding clause (ii), Ordinary Shares will also be issued to Breakaway to preserve its ownership interest pursuant to Section 5.6(a).
By the Board. When it is the intention of the Board not to re-employ a teacher, the Board shall give said teacher written notice of its intentions by June 1. Termination of a teacher’s contract during its term is addressed in Article 12, Section 12.03 of this Agreement.
By the Board. [a] If the Board requests in writing that Robbins resign from the Board, or Robbins is not re-nominated or having been renominated is not re-elected to serve on the Board, or otherwise provides Robbins with written notice of termination of this Agreement, other than for Cause (as herein defined) prior to the expiration of the Term, this Agreement shall terminate as of the date of the Board’s request or notice. In such circumstances, the Company shall pay Robbins the remainder, if any, of the fees due under Sections 3(a) and 3(b) of this Agreement for the remainder of the Term, to be paid in accordance with the payment provisions set forth in Section 3(c) hereof, and the options referred to in Section 3(b) shall be fully vested and exercisable. [b] For purposes of this Agreement, “Cause” shall mean (i) Robbins’ willful and continual failure to substantially perform his duties with the Company (other than a failure resulting from Robbins’ becoming Disabled) and such failure continues for a period of thirty (30) days after Robbins’ receipt of written notice from the Company providing a reasonable description of the basis for the determination that Robbins has failed to perform his duties; (ii) Robbins’ conviction of a felony other than a conviction not disclosable under the federal securities laws; (iii) Robbins’ breach of this Agreement in any material respect and such breach is not susceptible to remedy or cure or has already materially damaged the Company, or such breach is susceptible to remedy or cure and no such damage has occurred and such breach is not cured or remedied reasonably promptly after Robbins’ receipt of written notice from the Company providing a reasonable description of the breach; (iv) Robbins’ failure to qualify (or having so qualified being thereafter disqualified) under a suitability or licensing requirement of any jurisdiction or regulatory authority that is material to the Company and to which Robbins may be subject by reason of his position with the Company and its affiliates or subsidiaries; (v) the Company’s having obtained from any source information with respect to Robbins or this Agreement that could reasonably be expected, in the reasonable written opinion of both the Company and its outside counsel, to jeopardize the gaming licenses, permits, or status of the Company or any of its subsidiaries or affiliates with any gaming commission, board, or similar regulatory or law enforcement authority; or (vi) conduct to the material...