By Xx. Xxxxxxxxxx upon ninety (90) days prior written notice to Immunomedics or its successor, to be effective not later than the second anniversary of a Change in Control of Immunomedics. For purposes of this Agreement, a Change of Control of Immunomedics is defined as:
By Xx. XXXXXXXX. During the first two years of the Initial Period (i.e., determined without regard to an extension of the Initial Period to three years), Xx. Xxxxxxxx may terminate Xx. Xxxxxxxx'x employment upon written notice to Xxxxxxxx only if Xxxxxxxx is in material breach of this Agreement, provided that such termination will become effective only upon the expiration of 30 days following such notice and then only if the breach remains uncured. Such termination shall be deemed a termination by Xxxxxxxx of Xx. Xxxxxxxx'x employment under Section 8(a) for which Xx. Xxxxxxxx shall have the remedy set forth in Section 8(c).
By Xx. Xxxxxxxxxx, for Good Reason. For purposes of this Agreement, Good Reason is defined as occurrence of any of the following events or conditions, unless Xx. Xxxxxxxxxx has expressly consented in writing thereto, or except as a result of Xx. Xxxxxxxxxx’x physical or mental incapacity or as described in the last sentence of this subsection (d):
By Xx. Xxx Xxx Xxx and the remaining shares hold by three (3) sons of Xx. Xxx Xxx Xxx, Xxx Xxx Xxxx (18.33%), Xxx Xxx Xxxx (18.33%) and Xxx Xxx Xxxxxx (18.34%). As such, Xxx Xxxx Metal Sdn. Bhd. is a deemed connected person of the Company upon the Listing pursuant to Rules 14A.21(1) (a) and (b) of the Listing Rules. As advised by Xxx Xxxx Metal Sdn. Bhd., Xxx Xxxx Metal Sdn. Bhd. is engaged in trading of scrap materials. Chye Seng Huat Trading Xxxx Xxxx Xxxx Xxxxxxx is a sole proprietorship owned by Xx. Xxx Xxxxx Xxxx, who is a cousin of the Sia Brothers. As such, Xx. Xxx Xxxxx Xxxx is a deemed connected person of the Company pursuant to Rule 14A.21(1)(a) of the Listing Rules. As advised by Xxxx Xxxx Xxxx Xxxxxxx, Chye Seng Huat Trading is engaged in trading of scrap materials. Chye Seng Huat Sdn. Bhd. Chye Seng Huat Sdn. Bhd. is a company owned as to 50% by Xx Xxx Soon Xxx being the son of the late Xx. Xxx Xxxx Xxx, being a cousin of the Sia Brothers. The remaining shares hold by Xxx Xxx Xxxx (25%) and Xxx Xxxx Xxx (25%). As such, Chye Seng Huat Sdn. Bhd. is thus a deemed connected person of the Company pursuant to Rules 14A.21(1)(a) and (b) of the Listing Rules. As advised by Chye Seng Huat Sdn. Bhd., Chye Seng Huat Sdn. Bhd. is engaged in trading of scrap materials. Soon Xxx Metal Sdn. Bhd. Soon Xxx Metal Sdn. Bhd. is a company owned as to 50% by Xx Xxx Soon Xxx being the son of the late Xx. Xxx Xxxx Xxx, being a cousin of the Sia Brothers. The remaining shares hold by Xxx Xxx Xxxx (25%) and Xxx Xxxx Xxx (25%). As such, Soon Xxx Metal Sdn. Bhd. has been treated as a deemed connected person of the Company pursuant to Rules 14A.21(1)(a) and (b) of the Listing Rules. As advised by Xxxx Xxx Metal Sdn. Bhd., Soon Xxx Metal Sdn. Bhd. is engaged in trading of scrap materials. Sia Brothers Sia Brothers are executive Directors and controlling shareholders of the Company. LISTING RULES IMPLICATIONS As the counterparty to the 2022 Long Hin Master Purchase Agreement, being Long Hin, the counterparty to the 2022 Xxx Xxxx Master Purchase Agreement, being Xxx Xxxx and Xxx Xxxx Metal Sdn. Bhd., and the counterparty to the 2022 Chye Seng Huat Trading Master Purchase Agreement, being Chye Seng Huat Trading, Chye Seng Huat Sdn. Bhd. and Soon Xxx Metal Sdn. Bhd., are connected with each other, the transactions contemplated under the 2022 Long Hin Master Purchase Agreement, the 2022 Xxx Xxxx Master Purchase Agreement and the 2022 Chye Seng Huat Trading Master Purchase Agreement ar...
By Xx. Xxx Xxx Xxx and the remaining shares held by three (3) sons of Xx. Xxx Xxx Xxx
By Xx. XXXXXX. During the Initial or any Renewal Period, Xx. Xxxxxx may terminate his employment upon thirty (30) days written notice to the Company if he has "Good Reason" (as defined herein) or if the Company is in material breach of this Agreement; provided, however, that such material breach shall permit such termination only if the Company shall have been provided at least 30 days' prior notice and opportunity to cure such material breach. A failure by the Company to pay to Xx. Xxxxxx any undisputed amounts due under this Agreement in accordance with the terms hereof shall be deemed a material breach. Any such termination for Good Reason or material breach shall be deemed a termination by the Company of Xx. Xxxxxx'x employment under Section 9(b) without cause, for which Xx. Xxxxxx shall have the remedy set forth in Section 9(c). As used herein, "Good Reason" means the occurrence, without Xx. Xxxxxx'x prior consent, of any of the following: (i) the assignment to Xx. Xxxxxx of any duties inconsistent in any material respect with an EVP or higher position; or (ii) the Company's or any subsidiary's requiring Xx. Xxxxxx to perform services at any location outside the Dallas, Texas metropolitan area, other than reasonable business travel contemplated by Section 2 hereof.
By Xx. XXXX. During the Initial Period, Xx. Xxxx may terminate his employment upon notice to the Company only if (i) the Company is in material breach of this Agreement, (ii) there shall exist a Post Transaction Reassignment (as subsequently defined), or (iii) Xx. X.X. Carreker is no longer either or both of the Chairman or the Chief Executive Officer of the Company; PROVIDED, HOWEVER, that in the case of clauses (i) and (ii) above, such termination will become effective only upon the expiration of 30 days following such notice and then only if the breach or event, as applicable, remains uncured or unremedied, respectively, as of the effective time of such termination. Such termination shall be deemed a termination by the Company of Xx. Xxxx'x employment under Section 9(a) without cause, for which Xx. Xxxx shall have the remedy set forth in Section 9(c).
By Xx. XXXXX. During the Initial Period, Xx. Xxxxx may terminate his employment upon written notice to the Company only if the Company is in material breach of this Agreement; PROVIDED, HOWEVER, that such termination will become effective only upon the expiration of 30 days following such notice and then only if the breach remains uncured as of the effective time of such termination. Such termination shall be deemed a termination by the Company of Xx. Xxxxx'x employment under Section 9(a), without cause, for which Xx. Xxxxx shall have the remedy set forth in Section 9(c).
By Xx. Xxxxx'x - Xx. Xxxxx'x shall indemnify, defend, and hold harmless IsoRay and its Affiliates and their directors, officers, employees, and agents and their respective successors, heirs and assigns (collectively, "IsoRay's Indemnified Parties"), against any liability, damage, loss, or expense incurred by or imposed upon such persons or any one of them in connection with any claims, settlements, suits, actions, or demands, by any Third Party, whether under any theory of product liability, or actions in the form of tort, warranty, or strict liability, or otherwise, arising out of or relating to the performance by Xx. Xxxxx'x of its activities hereunder and/or the breach by Xx. Xxxxx'x of its obligations, representations or warranties hereunder; provided, however, that such indemnification right shall not apply to any liability, damage, loss, or expense to the extent directly attributable to the breach of any obligations, representations or warranties in this Agreement, or negligence, reckless misconduct or intentional misconduct of an IsoRay Indemnified Party. No IsoRay Indemnified Party shall be entitled to indemnification for the settlement of any claim pursuant to this Agreement unless it obtains the prior written consent of IsoRay to such settlement. IsoRay shall not be entitled to settle any such claim under this Section 5.2 unless it obtains the prior written consent of Xx. Xxxxx'x; provided, however, that such consent shall not be required where Xx. Xxxxx'x is fully released from any liability for such claim and where no restrictions are otherwise imposed on Xx. Xxxxx'x by such settlement.
By Xx. Xxxxx. Xx. Xxxxx may terminate this Agreement at any time upon one-hundred-eighty days prior written notice.
