Constructive Termination Event Sample Clauses
Constructive Termination Event. A "Constructive Termination Event" shall be deemed to be the occurrence of any one or more of the following events during the Term of Employment:
9.1.1 the assignment by Employer to the Employee of duties that are inconsistent with the Employee's office with Employer at the time of such assignment, or the removal by Employer from the Employee of those duties described in Section 2.1 above, including without limitation failure to nominate or re-nominate Employee for election to the Board of Directors of Employer and failure of ▇▇▇▇▇▇ F.X. Sillerman (and his affiliates) to vote his (and their) shares in favor of such nomination; or
9.1.2 any removal of the Employee from, or any failure to elect or reelect the Employee to, the Designated Office (as defined in Section 9.3 hereof), except in connection with the Employee's promotion, with his prior written consent, to a higher office (if any) with Employer; or
9.1.3 a reduction by Employer in the amount of the Employee's Salary as then in effect, or the failure of Employer to pay such Salary to the Employee at the time and in the manner specified in Section 3 of this Agreement; or
9.1.4 the discontinuation or material reduction by Employer of the Employee's participation in any stock option, bonus or other employee benefit plan or arrangement (including, without limitation, any profit-sharing, life insurance, medical, dental, hospitalization, incentive compensation or retirement plan or arrangement) in which the Employee is a participant or the failure to grant the Stock Options; or
9.1.5 the failure of Employer to obtain the assumption by any successor to Employer of the obligations imposed upon Employer under this Agreement, as required by Section 17 of this Agreement; or
9.1.6 the failure by Employer to reimburse the Employee for the reasonable business expenses incurred by the Employee in the performance of his duties to Employer, including, without limitation, reasonable expenditures for business entertainment and for travel in connection with Employer's business; or
9.1.7 the failure of Employer to observe, fulfill or perform any obligation, requirement or restriction imposed upon it pursuant to this Agreement which is not referenced in the foregoing subsections of this Section 9.1, and such failure continues uncorrected for thirty (30) days after notice thereof to Employer; or
Constructive Termination Event. If the Company elects to continue your employment beyond the Introductory Period, a “Constructive Termination Event” will be deemed to have occurred at the Company’s close of business on the first day that any of the following actions is taken by the Company:
Constructive Termination Event. Applies in case of (a) Company’s removal of the Link(s) or (b) Company’s removal of Products offered for sale through the Commerce Solution that results in a decrease of the total monthly revenue of more than [*], subject to the exclusions set forth below. In order to calculate this decrease, DR will compare the total monthly revenue of the respective calendar month with the average monthly revenue over the last three (3) consecutive calendar months prior to the date of the written notice of breach, excluding revenues of “end of life” Products or Products no longer offered through any online commerce and removed for sale from the Commerce Solution. The monthly revenue is thereby defined as the aggregate Transaction Amounts received by DR under this Agreement during a calendar month less associated Transaction Costs and less amounts associated with chargebacks and returns during such calendar month. For the avoidance of doubt, the following would not cause such an event: 1) Company’s removal of products due to them being discontinued, subject to Company’s “end of life” practices or otherwise being totally removed from any online commerce; 2) Company’s removal of links in accordance with other conditions of this contract or as may be required under applicable law or regulation; or 3) sales declines that can be reasonably attributed to seasonality, competition, economy or fraud prevention practices of either Party. Corporate Affiliate: Any entity which directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Party in question, as the case may be.
Constructive Termination Event. A "Constructive Termination Event" shall be deemed to be the occurrence of any one or more of the following events during the Term of Employment:
Constructive Termination Event. A "Constructive Termination Event" will be deemed to have occurred at the Company's close of business on the fourteenth (14th) day after, and including, the first day, that any of the following actions is taken by the Company and such action is not reversed in full by the Company within such fourteen-day period unless prior to the expiration of such fourteen-day period Executive has otherwise agreed to the specific relevant event in writing: (1) Executive's aggregate benefits (excluding his salary compensation and already-set Bonus Plan amounts, which may only be increased, decreased or otherwise changed by mutual written agreement of the Company and Executive as an amendment hereto or to the relevant Bonus Plan) are materially reduced below those in effect immediately prior to the effective date of such Constructive Termination Event, and such reduction is not applied as part of an overall reduction in benefits in which Executive is treated proportionately given Executive's position, length of service, income and other relevant factors customary within the biotechnology industry within the state in which the Company's principal offices are located at the date of such reduction, and/or (2) Executive's duties and/or authority are materially decreased from those in effect immediately prior to such Constructive Termination Event, in a