Election by the Company Sample Clauses

Election by the Company. Within twenty (20) days after ----------------------- receipt of the Notice, the Company may elect to purchase any or all of the Offered Shares at the price and on the terms and conditions set forth in the Notice by delivery of written notice of such election to Purchaser, specifying a day, which shall not be more than twenty (20) days after such notice is delivered, on or before which Purchaser shall surrender (if Purchaser has not already done so) the certificate or certificates representing the Offered Shares with stock powers duly endorsed in blank at the administrative office of the Company. Within twenty (20) days after delivery of such notice to Purchaser, the Company shall deliver to Purchaser a check, payable to Purchaser or to such person as Purchaser shall request, in the amount equal to the product of the Proposed Purchase Price multiplied by the number of Offered Shares (the "First ----- Refusal Price") in exchange for the Offered Shares. If Purchaser fails to so ------------- surrender such certificate or certificates on or before such date, from and after such date the Offered Shares shall be deemed to be no longer outstanding, and Purchaser shall cease to be a Shareholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the First Refusal Price, without interest, upon surrender of the certificate or certificates therefor with stock powers duly endorsed in blank. Notwithstanding the foregoing, in the event any principal, interest, fees, expenses or other amounts due on or in connection with the Note (the "Outstanding Amount") are owed to the Company by Purchaser, the First Refusal ------------------ Price shall be reduced (to an amount not less than zero) by such Outstanding Amount, which reduction shall be specified in reasonable detail in the Company's written notice of election to purchase the Offered Shares. If the Company does not elect to purchase all of the Offered Shares, Purchaser shall be entitled to Transfer the balance of the Offered Shares, subject to Section 6 of the Pledge Agreement, to the transferee(s) named in the Notice at the Proposed Purchase Price, or at a higher price, and on the terms and conditions set forth in the Notice; provided, however, that such Transfer must be consummated within ninety (90) days after the date of the Notice and any proposed Transfer after such ninety (90) day period may be made only by again complying with the procedures set ...
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Election by the Company. The Company may terminate Executive's employment upon not less than ninety (90) days written notice by the Company to Executive. With the exception of the covenants included in Section 12 below, upon such termination the obligations of Executive and the Company under this Agreement shall immediately cease.
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Election by the Company. The Company may terminate Employee’s employment upon not less than thirty (30) days written notice by the Company to Employee. Upon such termination the obligations of Employee and the Company under this Agreement shall immediately cease. The Company is not bound for and the employee is not entitled to severance of more than 6 months salary.
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Election by the Company. Notwithstanding the foregoing sections, Citizens has the right (the "Company Cash Option") on and after the Distribution Declaration Date but before the Cash Interest Payment Date (as such term is defined in the Indenture) to cause all Holders of Partnership Preferred Securities to receive payment of Distributions in the form of cash by paying interest on the Convertible Debentures in cash. The Company may exercise the Company Cash Option if the Company shall have provided written notice to the Trust and the holders of the Trust Securities (a "Cash Payment Notice").
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Election by the Company. The Company may make an Election at any time with or without cause.
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Election by the Company. (a) At the Company's option after receipt of Brunswick's written notice pursuant to Section 2 above, in lieu of issuing the Option Shares pursuant to Section 2 above, it may pay Brunswick, in cash, the Market Spread Amount. The "Market Spread Amount" shall be the amount by which the average of the high and low sales prices of the shares of Common Stock, determined by reference to the price listed on NASDAQ (or such other listing organization upon which the common stock is traded) on the most recent trading day prior to the date Brunswick exercises its option, exceeds the per share purchase price then in effect. If the Company elects to pay the Market Spread Amount, it shall make such payment by wire transfer of immediately available funds to an account designated by Brunswick, such payment to be made no later than three days after Brunswick's delivery of its exercise notice.
Sample 1
Election by the Company. Notwithstanding anything herein to the contrary and subject to the provisions of this Section 4, at any time and from time to time on or before the Maturity Date, the Company may redeem all or any part of the then outstanding principal amount of the Note at 100% of the face amount hereof in newly issued shares of Common Stock having a per share value equal to the Redemption Price (as defined below), by delivering a notice to the Holders in the form attached hereto as Annex A (a “Notice of Redemption”). The Notice of Redemption shall specify the principal amount of this Note to be redeemed and the date on which such redemption is to be effected, which shall not be less than five Trading Days after the date such Notice of Redemption is given (a “Redemption Date”). To effect redemptions hereunder, the Holder shall not be required to physically surrender a Note to the Company unless the entire principal amount of such Note has been so redeemed. Redemptions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable redemption. The Company shall maintain records showing the principal amount redeemed and the date of such redemptions, which records shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following redemption of a portion of this Note, the unpaid and unredeemed principal amount of this Note may be less than the amount stated on the face hereof.
Sample 1

Related to Election by the Company

  • Termination by the Company Subject to Section 13(f) hereof, the Company shall have the right, by giving three (3) days’ notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement.

  • Termination by the Corporation If the Executive’s employment is terminated by the Corporation upon the giving of written notice of such termination to the Executive at any time within the 6 month period following a Change of Control (other than for Just Cause, Disability or Death), then the Executive shall be entitled to the following:

  • Cooperation by the Company If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request.

  • Other Termination by the Company If the Company terminates Executive’s employment without Cause before this Agreement terminates, or Executive terminates his employment for Good Reason (defined below) before this Agreement terminates, the Company will pay Executive a payment having a present value equal to the compensation and other benefits he would have been entitled to for the remainder of the term if his employment had not terminated. All payments made pursuant to this Section 9(b) shall be completed no later than March 15 of the calendar year following the calendar year in which Executive’s employment terminates.

  • Notice by the Company (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XVI. Notwithstanding the provisions of this Article XVI or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XVI, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 9.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 16.6 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

  • Termination by the Company for Cause The Company may Terminate Executive’s employment for “Cause” at any time with or without advance notice. In the event of such Termination, Executive will not be eligible to receive any of the payments set forth in Section 9(A) or 9(B) above. For purposes of this Agreement, a Termination for “Cause” is defined as: (i) an act of dishonesty causing harm to the Company or any of its affiliates, (ii) the material breach of either the Company’s Code of Business Conduct and Ethics (the “Code of Conduct”) or any policy or procedure developed and published by the Company regarding compliance or ethics related to the Code of Conduct, (iii) habitual drunkenness or narcotic drug addiction, (iv) conviction of, or entry by Executive of a guilty or no contest plea to, the commission of a felony or a misdemeanor involving moral turpitude, (v) willful refusal to perform or gross neglect of the duties assigned to Executive, (vi) the willful breach of any law that, directly or indirectly, affects the Company or any of its affiliates, (vii) a material breach by Executive following a Change in Control of those duties and responsibilities of Executive that do not differ in any material respect from Executive’s duties and responsibilities during the 90-day period immediately prior to such Change in Control (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on Executive’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company or any of its affiliates and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach, or (viii) breach of Executive’s obligations hereunder (or under any Company policy) to protect the proprietary and confidential information of the Company or any of its affiliates.

  • For Cause by the Company The Company hereunder, may terminate the Term, and the Executive’s employment at any time for Cause (as defined below) upon delivery of a Notice of Termination (as defined in Section 4.4) by the Company to Executive, in which the cause or reason of such termination is stated. For purposes of this Agreement, “Cause” means, in each case, as reasonably determined by the Board: (i) conviction of, or entry of a pleading of guilty or no contest by, Executive with respect to a felony or any lesser crime of which fraud or dishonesty is a material element; (ii) Executive’s willful dishonesty towards the Company; (iii) Executive’s willful and continued failure to perform substantially all of his duties with the Company, or a failure to follow the lawful direction of the Board after the Board delivers a written demand for substantial performance and Executive neglects to cure such a failure to the reasonable satisfaction of the Board within five (5) business days following receipt of such written demand; (iv) Executive’s knowing and intentional failure to comply with applicable laws with respect to the execution of the Company’s business operations or his material breach of this Agreement; (v) Executive’s theft, fraud, embezzlement, dishonesty or similar conduct which has resulted or is likely to result in material damage to the Company or any subsidiaries and Affiliate; or (vi) Executive’s habitual intoxication or continued abuse of illegal drugs which materially interferes with Executive’s ability to perform his assigned duties and responsibilities. If Executive is terminated for Cause pursuant to this Section 4.1, he shall be entitled to receive only his Salary through the date of termination and he shall have no further rights to any compensation (including any Salary) or any other benefits under this Agreement.

  • Termination by the Company with Cause (i) The Company may terminate Employee’s employment at any time with Cause, effective upon Employee’s receipt of written notice of such termination; provided, however, that with respect to any Cause termination relying on clause (i) or (ii) of the definition of Cause set forth in Section 1(d) hereof, to the extent that such act or acts or failure or failures to act are curable, Employee shall be given ten (10) days’ written notice by the Company of its intention to terminate him with Cause, such notice to state the act or acts or failure or failures to act that constitute the grounds on which the proposed termination with Cause is based, and such termination shall be effective at the expiration of such ten (10) day notice period unless Employee has fully cured such act or acts or failure or failures to act, to the Company’s complete satisfaction, that give rise to Cause during such period.

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • TERMINATION BY THE CONTRACTOR If the Work is stopped for a period of thirty days under an order of any court or other public authority having jurisdiction, or as a result of an act of government, such as a declaration of a national emergency making materials unavailable, through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing any of the Work under a contract with the Contractor, or if the Work should be stopped for a period of thirty days by the Contractor because the Architect has not issued a Certificate for Payment as provided in Paragraph 9.7 of these General Conditions or because the State has not made payment thereon as provided in Paragraph 9.7, then the Contractor may, upon seven additional days written notice to the State and the Architect, terminate the Contract and recover from the State payment for all Work executed and for any proven loss sustained upon any materials, equipment, tools, construction equipment and machinery, including reasonable profit and damages.