Technical Termination definition

Technical Termination has the meaning set forth in §4(k) below.
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Examples of Technical Termination in a sentence

  • A Non- Technical Termination shall be deemed to have occurred if: (A) there has been no Technical Failure with respect to both Indications, and (B) Dermavant and its Responsible Parties fail, for at least [***], to use Commercially Reasonable Efforts to actively and materially engage in the Development of the Product in a manner consistent with Dermavant’s obligations hereunder to Develop the Product (a “Deemed Non-Technical Termination”).

  • For the avoidance of doubt, the Board of Directors shall only be entitled to make changes necessary to avoid a Technical Termination, and shall not have the right to restructure any proposed Transfer in any other way or for any other purpose.

  • To restructure the Transfer, the Board of Directors shall prior to the effective date of the transfer, provide a written explanation to the transferor explaining any and all necessary changes required by the Board of Directors so that a Technical Termination will be avoided if the proposed Transfer is ultimately consummated.

  • As a result of the Technical Termination, the Tax year of the Acquired Companies will terminate effective as of the Closing Date.

  • Tax Returns prepared for the Acquired Companies in connection with the Technical Termination shall be prepared in accordance with Section 5.2(a) above.

  • Accordingly, upon the sale of the members’ interests of CTC and PCI to the Surviving Corporation, for Tax purposes, a "Technical Termination" of the taxable “partnerships” will have occurred as the only owner of the equity of such entities will be the Surviving Corporation.

  • For the avoidance of doubt, all Taxes in respect of Schlage Lock Co. LLC for all periods following the Technical Termination Date shall be considered Standalone Allegion Taxes for which Allegion is responsible under Section 2.1(b).

  • No items of gain, income, loss, deduction or credit shall recognized by Target or its members, and there shall be no adjustments to the capital accounts of the members of Target as a result of the Technical Termination.

Related to Technical Termination

  • Partial Termination has the meaning set forth in the Section 6.3(a).

  • Normal Termination means termination of employment or service with the Company and Affiliates: (i) by the Optionee; (ii) upon retirement; (iii) on account of death or Disability; or (iv) by the Company, a Subsidiary or Affiliate without Cause.

  • Potential Termination Event means an event which but for the lapse of time or the giving of notice, or both, would constitute a Termination Event.

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Employment Termination means the effective date of: (i) Employee’s voluntary termination of employment with the Company with Good Reason, or (ii) the termination of Employee’s employment by the Company without Cause.