UICI definition
Examples of UICI in a sentence
Notwithstanding anything in this Agreement to the contrary, the Executive acknowledges and agrees that to the extent the Executive is offered and accepts comparable employment with such Successor, the Executive will not be entitled to receive any severance/termination compensation payments and benefits, as provided pursuant to the terms and conditions of Section 10 or otherwise under this Agreement, from UICI in connection with such acquisition/transaction with the Successor.
If the Company or UICI terminates the Executive's employment with Cause, all of the Executive's Option Rights, whether or not vested, will be immediately forfeited.
Stock Options, if any, held by the Executive following termination of the Executive's employment with the Company, UICI or any of its Subsidiaries, shall remain exercisable in accordance with their terms.
The Executive's employment hereunder may be terminated by the Company, UICI or any of its Subsidiaries that employ the Executive for any reason or no reason (including with or without Cause or notification by the Company or UICI at any time during the Employment Term pursuant to Section 2 that the Company or UICI intends to terminate the Agreement and the Executive's employment, rather than allow the Agreement to renew automatically) by written notice as provided in Section 18.
Upon termination of the Executive's employment with the Company, UICI or any of its Subsidiaries for any reason prior to an IPO, the Company or UICI will have the right to purchase (the "Call Right") any of the Executive's shares of UICI's Class A-1 common stock in accordance with the terms and conditions of the Stockholders Agreement.
The parties acknowledge that the provisions of this Agreement are reasonably necessary to protect the legitimate interests of UICI and that any violation of this Agreement will result in irreparable injury to UICI, the exact amount of which will be difficult to ascertain and the remedies at law for which will not be reasonable or adequate compensation to UICI for such a violation.
This Agreement will be binding upon and inure to the benefit of the parties hereto, UICI and its successors and assigns, but no party may assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the other party hereto.
If UICI shall institute any action or proceeding to enforce the provisions hereof, Shareholder hereby waives any claim or defense therein that UICI has an adequate remedy at law.
Accordingly, Shareholder hereby agrees that if he violates any of the provisions of this Agreement, in addition to any other remedy available at law or in equity, UICI will be entitled to seek specific performance or injunctive relief without posting a bond or other security and without the necessity of proving actual damages.
Such notice shall state that the Company intends to cause UICI to transfer such shares to one or more third parties unaffiliated with UICI.