BY DISCHARGE Sample Clauses

BY DISCHARGE. If Executive's employment under the terms of this Agreement is terminated by the Company for any reason other than cause, death, or disability (in any such case a "Discharge"), then (a) the Company shall pay to Executive, on the date of Discharge, a lump sum cash amount equal to the greater of (i) 12 months of Executive's Base Salary at the time of the Discharge and (ii) Executive's Base Salary, without regard to Cost of Living Adjustments, payable for the remainder of the Term; (b) the Company shall pay to Executive the amounts, and on the schedule, of bonus compensation under Section 3.2 that would be payable to Executive during the remainder of the Term in the absence of the Discharge; and (c) Executive shall immediately become fully vested in, and be entitled to exercise for a period of 90 days after the date of Discharge, all outstanding stock options not previously vested or exercised. Such payment shall be in addition to other payments, if any, to which Executive is entitled pursuant to Section 4 hereof, and the rights of Executive (and the obligations of the Company) under Section 8 shall continue without regard to such Discharge. No Discharge shall be permitted pursuant to this Section 7.4 unless approved by a majority of the members of the Board.
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BY DISCHARGE. If Executive's employment under the terms of this Agreement is terminated by the Company for any reason other than cause, death, or disability (in any such case a "Discharge"), then (a) the Company shall pay to Executive, on the date of Discharge, the amount of any accrued but unpaid Incentive Compensation and any other amount that otherwise would become payable pursuant to Section 3.1 (as a result of transactions in process as of the Disability Date) if there had been no Discharge and any amounts reimbursable under Section 3.2 for expenses incurred prior to Discharge; (b) a lump sum amount (less any applicable withholding taxes) without the requirement for documentation, accounting, or other justification, equal to the expense allowance under Section 3.2 that would otherwise be payable through December 31, 2001, absent the Discharge; and (c) Executive shall immediately become fully vested in, and be entitled to exercise for a period of 90 days after the date of Discharge, all outstanding stock options not previously vested or exercised. Such payment shall be in addition to other payments, if any, to which Executive is entitled pursuant to Section 4 hereof, and the rights of Executive (and the obligations of the Company) under Section 8 and set forth on Exhibit B shall continue without regard to such Discharge. No Discharge shall be permitted pursuant to this Section 7.4 unless approved by a majority of the members of the Board.
Sample 1
BY DISCHARGE. If Executive's employment under the terms of this Agreement is terminated by IDG for any reason other than cause, death, or disability (in any such case a "Discharge"), then IDG shall pay to Executive, on the date of Discharge, a lump sum cash amount equal to the present value of the sum of (a) the greater of (i) twelve (12) months Base Salary, and (ii) the amount of Base Salary that otherwise would have been payable to Executive for the remainder of the Term plus (b) the bonus payment provided for in Section 3.2 hereof for the fiscal year in which the termination occurs. For purposes of the present value calculation required by the preceding sentence, the parties shall use as a rate IDG's then current cost of borrowing. Such payment shall be in addition to other payments, if any, to which Executive is entitled pursuant to Section 3 or Section 4 hereof. In addition, all stock options theretofore granted to Executive shall remain in force and effect and shall be exercisable until their expiration date, provided that any such options otherwise subject to vesting based solely on the lapse of time shall be immediately vested in full. The provisions of Sections 5, 6, and 8 shall continue without regard to such Discharge or termination of this Agreement.
Sample 1
BY DISCHARGE. If Executive's employment under the terms of this Agreement is terminated by IDG for any reason other than cause, death, or disability (in any such case a "Discharge"), then IDG shall pay to Executive, on the date of Discharge, a lump sum cash amount equal to the present value of the sum of (a) the greater of (i) twelve (12) months Base Salary, and (ii) the amount of Base Salary that otherwise would have been payable to Executive for the remainder of the Term plus (b) the bonus payment provided for in Section 3.2 hereof for the fiscal year in which the termination occurs. For purposes of the present value calculation required by the preceding sentence, the parties shall use as a rate IDG's then current cost of borrowing. Such payment shall be in addition to other payments, if any, to which Executive is
Sample 1
BY DISCHARGE. If Executive's employment under the terms of this Agreement is terminated by IDG for any reason other than cause, death, or disability (in any such case a "Discharge"), then IDG shall pay to Executive, on the date of Discharge, a lump sum cash amount equal to the present value of the sum of (a) the greater of (i) twelve (12) months Base Salary, and (ii) the amount of Base Salary that otherwise would have been payable to Executive
Sample 1
BY DISCHARGE. If Executive's employment under the terms of this ------------ Agreement is terminated by the Company for any reason other than cause, death, or disability (in any such case a "Discharge"), then (a) the Company shall pay to Executive, on the date of Discharge, the amount of
Sample 1
BY DISCHARGE. If Executive's employment under the terms of this Agreement is terminated by the Company for any reason other than cause, death, or disability (in any such case a "Discharge"), then (a) the Company shall pay to Executive, on the date of Discharge, a lump sum cash amount equal to the greater of (i) 12 months of Executive's Base Salary and Incentive Compensation at the time of the Discharge and (ii) Executive's Base Salary, without regard to Cost of Living Adjustments, payable for the remainder of the Term plus actual Incentive Compensation; and (b) Executive shall immediately become fully vested in, and be entitled to exercise for a period of 90 days after the date of Discharge, all outstanding stock options not previously vested or exercised, if any. Such payment shall be in addition to other payments, if any, to which Executive is entitled pursuant to Section 4 hereof, and the rights of Executive (and the obligations of the Company) under Section 8 shall continue without regard to such Discharge.
Sample 1
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Related to BY DISCHARGE

  • No Discharge This Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guarantied Obligations), including without limitation the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, the Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guarantied Obligations, (c) the Guarantied Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (d) the application of payments received from any source to the payment of indebtedness other than the Guarantied Obligations, even though Guarantied Party or the other Beneficiaries, or any of them, might have elected to apply such payment to any part or all of the Guarantied Obligations, (e) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations, (f) any defenses, set-offs or counterclaims which Company may assert against Guarantied Party or any Beneficiary in respect of the Guarantied Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (g) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of a Guarantor as an obligor in respect of the Guarantied Obligations.

  • Good discharge (a) Any payment to be made in respect of the Secured Liabilities by the Security Agent may be made to the Facility Agent on behalf of the Secured Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Agent.

  • Satisfaction and Discharge This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

  • Release and Discharge BY VIRTUE OF THEIR EXECUTION AND DELIVERY OF THIS AGREEMENT, AS OF THE CLOSING AND THEREAFTER, THE MEMBERS, FOR AND ON BEHALF OF THEIR HEIRS, ASSIGNS, BENEFICIARIES, EXECUTORS AND ADMINISTRATORS DO: (i) HEREBY FULLY AND IRREVOCABLY REMISE, RELEASE AND FOREVER DISCHARGE BARSTOW , AND ITS SUBSIDIARIES, DIRECTORS, OFFICERS, MEMBERS, MANAGERS, AFFILIATES, EMPLOYEES, AGENTS, ATTORNEYS, ACCOUNTANTS, SUCCESSORS AND ASSIGNS OF AND FROM ANY AND ALL MANNER OF CLAIMS, ACTIONS, CAUSES OF ACTION, GRIEVANCES, LIABILITIES, OBLIGATIONS, PROMISES, DAMAGES, AGREEMENTS, RIGHTS, DEBTS AND EXPENSES (INCLUDING CLAIMS FOR ATTORNEYS’ FEES AND COSTS), OF EVERY KIND, EITHER IN LAW OR IN EQUITY, WHETHER CONTINGENT, MATURE, KNOWN OR UNKNOWN, OR SUSPECTED OR UNSUSPECTED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ARISING UNDER ANY FEDERAL, STATE, LOCAL OR MUNICIPAL LAW, COMMON LAW OR STATUTE, WHETHER ARISING IN CONTRACT OR IN TORT, AND ANY CLAIMS ARISING UNDER ANY OTHER LAWS OR REGULATIONS OF ANY NATURE WHATSOEVER, THAT SUCH MEMBERS EVER HAD, NOW HAS OR MAY HAVE, FOR OR BY REASON OF ANY CAUSE, MATTER OR THING WHATSOEVER, FROM THE BEGINNING OF THE WORLD TO THE DATE HEREOF; AND (ii) UPON THE CLOSING DO HEREBY AGREE TO TERMINATE ANY AND ALL OPERATING AGREEMENTS OR OTHER SIMILAR AGREEMENTS AMONG THE MEMBERS. .

  • AIR DISCHARGES 6.1 Do you have any air filtration systems or stacks that discharge into the air? Yes ( ) No ( )

  • Satisfaction and Discharge Defeasance 31 Section 8.1. Satisfaction and Discharge of Indenture..................................... 31 Section 8.2. Application of Trust Funds; Indemnification................................. 32 Section 8.3. Legal Defeasance of Securities of any Series................................ 32 Section 8.4. Covenant Defeasance......................................................... 34 Section 8.5. Repayment to Company........................................................ 35 ARTICLE IX.

  • Satisfaction and Discharge of Indenture This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

  • Satisfaction and Discharge of Indenture; Defeasance (a) If at any time the Company shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated and delivered (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09 and Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 11.05) or all Debt Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee as trust funds the entire amount in cash sufficient to pay at final maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due on such date of maturity or Redemption Date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) with respect to the Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Debt Securities of such series.

  • Conditions to Satisfaction and Discharge Except as stated in Section 4.1(c), this Indenture will cease to be of further effect for the Notes if:

  • Termination, Release and Discharge [The] [Each] Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further force or effect, and [the] [each] Subsidiary Guarantor shall be released and discharged from all obligations in respect of such Subsidiary Guarantee, as and when provided in Section 1303 of the Indenture.

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