Termination by FCB Sample Clauses

Termination by FCB. This Agreement may be terminated by FCB by action of its Board of Directors or Executive Committee: (i) if any of the conditions to FCB’s and Bancorp’s obligations set forth in Paragraphs 8.01(a)(i), 8.01(a)(ii), or 8.03(d) above shall not have been satisfied in all material respects or effectively waived in writing by FCB by September 30, 2005 (except to the extent the failure of such condition to be satisfied has been caused by the failure of FCB or Bancorp to satisfy any of its obligations, covenants or agreements contained herein); (ii) if SFC or SNB shall have violated or failed to fully perform any of their obligations, covenants or agreements contained in Article V or VII herein in any material respect; (iii) if FCB determines at any time that (A) any of SFC’s or SNB’s representations or warranties contained in Article III above or in any other certificate or writing delivered pursuant to this Agreement shall have been false or misleading in any material respect when made or would have been false or misleading in any material respect except for the fact that the representation or warranty was limited to or qualified based on the Best Knowledge of SFC, or that (B) there has occurred any event or development or that there exists any condition or circumstance which has caused or, with the lapse of time or otherwise, reasonably could be expected to cause any such representations or warranties to become false or misleading in any material respect or that would cause any such representation or warranty to become false or misleading in any material respect except for the fact that the representation or warranty was limited to or qualified based on the Best Knowledge of SFC, except, in either such case, for inaccuracies, changes and exceptions in and to representations or warranties that, individually or in the aggregate, have not had, and cannot reasonably be expected to have, an SFC Material Adverse Effect; 40 (iv) if SFC’s shareholders do not approve this Agreement and the Merger at the SFC Shareholders’ Meeting or if, notwithstanding FCB’s and Bancorp’s satisfaction in all material respects of their obligations under Paragraphs 7.02 above, the SFC Shareholders’ Meeting is not held by September 30, 2005; (v) if the Merger shall not have become effective on or before December 31, 2005, or such later date as shall be mutually agreed upon in writing by FCB and SFC; (vi) under the circumstances described in Paragraph 7.04; or (vii) if, for the reasons and to...
Sample 1

Related to Termination by FCB

  • Termination by Bank If the Bank, or its successor in interest by merger, or its transferee in the event of a purchase in an assumption transaction (for reasons other than Executive's death, disability, or Cause) (1) terminates Executive's employment within one year following a Change in Control (as defined below), or (2) terminates Executive's employment before the Change in Control but on or after the date that any party either announces or is required by law to announce any prospective Change in Control transaction and a Change in Control occurs within six months after the termination, the Bank will provide Executive with the payment and benefits described in Section 9(d)(3) below.

  • Termination by Owner The Owner may terminate this Agreement in whole or in part, for the failure of the Consultant to:

  • Termination by You You may cancel your acceptance of this Contract by delivering notice to XOOM by way of mail, fax, e-mail or by personal delivery, in the following circumstances:

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

  • Termination by Xxxxxx Xilinx may terminate this Agreement for material breach by Licensee, provided that Xilinx has given written notice to Licensee of such breach and Licensee fails to cure such breach within thirty (30) days thereof; provided, however, in the event of a breach of confidentiality under Section 7 whereby unauthorized disclosure and/or dissemination by electronic or other means is likely to cause undue harm to Xilinx, then Xilinx may, at its discretion, immediately terminate this Agreement and seek other appropriate equitable and legal remedies as deemed necessary to protect its interests hereunder.

  • Termination by Death If the Executive dies during the Employment Term, the Executive’s employment will terminate and the Executive’s beneficiary or if none, the Executive’s estate, shall be entitled to receive from the Company, the Executive’s accrued, but unpaid, Base Salary through the date of termination of employment and any vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law.

  • Termination by Seller This Agreement may be terminated at any time prior to the Closing by Seller, by written notice to Buyer:

  • Termination by Buyer This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer, if:

  • Termination by Employer (i) Employer may terminate this Agreement upon written notice for Cause. For purposes hereof, "

  • Termination by Manager Manager shall have the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days written notice to Owner. Manager shall also have the right to terminate this Agreement upon thirty (30) days written notice to Owner for non-payment of fees and expenses due Manager under the terms of this Agreement

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