Cure period clause samples

SANTERAMO IN COLLE, Bari, Italy--(BUSINESS WIRE)--December 28, 2018--Natuzzi S.p.A. (NYSE:NTZ) (“Natuzzi” or the “Company”) announced today that on December 26, 2018 it received notice from the New York Stock Exchange, Inc. (the “NYSE“) that the Company is no longer in compliance with one of the NYSE’s continued listing standards for a listed company, particularly, the average closing price of the Company’s American Depositary Receipts (“ADSs”) was less than US$1.00 over a consecutive 30-trading day-period. NYSE notified the Company that it would be delisted if it is not able to comply with the NYSE continued listing standards within the applicable six-month cure period. The issuance of the notification is not discretionary and is sent automatically when a listed company’s share price falls below the NYSE’s minimum price listing standard.

days of the first occurrence of such condition; (3)you are provided a period of 30 days following such notice (the “Cause Cure Period”) to remedy the condition; (4)notwithstanding such efforts, the Company reasonably and in good faith determines at the end of the Cause Cure Period that the Cause condition continues to exist; and (5)the Company terminates your employment within 30 days after the end of the Cause Cure Period. If you cure the Cause condition during the Cause Cure Period, Cause shall be deemed not to have occurred. The Company shall not be required to follow the Cause Process as to those conditions which it reasonably determines in good faith cannot be cured within the Cause Cure Period. For the avoidance of doubt, you and the Company acknowledge and agree that clauses (i), (iii)and (v)cannot be cured, and shall not be subject to the requirements of the Cause Process.

“Good Reason” means that you have complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following actions undertaken by the Company without your express prior written consent: (i)the material diminution in your responsibilities, authority and function; (ii)a material reduction in your base salary, provided, however, that Good Reason shall not be deemed to have occurred in the event of a reduction in your base salary that is pursuant to a salary reduction program affecting substantially all of the senior level employees of the Company and that does not adversely affect you to a greater extent than other similarly situated employees; (iii)a material change in the geographic location at which you must regularly report to work and perform services, except for required travel on the Company’s business; or (iv)a material breach by the Company of any of its obligations to you under its agreements with you. “Good Reason Process” means that (1)you have reasonably determined in good faith that a “Good Reason” condition has occurred; (2)you have notified the Company in writing of the first occurrence of the Good Reason condition within 30 days of the first occurrence of such condition; (3)the Company is provided with a period of 30 days following such notice (the “Cure Period”) to remedy the condition; (4)notwithstanding such efforts, you reasonably and in good faith determine at the end of the Cure Period that the Good Reason condition continues to exist; and (5)you terminate your employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

The Company has notified the NYSE of its intention to regain compliance within the six-month cure period. During the cure period, Link Motion’s stock will continue to be listed on the NYSE, subject to its ability to remain in compliance with other continued listing standards. The notice received from the NYSE does not affect the ongoing business of Link Motion.

NYSE notified the Company that its ADRs would be delisted if it is not able to comply with the Dollar Price Standard within the applicable cure period. As of April 6, 2020, the average closing price of Natuzzi’s ADRs over the preceding consecutive 30 trading-day period was US$ 0.78 per ADR. The issuance of the notification is not discretionary and is sent automatically when a listed company’s share price falls below the Dollar Price Standard.

misconduct, neglect of duties, or breach of fiduciary duty to the Company; (iii)violation of federal or state securities laws; (iv)breach of an employment, consulting or other agreement with the Company; (v)the conviction of a felony, or any crime involving moral turpitude, including a plea of guilty or nolo contendre; or (vi)continued non-performance or unsatisfactory performance of your responsibilities hereunder. “Cause Process” means that (i)the Board has reasonably determined in good faith that a “Cause” condition has occurred; (ii)the Board has notified you in writing of the first occurrence of the Cause condition within 60 days of the first occurrence of such condition; (iii)the Board has cooperated in good faith with your efforts, for a period not less than 30 days following such notice (the “Cause Cure Period”), to remedy the condition; (iv)notwithstanding such efforts, the Board reasonably and in good faith determines at the end of the Cause Cure Period that the Cause condition continues to exist; and (v)the Board terminates your employment within 60 days after the end of the Cause Cure Period. If you cure the Cause condition during the Cause Cure Period, Cause shall be deemed not to have occurred. The Board shall not be required to follow the Cause Process as to those conditions which it reasonably determines in good faith cannot be cured within the 60 day period. For the avoidance of doubt, you and the Company acknowledge and agree that clauses (i), (iii)and (v)cannot be cured.

The Company has six months from receipt of the notice to regain compliance with the NYSE’s price condition. In accordance with the NYSE’s rules, the Company provided the NYSE with written notice of its receipt of the notice and of its intention to cure the share price non-compliance within the six-month cure period. Subject to the NYSE’s rules, during the cure period, the Company’s ClassA common stock will continue to be listed and trade on the NYSE as usual. The Company is currently in compliance with all other NYSE continued listing standards.

provided, however, that prior to any termination of employment for Good Reason, Executive must first provide written notice to the Bank (or its successor) within 60 days following the initial existence of the condition, describing the existence of such condition, and the Bank shall thereafter have the right to remedy the condition within 30 days of the date the Bank received the written notice from Executive, unless the Bank waives the cure period. If the Bank remedies the condition within such 30-day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such 30-day cure period, then Executive may deliver a Notice of Termination (as defined in Section 4 hereof) for Good Reason at any time within 60 days following the expiration of such cure period, or earlier if the Bank waived the cure period.

In accordance with NYSE rules, Bellatrix has six months following receipt of the notification to regain compliance with the minimum share price requirement. Bellatrix can regain compliance at any time during the six-month cure period if the Company’s common shares have a closing share price of at least US$1.00 on the last trading day of any calendar month during the period and also have an average closing share price of at least US$1.00 over the 30 trading-day period ending on the last trading day of that month or on the last day of the cure period. Bellatrix has notified the NYSE of its intent to cure this deficiency within the six-month cure period. If at the expiration of the applicable cure period Bellatrix has not regained compliance, the NYSE would commence suspension and delisting procedures. At this time management would not expect the Company to propose a share consolidation as a means of curing the deficiency.

The Pinecone Credit Facility is subject to customary operating and financial covenants and regulatory conditions for each of the Facilities, which could result in additional monthly interest charges during any non-compliance and cure period. The Pinecone Credit Facility is prepayable with a prepayment premium equal to 1% of the principal amount being repaid.

Constructive Termination means your resignation in accordance with the next sentence after the occurrence of one or more of the following events without your express written consent: (a)you cease service as Chief Executive Officer and lead decision maker of the Company or; a material reduction in your role, duties, authority or responsibility; (b)a material reduction in your annual salary or annual target bonus amount, which the parties agree is a reduction of at least 5%; (c) a relocation of your principal place of employment more than 35 miles from San Mateo, California; or (d)a material reduction of your other material benefits including health care and long-term incentives. In order for your resignation to be a Constructive Termination, you must not resign without first providing the Company with written notice of the acts or omissions constituting the grounds for a “Constructive Termination” within 60 days of the initial existence of the grounds for a “Constructive Termination” and a cure period of 30 days following the date of written notice (the “Cure Period”), such grounds must not have been cured during such time, and you must terminate your employment within 30days following the Cure Period. As used in this definition, “Company” includes any successor to the Company pursuant to a Change in Control.

For all Scheduled Flight departures of Covered Aircraft operated by Contractor under this Agreement, no more than [***] will be permitted to elapse between the brake release and the call to push (any such period, regardless of whether such period is greater or less than [***] in length, a “EBR Period” and such [***] timeframe, the “EBR Goal”). United, or its representatives, will periodically measure (with a minimum sample of thirty (30)measurements) Contractor’s EBR Periods and will provide reports detailing the observed EBR Periods; provided that the process of conducting such measurement may be altered at any time and from time to time by United in its sole discretion. If, in any given calendar month, Contractor’s average observed EBR Period for Scheduled Flight departures is greater than the EBR Goal, United shall provide Contractor with written notice that Contractor has not met the EBR Goal, following which Contractor shall have a thirty (30)day period (such thirty (30)day period, the “EBR Cure Period”) during which to reduce its average EBR Period to an observed average EBR Period less than or equivalent to the EBR Goal. If Contractor has not reduced its average EBR Period to an observed average EBR Period that is less than or equivalent to the EBR Goal as of the end of the EBR Cure Period, then Contractor shall owe a payment (the “EBR Payment”) to United equal to the product of (x)the excess of the observed average EBR Period during the EBR Cure Period over [***], multiplied by (y)the number of completed Contractor’s Scheduled Flight departures of Covered Aircraft during such EBR Cure Period, multiplied by (z) [***] of the block hour rate set forth on Schedule 2A or Schedule 2B, as the case may be. The EBR Payment will be made by Contractor to United as provided in Section3.6(c)(ii). Contractor’s average EBR Period shall be continuously tested in successive EBR Cure Periods and Contractor shall pay the applicable EBR Payment with respect to each such EBR Cure Period, until Contractor meets the EBR Goal with respect to a EBR Cure Period. For purposes of clarity, an example of the calculation of an observed average EBR Period and a EBR Payment are provided below.

excess of the observed average EBR Period during the EBR Cure Period over [***], multiplied by (y)the number of completed Contractor’s Scheduled Flight departures of Covered Aircraft during such EBR Cure Period, multiplied by (z)one-sixtieth of the block hour rate set forth on Schedule 2A or Schedule 2B, as the case may be. The EBR Payment will be made by Contractor to United as provided in Section3.6(c)(ii). Contractor’s average EBR Period shall be continuously tested in successive EBR Cure Periods and Contractor shall pay the applicable EBR Payment with respect w each such EBR Cure Period, until Contractor meets the EBR Goal with respect to a EBR Cure Period. For purposes of clarity, an example of the calculation of an observed average EBR Period and a EBR Payment arc provided below.

8.2 Early Termination. If: (i)Mesa’s OTP Rate for the Phoenix Hub falls below AWA’s OTP Rate for the Phoenix Hub for five of any six calendar months or (ii)Mesa’s FCF for the Phoenix Hub falls below [***]% for five of any of six consecutive calendar months (each, a “Cancellation Event”), AWA, at its election, may by written notice (a “Performance Notice”) inform Mesa that if the Cancellation Event is not cured within one hundred twenty (120)days from receipt of such Performance Notice (the “Cure Period”), AWA, at its option may give a Termination Notice (as defined below). If the Cancellation Event relates to Mesa’s OTP Rate, the cure shall be effected by Mesa bringing its OTP Rate for such Hub to a rate that is equal to or above AWA’s OTP Rate at the Phoenix Hub during the Cure Period. If the Cancellation Event relates to the Mesa’s FCF for the Phoenix Hub, the cure shall be effected by Mesa bringing its FCF at the Phoenix Hub to [***]% or higher during the Cure Period. If, after the Cure Period has expired and Mesa has not cured the Cancellation Event as set forth above, then AWA at any time during the thirty (30)day period following the lapse of the Cure Period without cure may, upon 90 days’ prior written notice to Mesa (“Termination Notice”), terminate this Agreement. Such termination right shall be in addition to any penalty payments set forth in Section5 and termination rights for an Event of Default pursuant to Section13.