Change of Control Arrangements Sample Clauses

Change of Control Arrangements. 20.1 The Company has entered into a change of control clause, as outlined in Section 20 of this Employment Contract, with the named executive officer. This change of control clause will have an initial term until December 31st 2007 and which is automatically extended for one year upon each anniversary, unless a notice not to extend is given by the Company. If a change of control of the Company (as defined below) occurs during the term of the change of control contract, then the change of control clause becomes operative for a fixed three-year period. The change of control clause generally provide that the executive's terms and conditions of employment (including position, work location, compensation and benefit) will not be adversely changed during the three-year period after a change of control of the Company. If the Company terminates the executive's employment (other than for cause, death or disability), the executive terminates for good reason during such three-year period, or, in certain change of control transactions, the executive terminates employment for any reason during the 30-day period following the first anniversary of the change of control, and upon certain terminations prior to a change of control or in connection with or in anticipation of a change of control, the executive is entitled to receive the following payment and benefits of earned but unpaid compensation;
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Change of Control Arrangements. (a) Neither the execution and delivery of this Agreement, the Offer, the consummation of the Merger or the other transactions contemplated by this Agreement nor compliance with the terms hereof will (either alone or in conjunction with any other event), except as otherwise set forth in Section 4.11(a) of the Company Disclosure Letter, (i) entitle any current or former employee, officer, director or consultant of the Company (each, a “Company Participant”) to enhanced severance or termination pay, change in control or similar payments or benefits, (ii) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any Company Participant, (iii) trigger any payment or funding (through a grantor trust or otherwise) of any compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, or increase the cost of, any Company Benefit Plan (as defined in Section 4.14(a)) or Company Benefit Agreement (as defined in Section 4.14(a)) or (iv) result in any breach or violation of, or a default under, any Company Benefit Plan or Company Benefit Agreement. Section 4.11(a) of the Company Disclosure Letter sets forth (x) the Company’s reasonable, good faith estimate of the payments and the fair market value of all non-cash benefits (other than benefits pursuant to Company Common Stock held by any Company Participant that does not constitute restricted shares as of the date hereof) that may become payable or be provided to each Company Participant under the Company Benefit Plans and Company Benefit Agreements (assuming for such purpose that such individual’s employment were terminated immediately following the Effective Time as if the Effective Time were the date hereof) and (y) the “base amount” (as defined in Section 280G(b)(3) of the Code) for each “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1), estimated as of the date of Closing.
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Change of Control Arrangements. The Company has heretofore made available to Parent a true and complete copy of each Employee Plan not filed with the SEC, including any amendments, pursuant to which the consummation by the Company of the transactions contemplated by this Agreement might (either alone or together with any other event) entitle any current or former officer, employee or independent contractor of the Company or any of its Subsidiaries to severance, bonus or other pay or accelerate the time of payment or vesting or trigger any payment of funding (through a grantor trust or otherwise) of compensation or benefits or might increase the amount payable or trigger any other material obligation pursuant to any Employee Plan other than any such Employee Plans applicable to the Company’s or its Subsidiaries’ non-U.S. employees (the “Foreign Severance Plans”) which the Company will make available as promptly as practicable after the date hereof.
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Change of Control Arrangements. Executive is a participant in the Company’s Change of Control Severance Plan and also has a Change of Control Severance Agreement with the Company. After the Employment Termination Date, Executive will no longer be eligible to receive benefits under the Company’s Change of Control Severance Plan or Executive’s Change of Control Severance Agreement since each document requires both (1) a termination of employment and (2) a Change of Control to be eligible for benefits. Annex B NON-COMPETE AGREEMENT THIS NON-COMPETE AGREEMENT (this “Agreement”) is dated as of August 29, 2014, and is by and between Newfield Exploration Company, a Delaware corporation (the “Company”) and Xxxxx X. Xxxxxxx, a retiring employee of the Company (“Retiring Employee”).
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Change of Control Arrangements. MACDERMID shall have taken all action necessary (consistent with applicable Connecticut law) to (i) ensure that the purchase of the E&PD BUSINESS and the payment therefor, as provided herein, will not invoke any "change of control" or similar provisions in any agreement to which MACDERMID or any of its AFFILIATES is a party (including any employment, termination, credit agreement, stock option plan or stockholders rights plan) and (ii) approve the purchase of the E&PD BUSINESS and the payment therefor, as provided herein.
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Change of Control Arrangements. (a) Prior to the Effective Time, the Seller Parties shall cause the Company and/or the Subsidiary (as applicable) to amend the Second Amended Employment Agreement, dated July 1, 2004, with Peter J. Walier, to provide that, as of the Effective Time, xxx xx xxx Xxxxxx Parties, and not the Company or the Subsidiary, shall be liable to Mr. Walier for any 2004 Retention Bonus (as defined therein) xxx xxx xxx Incentive and any Bonus Incentive (each as defined therein) payable thereunder in connection with the consummation of the transactions contemplated by this Agreement, and the Seller Parties shall make such payment pursuant to the Amended Employment Agreement, as so amended.
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Change of Control Arrangements. Except as set forth in Section 3.11 of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (either alone or in conjunction with any other event, including termination of employment at or following the Effective Time) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any severance, termination or other payment or benefit to any director, officer, employee or consultant of the Company or any Subsidiary. Prior to the Effective Time and as contemplated by Section 5.13(d), the Company will have taken action with respect to the Company Benefit Plans and Benefit Agreements to provide reasonable assurances that (i) no amount paid or payable by the Company in connection with the Merger or the other transactions contemplated by this Agreement will be an "excess parachute payment" within the meaning of Section 280G of the Code, and (ii) no director, officer, employee or consultant will be subject to the excise tax under Section 4999 of the Code.
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Change of Control Arrangements. Executive is a participant in the Company’s Change of Control Severance Plan and also has a Change of Control Severance Agreement with the Company. After the Employment Termination Date, Executive will no longer be eligible to receive benefits under the Company’s Change of Control Severance Plan or Executive’s Change of Control Severance Agreement since each document requires both (1) a termination of employment and (2) a Change of Control to be eligible for benefits. Annex B Xxxxx X. Xxxxx Summary of Enhanced Separation Benefits Employment Termination Date: May 31, 2009 Equity Awards:
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Change of Control Arrangements. 19.1 The provisions of Article 19 shall apply upon the commencement of the Employment and shall terminate on December 31st 2007. If a Change of Control of the Company (as defined below) occurs during the period that this Article is in effect, then this Article becomes operative for a fixed three-year period commencing upon the Change of Control. The Executive's terms and conditions of employment (including position, work location, compensation and benefit) shall not be adversely changed during the three-year period after a Change of Control of the Company. If the Company terminates the Executive's employment (other than for cause, death or disability), the Executive terminates employment for poor health, family or personal hardship reasons during such three-year period, or, the Executive terminates employment for any reason during the 30-day period following the first anniversary of the Change of Control, the Executive is entitled to receive the following payment and benefits of earned but unpaid compensation;
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Related to Change of Control Arrangements

  • Change of Control Agreements Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any director, officer or employee of the Company. Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options, (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

  • Change of Control Agreement Except as expressly amended herein, all of the terms and provisions of the Change of Control Agreement shall remain in full force and effect.

  • Change in Control Agreements Simultaneously with the execution and delivery of this Agreement, the Company and the Executive have executed and delivered a Change In Control Agreement ("C-I-C Agreement"), which applies under the circumstances and during the period described therein. If circumstances arise which cause both the C-I-C Agreement and this Agreement to apply to the Company and the Executive, then, to the extent of any inconsistency between the provisions of this Agreement and the C-I-C Agreement, the terms of the C-I-C Agreement alone shall apply. However, if the C-I-C Agreement does not apply (as, for example, if there is no Change in Control as described therein, or the C-I-C Agreement has expired, or the C-I-C Agreement simply does not apply), then the provisions of this Agreement shall control and be unaffected by the C-I-C Agreement.

  • Financial Arrangements (a) The Transferor advanced an interest-free loan to the Company in the amount of USD 14,107,500 (fourteen million, one hundred and seven thousand, five hundred US dollars) to fund instalments paid by the Company under the Shipbuilding Contract, which has been capitalised on or prior to the date of this Agreement.

  • Additional Arrangements Subject to the terms and conditions herein provided, each of the Parties shall take, or cause to be taken, all action and shall do, or cause to be done, all things necessary, appropriate or desirable under any applicable laws and regulations or under applicable governing agreements to consummate and make effective the transactions contemplated by this Agreement, including using reasonable efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings. Each of the Parties shall take, or cause to be taken, all action or shall do, or cause to be done, all things necessary, appropriate or desirable to cause the covenants and conditions applicable to the transactions contemplated hereby to be performed or satisfied as soon as practicable. In addition, if any Governmental Authority shall have issued any order, decree, ruling or injunction, or taken any other action that would have the effect of restraining, enjoining or otherwise prohibiting or preventing the consummation of the transactions contemplated hereby, each of the Parties shall use reasonable efforts to have such order, decree, ruling or injunction or other action declared ineffective as soon as practicable.

  • SUPPLEMENTAL ARRANGEMENTS The Sub-Advisor may enter into arrangements with other persons affiliated with the Sub-Advisor or with unaffiliated third parties to better enable the Sub-Advisor to fulfill its obligations under this Agreement for the provision of certain personnel and facilities to the Sub- Advisor, subject to written notification to and approval of the Manager and, where required by applicable law, the Board of Directors of the Fund.

  • Severance Arrangements Grant or pay, or enter into any Contract providing for the granting of any severance, retention or termination pay, or the acceleration of vesting or other benefits, to any Person (other than payments or acceleration that have been disclosed to Acquirer and are set forth on Schedule 4.2(q) of the Company Disclosure Letter);

  • Change in Control Agreement An Agreement Regarding Change in Control in effect between the Company (or the Surviving Entity) and the Employee, if any.

  • Transitional Arrangements Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches:

  • Certain Arrangements The Company will not consummate or permit to occur any Section 13 Event unless (A) the Principal Party has a sufficient number of authorized, unissued and unreserved Common Shares to permit the exercise in full of the Rights in accordance with this Section 13 and (B) prior thereto the Company and the Principal Party have executed and delivered to the Rights Agent a supplemental agreement confirming that (1) the requirements of this Section 13 will be promptly performed in accordance with their terms, (2) the Principal Party will, upon consummation of such Section 13 Event, assume this Plan in accordance with Section 13(a) and Section 13(b), (3) such Section 13 Event will not result in a default by the Principal Party pursuant to this Plan (as it has been assumed by the Principal Party) and (4) the Principal Party, as soon as practicable after the date of such Section 13 Event and at its own expense, will:

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