ADDITIONAL CONSEQUENCES OF A CHANGE IN CONTROL Sample Clauses

ADDITIONAL CONSEQUENCES OF A CHANGE IN CONTROL. (a) In the event that a Change in Control has been approved by all necessary shareholder, creditor and regulatory actions, the Company will, not later than the day prior to the date of the Change in Control, pay to the Trustee of The United Illuminating Company Supplemental Retirement Benefit Trust established pursuant to the Agreement, made as of the 1st day of June, 1995 between the Company and State Street Bank and Trust Company, as Trustee, for the benefit of the Officer, cash in an amount equal to: (A) In the event that the Officer's employment has been terminated or will be terminated prior to the date of the Change in Control, a sum, calculated by the Company's independent certified public accountants, reasonably sufficient to pay and discharge the Company's future obligations, if any, to the Officer and/or his personal representative and/or spouse, under Section (6)(a), Section (6)(b) or Section (6)(d) hereof; or (B) in the event that the Officer's employment has not been terminated and will not be terminated prior to the date of the Change in Control, a sum, calculated by the Company's independent certified public accountants, reasonably sufficient to pay and discharge the Company's obligations to the Officer under Section (6)(d) hereof assuming, for purposes of such calculation, that the Officer's employment is terminated under said Section (6)(d) by a Notice of Termination delivered on the date of the Change in Control and specifying an immediate Date of Termination.
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ADDITIONAL CONSEQUENCES OF A CHANGE IN CONTROL. (a) In the event that a Change in Control has been approved by all necessary shareholder, creditor and regulatory actions, the earning of Performance Shares by the Executive under the Company's Long-Term Incentive Program will be accelerated to the day prior to the date of the Change in Control, and the Executive will be deemed to have earned all of the Contingent Performance Shares outstanding with respect to him, payable to him on said day prior to the date of the Change in Control, at his option, either (i) in authorized but unissued shares of the Company's Common Stock, or (ii) in cash, based upon the market value of the Company's Common Stock at the end of the business day next preceding said day prior to the date of the Change in Control.
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ADDITIONAL CONSEQUENCES OF A CHANGE IN CONTROL. (a) In the event that a Change in Control has been approved by all necessary shareholder, creditor and regulatory actions: (i) all of the Executive's unvested phantom stock options will become vested and exercisable on the day prior to the date of the Change in Control; provided, however, that if the date of the Change in Control is on or prior to February 22, 1999, only 20,000 of such unvested phantom stock options, plus such number of the remaining 60,000 unvested phantom stock options as the Company's Board of directors may determine in its sole discretion, will become so vested and exercisable on the day prior to the date of the Change in Control; and (ii) the earning of Performance Shares by the Executive under the Company's 1996 Long-Term Incentive Program will be accelerated to the day prior to the date of the Change in Control, and the Executive will be deemed to have earned all of the Contingent Performance Shares outstanding with respect to him, payable to him on said day prior to the date of the Change in Control, at his option, either (A) in authorized but unissued shares of the Company's Common Stock, or (B) in cash, based upon the market value of the Company's Common Stock at the end of the business day next preceding said day prior to the date of the Change in Control.
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ADDITIONAL CONSEQUENCES OF A CHANGE IN CONTROL 
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Related to ADDITIONAL CONSEQUENCES OF A CHANGE IN CONTROL

  • Effect of a Change in Control In the event of a Change in Control, Sections 6 through 13 of this Agreement shall become applicable to Executive. These Sections shall continue to remain applicable until the third anniversary of the date upon which the Change in Control occurs. On such third anniversary date, and provided that the employment of Executive has not been terminated on account of a Qualifying Termination (as defined in Section 5 below), this Agreement shall terminate and be of no further force or effect.

  • Acceleration Upon Change in Control This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • Consequences of a Servicer Termination Event If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • No Change in Recommendation or Alternative Acquisition Agreement Neither the Company Board nor any committee thereof shall:

  • Notice of Change in Control or Control Event The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.3. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.3.

  • Termination Apart from a Change of Control If the Employee's employment with the Company terminates other than as a result of an Involuntary Termination within the twelve (12) months following a Change of Control, then the Employee shall not be entitled to receive severance or other benefits hereunder, but may be eligible for those benefits (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such termination.

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