Change in CEO Sample Clauses

Change in CEO. (a) The Principal Investors shall cooperate with each other in good faith to evaluate on a periodic basis the performance of the CEO and shall use all reasonable efforts to reach mutual agreement with respect to whether replacing the CEO at any time is in the best interests of the Company.
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Change in CEO. At any time prior to the Effective Date (as defined in the RSA), Xx. Xxxxxx Xxxxxx shall cease to serve as Chief Executive Officer of the Borrower for any reason; provided, that an Event of Default shall not occur under this Section 7.1(n) if, within three (3) Business Days of the date that Xx. Xxxxxx ceases to serve as Chief Executive Officer of the Borrower for any reason, the board of directors, managing member or other governing body of the Borrower and each of its Subsidiaries, as applicable, appoints Xx. Xxxx Xxxxxxxxx, of Xxxxxxx & Marsal North America, LLC (or such other person reasonably acceptable to the Required Lenders), to the position of Chief Restructuring Officer (the “CRO”) of the Borrower and each of its Subsidiaries and bestows upon the CRO all duties and responsibilities customarily associated with such position, including, without limitation, the duties and responsibilities exercised by Xx. Xxxxxx as of the Effective Date.
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Change in CEO. Licensee warrants that the holder of the position of Chief Executive Officer of Licensee, currently Xxxx Xxxxxx, will not change for twenty-four (24) months after the Effective Date. In the event that such a change occurs, upon Licensor’s request, the Parties will enter into good faith negotiations regarding a potential termination of this Agreement and the revocation of the license granted hereunder. As a condition of such a potential termination and revocation, Licensor shall be required to pay Licensee a break up fee that will include, by way of example but not limitation, the amount of Licensee’s paid-in-capital and incurred debt pertaining to, and/or resulting from, this Agreement, the Shares issued pursuant to the License Fee in Section 3.1 above, and an agreed upon allocation of future Licensor profits resulting from the Patent Rights.
Sample 1
Change in CEO. In the event that the President and Chief Executive Officer (CEO) of the Company changes and Employee's employment is terminated within the first year of the Employment Term, i.e., before March 31, 2004, Employee shall be entitled to receive: (i) all accrued Base Salary and any pro rata incentive compensation Employee may have earned up to the date of termination; (ii) any remaining Base Salary and incentive compensation for the remainder of the first year Employment Term; and (iii) a continuation for six (6) months from the date of termination of Employee's then current Base Salary, and incentive compensation.
Sample 1

Related to Change in CEO

  • Change in Name Give Lender written notice immediately upon forming an intention to change its name, state of organization or form of business organization.

  • Change in Board During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

  • Change of Control/Change in Management (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the then outstanding voting stock of the Parent;

  • Change in Capitalization (a) The number and kind of Restricted Shares shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or combination of shares or the payment of a stock dividend in shares of Common Stock to holders of outstanding shares of Common Stock or any other increase or decrease in the number of shares of Common Stock outstanding effected without receipt of consideration by the Company. No fractional shares shall be issued in making such adjustment. All adjustments made by the Committee under this Section shall be final, binding, and conclusive.

  • Change in Control Termination For purposes of this Agreement, a “Change in Control Termination” means that while this Agreement is in effect:

  • Change in Management Permit a change in the senior management of Borrower.

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • Change in Fiscal Year Such Obligor will not, and will not permit any of its Subsidiaries to, change the last day of its fiscal year from that in effect on the date hereof, except to change the fiscal year of a Subsidiary acquired in connection with an Acquisition to conform its fiscal year to that of Borrower.

  • Change in Control Period “Change in Control Period” means the period of time beginning three (3) months prior to and ending twelve (12) months following a Change in Control.

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