Change in Control of Company. The Company agrees that if there is a Change in Control of the Company, then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense advances under this Agreement, any other agreements, the Certificate of Incorporation or the By-laws now or hereafter in effect relating to Proceedings for Indemnifiable Events, the Company shall seek legal advice only from special independent counsel selected by Indemnitee and approved by the Company’s Board of Directors (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (other than in connection with such matters) or Indemnitee. Without limiting the Company’s obligation not to unreasonably withhold its consent, in the event that Indemnitee and the Company are unable to agree on the selection of the special independent counsel, such special independent counsel shall be selected by lot from among at least five nationally recognized law firms each in New York City, New York, each having no less than 250 lawyers. Such selection shall be made in the presence of Indemnitee (and his legal counsel or either of them, as Indemnitee may elect). Such special independent counsel, among other things, shall determine whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law and shall render its written opinion to the Company and Indemnitee to such effect. The Company agrees to pay the reasonable fees of the special independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), Proceedings, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant to this Agreement.
Change in Control of Company. For purposes of this Agreement, "Change in Control of Company" shall mean the occurrence of any of the following:
Change in Control of Company. If a Fundamental Transaction (as defined in the Plan) occurs prior to the end of the Performance Period while Recipient is employed by the Company or an Affiliate or remains entitled to receive Shares pursuant to Section 5(a) above, the Performance Period shall be terminated and Recipient shall be entitled to receive, immediately prior to the consummation of such Fundamental Transaction, the following number of Shares (the “CIC Earned Shares”):
Change in Control of Company. The Company undertakes that in the ---------------------------- event of a Change in Control of the Company, the Company's obligations under this Agreement shall continue to be in effect following such Change in Control, and the Company shall take all necessary action to ensure that the party acquiring control of the Company shall independently undertake to continue in effect such Agreement, to maintain the provisions of the Articles of Association allowing indemnification and to indemnify Indemnitee in the event that the Company shall not have sufficient funds or otherwise shall not be able to fulfill its obligations hereunder.
Change in Control of Company. Anything herein to the contrary notwithstanding, if a Change in Control occurs during the Employment Period and the Executive has remained continually employed by the Employer from the Effective Date to the date of the Change in Control, the Executive shall have for a period of 30 days from change of control of company, the right but not the obligation to terminate this Agreement and shall be entitled to all benefits and compensation as described in Paragraph 12. For the purposes of this Agreement, a Change in Control shall mean the occurrence of any one of the following events: For the purposes of this Agreement, a “Change in Control” shall mean any of the following events:
Change in Control of Company. A “Change in Control” of the Company shall be deemed to have occurred if:
Change in Control of Company. Anything in Subparagraph 3(c)(i) to the contrary notwithstanding, any agreement, including, but not limited to, a letter of intent, entered into by COMPANY which ultimately results in a "change in control" of COMPANY, as defined below, shall cause to vest that number of option shares (the "Accelerated Options") equal to sixty percent (60%) of that portion of the options shares granted by this Agreement that have not otherwise vested as of the date of the change in control.* Subject to provisions regarding termination of EXECUTIVE'S employment for cause hereunder, the remaining 40% of such unvested share options shall vest at the rate of 1/12 upon the completion of each full month of employment thereafter, unless such share options would vest sooner pursuant to some other provision of this Agreement, in which event the schedule which results in the earlier vesting shall apply. In the event that, within the first twelve (12) months from the effective date of a change in control, EXECUTIVE's employment is terminated without cause or EXECUTIVE's duties as Chief Executive Officer are significantly changed, the balance of the option ----------- For example, if as of the date of a change in control 21,000 of the 58,500 option shares have already vested, then upon the change in control an additional 60% of the remaining 37,500, or another 22,500 shares, will vest. -3- 4 shares granted to EXECUTIVE under this Agreement that have not vested as of the date of such termination or significant change in duties shall vest immediately. "Change in control" shall mean the first to occur of; 1) a merger of COMPANY into, or a consolidation or other reorganization of COMPANY with, another person or business entity with the result that less than fifty percent (50%) of the directors of the resulting business entity immediately following the merger, consolidation or other reorganization were directors of COMPANY immediately prior to the merger, consolidation or other reorganization; or 2) a sale by COMPANY of more than fifty percent (50%) of its assets (as measured at the time of the agreement to sell); or 3) any event or events following the reconstitution of the Board of Directors of COMPANY in connection with the sale of Series C and/or Series D Preferred Stock of COMPANY (the "Preferred Stock Placement") as a result of which the persons constituting the Board of Directors as a result of such Preferred Stock Placement reconstitution cease to be at least 50% of the directors of...
Change in Control of Company. (a)Eligibility to Receive Benefits. If a Change in Control (as defined in Section 9(c)) occurs, Executive shall be entitled to the benefits provided in Section 9(b) if, prior to the expiration of twelve (12) months after the Change in Control (i) Executive terminates employment with the Company for Good Reason in accordance with the requirements of Section 7(f) or (ii) the Company terminates Executive’s employment without Cause pursuant to Section 7(c). (b)Receipt of Benefits. If Executive is entitled to receive benefits pursuant to Section 9(a) hereof:(i)Executive shall receive (1) the Accrued Obligations; (2) severance pay in an amount equal to: (a) 100% of the Executive’s highest annualized Base Salary in effect on any date during the Initial Term or any Renewal Term, plus (b) 100% of the annual compensation paid to Executive in the preceding year under the Incentive Plan in which Executive participates as of the date Executive’s employment is terminated; plus (c) with respect to the Incentive Plan, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated; (ii)Executive shall be entitled to continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s termination of employment, for a period of time expiring upon the earlier of: (1) the end of the period of twelve (12) months following Executive’s Separation from Service, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 9(b)(ii) by either paying 6for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not sub...
Change in Control of Company. If you resign or are terminated either (i) within six (6) months prior to a change in control of the Company; or (ii) within six (6) months following change in control of the Company, this subsection 6(b) shall apply. Should this subparagraph 6(b) apply, instead of the Severance Pay described in subparagraph 6(a), the Company shall pay a full, accelerated, twelve (12) months’ salary to you within ten (10) days of: (A) your resignation or termination if such resignation or termination is after the Change in control of the Company; or (B) the Change in control of the Company if your resignation occurs prior to the Change in control of the Company. Further should this section apply, and any of the Triggering Events described in subparagraph 2(c) occurs within three (3) months following your resignation or termination, your resignation or termination shall have no effect on the compensation outlined in subparagraph 2(c), and the Company shall timely pay to you the corresponding bonuses described in subparagraph 2(c).
Change in Control of Company. In the event of a change in control of the Company, this Agreement shall continue in full force and effect and any termination of Executive's employment after such change in control shall be considered a termination without cause in accordance with Section 9 below. For purposes of this Agreement, change of control means: