Change in Control Provision Clause Samples
POPULAR SAMPLE Copied 7 times
Change in Control Provision. In the event there occurs a change in control with respect to Qualstar, that results in the termination of the Executive’s employment, then the Executive shall be entitled to receive a change in control payment in an amount equal to one (1) times the Executive’s then annual salary, payable upon the date the “change in control” occurs. Additionally, upon a Change in Control any equity securities or options held by the Executive that are subject to a vesting period, shall immediately fully vest. For the purposes of this Section “Change In Control” shall mean the consummation of any of the following transactions effecting a change in ownership or control of the Company: (i) a merger, consolidation or reorganization, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately prior to such transaction; or (ii) any transfer, sale or other disposition of all or substantially all of the Company's assets; or (iii) the acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities pursuant to a tender or exchange offer made directly to the Company's beneficial holders. In no event, however, shall a Change in Control be deemed to occur in connection with (i) a merger of the Company, the sole purpose of which is to reincorporate the Company in another jurisdiction, or (ii) any public offering of Common Stock, the primary purpose of which is to raise capital; or (iii) an increase or decrease of the Executive’s beneficial ownership in the Company.
Change in Control Provision. If during the term of this Agreement or within one (1) year following the Termination Date, the Corporation engages in a Change in Control transaction as hereinafter defined, Employee's employment hereunder shall automatically terminate two (2) months following the consummation of the Change in Control Transaction (if not earlier terminated) and Employee shall receive: (A) the payments provided to Employee upon a termination without cause as set forth in 4(f), and (B) one year of Employee's then Base Pay. In the event of: (X) Employee's termination of employment prior to the Termination Date pursuant to 4(f) or (g), the provisions of this paragraph 5 shall apply notwithstanding such earlier termination of employment, and (Y) the provisions of this paragraph 5 shall not apply and shall be void in the event of termination of employment pursuant to 4(b)(c)(d)(and(e). A "Change in Control" shall result if, and shall be deemed to have occurred on the date of, a transaction pursuant to which:
(a) Any person or group (as such terms are used in connection with Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13(d)(3) and 13(d)(5) under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting power of the Corporation's then outstanding securities;
(b) A merger, consolidation, sale of assets, reorganization, or proxy contest is consummated and, as a consequence of which, members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter;
(c) During any period of 24 consecutive months, individuals who at the beginning of such period constitute the Board (including for this purpose any new director whose election or nomination for election by the Corporation's stockholders was approved by a vote of at least one-half of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board; or
(d) A merger, consolidation or reorganization is consummated with any other corporation pursuant to which the shareholders of the Corporation immediately prior to the merger, consolidation or reorganization do not immediately thereafter directly or indirectly own more than fifty percent (50%) of the combined voting power of the voting securities entitled to vote in the election of directors of the...
Change in Control Provision. Upon execution of this agreement, any unvested stock options shall accelerate vesting and all shall vest upon a change in control of the Company via the sale of 50.1% or more of the voting stock of the Company to an unaffiliated party or the sale of 50.1% or more of the voting stock of Zest Labs, Inc. to an unaffiliated party.
Change in Control Provision. Notwithstanding any Agreement provisions to the contrary, for a period of twelve (12) months following a Change in Control, in the event of a termination of Employee other than for Cause, or if the Employee resigns for “Good Reason” as that term is defined in Section 6(c) above, Employee shall be entitled to receive a sum equal to three times the Employee’s annualized Base Salary for the most recently completed calendar year, payable in a lump sum upon termination. At any point during the thirteenth month following a Change in Control, Employee shall be entitled to terminate the Agreement and receive a sum equal to the amount they would otherwise be entitled to pursuant to termination by PGIC other than for Cause at the time of such election. For the purposes of this Agreement, the following definitions shall apply:
Change in Control Provision. Notwithstanding any Agreement provisions to the contrary, for a period of twelve (12) months following a Change in Control, in the event of a termination of Employee other than for Cause, or if the Employee resigns for “Good Reason” as that term is defined in Section 6(c) above, Employee shall be entitled to receive a sum equal to three times the Employee’s annualized Base Salary for the most recently completed calendar year payable in a lump sum upon termination. At any point during the thirteenth month following a Change in Control, Employee shall be entitled to terminate the Agreement and receive a sum equal to the amount they would otherwise be entitled to pursuant to termination by MIKOHN other than for Cause at the time of such election. In addition to the foregoing, upon a Change in Control and separation of the Employee from MIKOHN, MIKOHN agrees to reimburse Employee for reasonable expenses associated with outplacement employment activities for Employee. For the purposes of this Agreement, the following definitions shall apply:
Change in Control Provision. Notwithstanding any Agreement provisions to the contrary upon a Change in Control the employee’s employment shall terminate. In the event such termination is other than for Cause, Employee shall be entitled to receive a sum equal to Six (6) months of his annualized Base Salary for the most recently completed calendar year payable in a lump sum upon termination. For the purposes of this Agreement, the following definitions shall apply:
Change in Control Provision. Notwithstanding any Agreement provisions to the contrary upon a Change in Control the employee’s employment shall terminate. In the event such termination is other than for Cause, Employee shall be entitled to receive a sum equal to Six (6) months of his annualized Base Salary for the most recently completed calendar year payable in a lump sum upon termination. For the purposes of this Agreement, the following definitions shall apply: