Change of Control Sample Clauses

Change of Control. A Change of Control shall have occurred.

Change of Control. 7.1 If UNILIFE agrees or proposes to agree the terms of a Change of Control Proposal with a third party: 7.1.1 it must give SWIND written notice, within two Business Days of the terms of the Change of Control Proposal being agreed or proposed to be agreed, of the terms of the Change of Control Proposal (but, for the avoidance of doubt, not the identity of the third party); 7.1.2 within five Business Days of receiving notice of the Change of Control Proposal in accordance with Article 7.1.1, SWIND shall be entitled to make an offer or a counter proposal to UNILIFE on at least equivalent terms to the Change of Control Proposal (“Matching Offer”); 7.1.3 if a Matching Offer is made under Article 7.1.2, in the absence of a further Change of Control Proposal being made on improved terms, UNILIFE must accept the Matching Offer and not pursue the Change of Control Proposal with the third party; and 7.1.4 if the third party submits a revised Change of Control Proposal on improved terms (“Increased Offer”) to UNILIFE prior to UNILIFE’s acceptance of the Matching Offer, UNILIFE must serve a further written notice on SWIND in accordance with Article 7.1.1 detailing the terms of the Increased Offer and SWIND will have a further opportunity in accordance with Article 7.1.2 to make a further Matching Offer to reflect the Increased Offer and the terms of Article 7.1.3 shall apply with respect to the new Matching Offer. 7.2 If a Change of Control Event occurs at any time during the term of this Agreement which does not involve SWIND or any Associate of SWIND obtaining control of UNILIFE under the Change of Control Event and: 7.2.1 which is not recommended by the Board of UNILIFE; or; 7.2.2 which will cause Harm to SWIND; or 7.2.3 under which the current CEO and director of UNILIFE (▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇) is not to continue in his current role as the CEO and as a director of UNILIFE for at least two years after the Change of Control Event, then: 7.2.4 UNILIFE must notify SWIND in writing within 5 Business Days of the occurrence of the Change of Control Event; and 7.2.5 SWIND shall have the right, exercisable within ten Business Days of receipt of a notice from UNILIFE under Article 7.2.1 or SWIND otherwise becoming aware of the Change of Control Event, to terminate this Agreement with immediate effect by notice in writing to UNILIFE.

Change of Control. There occurs any Change of Control; or

Change of Control. A Change of Control shall occur; or

Change of Control. If, within twelve (12) months following a Change of Control: (a) the Executive terminates his employment for Cause; or (b) the Employer terminates Executive’s employment without Cause, the Executive, or in the event of his subsequent death, his designated beneficiaries or his estate, as the case may be, shall receive, as liquidated damages, in lieu of all other claims, a lump sum severance payment equal to one (1) times the Executive’s then current Base Salary, plus the average of the Executive’s annual bonuses paid pursuant to Section 4.2 of this Agreement for the three calendar years immediately preceding the effective date of the Change of Control (with any such calendar year(s) for which no annual bonus was paid being included in such calculation as a zero dollar amount), plus any amounts not yet paid under Section 4.4. The lump sum amount so calculated shall be paid in full on the last day of the month following the date of termination. In no event shall the payment described in this Section 3.3 exceed the amount permitted by Section 280G of the Code. Therefore, if the aggregate present value (determined as of the date of the Change of Control in accordance with the provisions of Section 280G of the Code) of both the severance payment and all other payments to the Executive in the nature of compensation which are contingent on a change in ownership or effective control of the Employer or in the ownership of a substantial portion of the assets of the Employer (the “Aggregate Severance”) would result in a “parachute payment,” as defined under Section 280G of the Code, then the Aggregate Severance shall not be greater than an amount equal to 2.99 multiplied by Executive’s “base amount” for the “base period, “ as those terms are defined under Section 280G of the Code. In the event the Aggregate Severance is required to be reduced pursuant to this Section 3.3, the Executive shall be entitled to determine which portions of the Aggregate Severance are to be reduced so that the Aggregate Severance satisfies the limit set forth in the preceding sentence. Notwithstanding any provision in this Agreement, if the Executive may exercise his right to terminate employment under this Section 3.3, the Executive may choose which provision shall be applicable.

Change of Control. “Change of Control” shall mean the occurrence of any of the following events:

Change of Control. For the purpose of this Agreement, a "Change of Control" shall mean:

Change of Control. The occurrence of a Change of Control; or

Change of Control. Any Change of Control shall occur.