Change of Control of Company. In the event of a Change of Control, the Committee may take whatever action with respect to the Option it deems necessary or desirable, including, without limitation, removing any restrictions or imposing any additional restrictions on the Option or Option Shares.
Change of Control of Company. In the event of a Change of Control (as defined, from time to time, in the Employment Agreement), the Restricted Stock shall immediately become fully vested.
Change of Control of Company. Company will notify Vertex in writing promptly (and in any event within [***]) following the execution of a definitive agreement by Company, its Affiliates or its equity holders that could reasonably be expected to result in a Change of Control of Company.
Change of Control of Company. Manager may terminate this Agreement, if any of the following occur with respect to the Company: (A) a merger or consolidation of the Company with or into another entity; (B) the sale, license or transfer of all or substantially all of the properties and assets of the Company or its subsidiaries; (C) any acquisition by any person of beneficial ownership of a majority of the equity of the Company (whether or not newly-issued shares or equity interests) in a single transaction or a series of related transactions; (D) the redemption or repurchase of equity interests representing a majority of the voting power of the outstanding shares of equity of the Company; or (E) any other change of control of more than fifty percent (50%) of the outstanding voting power of the Company.
Change of Control of Company. In the event of a Change of Control (as defined, from time to time, in the Employment Agreement) prior to January 30, 2010, the 2009 Performance Shares Based Upon Company Performance For Fiscal Year 2009 shall immediately become fully vested. In the event of a Change of Control on or after January 30, 2010 and on or before January 29, 2011, the 2009 Performance Shares Based Upon Company Performance For Fiscal Year 2010 shall become vested without regard to the achievement of the goals established for the Company’s 2010 fiscal year on the third month anniversary of the date of the Change of Control, provided the Grantee remains employed by the Company or an Affiliate of the Company or, if applicable, a successor company, through such date, or on such earlier date following the Change of Control if the Grantee is terminated by the Company or an Affiliate of the Company or, if applicable, a successor company, without Cause.
Change of Control of Company. (a) Notwithstanding the provisions of Section 3.9, if Company undergoes a Change of Control during the term of this Agreement and, as of immediately prior to or following the closing of such Change of Control, any Person that becomes an Independent Affiliate of Company upon such Change of Control or any of such Person’s Affiliates existing immediately prior to such Change of Control or following such Change of Control other than the Company or Affiliates of Company existing prior to such Change of Control (collectively, the “Company Acquirer”) is researching, developing, manufacturing or commercializing any product, the research, development, manufacture or commercialization of which product in the Territory would, but for the provisions of this Section 10.2.2 constitute a breach of Section 3.9 (such product, a “Distracting Product”), then Company will not be in breach of Section 3.9 as a result of such activities with respect to any such Distracting Product (provided that, with respect to Distracting Products that arise after such Change of Control, the Company Acquirer does not access or use any intellectual property Controlled by Company in the conduct of activities related to such Distracting Product), and Company or the Company Acquirer, as applicable, will, (i) adopt reasonable procedures to segregate all research, development or commercialization activities relating to the Distracting Product from research, development and commercialization with respect to compounds or products (including Product Candidates and Licensed Products) under this Agreement, and conduct any activities under the Research Program separately from all activities relating to the Distracting Product, including through the maintenance of separate lab notebooks and records; and (ii) establish reasonable firewall protections and safeguards designed to ensure the activities of its personnel under the Research Program are segregated from all activities relating to the Distracting Product, including reasonable efforts to ensure that (x) none of its personnel involved in performing development or commercialization activities with respect to the Distracting Product have access to non-public plans or information relating to the development or commercialization of Product Candidates or Licensed Products under this Agreement and (y) none of its personnel involved in performing development activities with respect to the Product Candidates or Licensed Products under this Agreement have acces...
Change of Control of Company. In the event of a Change of Control, the Restricted Stock Units subject to this Agreement shall immediately become fully vested, and the Shares corresponding to such Restricted Stock Units shall be distributed as soon as practicable following the Change of Control; provided, however, that, in the event any modification to the Internal Revenue Code of 1986, as amended (the “Code”) is enacted into law that would be applicable to the distribution of stock contemplated in this Paragraph 9 and that would impose a tax penalty or additional tax liability by reason of such distribution being made within a specified period following a Change of Control, such distribution shall be deferred, if possible, to the extent necessary to avoid such tax penalty or additional tax.
Change of Control of Company. Without limiting the generality of subparagraph (a) above, in the event that there is a Change of Control of the Company, if the Company thereafter wrongfully withholds from Executive any amount payable to Executive pursuant to this Agreement or the SERP and Executive obtains a final judgment against the Company for such amount, the Company shall reimburse Executive for any costs and expenses (including without limitation attorneys' fees) reasonably incurred by Executive in obtaining such judgment and shall pay Executive interest on the amount of each such cost or expense from the date of payment thereof by Executive to the date of reimbursement by the Company at a floating rate per annum equal to the publicly announced reference rate for commercial lending of Bank of America Illinois in effect from time to time. For purposes of the foregoing, a "Change of Control of the Company" will be deemed to have occurred if, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, a person or group other than (i) Pittway or (ii) one or more members of the Xxxxxx Group (as currently defined in Pittway Corporation's Restated Certificate of Incorporation, as amended) becomes the beneficial owner of stock of Pittway Corporation possessing a majority of the voting power under ordinary circumstances with respect to the election of directors.
Change of Control of Company. In the event of any Change of Control of Company, Company shall (a) provide Celgene with written notice of such Change of Control within [***] of the consummation thereof, and (b) promptly following such consummation, use commercially reasonable efforts to Segregate the Development, Manufacturing, and Commercialization activities under this Agreement from the research, development, manufacturing and commercialization activities of any Collaboration Competing Product of the Acquiring Entity, including using commercially reasonable efforts to minimize the extent to which personnel involved in performing research, development, manufacturing or commercialization activities for any Collaboration Competing Product of the Acquiring Entity have access to non-public plans or non-public information relating to the Development, Manufacturing, or Commercialization of Collaboration Targets, Collaboration Candidates or Collaboration Products or any other relevant Confidential Information of Celgene or Company or any results of the Collaboration; provided, that senior management personnel may review and evaluate plans and information regarding the research, development, manufacturing, and commercialization of Collaboration Targets, Collaboration Candidates or Collaboration Products solely in connection with monitoring the progress of products, including portfolio decision-making among product opportunities.
Change of Control of Company. Notwithstanding any other provisions of this Agreement, if a Change of Control (as defined, from time to time, in the Employment Agreement) occurs following the Date of Grant, one hundred percent (100%) of the Restricted Stock shall become vested, without regard to the achievement of the goals established for the Company’s 2009 fiscal year, on the third month anniversary of the date of the Change of Control, provided the Grantee remains employed by the Company or an Affiliate of the Company through such date, or on such earlier date following the Change of Control if the Grantee is terminated by the Company or an Affiliate of the Company without Cause.
