Change of Ownership/Control Sample Clauses

Change of Ownership/Control. In the event of a change of ownership/control (40% or more), the Employee or Employer may terminate this Agreement for “good reason” and provide a lump sum payment of an amount equal one (1) year, all options granted and not vested will immediately vest, plus all vested benefits. Further, Employee will be entitled to all benefits that are provided under law as well as the Employers plan (COBRA, continuing life insurance, etc.).
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Change of Ownership/Control a. In the event of a change of ownership control of the Bank, this Employee shall no longer remain an at-will employee and this Agreement shall become an employment agreement for a term of twenty four months on the effective date of such change of ownership control. Employee's salary shall not be reduced for any reason during the twenty four month term of employment, except as provided under Paragraph 5(b), below.
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Change of Ownership/Control. In the event of change of ownership/control of Carrier as identified in Section 15., above, Shipper shall have the right to terminate this Contract upon thirty (30) days written notice to Carrier, which right may be exercised at any time from receipt of the notice required pursuant to Section 15., above, and for one (1) year thereafter.
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Change of Ownership/Control. In the event an unrelated third party acquires ownership in the aggregate of forty-nine percent (49%) or more of the voting securities of Tenant, it shall be deemed a "Change of Ownership Control." Upon a Change of Ownership Control, Landlord shall have the right to terminate the Lease and require the Tenant to exercise the Purchase Option pursuant to Section 20.1 of the Lease. Tenant shall give Landlord written notice of such Change of Ownership within thirty (30) days of such change. After Landlord receives written notice of such Change in Ownership Control Landlord shall notify Tenant within ninety (90) days of Landlord's receipt of such notice, in writing of its intent to terminate the Lease upon such a Change of Ownership Control. Landlord's failure to notify Tenant of such termination within the ninety (90) days will be deemed a waiver of Landlord's right to terminate the Lease based on a Change of Ownership Control.
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Change of Ownership/Control. If a Change of Ownership Control occurs during your tenure as Chief Marketing Officer, followed within six months by either (i) the termination of your employment by the successor to Tumbleweed for any reason other than Cause or (ii) Constructive Termination, then immediately prior to such termination or Constructive Termination, subject to your delivery of a signed release of claims in a form reasonably satisfactory to such successor, the vesting of one hundred percent of your then-outstanding stock options shall occur.
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Change of Ownership/Control. If a Change of Ownership Control occurs and your employment is terminated without Cause or you resign your employment for Good Reason, as those terms are defined herein, within six months following the Change of Ownership Control, upon such termination, twenty-five percent (25%) of the shares subject to the Option shall vest and become immediately exercisable. For purposes of this agreement, “Change of Ownership Control” means (i) any sale of all or substantially all of the Company’s assets, or (ii) any merger, consolidation, or stock sales any of which results in the holders of the Company’s capital stock immediately prior to such transaction owning less than 50% of the voting power of the Company’s capital stock immediately after such transaction. Proprietary Information. As a condition of employment, you will be required to sign the Company’s Proprietary Information and Inventions Agreement, a copy of which is being provided to you with this agreement. Please read and sign it and return it to Bxxxxxx X. Xxxxxxx, the Company’s General Counsel.
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Change of Ownership/Control. If Borrower effects a change of ownership or control of Borrower’s personal, corporate or partnership entity or business without the prior written consent of the Lender.
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Related to Change of Ownership/Control

  • Change of Ownership A Change of Ownership shall occur.

  • Change in Ownership Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.

  • CHANGE OF OWNER A change of Owner from a sole owner to a sole owner (where there have never been multiple owners designated) will result in recalculation of the Death Benefit and the Guaranteed Death Benefit. If the new owner's attained age at the time of the change is less than [80], the Guaranteed Death Benefit in effect prior to the change will remain in effect and the Death Benefit provision will apply. If the new owner's attained age at the time of the change is [80] or greater, but not greater than [85]: (a) the Guaranteed Death Benefit following the change will be zero; and (b) the Death Benefit will then be the greatest of: 1) the cash surrender value; 2) the accumulation value, less any Credits applied within [12] months prior to the date of death; and 3) the sum of the premiums paid, reduced by Prorata Partial Withdrawal Adjustments for any Accumulation Value Withdrawan. If ownership changes result in multiple owners of a contract or if there has ever been multiple owners, the Guaranteed Death Benefit shall be set to zero. If the oldest owner is age [85] or younger at the time of the change, the Death Benefit will then be the greatest of: (b) 1, (b) 2 or (b) 3 above. If any owner's or oldest multiple owners, attained age is [86] or greater at the time of the change, the Guaranteed Death Benefit will be zero, and the Death Benefit will then be the cash surrender value. When a change of owner reduces the Guaranteed Death Benefit to zero, there will be a reduction in the mortality and expense risk charge.

  • Change in Ownership of the Company A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change of Control; or

  • 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;

  • Ownership Change Any Person, other than an ERISA-regulated pension plan established by the Company or an Affiliate, makes an acquisition of Outstanding Voting Stock and is, immediately thereafter, the beneficial owner of 30% or more of the then Outstanding Voting Stock, unless such acquisition is made directly from the Company in a transaction approved by a majority of the Incumbent Directors; or any group is formed that is the beneficial owner of 30% or more of the Outstanding Voting Stock (other than a group formation for the purpose of making an acquisition directly from the Company and approved (prior to such group formation) by a majority of the Incumbent Directors); or

  • Change in Effective Control of the Company A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

  • Change of Control of the Company A "Change of Control of the Company" shall mean the occurrence of any of the following events:

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:

  • Change in Effective Control A Change in Effective Control occurs if, over a twelve (12) month period: (i) a person or group acquires stock representing thirty percent (30%) of the voting power of the corporation; or (ii) a majority of the members of the board of directors of the ultimate parent corporation is replaced by directors not endorsed by the persons who were members of the board before the new directors’ appointment, as defined in Treasury Regulations §1.409A-3(i)(5)(vi).

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