CIC Sample Clauses

The CIC (Change in Control) clause defines the rights and obligations of parties in the event that there is a significant change in the ownership or control of a company. Typically, this clause outlines what constitutes a change in control, such as a merger, acquisition, or sale of a majority of shares, and specifies the consequences, which may include accelerated payments, termination rights, or other adjustments to the agreement. Its core practical function is to protect the interests of parties by providing certainty and recourse if the company’s control structure changes, thereby addressing potential risks associated with new ownership or management.
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CIC. For purposes of this Amendment, “CIC” means (1) a merger, consolidation or other reorganization of Streamline Health approved by the shareholders of Streamline Health unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor company are immediately thereafter beneficially owned, directly or indirectly, by the same shareholders prior to the CIC, or (2) a shareholder-approved sale, transfer or other disposition of all or substantially all Streamline Health’s assets (including the CLG Business) in liquidation or dissolution of Streamline Health or otherwise, or (3) the acquisition, directly or indirectly by any person or related group of persons (other than Streamline Health, a person that directly or indirectly controls, is controlled by, or is under common control with, Streamline Health, of beneficial ownership (within the meaning of Rule 13d-3 of the ▇▇▇▇ ▇▇▇) of securities possessing more than fifty percent (50%) of the total combined voting power of the outstanding securities of Streamline Health pursuant to a tender or exchange offer made directly to the shareholders of Streamline Health, or (4) a change in the composition of the board of directors of Streamline Health (the “Board”) over a period of twelve (12) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of the same Board members as existed prior to the CIC.
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CIC of Sellers' Disclosure Schedule sets forth for CIC (i) its name and jurisdiction of incorporation, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, and (iv) all accounts payables of CIC. CIC is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation except where the failure to be so organized, existing and in good standing will not have a Sellers' Material Adverse Effect. CIC is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the failure to be so authorized and in good standing will not have a Sellers' Material Adverse Effect. CIC has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and to own and use the properties owned and used by it except where the failure to have such licenses, permits or authorizations will not have a Sellers' Material Adverse Effect. The Sellers have delivered to the Buyer correct and complete copies of the charter and bylaws of CIC (as amended to date). All of the issued and outstanding shares of capital stock of CIC have been duly authorized and are validly issued, fully paid, and nonassessable, and are held by Caprius. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Caprius to sell, transfer, or otherwise dispose of any capital stock of CIC or that could require CIC to issue, sell, or otherwise cause to become outstanding any of its own capital stock (other than this Agreement).
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CIC. Resident agrees to use the following special precautions for gas grills (if applicable): Before using the grill:  Check the hose or tubes for leaks, cracks, brittleness, holes, and kinks. Make sure there are no sharp bends in the hose or tubing. Using a pipe cleaner or wire, clear any blockages caused by dirt, insects, etc.  Check the connections between the tank, hoses or tubes, and the burner, to ensure that they have been connected properly and completely.
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CIC. The Property is a part of the CIC. ( ) ( ) please initial indicating you understand and agree to section 20 5/8
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Related to CIC

  • Qualifying Termination If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits:

  • Change in Control Termination (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, and his execution of a Release which becomes effective within thirty (30) days following the Termination Date, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs), which shall be paid within thirty (30) days following the Termination Date: provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; and, (ii) a lump sum payment equal to the Executive’s Target Bonus for the fiscal year in which the Termination Date (as determined in accordance with Section 5.6) occurs (or if greater, the year in which the Change in Control occurs), which shall be paid within thirty (30) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. (b) Notwithstanding the terms of any equity incentive plan or award agreements, as applicable: (i) all outstanding unvested stock options or stock appreciation rights granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term; (ii) all outstanding equity-based compensation awards other than stock options or stock appreciation rights that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the Code shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A shall remain in effect; and, (iii) all outstanding equity-based compensation awards other than stock options and stock appreciation rights that are intended to constitute performance-based compensation under Section 162(m)(4)(C) of the Code shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied. (c) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following after the Effective Date:

  • Change in Control Period “Change in Control Period” means the period of time beginning three (3) months prior to and ending twelve (12) months following a Change in Control.

  • Severance Period For purposes of this Agreement, “Severance Period” means the period of time commencing immediately after Executive’s separation of service from the Company through the date that is six (6) months following such separation date, plus an additional two (2) months for every fully completed Year of Service; provided, however, that in all cases the Severance Period will end no later than on the twelve (12)-month anniversary of the date of Executive’s termination of employment.

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within the Hexcel Group shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) If the Optionee’s employment with a member of the Hexcel Group is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisable, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if the Optionee’s employment with a member of the Hexcel Group shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested and exercisable) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested and exercisable, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, the Optionee dies or is terminated by a member of the Hexcel Group following Disability, the Option shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for one year from the date of termination of employment on account of death or following Disability (but not beyond the Term of the Option). (z) Subject to Section 5(c)(ii), if the Optionee’s employment with a member of the Hexcel Group terminates by reason of Retirement, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(b) above, and (B) the Option shall expire upon the earlier to occur of the five-year anniversary date of such Retirement and the expiration of the Term. If the Optionee dies during the five-year period immediately following the Retirement of the Optionee, the Option shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for the remainder of the five-year period from the date of Retirement (but not beyond the Term of the Option).