Company Change of Control. (i) This Agreement may be terminated, subject to the requirements of Section 12(e) below, by either party effective upon the occurrence of closing of a transaction contemplated by a Change of Control Agreement, completion of a Change of Control Tender, or occurrence of a Voting Control Event; provided that the party desiring to terminate shall give written notice of intent to terminate to the other party on a date (I) no earlier than the date on which: (1) the Company enters into a Change of Control Agreement; (2) the Company’s Board of Directors recommends that the Company’s stockholders accept the offer made in a Change of Control Tender; or (3) a Voting Control Event occurs; and (II) no later than two (2) days after closing of a transaction contemplated by a Change of Control Agreement, completion of a Change of Control Tender, or occurrence of a Voting Control Event. This Agreement shall terminate at the time set forth in Section 12(e) hereof.
Company Change of Control. Notwithstanding any provisions contained in this Plan or in a Stock Option Agreement deferring the right of employee to exercise an option, the option (referred to in 1.3.C above) shall, at the discretion of the Board, become fully vested and employee shall be entitled to exercise such option, in whole or in part, during the 30-day period following the first purchase of Shares of the Company pursuant to a tender offer or exchange offer (other than an offer by the Company) for all, or any part of, the Company's Shares or; A. Commencing on the date of approval by the shareholders of the Company of an agreement for:
Company Change of Control. The Company shall not have experienced a Change of Control or entered into any agreement whereby a Change of Control would occur.
Company Change of Control. In the event of a Company Change of Control, the Crestwood Member shall use commercially reasonably efforts to provide the Holdings Member with no less than 30 days advance written notice of such Company Change of Control, and from the date of such Company Change of Control, if any, until the later of (x) the sixth Business Day following such Company Change of Control or (y) the day that is 30 days from the date the Holdings Member is provided written notice of such Company Change of Control, the Holdings Member may elect by delivery of a Change of Control Redemption Notice to require the Company to redeem from the Holdings Member all then-outstanding Series A Preferred Units and Series B Preferred Units. Within five Business Days following delivery of the Change of Control Redemption Notice, the Crestwood Member shall deliver a Consideration Election Notice to the Holdings Member indicating whether (i) the Company has elected to redeem the then-outstanding Series A Preferred Units and Series B Preferred Units for cash, (ii) in lieu of such redemption, the Crestwood Member will acquire from the Holdings Member the then-outstanding Series A Preferred Units and Series B Preferred Units through the issuance to the Holdings Member or its designee as consideration a number of CEQP Units, valued at the CEQP Unit Price calculated as of the day prior to such redemption, (iii) it elects to effect a combination of the actions described in clauses (i) and (ii) above, in any case, in an amount per Series A Preferred Unit equal to the Change of Control Redemption Price and an amount per Series B Preferred Unit equal to the Change of Control Redemption Price or (iv) the Company has elected to redeem the then-outstanding Series A Preferred Units and Series B Preferred Units using the cash proceeds from a sale of some or all of the operating assets of the Company, including interests in any of the Company’s Subsidiaries (an “Asset Sale”) and to the extent the cash proceeds from an Asset Sale are less than the Change of Control Redemption Price payable to Holdings Member, the issuance to the Holdings Member or its designee as consideration a number of CEQP Units, valued at the CEQP Unit Price calculated as of the day prior to such redemption; provided, however, that (A) the options set forth in the foregoing clauses (ii) and (iii) and, unless the Asset Sale is of all or substantially all of the Interests or assets of the Company to any Person that is not an Affiliate of ei...
Company Change of Control. A "Company Change of Control" shall mean any transaction or the last in a series of transactions (other than any public offering of any class of capital stock of the Company or any distribution of shares of such capital stock to MetLife's shareholders or, if the MetLife stock is held in trust, to the beneficial owners of such trust) immediately following which MetLife or an affiliate of MetLife does not, directly or indirectly, own or control securities representing at least 50% of the Voting Power of the Company or 50% of the value of all classes of the Company's capital stock.
Company Change of Control. If (A) this Agreement is terminated as a result of a knowing or willful breach by the Company of any of its representations or warranties set forth herein or of any of its agreements or covenants set forth herein, and (B) at any time prior to such termination or within nine (9) months following the termination of this Agreement, a Company Change of Control is consummated or the Company enters into a Contract providing for a Company Change of Control, then the Company shall pay or cause to be paid to the Seller in immediately available funds liquidated damages in an amount equal to $10,000,000 within one (1) Business Day after the Company enters into such Contract or this Agreement is terminated, whichever is later.
Company Change of Control. The Company may terminate this Agreement immediately upon providing written notice of termination to the Advisor subsequent to a Company Change of Control (a “Company Change of Control Notice”). In the event the Company elects to terminate this Agreement as a result of a Company Change of Control, the Advisor shall continue to provide the services, and shall continue to be paid the compensation and reimbursements, set forth herein for a period of six (6) months following the date the Company delivered the Company Change of Control Notice to the Advisor, unless this Agreement is terminated during such period of time on account of Cause. Furthermore, in the event the Company elects to terminate this Agreement as a result of a Company Change of Control, the Company shall pay the Advisor the Company Change of Control Fee on the first Business Day that is six (6) months after the date of on which the Company delivered the Company Change of Control Notice. If the Company otherwise would have the right to terminate this Agreement on account of Cause, notwithstanding the fact that a Company Change of Control may have occurred and the fact that the Company has exercised its right to terminate this Agreement on account of a Company Change of Control, so long as the Company follows the applicable procedure to terminate this Agreement for Cause, no Company Change of Control Fee shall be paid to the Advisor. For further avoidance of doubt, if either the Company or the Advisor has delivered notice of its intention not to renew this Agreement in accordance with Section 10(b), no Company Change of Control fee shall be due to the Advisor in the event a Company Change of Control occurs prior to the expiration of this Agreement.
Company Change of Control. If there is any change of control of the Company such that the Buyer intends to transfer or sell more than 50% of its interest in the Shares to persons outside of the Buyer’s Group at any time during the Earn-Out Period then any remaining amounts of consideration not previously paid to the Sellers during the Earn-Out Period in accordance with Clause 3.1 of this Agreement shall be accelerated and become due and payable (including all amounts held in the Escrow Account, plus accrued interest thereon) and the full amount of the Working Capital Payment and the Earned Cash (if not already paid).
