Consequences of a Change of Control a. “Change of Control” shall be deemed to have occurred if, or upon:
Consequences of a Change of Control. (a) Upon a Change of Control, all amounts, entitlements or benefits in which Employee is not yet vested shall become fully vested including, without limitation, all equity awards (including any unvested stock options and restricted shares), with all vested options (including those vesting pursuant to this Section 8(a)) remaining exercisable for their original terms.
Consequences of a Change of Control. (a) Upon a Change of Control, one hundred percent (100%) of any unvested options held by the Executive immediately prior to the Change of Control shall immediately and automatically vest and be fully exercisable.
Consequences of a Change of Control. (i) In the event of a Change of Control that has been approved and recommended by the Company's Board of Directors, the Executive shall be entitled to remain in the employ of the Company, in a manner consistent with the terms of this Agreement. If within one (1) year of the effective date of a Change of Control the Executive's employment with the Company is terminated by the Company for any reason other than that set forth in Section 5.d. above, the Company shall pay the Executive the unpaid portion, if any, of his then prevailing salary prorated to the date of termination and, in addition, the Company shall pay to the Executive a Termination Allowance equal to 12 months' salary, based upon his then prevailing annual salary rate, less such number of months salary that the Executive actually received from the effective date of the Change of Control through the date of termination. The Termination Allowance may, at the option of the Company, be paid in periodic installments over the number of months' salary, to be paid in accordance with the Company's regular payroll periods or over such lesser period as the Company may determine with the concurrence of the Executive. The Termination Allowance referred to in this Section 14.b. shall be in addition to, and not in lieu of, any Termination Allowance payable under Section 5.e.
Consequences of a Change of Control. In the event of a Change Of ----------------------------------- Control, the Executive shall be entitled to remain in the employ of the Company, in a manner consistent with the terms of this Agreement.
Consequences of a Change of Control. (i) Following a “change of control” (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), in the event that the Executive’s Term of Employment is terminated pursuant to Section 9(d)(i) or (ii) (as applicable), the Executive shall be entitled to receive the payments and benefits provided in Section 9(d)(i) or (ii), as applicable, above, for the applicable periods provided therein and paid in accordance therewith; provided that, in addition, all amounts, rights and benefits to which the Executive is entitled to receive from the Company but which are not then vested, whether under this Agreement or otherwise, shall become fully vested.
Consequences of a Change of Control. Subject to the Employment Agreement and the Plan, if, at any time during the term of the Employment Agreement prior to all Shares having vested pursuant to paragraph (b) of this Section, a majority of the capital stock of the Company is to be sold or transferred to an entity not associated or owned by the Company or its affiliates or substantially all of the assets of the Company are to be sold or transferred to an entity not associated or owned by the Company or its affiliates, then, notwithstanding the provisions of paragraph (b) of this Section to the contrary, the restrictions and conditions on all non-Released Securities shall lapse and all of the non-Released Securities not previously vested shall vest, in each case, not later than the calendar day immediately preceding the effective time of the sale or closing date of the sale or transfer transaction and, in each case, in favor of Participant if (and only if) Participant is employed by the Company on a full-time basis on and as of such calendar day.
Consequences of a Change of Control. (a) In the event that a Party is subject to a Change of Control which was approved or recommended by the Board of Directors of such Party as constituted immediately prior to such Change of Control and which does not involve an Impairment (as defined below), but in connection therewith senior management of the U.S. pharmaceutical operations of the entity resulting from such Change of Control does not substantially comprise such management as constituted prior to such Change of Control, then this Agreement shall continue in effect in accordance with its terms, except that, in the event of a Change of Control of Forest, consensus of the Parties would be required for all decisions relating to Commercialization pursuant to the provisions of Section 3.6.
Consequences of a Change of Control. (a) In the event that Astellas is subject to a Change of Control which could reasonably be expected to lead to an Impairment (as defined below), Astellas will notify Ironwood at least [**] days prior to the closing of such transaction, and Ironwood may elect, in its sole discretion, to (i) continue this Agreement in accordance with its terms, (ii) terminate this Agreement on [**] months notice, during which period this Agreement would continue in effect in accordance with its terms, such notice to be delivered within [**] days after the Fair Market Value is determined pursuant to this Section 8.5.2(a). Within [**] days following Ironwood’s receipt of notice from Astellas of a Change of Control that could reasonably be expected to lead to an Impairment, Ironwood will provide notice to Astellas requesting a determination of the Fair Market Value upon a termination of this Agreement pursuant to this Section 8.5.2(a), and the failure to so request such valuation will be deemed the election to continue this Agreement in accordance with its terms. Such determination must be made by the Parties in good faith, and if such determination is not made within [**] days of the request, then as determined by a Valuation Panel. In connection with such termination, Ironwood will be required to pay Astellas an amount equal to the upfront portion of the Fair Market Value within ten days of the effective date of the termination, and, as they become due, payment of any ongoing, and/or recurring license fees, royalties, and other payments that may be part of Fair Market Value.
Consequences of a Change of Control. (a) In the event that Partner is subject to a Change of Control which could reasonably be expected to lead to an Impairment (as defined below), Partner will notify Ironwood at least [**] prior to the closing of such transaction, and Ironwood may elect, in its sole discretion, to (i) continue this Agreement in accordance with its terms, (ii) terminate this Agreement [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. on [**] notice, during which period this Agreement would continue in effect in accordance with its terms, or (iii) terminate this Agreement effective upon [**] written notice of termination, in each of cases (ii) and (iii) such notice to be delivered within [**] after the Fair Market Value is determined pursuant to this Section 8.4.2(a). Within [**] following Ironwood’s receipt of notice from Partner of a Change of Control, Ironwood will provide notice to Partner requesting a determination of the Fair Market Value of the Product rights subject to acquisition by Ironwood upon a termination pursuant to this Section 8.4.2(a), and the failure to so request [**] will be deemed the election to continue this Agreement in accordance with its terms. Such determination must be made by the Parties in good faith, and if such determination is not made within [**] of the request, then as determined by a [**]. In connection with such termination, [**] of the effective date of the termination.
