EXCEPTIONS FROM CHANGE IN CONTROL Sample Clauses

EXCEPTIONS FROM CHANGE IN CONTROL. A Change in Control shall not be considered to have taken place for purposes of this paragraph 4 in the event that both (1) the Change in Control shall have been specifically approved by all of the Current and Additional Directors (as defined above) and (2) the provisions of this Agreement remain in full force and effect as to Executive.
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
EXCEPTIONS FROM CHANGE IN CONTROL. A Change in Control shall not be considered to have taken place for purposes of this Section 4 in the event that both (1) the Change in Control shall have been specifically approved by at least two-thirds (2/3) of the Current and Additional Directors (as defined above) and (2) the successor company assumes this Agreement and appoints Executive to the same position at the successor corporation as Executive had with the Company immediately prior to the Change in Control; provided that if the successor corporation has a parent, the parent rather than the successor corporation must appoint Executive to the position with the same title and responsibilities as Executive had with the Company immediately prior to the Change in Control. Sales of the Company’s Common Stock issued, beneficially owned or controlled by the Company shall not be considered in determining whether a Change in Control has occurred.
Sample 1Sample 2See All (4)
EXCEPTIONS FROM CHANGE IN CONTROL. A Change in Control shall not be considered to have taken place for purposes of this paragraph 4 in the event that both (1) the Change in Control shall have been specifically approved by at least two-thirds (2/3) of the Current and Additional Directors (as defined above) and (2) the provisions of this Agreement remain in full force and effect as to Executive. Sales of the Company’s Common Stock beneficially owned or controlled by the Company shall not be considered in determining whether a Change in Control has occurred.
Sample 1
EXCEPTIONS FROM CHANGE IN CONTROL. A Change in Control shall not be considered to have taken place for purposes of this Section 4 in the event that both (1) the Change in Control shall have been specifically approved by at least two-thirds (2/3) of the Current and Additional Directors (as defined above) and (2) the successor company assumes this Agreement and appoints Executive to the same position at the successor corporation as Executive had with the Company immediately prior to the Change in Control; provided that if the successor corporation has a parent, the parent rather than the successor corporation must appoint Executive to the position with the same title and responsibilities as Executive had with the Company immediately prior to the Change in Control. Sales of the Company’s Common Stock issued, beneficially owned or controlled by the Company shall not be considered in determining whether a Change in Control has occurred. NOTIFICATION . Executive shall be notified in writing by the Company at any time that the Company anticipates that a Change in Control may take place. SPECIFIED EMPLOYEE . Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” as defined in Section 409A of the Code, Executive shall not be entitled to any payments or benefits the right to which provides for a “deferral of compensation” within the meaning of Section 409A, and which payment or provision is triggered by Executive’s termination of employment (whether such payments or benefits are provided to Executive under this Agreement or under any other plan, program or arrangement of the Company), until the earlier of (i) the date which is the first business day following the six-month anniversary of Executive’s “separation from service” (within the meaning of Section 409A of the Code) for any reason other than death or (ii) Executive’s date of death, and such payments or benefits that, if not for the six-month delay described herein, would be due and payable prior to such date shall be made or provided to Executive on such date. The Company shall make the determination as to whether Executive is a “specified employee” in good faith in accordance with its general procedures adopted in accordance with Section 409A of the Code and, at the time of the Executive’s “separation of service” will notify the Executive whether or not he is a “specified employee”. If the continued benefits provided under Sections 4(b)(iv)(A) and 4(b)(vi) are required to be delayed pursuant to...
Sample 1

Related to EXCEPTIONS FROM CHANGE IN CONTROL

  • Potential Change in Control A “Potential Change in Control” shall exist during any period in which the circumstances described in paragraphs (a), (b), (c) or (d), below, exist (provided, however, that a Potential Change in Control shall cease to exist not later than the occurrence of a Change in Control):

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • No Change in Control Guarantor shall not permit the occurrence of any direct or indirect Change in Control of Tenant or Guarantor.

  • Deferral Pending Change in Control The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Assignment; Change in Control This Agreement may not be assigned by either party without the prior written approval of the other party, (such approval not to be unreasonably withheld) except in connection with (i) a merger, consolidation, or similar transaction involving (directly or indirectly) a party, (ii) a sale or other disposition of all substantially all of the assets of a party, or (iii) any other form of combination or reorganization involving (directly or indirectly) such party. Any purported assignment in violation of this section shall be void.

  • Prior to a Change in Control If the Final Measurement Date occurs prior to a Change in Control, the Award will be settled in shares of Tyson Class A common stock no later than sixty (60) days after the Final Measurement Date; provided, however, that if the 60-day period for execution and non-revocation of a Release pursuant to Section 3.3 above will span two (2) calendar years, then the settlement of the Award will occur as soon as practicable after, but no earlier than, the first (1st) day of the second (2nd) calendar year.

  • Change in Control Defined For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any of the following events:

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee's employment with the Corporation 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) 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, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (A) become fully and immediately vested and exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

Time is Money Join Law Insider Premium to draft better contracts faster.