Imminent Control Change Sample Clauses

Imminent Control Change. If an Imminent Control Change Date occurs on or within 30 days after the date on which the Company delivers a Notice of Termination to Executive terminating Executive’s employment not for Cause and if a Change of Control occurs within twelve months after delivery of the Notice, the Executive’s Termination of Employment pursuant to the Notice shall be deemed a Termination of Employment Without Cause on or after a Change of Control and the Executive’s rights and obligations shall be determined under Section 6.4 rather than Section 6.3. Any payments or benefits to be received by the Executive pursuant to Section 6.4 shall be reduced by any payments or benefits made or provided pursuant to Section 6.3. If an Imminent Control Change Date occurs on or within 30 days after the date on which the Executive has a Termination of Employment due to death or Disability and if a Change of Control occurs within twelve months after death or Disability, the Executive’s Termination of Employment due to death or Disability shall be deemed a Termination of Employment due to death or Disability on or after a Change of Control and the Executive’s beneficiaries’ rights and obligations shall be under Section 6.4 rather than Section 6.2. Any payments or benefits to be received by the Executive’s Beneficiaries pursuant to Section 6.4 shall be reduced by any payments or benefits made or provided pursuant to Section 6.2.
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Imminent Control Change. If an Imminent Control Change Date (as defined below) occurs on or within 30 days after the date on which the Company delivers a Notice of Termination to Executive terminating Executive's employment not for Cause and if a Change of Control occurs within 180 days after delivery of the Notice, the Executive's Termination of Employment pursuant to the Notice, shall be deemed a Termination of Employment Without Cause on or after a Change of Control and the Executive's rights and obligations shall be determined under Section 6.4 rather than Section 6.3. Any payments or benefits to be received by the Executive pursuant to Section 6.4 shall be reduced by any payments or benefits made or provided pursuant to Section 6.3. If an Imminent Control Change Date occurs on or within 30 days after the date on which the Executive has a Termination of Employment due to death or Disability and if a Change of Control occurs within 180 days after death or Disability, the Executive's Termination of Employment due to death or Disability shall be deemed a Termination of Employment due to death or Disability on or after a Change of Control and the Executive's Beneficiaries' rights and obligations shall be determined under Section 6.5 rather than Section 6.2. Any payments or benefits to be received by the Executive's Beneficiaries pursuant to Section 6.5 shall be reduced by any payments or benefits made or provided pursuant to Section 6.2. "Imminent Control Change Date" means any date on which occurs (a) a presentation to the Company's stockholders generally or any of the Company's directors or executive officers of a proposal or offer for a Change of Control, (b) the public announcement (whether by advertisement, press release, press interview, public statement, SEC filing or otherwise) of a proposal or offer for a Change of Control, or (c) such proposal or offer remains effective and unrevoked.
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Imminent Control Change. If an Imminent Control ----------------------- Change Date (as defined below) occurs on or within 30 days after the date on which the Company delivers a Notice of Termination to Executive terminating Executive's employment not for Cause and if a Change of Control occurs within 180 days after delivery of the Notice, the Executive's Termination of Employment pursuant to the Notice shall be deemed a Termination of Employment Without Cause on or after a Change of Control and the Executive's rights and obligations shall be determined under Section 6.4 rather than Section 6.3. Any payments or benefits to be received by the Executive pursuant to Section 6.4 shall be reduced by any payments or benefits made or provided pursuant to Section 6.3. If an Imminent Control Change Date occurs on or within 30 days after the date on which the Executive has a Termination of Employment due to death or Disability and if a Change of Control occurs within 180 days after
Sample 1

Related to Imminent Control Change

  • 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;

  • Change of Control Period “Change of Control Period” means the period beginning on the date three (3) months prior to, and ending on the date that is twelve (12) months following, a Change of Control.

  • Change of Control Repurchase Event If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public announcement of the Change of Control, the Issuer will give, or shall cause to be given, a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, if given prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:

  • Change of Control of the Company 93A) The Secretary of State may at any time by notice in writing, subject to clause 93C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:

  • No Change of Control The Company shall use reasonable best efforts to obtain all necessary irrevocable waivers, adopt any required amendments and make all appropriate determinations so that the issuance of the Shares to the Purchasers will not trigger a “change of control” or other similar provision in any of the agreements to which the Company or any of its Subsidiaries is a party, including without limitation any employment, “change in control,” severance or other agreements and any benefit plan, which results in payments to the counterparty or the acceleration of vesting of benefits.

  • 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.

  • 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 of Control There occurs any Change of Control; or

  • Change of Control Triggering Event (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

  • Shift Change Where employees are assigned mid-week to work a non-day shift (whether due to emergencies or a shift change) and as a result lose a shift in the regular work week, such employees will be paid six (6) hours for such loss of earnings.

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