MERGER OR OTHER CHANGE IN CONTROL Sample Clauses

MERGER OR OTHER CHANGE IN CONTROL. Employee shall have the right to terminate this Agreement for good reason if at any time within ninety (90) days after completion of (i) a merger of the Company with any other corporation as a result of which the shareholders of the Company immediately prior to such merger fail to win at least a majority of the voting securities of the surviving corporation in such merger immediately after the merger, and members of the Board of Directors of the Company, elected by the shareholders of the Company or by a majority of the directors of the Company who were elected by the stockholders of the Company, fail to constitute a majority of the Board of Directors of the surviving corporation following completion of the merger, or (ii) a sale of all or substantially all of the assets of the Company to another corporation, if (x) a majority of the directors of the ultimate parent of the purchase immediately following the purchase and sale were not members of the Board of Directors of the Company immediately prior to such sale, AND (y) shareholders of the Company immediately prior to such sale do not hold a majority of the voting securities of the ultimate parent of the purchasing corporation following completion of such sale; or (iii) a purchase by another person, firm or corporation of a majority of the voting securities of the Company, AND following completion of such sale, members of the Board of Directors of the Company elected by the shareholders of the Company (other than such purchaser) fail to constitute a majority of the Board of Directors of the Company.
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MERGER OR OTHER CHANGE IN CONTROL. For purposes of this Agreement, a “Change in Control” shall mean, with respect to the Company (the definition of which, for sake of clarity, means either or both of HA or HH), any of the following: (a) any person or persons acting together that would constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, beneficially own more than 40% of the total voting power of the stock of the Company entitled to vote for the board of directors of the Company (the “Voting Stock”) or economic interests in the Company, (b) the sale, transfer, assignment or other disposition (including by merger or consolidation) by the shareholders of HH, in one transaction or a series of related transactions, with the result that the beneficial owners of the Voting Stock of or economic interests in HH immediately prior to the transaction (or series) do not, immediately after such transaction (or series) beneficially own Voting Stock representing more than 40% of the voting power of all classes of Voting Stock of HH or any successor entity of HH or economic interests in HH representing more than 40% of the economic interests in HH or any Company or any successor entity of HH; (c) the sale or other transfer (in one or a series of transactions) of all or substantially all of the assets of the Company, (d) the dissolution or liquidation of the Company, or (e) a change in the composition of the Board, as a result of which, fewer than one-half of the incumbent directors (without including directors who are appointed as part of the union contract) are directors who either (i) had been directors, other than directors who are appointed as part of the union contract, of the Company on the Renewal Effective Date (the “Original Directors”); or (ii) were elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the aggregate of the Original Directors who were still in office at the time of the election or nomination or directors whose election or nomination was previously so approved.
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MERGER OR OTHER CHANGE IN CONTROL. Employee shall have the right to terminate this Agreement for Good Reason if at any time within ninety (90) days after completion of (i) a merger of the Company with any other corporation as a result of which the shareholders of the Company immediately prior to such merger fail to win at least a majority of the voting securities of the surviving corporation in such merger immediately after the merger, and members of the Board of Directors of Company, elected by the stockholders of the Company or by a majority of the directors of the Company who were elected by the stockholders of the Company, fail to constitute a majority of the Board of Directors of the surviving corporation following completion of the merger, or (ii) a sale of all or substantially all of the assets of the Company to another corporation, if (x) a majority of the directors of the ultimate parent of the purchase immediately following the purchase and sale were not members of the Board of Directors of the Company immediately prior to such sale and (y) shareholders of the Company immediately prior to such sale do not hold a majority of the voting securities of the ultimate parent of the purchasing corporation following completion of such sale; or (iii) a purchase by another person, firm or corporation of a majority of the voting securities of the Company, and following completion of such sale, members of the Board of Directors of the Company elected by the stockholders of the Company (other than such purchaser) fail to constitute a majority of the Board of Directors of the Company. If Employee elects to terminate this Agreement for Good Reason for the reasons set forth in this Paragraph 7, then Employee shall be eligible to receive immediately, in a lump sum, an amount equal to the Base Salary that would have been payable to Employee pursuant to this Agreement had Employee continued to be employed for the twelve (12) months immediately following the Termination Date (such Base Salary for such period being equal to Employee's Base Salary as of the Termination Date) plus an amount equal to the greater of (i) the total of any performance bonus or bonuses paid to Employee pursuant to Section 3(b) hereof in the fiscal year of the Company ended prior to the fiscal year in which the Termination Date occurs, or (ii) the average of the annual performance bonuses paid to him by Company with respect to the three fiscal years ended immediately prior to the fiscal year in which the Termination Date occurs...
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MERGER OR OTHER CHANGE IN CONTROL. In the event of a “change in control” (defined below) of the Company, the Employee shall have the right, on written notice to the Company given at any time within sixty (60) days after such change in control occurs, to elect to terminate his employment with the Company, which termination will be deemed a termination by the Employee for good cause as set forth in Section 7(e), in accordance with which the Employee shall receive compensation pursuant to the provisions of Section 8 hereof. A “change in control” shall occur if (i) AIP, LLC, currently the majority shareholder of Hawaiian Holdings, Inc., sells, transfers or assigns, in one transaction or in a series of related transactions, all or substantially all of its shares in the Company, or otherwise no longer controls the management of the Company or (ii) Xxxx X. Xxxxx no longer controls, either directly or indirectly, a majority of the stock and/or the management of AIP,LLC; or (iii) at any time after the First Anniversary, any person other than Xxxx X. Xxxxx holds the position of chief executive officer of the Company, provided that if Employee terminates this Agreement pursuant to this Section 10(iii), then (A) Employee will give notice of termination within 60 days after the later to occur of (x) the first anniversary of the effective date of this Agreement and (y) the date on which the Company announces the appointment of said chief executive officer; and (B) Employee shall receive benefits and payments pursuant to Section 8 hereof for a period of one (1) year.
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Related to MERGER OR OTHER CHANGE IN CONTROL

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

  • Termination in Connection with Change in Control a. This Agreement terminates if it is not assumed by the successor corporation (or affiliate thereto) upon a Change in Control (as defined below).

  • Effect of a Change in Control In the event of a Change in Control, Sections 6 through 13 of this Agreement shall become applicable to Executive. These Sections shall continue to remain applicable until the third anniversary of the date upon which the Change in Control occurs. On such third anniversary date, and provided that the employment of Executive has not been terminated on account of a Qualifying Termination (as defined in Section 5 below), this Agreement shall terminate and be of no further force or effect.

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

  • 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.

  • Vesting Upon a Change in Control Immediately upon a Change in Control, any equity awards subject to vesting that have been granted to the Officer under the Company’s equity incentive plans and that are not fully vested shall become fully vested and, in the case of stock options, shall become immediately exercisable, and the Officer shall be entitled, in the case of such stock options, to exercise such stock options until the earlier of the expiration of their original full term or one year from the Date of Termination (in each case, without regard to any earlier termination otherwise applicable in the event of termination of employment, and to the extent permitted by Section 409A of the Code).

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • Termination and Change in Control In the event of a Change in Control and at any time during the Change of Control Period (x) the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change of 10 miles or more in the Executive’s location of employment, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates his employment, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severence benefits consisting of:

  • 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.

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

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