OBLIGATIONS OF THE COMPANY UPON A CHANGE IN CONTROL Sample Clauses

OBLIGATIONS OF THE COMPANY UPON A CHANGE IN CONTROL. In the event of a Change in Control, upon written request of the Indemnitee the Company shall establish a trust for the benefit of the Indemnitee hereunder (a "Trust") and from time to time, upon written request from the Indemnitee, shall fund the Trust in an amount sufficient to satisfy all amounts actually paid hereunder as indemnification for Liabilities or Expenses (including those paid in advance) or which the Indemnitee reasonably determines and demonstrates, from time to time, may be payable by the Company hereunder. The amount or amounts to be deposited in the Trust shall be determined by legal counsel selected by the Indemnitee and approved by the Company, which approval shall not be unreasonably withheld. The terms of the Trust shall provide that (i) the Trust shall not be dissolved or the principal thereof invaded without the written consent of the Indemnitee; (ii) the trustee of the Trust (the "Trustee") shall be selected by the Indemnitee; (iii) the Trustee shall make advances to the Indemnitee for Expenses within ten (10) business days following receipt of a written request therefor (and the Indemnitee hereby agrees to reimburse the Trust under the circumstances under which the Indemnitee would be required to reimburse the Company under Article V hereof; (iv) the Company shall continue to fund the Trust from time to time in accordance with its funding obligations hereunder; (v) the Trustee promptly shall pay to the Indemnitee all amounts as to which indemnification is due under this Agreement; (vi) unless the Indemnitee agrees otherwise in writing, the Trust for the Indemnitee shall be kept separate from any other trust established for any other person to whom indemnification might be due by the Company; and (vii) all unexpended funds in the Trust shall revert to the Company upon final, nonappealable determination by a court of competent jurisdiction that the Indemnitee has been indemnified to the full extent required under this Agreement.
Sample 1Sample 2Sample 3See All (15)
AutoNDA by SimpleDocs
OBLIGATIONS OF THE COMPANY UPON A CHANGE IN CONTROL. Upon the occurrence of a Change in Control during the term of this Agreement, the Executive shall be entitled to receive the following payments and benefits from the Company:
Sample 1Sample 2Sample 3See All (6)
OBLIGATIONS OF THE COMPANY UPON A CHANGE IN CONTROL. If a Change in Control occurs during the Term of this Agreement and after the date the Company has repaid all of its obligations under the Troubled Asset Relief Program (TARP), the Company will pay to Executive a lump sum cash amount equal to the product of: (i) two times (ii) the sum of Executive’s annual base salary at the rate in effect immediately preceding the Change in Control plus the cash bonus paid to Executive with respect to the most recently closed fiscal year of the Company. Such lump sum payment shall be paid by the Company to Executive within thirty (30) days following such Change in Control. If Executive shall have become entitled to a payment under this paragraph and dies prior to his receipt thereof, then such payment will be paid to Executive’s surviving spouse (or if not survived by a spouse, then to Executive's estate).
Sample 1Sample 2Sample 3See All (4)
OBLIGATIONS OF THE COMPANY UPON A CHANGE IN CONTROL. (a) Upon the occurrence, prior to the termination of this Agreement as provided for by Section 2 above, of any Change in Control other than a Change in Control described in Section 1(h)(iii), the Executive shall be entitled to receive the following payments and benefits from the Company:
Sample 1Sample 2Sample 3
OBLIGATIONS OF THE COMPANY UPON A CHANGE IN CONTROL. In the event of a Change in Control, upon written request of the Indemnitee the Company shall establish a trust for the benefit of the Indemnitee hereunder (a "Trust") and from time to time, upon written request from the Indemnitee, shall fund the Trust in an amount sufficient to satisfy all amounts actually paid hereunder as indemnification for Liabilities or Expenses (including those paid in advance) or which the Indemnitee reasonably determines and demonstrates, from time to time, may be payable by the Company hereunder. The amount or amounts to be deposited in the Trust shall be determined by legal counsel selected by the Indemnitee and approved by the Company, which approval shall not be unreasonably withheld. The terms of the Trust shall provide that (i) the Trust shall not be dissolved or the principal thereof invaded without the written consent of the Indemnitee; (ii) the trustee of the Trust (the
Sample 1
OBLIGATIONS OF THE COMPANY UPON A CHANGE IN CONTROL. As of a Change in Control, and whether or not there has occurred a termination of employment (except for subsections below which require termination of employment for payment), the Executive shall be entitled to the following payments and benefits:
Sample 1
OBLIGATIONS OF THE COMPANY UPON A CHANGE IN CONTROL. The terms of this Section 7 will apply to a Change in Control that occurs during the Term. Following the expiration of this Agreement, for the period of Executive’s employment with BancorpSouth beginning thereafter, Executive’s rights and obligations on a Change in Control will be governed by the “Change in Control Agreement” that is attached hereto as Exhibit B.
Sample 1
AutoNDA by SimpleDocs
OBLIGATIONS OF THE COMPANY UPON A CHANGE IN CONTROL. Upon the occurrence of a Change in Control, all outstanding Management Incentive Plan (the "MIP") awards previously granted to the Executive shall become immediately vested and subject to payment in accordance with the MIP change in control terms, notwithstanding the change in control provisions defined in Section 1 herein, as soon as practicable after the Change in Control, but in no event later than thirty (30) days following the Change in Control.
Sample 1

Related to OBLIGATIONS OF THE COMPANY UPON A CHANGE IN CONTROL

  • Obligations of the Company Upon Termination (a) Termination by the Company for Cause or by the Executive other than for Good Reason. If, during the Employment Period, or any Additional Employment Period, the Executive’s employment with the Company is terminated by the Company for Cause or by the Executive other than for Good Reason (and not due to death or Disability), the Company shall have no further payment obligations to the Executive or his legal representatives under this Agreement, other than for:

  • Obligations of the Company Upon Termination of Employment (a) Expiration of Term, By the Company for Cause or by Executive without Good Reason. If Executive's employment shall be terminated:

  • Obligations of the Corporation Upon Termination The following provisions describe the obligations of the Corporation to the Executive under this Agreement upon termination of his employment. However, except as explicitly provided in this Agreement, nothing in this Agreement shall limit or otherwise adversely affect any rights which the Executive may have under applicable law, under any other agreement with the Corporation or any of its subsidiaries, or under any compensation or benefit plan, program, policy or practice of the Corporation or any of its subsidiaries.

  • Obligations of Company Upon Termination (a) In the event of the termination of Executive's employment pursuant to Section 7 (a), (b), (c) or (e), Executive will be entitled only to the compensation earned by him hereunder as of the date of such termination (plus life insurance or disability benefits if applicable and provided for pursuant to Section 4(c)).

  • Obligations of the Employer Upon Termination The following provisions describe the obligations of the Employer to the Executive under this Agreement upon termination of employment. However, except as explicitly provided in this Agreement, nothing in this Agreement shall limit or otherwise adversely affect any rights which the Executive may have under applicable law, under any other agreement with the Employer or any of its affiliates or subsidiaries, or under any compensation or benefit plan, program, policy or practice of the Employer or any of its affiliates or subsidiaries.

  • 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:

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • Release Upon Termination of the Company’s Obligations In the event (i) that the Company delivers to the Trustee an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Indenture, the Notes, the Note Guarantees and the Security Documents have been satisfied and discharged by the payment in full of the Company’s obligations under the Notes, the Note Guarantees, this Indenture and the Security Documents, and all such Obligations have been so satisfied, or (ii) a discharge, Legal Defeasance or Covenant Defeasance of this Indenture occurs under Article 8 or 14, the Trustee at the written request of the Company shall deliver to the Company and the Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee, and the Trustee shall do or cause to be done, at the Company’s sole cost and expense, all acts reasonably necessary to release such Lien in favor of the Trustee as soon as is reasonably practicable.

  • PAYMENTS UPON A CHANGE IN CONTROL (a) The term “

  • Company Obligations upon Termination Upon termination of Executive’s employment pursuant to any of the circumstances listed in this Section 3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any expense reimbursements owed to Executive pursuant to Section 2(e); and (iii) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “Company Arrangements”). Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy shall be to receive the payments and benefits described in this Section 3(c) or Section 4, as applicable.

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