Occurrence of a Change in Control Sample Clauses

Occurrence of a Change in Control. If there is a Change in Control (as defined in § II) during the term of Agreement, and any of the following events occur, in addition to any monies already owed under other operative agreements, if applicable, the Company will pay Executive one (1) year of Base Salary, the pro-rata portion of Executive’s Bonus accrued up to the date of separation from the Company, and all unvested options to purchase shares will automatically vest, if: (a) Executive is involuntarily terminated without Cause (as defined in § V) within twelve (12) months following the date of such Change in Control, but within the term of the Agreement; or (b) Executive terminates voluntarily with Good Reason (as defined in § IV) within twelve (12) months following the date of such Change in Control, but within the term of the Agreement. For purposes of this § III (b), the date of a Change in Control will be the closing date of such transactions described in § II.

Occurrence of a Change in Control. In the event of a Change in Control, your SAR shall fully vest and become fully exercisable, subject to the limitations of Section 3 hereof, as to the Shares then subject to the SAR. This shall occur immediately prior to the effective date of the transaction giving rise to the Change in Control.

Occurrence of a Change in Control. Upon the Occurrence of a Change in Control: (a) In the event of a Change in Control as defined in Section 18.1 (a) or (b), except as prohibited by applicable laws, rules, regulations or stock exchange requirements, or as determined otherwise by the Committee in connection with particular Awards and set forth in the applicable Award Agreements, if the Employment of a Participant is terminated by the Company or an Affiliate without Substantial Cause or by the Participant for Good Reason within the twenty-four (24) month period following such Change in Control: (i) any and all Options and SARs granted under the Plan shall vest and be immediately exercisable and shall remain exercisable for the remainder of their term; (ii) any Period of Restriction and other restrictions imposed on time-vested Restricted Stock or Restricted Stock Units or Other Stock-Based Awards not subject to specified performance criteria shall lapse and such Awards shall immediately vest and be paid out or distributed without further restriction; and February 2013 (iii) the payout opportunities attainable under all outstanding performance-based Restricted Stock, Performance Shares or Performance Units or Other Stock-Based Awards subject to specified performance criteria, including Awards intended to qualify for deductibility under Section 162(m) of the Code, shall be deemed to have been fully earned based on the greater of (A) targeted performance, or (B) actual performance being attained for a truncated Performance Period that ends on the date of the Change in Control. (b) In the event of a Change in Control as defined in Section 18.1 (c) or (d), the Plan shall terminate; provided, however, that notwithstanding the foregoing, the Board shall provide in writing in connection with such transaction for any one or more of the following alternatives (separately or in combinations): (i) all restrictions on outstanding Awards shall immediately lapse; (ii) for the assumption by the successor corporation of the Awards theretofore granted or the substitution by such corporation for such Awards theretofore granted of new Awards covering the stock of the successor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (iii) for the continuance of the Plan by such successor corporation in which event the Plan and the Awards therefore granted shall continue in the manner and under the terms so provided; or (iv) for the payment in ca...

Occurrence of a Change in Control. Unless otherwise determined by the Board or as otherwise provided by an employment agreement between you and the Company, the vesting of the Options shall not be accelerated as a result of a Change in Control.

Occurrence of a Change in Control. If there is a Change in Control (as defined below) during the initial term of Agreement, and any of the following events occur, in addition to any monies already owed under this Agreement, the Company will pay Executive one (1) year of Base Salary and the pro-rata portion of Executive’s Bonus as if Executive reached 100% of Goal Attainment as of the date of the Change in Control (or other amount to be determined by the Board in their sole discretion) and all vested and unvested options to purchase shares will automatically vest: (i) Executive is involuntarily terminated without Cause within twelve (12) months following the date of such Change in Control, but within the initial term of the Agreement; or (ii) Executive terminates voluntarily with Good Reason (as defined below) within twelve (12) months following the date of such Change in Control, but within the initial term of the Agreement. For purposes of this Section 8 b, the date of a Change in Control will be closing date of such transactions described below in Section 8 c.

Occurrence of a Change in Control. Subject to the provisions of Section 10 hereof, in the event of a Change in Control, your shares of Restricted Stock shall fully vest and all restrictions under the Plan and the Award Agreement with respect to the shares of Restricted Stock shall automatically expire and shall be of no further force or effect. This shall occur immediately prior to the effective date of the transaction giving rise to the Change in Control.

Occurrence of a Change in Control. Unless otherwise determined by the Board or as otherwise provided by an employment agreement between you and the Company, the vesting of the Restricted Stock shall not be accelerated as a result of a Change in Control.

Occurrence of a Change in Control. A “Change in Control” will be deemed to have occurred if an event described in any one of the following paragraphs has occurred: (a) the sale, lease, exchange or other transfer, directly or indirectly, of all or substantially all of the assets of the Company (in one transaction or in a series of related transactions) to any Successor; (b) the approval by the stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; (c) any Successor other than a Bona Fide Underwriter becomes the beneficial owner, directly or indirectly, of (i) 20% or more, but less than 50%, of the combined voting power of the Company’s Outstanding Securities, unless the transaction resulting in such ownership has been approved in advance by the Continuity Directors, or (ii) 50% or more of the combined voting power of the Company’s Outstanding Securities (regardless of any approval by the Continuity Directors); (d) a merger or consolidation to which the Company is a party (a “Transaction”) if the Company’s stockholders immediately prior to the effective date of the Transaction have beneficial ownership of securities of the surviving corporation immediately following the effective date of the Transaction representing (i) 50% or more, but not more than 80%, of the combined voting power of the surviving corporation’s then Outstanding Securities, unless the Transaction has been approved in advance by the Continuity Directors, or (ii) less than 50% of the combined voting power of the surviving corporation’s then Outstanding Securities (regardless of any approval by the Continuity Directors); or (e) the Continuity Directors cease for any reason to constitute at least 50% or more of the Board.

Occurrence of a Change in Control. In the event of a Change in Control: (a) If a Change in Control occurs on or prior to the Transition Date, (i) the Executive shall be entitled to continue to receive the compensation and benefits provided for in Sections 3 and 5 of this Agreement and (ii) in addition to the payments and benefits provided for under Sections 6, 7, or 8, as applicable, the Executive shall be entitled to exercise his rights pursuant to the Change in Control Agreement and to receive the compensation and benefits provided for in such Change in Control Agreement; or (b) If a Change in Control occurs during the Consulting Period, (i) the Company may not terminate this Agreement other than for Cause, (ii) the Executive shall continue to receive all compensation and benefits provided for in Section 5 of this Agreement and (iii) effective as of the Transition Date, the Change in Control Agreement shall be of no further force and effect, and Executive shall have no rights thereunder.