Payments Upon a Change of Control Sample Clauses

Payments Upon a Change of Control. (a) The Company shall, following the Change of Control, pay the Executive the Change of Control Payment which payment shall be made the earlier of six (6) months from the occurrence of a Change of Control or the acquiring entity’s termination of the Executive; and
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Payments Upon a Change of Control. Section 11(c) of the Employment Agreement shall be deleted in its entirety and replaced as follows: Upon the occurrence of the events specified in this Section 11(c), the Executive shall be entitled to receive certain payments at the times and in the amounts as follows:
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Payments Upon a Change of Control. Upon a Change of Control, all Tax Benefit Payments shall be calculated (i) by using Valuation Assumptions (3), (4) and (5), substituting in each case the terms “the closing date of a Change of Control” for an “Early Termination Effective Date” and (ii) assuming that in each Taxable Year ending on or after the closing date of such Change of Control, Holdings’ Taxable income (prior to the application of deductions arising from the Basis Adjustments, Imputed Interest, and Actual Interest Amounts) will equal the greater of (A) the actual Taxable income (prior to the application of deductions arising from the Basis Adjustments, Imputed Interest, and Actual Interest Amounts) for such Taxable Year and (B) the product of (x) four and (y) the highest taxable income (calculated without taking into account extraordinary items of income or deduction and prior to the application of deductions arising from the Basis Adjustments, Imputed Interest, and Actual Interest Amounts) in any of the four fiscal quarters ended prior to the closing date of such Change of Control. The amount determined pursuant to clause (B) of the preceding sentence shall be increased by 10% (compounded annually) for each Taxable Year beginning with the second Taxable Year following the closing date of the Change of Control and shall be adjusted on a daily pro rata basis for any short Taxable Year following the Change of Control.
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Payments Upon a Change of Control. Section 2.1.
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Payments Upon a Change of Control. It is the intent of the parties to this Agreement that the payments which are conditioned on a Change Control would be such that there will be no excess parachute payments as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). Notwithstanding anything in the Agreement to the contrary, Employee shall have the right to elect to receive any payment to (or for the benefit of) him, which are payable to her as a result of a termination of this Agreement because of a Change of Control of the Company, in lump sum or over a period of time, so long as none of the payments shall be deemed to be an "excess parachute payment" under the Code.
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Payments Upon a Change of Control. In the event that, within twenty-four (24) months after a Change of Control, employment is terminated for any reason other than for Cause or death or Disability or Employee terminates employment for Good Reason, the following severance pay and benefits are owed subject to continued compliance with obligations which are intended to apply post-termination under this agreement:
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Payments Upon a Change of Control. (a) In the event that the a Change of Control occurs within two (2) years of the Effective Date and the Executive’s employment is terminated for Good Reason pursuant to
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Payments Upon a Change of Control. (a) The Bank shall, following the Change of Control, pay the Executive the Change of Control Payment, which payment shall be made within three (3) months after the occurrence of a Change of Control; and
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Payments Upon a Change of Control 
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Related to Payments Upon a Change of Control

  • Upon a Change of Control In the event of the occurrence of a Change in Control while the Executive is employed by the Company:

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • Offer to Repurchase Upon a Change of Control Following a Change of Control (the date of each such occurrence being the “Change of Control Date”), the Issuer shall notify the holders of Notes in writing of such occurrence and shall make an offer (the “Change of Control Offer”) to repurchase all Notes then outstanding at a repurchase price equal to 100% of the aggregate principal amount thereof (the “Change of Control Payment”), plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the Change of Control Payment Date (as defined below). Notice of a Change of Control (the “Issuer Notice”) shall be mailed by or at the direction and expense of the Issuer through the Trustee to the holders of Notes as shown on the Register of such holders maintained by the Registrar not more than 30 days after the applicable Change of Control Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Change of Control Offer shall remain open until a specified date (the “Change of Control Offer Termination Date”) which is at least 20 Business Days from the date such Issuer Notice is mailed. During the period specified in such notice, holders of Notes of any series may elect to tender their Notes in whole or in part in integral multiples of $1,000. Payment shall be made by the Issuer in the manner elected by the Issuer pursuant to Section 4.06(b) in respect of Notes properly tendered pursuant to this Section on a specified Business Day (the “Change of Control Payment Date”) which shall be no earlier than 20 Business Days and no later than 35 Business Days after the date of the Issuer Notice. The notice, which shall govern the terms of the Change of Control Offer, shall include such disclosures as are required by law and shall state:

  • Repurchase upon Change of Control Upon the occurrence of any Change of Control, each Holder shall have the right to require the repurchase of its Notes by the Company in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the "Payment Date"). A notice of such Change of Control will be mailed within 30 days after any Change of Control occurs to each Holder at its last address as it appears in the Security Register. Notes in original denominations larger than $1,000 may be sold to the Company in part. On and after the Payment Date, interest ceases to accrue on Notes or portions of Notes surrendered for purchase by the Company, unless the Company defaults in the payment of the purchase price.

  • Repurchase of Notes upon a Change of Control Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase.

  • Purchase of Notes upon a Change of Control (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.

  • Termination Upon or Following a Change of Control (a) A Change of Control of the Company ("Change of Control") shall be deemed to have occurred upon the happening of any of the following events:

  • Offer to Repurchase Upon Change of Control Triggering Event (a) Upon the occurrence of a Change of Control Triggering Event, the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple thereof) of such Xxxxxx’s Notes at an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest thereon to the date of purchase (the “Change of Control Payment”). Within ninety (90) days following any Change of Control Triggering Event, unless the Company has mailed a redemption notice with respect to all of the outstanding Notes in accordance with Section 4.07, the Company shall mail a notice to each Holder stating: (i) that the Change of Control Offer is being made pursuant to this Section 5.16 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple thereof.

  • Payments Upon Termination 4.1 The Customer shall pay the Company liquidated damages (total monthly fee as specified in the Sales and Services Agreement x remaining months in the Term) upon the occurrence of any of the following events before the expiry of the Term:

  • Acceleration Upon Change of Control In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandi.

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