Payments Upon Change of Control. (a) Within 30 days following a Change of Control, a cash payment shall be made to the Executive in an amount equal to 299% of the "base amount" as that term is defined in Code Section 280G. The determination of the base amount shall be made by the Company's independent auditors. For this purpose, the "base amount" shall be calculated with respect to the 3 taxable year period ending before the date on which the Change of Control as defined herein occurs, regardless of whether such Change of Control is an event described in Code Section 280G (b)(2)(A).
Payments Upon Change of Control. During the Original Term hereof, or any renewal term, if there is a Change of Control (as hereinafter defined) and any one of (i) the Employee's location of employment as set forth herein changes, (ii) the Company takes any action which would entitle Employee to terminate his employment for "good reason" pursuant to clauses (x), or (z) of the definition thereof, or (iii) the Company and Tango shall diminish Employee's title, duties, base salary or benefits (each of the events described in the foregoing clauses (i), (ii) and (iii) being herein referred to as a "Triggering Event"), then Employee may at his election, at any time within one year after any such Triggering Event, terminate this Agreement (a "Voluntary Termination"), and Employee shall be entitled to the following compensation, in addition to the other compensation and bonuses provided for herein:
Payments Upon Change of Control. During the term of this Agreement, if there is a Change of Control (as hereinafter defined) and the Company takes any action which would entitle Xxxxxxx to terminate his employment for "good reason," as such term is defined in Section 9 hereof (a "Triggering Event"), then Xxxxxxx may at his election, at any time within one EXECUTION COPY year after any such Triggering Event, terminate this Agreement (a "Voluntary Termination"), and Xxxxxxx shall be entitled to the following compensation, in addition to the other compensation and bonuses provided for herein:
Payments Upon Change of Control. During the term of this Agreement, if there is a Change of Control (as hereinafter defined) and the Company takes any action which would entitle The Employee to terminate his employment for "good reason," as such term is defined in Section 13 hereof (a "Triggering Event"), then the Employee may at his election, at any time during the remainder of this Agreement, terminate this Agreement (a "Voluntary Termination"), and the Employee shall be entitled to the following compensation, in addition to the other compensation provided for herein:
Payments Upon Change of Control. If a Change of Control (as defined in the Indenture) occurs at any time after the date hereof and prior to the Maturity Date (as defined in the Indenture), in consideration of, among other things, the Sellers’ existing rights to receive the Change of Control Redemption Price pursuant to Section 13.02 of the Indenture or the Change of Control Repurchase Price pursuant to Section 15.03(a) of the Indenture, as applicable (which would no longer apply to the Sellers in respect of the Purchased Notes), the Company shall make a cash payment, by wire transfer of immediately available funds, to the Sellers in an aggregate amount equal to either, (i) in the case that the Company elects to redeem all of the Notes outstanding at the time of the Change of Control pursuant to Section 13.02 of the Indenture, $11,250,000.00 (the “CIC Redemption True-Up”), with each Seller receiving the respective amount set forth in the “Change of Control Redemption Amount” column opposite such Seller’s name in Exhibit A hereto, or, (ii) in the case that Sellers of the Notes elect to repurchase all of the Notes outstanding at the time of the Change of Control pursuant to Section 15.03(a) of the Indenture, $4,500,000.00 (the “CIC Repurchase True-Up”), with each Seller receiving the respective amount set forth in the “Change of Control Repurchase Amount” column opposite such Seller’s name in Exhibit A hereto, to an account provided by such Seller in writing to the Company. The CIC Repurchase True-Up or CIC Redemption True-Up, as applicable, shall be paid to the Sellers on the date of effectiveness of such Change of Control. The Company shall provide notice of a potential Change of Control to the Sellers no less than ten (10) nor more than 30 calendar days prior to the expected effectiveness of such Change of Control.
Payments Upon Change of Control. In the event of a Change of Control Transaction (as herein defined), the provisions of this Section 8 shall apply:
Payments Upon Change of Control. Upon the occurrence of a Change of Control, and upon fulfillment of the following conditions: (1) the sale of the Company for a premium relative to the share price at the time of the Change of Control, and (2) the subsequent replacement of the Chief Operating Officer and either CEO or the President of the Company, Executive shall receive, at such time and in accordance with applicable law, then (a) all restricted stock and options of Executive that have not vested and have not been forfeited shall immediately vest upon a Change of Control; (b) if the Change of Control occurs during Executive's first year of his Term, the Company shall make a one-time cash payment of an amount equal to the greater of (i) One Million Dollars ($1,000,000) or (ii) two (2) times Executive's Base Salary then in effect at the time of the Change of Control; (c) if the Change of Control occurs during Executive's second year of his Term, the Company shall make a one-time cash payment of an amount equal to the greater of (i) Two Million Dollars ($2,000,000) or (ii) two (2) times Executive's Base Salary then in effect, and, if any bonus was earned in the previous year, the amount of the bonus then in effect; or (d) if the Change of Control occurs during or after Executive's third year of any Additional Term with the Company, the Company shall make a one-time cash payment of an amount equal to the greater of (i) Three Million Dollars ($3,000,000) or (ii) three (3) times Executive's Base Salary then in effect, and, if any bonus was earned in the previous year, the amount of the bonus then in effect.
Payments Upon Change of Control. In the event of the involuntary termination of Employee's employment by the Company or its successor in connection with, or within the nine (9) month period after, a Change in Control, unless such termination is due to Employee's permanent and total disability or to governmental actions, or is for Cause; or in the event that Employee elects to terminate her employment by the Company for Good Reason in accordance with the provisions of Section 1 hereof in connection with, or within the nine (9) month period after, a Change of Control, then Employee shall be entitled to receive from the Company all compensation and benefits through the effective date of such termination, plus an additional amount equal to Employee's then current annual base salary, such sum to be paid within ninety (90) days following the occurrence of the event entitling Employee to such additional sums. Any amount due Employee pursuant to this provision which is not paid within ninety (90) days shall bear interest at the rate of ten percent (10%) per annum. Employee's entitlement to such payments shall not be reduced or offset on account of any compensation earned or received by Employee from any other employer or source.
Payments Upon Change of Control. Upon a Change of Control, the Corpo- ration shall pay to the Executive in a single lump sum an amount equal to the sum of (i) the amount which would otherwise be paid to the Executive under paragraph 4.3 hereof if the Executive was terminated by the Corporation without cause prior to a Change of Control (the 'Change of Control Payment') and (ii) the a Gross-Up Payment as provided in paragraph 8 hereof. The parties agree that the Change of Control Payment would be a parachute payment as described in Section 280G of the Internal Revenue Code of 1986, as amended (the 'Code') and subject to the excise tax imposed under Section 4999 of the Code. The Change of Control Payment and the Gross-Up Payment shall be paid within fifteen (15) days after the Executive becomes entitled to payment pursuant to the immediately preceding sentence.
Payments Upon Change of Control. During the term of this Agreement, if there is a Change of Control (as hereinafter defined) and the Company takes any action which
