Permitted Change of Control Sample Clauses

Permitted Change of Control. Clause ‎7.1 shall not prohibit a Change of Control of a Project Entity or MineCo (and the provisions of Clause ‎7.2 shall not apply to such Change of Control) if:
AutoNDA by SimpleDocs
Permitted Change of Control. Notwithstanding Section 8.01, NYSERDA’s consent shall not be required for any Change of Control that constitutes a disposition to a Permitted Transferee. If Seller provides NYSERDA with written notice of its intent to effectuate a Change of Control setting forth a description of the transferee describing how it fits within the definition of Permitted Transferee and NYSERDA does not respond within fifteen (15) Business Days, NYSERDA shall be deemed to have confirmed that the proposed Change of Control does not require NYSERDA’s consent.
Permitted Change of Control. As used herein, a "Principal of ThermoRetec" shall mean, (i) in the case of {*}, a position in ThermoRetec or a parent or subsidiary of ThermoRetec, or an entity into or with which ThermoRetec is merged or consolidated or which has acquired all or substantially all of ThermoRetec's assets, having senior executive management responsibility which includes supervisory responsibility, at a senior executive level, for performance of this Agreement, and (ii) in the case of {*}, a position in ThermoRetec, or a parent or subsidiary of ThermoRetec, or an entity into or with which ThermoRetec is merged or consolidated or which has acquired all or substantially all of ThermoRetec's assets, having senior program management or technology development responsibility which includes supervisory responsibility, at a senior program management level, for performance of this Agreement. As used herein "Affiliated Company" shall mean any person or entity that directly or indirectly owns at least a majority of the voting shares of ThermoRetec (the "Owner" for purposes of this definition) and any person or entity that directly or indirectly owns at least a majority of the voting shares of the Owner or a majority of whose voting shares are owned directly or indirectly by the Owner. As used herein "Permitted Change of Control" shall mean a Change of Control of ThermoRetec that satisfies all of the following conditions: (i) after the Change of Control of ThermoRetec the surviving entity or ThermoRetec retains through the Cap Date substantially the same form of organization (including, without limitation, the MGP Program Management System, Environmental Reporting Management System, Program Management Reporting System and Work Process System) and management as prior to the Change of Control of ThermoRetec; (ii) after the Change of Control of ThermoRetec the surviving entity or ThermoRetec retains through the Cap Date a tangible net worth (calculated in accordance with generally accepted accounting principals, consistently applied) of at least $9,800,000; (iii) both {*} and {*} remain a Principal of ThermoRetec on a full-time basis (except as a result of death or permanent disability) through the Cap Date; and (iv) as part of the Change of Control of ThermoRetec, ThermoRetec will use reasonable best efforts to ensure that {*}, {*} and {*} will continue to remain involved in the performance of this Agreement through the Cap Date in substantially the same capacity as before the Change of ...

Related to Permitted Change of Control

  • Change of Control/Change in Management (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the then outstanding voting stock of the Parent;

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

  • Change of Control There occurs any Change of Control; or

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • No Change of Control The Company shall use reasonable best efforts to obtain all necessary irrevocable waivers, adopt any required amendments and make all appropriate determinations so that the issuance of the Shares to the Purchasers will not trigger a “change of control” or other similar provision in any of the agreements to which the Company or any of its Subsidiaries is a party, including without limitation any employment, “change in control,” severance or other agreements and any benefit plan, which results in payments to the counterparty or the acceleration of vesting of benefits.

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

  • Change of Control of the Company 93A) The Secretary of State may at any time by notice in writing, subject to clause 93C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:

  • Change of Control Triggering Event (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

  • Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

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