RESIGNATION FOLLOWING CHANGE OF CONTROL Sample Clauses

RESIGNATION FOLLOWING CHANGE OF CONTROL. If (i) the Company terminates Executive’s employment without Cause or Executive terminates his employment with the Company for Good Reason and (ii) a “Change of Control” has occurred within the two-year period preceding, or within the one-year period following, the effective date of termination, Executive shall be entitled to the compensation described in this Section 7 in addition to the compensation and benefits provided for in Section 6(a) above and in lieu of the compensation and benefits provided for in Section 6(f) above:
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RESIGNATION FOLLOWING CHANGE OF CONTROL a. If, during the twelve (12) month period following a Change of Control, as defined in the Definition section attached hereto, you resign for Good Reason or the Company terminates your employment for any reason other than for “Cause,” you will receive the following:
Sample 1
RESIGNATION FOLLOWING CHANGE OF CONTROL. In the event that Executive terminates his employment with the Company within six (6) months after a "Change of Control" pursuant to Section 5(d)(ii) hereof, Executive shall be entitled to the compensation described in this Section 7 upon such termination. For purposes of this Agreement, a "Change of Control" means (A) the sale or lease of all or substantially all of the assets of the Company to any person or entity that, prior to such sale, was not controlled by the Company, (B) a merger, amalgamation, consolidation or other reorganization in which the Company is not the surviving entity or becomes owned entirely by another entity, unless at least 50% of the outstanding voting securities of the surviving or parent corporation, as the case may be, immediately following such transaction are beneficially held by such persons and entities in the same proportion as such persons and entities beneficially held the outstanding voting securities of the Company immediately prior to such transaction, (C) the acquisition in a single transaction or series of related transactions, other than pursuant to an acquisition by those Investors described in a Subscription Agreement dated as of July 27, 2001 (such other acquisition by the Investors being referred to as an "Investor Acquisition"), of more than 50% of the voting securities of the Company by a single person or "group" within the meaning of Section 13(d)(3) of the United States Securities Exchange Act of 1934, as amended, whether through the acquisition of previously issued and outstanding voting securities or of voting securities that have not been previously issued, or any combination thereof; provided, however, that any Investor Acquisition shall constitute a Change of Control if the Investor Acquisition is accompanied by a change in the board of directors of the Company such that the directors of the Company prior to such acquisition no longer constitute a majority of the board of directors of the Company after such acquisition and (D) the voluntary or involuntary dissolution, liquidation or winding up of the Company, or the adoption of any resolution with respect thereto.
Sample 1
RESIGNATION FOLLOWING CHANGE OF CONTROL. If, after a Change of Control, as defined in the Definition section, attached hereto, you resign for Good Reason within the 60-day period following the last event that constitutes Good Reason, and the Change of Control occurs within thirty-six (36) months from the effective date of this Agreement, you will receive
Sample 1
RESIGNATION FOLLOWING CHANGE OF CONTROL. If (i) the Company terminates Executive’s employment without Cause or Executive terminates his employment with the Company for Good Reason and (ii) a “Change of Control” has occurred within the two-year period preceding, or within the one-year period following, the effective date of termination, or if (i) Executive terminates his employment with the Company without Good Reason and (ii) a “Change of Control” has occurred within the six-month period preceding the effective date of termination, Executive shall be entitled to the compensation described in this Section 7 in addition to the compensation and benefits provided for in Section 6(a) above and in lieu of the compensation and benefits provided for in Section 6(e) or Section 6(f) above:
Sample 1

Related to RESIGNATION FOLLOWING CHANGE OF CONTROL

  • Termination Following Change of Control Should Employee at any time within two years of a change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Company (or its successor) other than for "cause" (following a change of control), "

  • Termination Following Change in Control If a Change in Control shall have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason.

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder.

  • Termination of Employment Following Change in Control (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter at any time during the term of this Agreement there shall be:

  • Termination for Change of Control At Sharp’s option, Sharp may terminate her employment within 90 days following a “Change of Control” which occurs during the term of this Agreement. For purposes of this Agreement, “Change of Control” shall mean any of the following: (i) Texas Petrochemicals, Inc., a Delaware corporation (“TPI”) is dissolved or is liquidated; (ii) TPI sells, leases or exchanges all or substantially all of its assets to any other person or entity; or (iii) any “person” (as that term is used in Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), other than one or more of the persons who hold, beneficially and of record, shares of voting stock of TPI on January 8, 2007 (the “Permitted Holders”), is or becomes a beneficial owner (as defined in Rule 13c-3 and 13c-5 under the Securities Exchange Act of 1934, as amended, except that a person will be deemed to be a “beneficial owner” of all shares 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 fifty percent (50%) of the total voting power of the then outstanding shares of Voting Stock of TPI, provided that the Permitted Holders beneficially own, directly or indirectly, in the aggregate a lesser percentage of the total voting power of the then outstanding shares of Voting Stock of TPI than such other person. Under such circumstances, Sharp shall be entitled to the severance benefits set forth in Section 4(d) and any benefits granted her in the Company’s Equity Plan.

  • 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:

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

  • Termination on Change of Control By delivering 15 days’ written notice to the Company, the Employee may terminate his employment for Good Reason under this Agreement at any time within one year after a Change in Control.

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