RESULT OF CHANGE OF CONTROL Sample Clauses

RESULT OF CHANGE OF CONTROL. As incentive for Employee to actively pursue the best interests of Employer's stockholders, in the event of a Change of Control (as that term is defined in SECTION 4(B)(VI) of this Agreement), then (i) Employee shall earn a minimum bonus of $100,000, which shall be paid in one lump sum payment within ten business days from the effective date of the Change of Control in the event of a Change of Control, and (ii) any options that were granted to Employee on April 22, 1999 that remain unvested as of the effective date of the Change of Control shall become fully vested and exercisable as of such effective date. In addition, in the event of the termination of Employee's employment pursuant to SECTION 4(B)(VI) above Employee shall continue to receive the greater of (A) his base salary and benefits for the remaining period of this Agreement or (B) $148,500. Such payments will be payable in one lump-sum amount within 10 days of the event of termination.
Sample 1
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RESULT OF CHANGE OF CONTROL. As incentive for Employee to actively pursue the best interests of Employer's stockholders, in the event of a Change of Control (as that term is defined in SECTION 4(B)(VI) of this Agreement), then (i) Employee shall earn the Change of Control Bonus, which shall be paid in one lump sum payment within ten business days from the effective date of the Change of Control in the event of a Change of Control, and (ii) any options held by Employee that remain unvested as of the effective date of the Change of Control shall become fully vested and exercisable as of such effective date. For purposes of this Agreement, the "Change of Control Bonus" shall be based on the value of the transaction resulting in the Change of Control and shall be equal to an amount according to the following schedule: Value of Transaction Change of Control Bonus -------------------- ----------------------- Less than or equal to $13,999,999 $25,000 $14,000,000 - $14,999,999 $31,250 $15,000,000 - $15,999,999 $37,500 $16,000,000 - $16,999,999 $43,750 $17,000,000 - $17,999,999 $50,000 $18,000,000 - $18,999,999 $56,250 $19,000,000 or greater $62,500 The Change of Control Bonus shall be payable in cash, securities, or other consideration in the same proportions as paid in the transaction resulting in the Change of Control. In addition, in the event of the termination of Employee's employment pursuant to Section 4(b)(vi) above Employee shall continue to receive his Base Salary during the Severance Period.
Sample 1
RESULT OF CHANGE OF CONTROL. As incentive for Employee to actively pursue the best interests of Employer’s stockholders, in the event of a Change of Control (as that term is defined in Section 4(b)(vi) of this Agreement), then (i) Employee shall earn the Change in Control Bonus the , which shall be paid in one lump sum payment within ten business days from the effective date of the Change of Control in the event of a Change of Control; and (ii) any options held by Employee that remain unvested as of the effective date of the Change of Control shall become fully vested and exercisable as of such effective date. For purposes of this Agreement, the “Change in Control Bonus” shall be based on the value of the transaction resulting in the Change of Control and, at a minimum, shall be equal to $150,000 plus 1.5% of the transaction value in excess of $26,000,000. In addition, in the event of the termination of Employee’s employment pursuant to Section 4(b)(vi) above Employee shall continue to receive his Base Salary and benefits for a one-year period following the date of termination of Employee’s employment pursuant to this Agreement. Such Base Salary payments will be payable in one lump-sum amount within 10 days of the event of termination. Should Employee become eligible for benefits in connection with a new employer during the one-year period, Employers obligation for benefits shall cease. Finally, Employer shall forgive any balance owed by Employee pursuant to Employer’s funding of Employee’s Group Life Insurance policy.
Sample 1
RESULT OF CHANGE OF CONTROL. As incentive for Employee to actively pursue the best interests of Employer's stockholders, in the event of a Change of Control (as that term is defined in SECTION 4(b)(vi) of this Agreement), then
Sample 1
RESULT OF CHANGE OF CONTROL. As incentive for Employee to actively pursue the best interests of Employer’s stockholders, in the event of a Change of Control (as that term is defined in Section 4(b)(vi) of this Agreement), then (i) Employee shall earn the Change of Control Bonus, which shall be paid in one lump sum payment within ten business days from the effective date of the Change of Control in the event of a Change of Control; and (ii) any options held by Employee that remain unvested as of the effective date of the Change of Control shall become fully vested and exercisable as of such effective date. For purposes of this Agreement, the “Change of ControlBonus” shall be based on the value of the transaction resulting in the Change of Control and, at a minimum, shall be equal to $100,000 plus 1% of the transaction value in excess of $26,000,000. The Change of Control Bonus shall be payable in cash, securities, or other consideration in the same proportions as paid in the transaction resulting in the Change of Control. In addition, in the event of the termination of Employee’s employment pursuant to Section 4(b)(vi) above Employee shall continue to receive his Base Salary during the Severance Period.
Sample 1
RESULT OF CHANGE OF CONTROL. As incentive for Employee to actively pursue the best interests of Employer's stockholders, in the event of a Change of Control (as that term is defined in SECTION 4(B)(VI) of this Agreement), then (i) Employee shall earn a minimum bonus of $100,000, which shall be paid in one lump sum payment within ten business days from the effective date of the Change of Control in the event of a Change of Control; and (ii) any options held by Employee that remain unvested as of the effective date of the Change of Control shall become fully vested and exercisable as of such effective date. In addition, in the event of the termination of Employee's employment pursuant to SECTION 4(B)(VI) above Employee shall continue to receive his Base Salary and benefits for a one-year period following the date of termination of Employee's employment pursuant to this Agreement. Such Base Salary payments will be payable in one lump-sum amount within 10 days of the event of termination. Should Employee become eligible for benefits in connection with a new employer during the one-year period, Employers obligation for benefits shall cease.
Sample 1

Related to RESULT OF CHANGE OF CONTROL

  • Effect of Change of Control Upon a Change of Control, a number of Units shall, upon certification of performance by the Committee, convert into time-based restricted stock units (the “Time-Based Units”) (as may be adjusted in accordance with Section 4.4 of the Plan) calculated based on a performance period from January 1, 2023 through the end of the fiscal quarter immediately preceding the closing date of the transaction giving rise to the Change of Control; and provided further that the Date of Issuance in such case shall be December 31, 2025 subject to either (1) your continued employment through such date or (2) your Retirement, pursuant to Section 2(b)(iii). Upon your termination of employment by Capital One without Cause or for Good Reason (each as defined below), in either case on or prior to the second anniversary of the occurrence of a Change of Control of Capital One and prior to the Date of Issuance with respect to the Time-Based Units, then notwithstanding anything herein to the contrary, all of the Time-Based Units shall vest and the Shares shall be issuable in full without restrictions on transferability immediately upon the occurrence of your termination of employment following such Change of Control (to the extent not previously vested or forfeited as provided herein) and such date shall be the Date of Issuance; provided, however, that if the Time-Based Units are considered deferred compensation under Section 409A of the Code and not exempt from Section 409A of the Code as a short-term deferral or otherwise, and you are a “specified employee,” as defined in and pursuant to Reg. Section 1.409A 1(i) or any successor regulation, on the date of any such termination of employment without Cause or for Good Reason, you will not be entitled to such vesting prior to the earlier of (i) the date which is six months from the date of your “separation from service” (as defined in Reg. Section 1.409A 1(h) or any successor regulation) as a result of such termination and (ii) your death. With respect to any Time-Based Units that have vested, the Shares related thereto shall be issued to you, in settlement of such vested Time-Based Units, on the Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the award, as provided in Section 6 below. All Time-Based Units, including your rights thereto and to the underlying Shares, which do not vest on or before the Date of Issuance, as provided in this Section 2, shall immediately be forfeited as of such Date of Issuance (to the extent not previously forfeited as provided herein).

  • Notice of Change of Control Each occasion that any Change of Control shall occur and such notice shall set forth in reasonable detail the particulars of each such occasion.

  • Effect of Change in Control In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

  • 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.

  • Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

  • Definition of Change of Control For purposes of this Agreement, a “Change of Control” will mean the first to occur of:

  • 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.

  • Definition of Change in Control For purposes of the Agreement, a “Change in Control” shall mean the occurrence of any one of the following events:

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

  • No Change in Control Guarantor shall not permit the occurrence of any direct or indirect Change in Control of Tenant or Guarantor.

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