TERMINATION AFTER CORPORATE CHANGES Sample Clauses

TERMINATION AFTER CORPORATE CHANGES. In the event that during the Employment Term:
Sample 1
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TERMINATION AFTER CORPORATE CHANGES. An acquisition of ----------------------------------- the Company during the Term by merger, sale of all or substantially all of the Company's assets, or purchase of 51% or more of the voting stock of the Company, or other reorganization resulting in a change of a majority or more of the ownership of the Company's voting stock shall be deemed to be, and shall be referred to as, a "Change of Control" whether or not such Change of Control was caused or could have been prevented by acts of the Company, and whether or not in each case Executive shall have voted for such Change of Control as a director or shareholder or consented thereto expressly or in writing. If, following a Change of Control Executive shall (i) resign after giving the Company not less than 60 days written notice or (ii) have been terminated, Executive shall be entitled to the greater of (aa) the benefits set forth herein applicable to termination without cause as set forth in Section 7(b) hereof, or (bb) the greatest Base Salary paid to Executive during the Term for the balance of the Term. Notwithstanding the foregoing, in the event that any payment to Executive under this Agreement would be nondeductible by the Company in whole or in part on account of Section 280G of the Internal Revenue Code of 1986, as amended, the amount of such payment shall be reduced (but not below zero) until no portion of such amount would be nondeductible under Section 28OG.
Sample 1

Related to TERMINATION AFTER CORPORATE CHANGES

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur:

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • 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.

  • Compensation After Termination (i) If the Employment Period is terminated pursuant to Executive’s resignation without Good Reason, death or Incapacity, Executive shall only be entitled to receive his/her Base Salary through the date of termination and shall not be entitled to any other salary, bonus, compensation or benefits from the Company or its Subsidiaries, except as may be required by applicable law.

  • 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:

  • Termination Due to Retirement Subject to Section 7 below, in the event of Termination due to Retirement, then (regardless of any subsequent death of the Employee) the Option will continue to vest pursuant to Section 3, and the last date on which the Option may be exercised is the day prior to the Expiration Date.

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • 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 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:

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