Termination Upon Acquisition Clause Samples

Termination Upon Acquisition. Novellus may terminate this Agreement if Neah undergoes a change of control, including, without limitation, through the sale of all or substantially all of Neah's assets, the sale of fifty percent (50%) of the outstanding voting securities of Neah, or the reorganization, consolidation or merger of Neah where the holders of Neah's securities before the transaction beneficially own less than fifty percent (50%) of the outstanding voting securities of the surviving entity after the transaction, provided that the acquirer is (a) a competitor of Novellus, as reasonably determined by Novellus, or (b) a semiconductor equipment manufacturer.

Termination Upon Acquisition. If the Company (or substantially all of its assets) should be acquired during the Term or any Additional Term, then this Agreement will terminate upon the effective date of the acquisition.

Termination Upon Acquisition. If the Company or a significant portion thereof is sold or merged or undergoes a change of control transaction prior to the Expiration Date, this Agreement shall automatically terminate as of the date of the completion of the transaction at issue. In such an event, the Company shall be obligated to pay Executive any remaining base salary, as specified in Section 3 of this agreement. This payment will be made in a single lump sum, subject to all payroll deductions as required by law. In the event that the company is acquired by Roxio, Inc. this Agreement will automatically terminate once the transaction is approved by the shareholders and the Company shall be obligated to pay Executive his base salary, prorated to the effective date of termination only.

Termination Upon Acquisition. Replace Section 10.1 with the following: If substantially all of the business or assets of Clar▇ ▇▇▇erial Handling Company is sold to, acquired by or merged into another entity or person and the acquiring or other entity or person elects not to adopt or continue this Agreement, Clar▇, ▇▇e acquiring or other entity or person, may terminate this Agreement within one year following such acquisition if a) the merger, acquisition or sale is completed, and b) there has been a minimum of one year's written notification, prior to the effective date of termination, to ISSC and Any termination charge will be prorated for the month of termination.

Termination Upon Acquisition. If at any time the Executive’s employment by the Bank is terminated or not continued as the result of an acquisition of substantially all of the Bank’s assets or stock (or the stock of the company holding the Bank’s stock), the Bank shall pay Executive an amount equal to two years of the Executive’s then base salary and pay for up to twelve months of job placement services. 1) Payment to Executive will be made on a monthly basis, without interest, during the two years following termination. At the election of the Bank, payment may be made in a lump sum or otherwise prepaid. Such payments shall not be reduced in the event Executive obtains other employment following the termination of employment by the Bank. 2) If the Bank is not in compliance with its minimum capital requirements or if the payments required under subparagraph (1) above would cause the Bank’s capital to be reduced below its minimum capital requirements, such payments shall be deferred until such time as the Bank is in capital compliance. 3) Such payments and paid job placement services shall immediately cease upon Executive’s violation of the restrictions in Section 3 and/or 7(a) of this Agreement.

Termination Upon Acquisition. Notwithstanding the foregoing, in the event of an Acquisition Transaction, the Company may cause this Warrant to expire and terminate at the consummation of the Acquisition Transaction (the "Acquisition Closing") provided that it will notify the Registered Holder of the proposed Acquisition Transaction at least 30 days prior to the Closing such that the Registered Holder will be given the opportunity to exercise this Warrant prior to or at the Acquisition Closing (and such exercise may be conditioned upon the occurrence of the Acquisition Closing). The term "Acquisition Transaction" means (a) the sale of all or substantially all of the assets of the Company to any person or entity that, prior to such sale, did not control, was not under common control with, or was not controlled by, the Company, or (b) a merger or consolidation or other reorganization in which the Company is not the surviving entity or becomes owned entirely by another entity, unless at least fifty percent (50%) of the outstanding voting securities of the surviving or parent entity, as the case may be, immediately following such transaction are beneficially held by such persons and entities in the same proportions as such persons and entities beneficially held the outstanding voting securities of the Company immediately prior to such transaction.

Termination Upon Acquisition. If all or substantially all of the assets of Comdata are acquired by another entity which is not an Affiliate of Comdata or a change in control (as defined in the definition of Affiliate) occurs, and the new owner or owners elect not to continue this Agreement, Comdata may, within not more than 120 days after such acquisition, provide written notice of termination to ISSC. In such event, ISSC will provide Comdata termination assistance in accordance with Section 6.7, and Comdata will be obligated to pay the applicable prorated Termination Charge listed in the Supplement.

Termination Upon Acquisition. Replace Section 10.1 with the following: If substantially all of the business or assets of Clar▇ ▇▇terial Handling Company is sold to, acquired by or merged into another entity or person and the acquiring or other entity or person elects not to adopt or continue this Agreement, Clar▇, ▇he acquiring or other entity or person, may terminate this Agreement within one year following such acquisition if a) the merger, acquisition or sale is completed, and b) there has been a minimum of one year's written notification prior to the effective date of termination to ISSC and c) Clar▇ ▇▇▇s the termination charges to ISSC specified under Termination Upon Acquisition in the Supplement. Any termination charge will be prorated for the month of termination.