Termination Upon Change in Control of the Company Sample Clauses

Termination Upon Change in Control of the Company. (a) In the event the Employee's employment is terminated pursuant to Sections 4.3, 4.4 or 4.6 within 12 months following a Change in Control (as defined below) of the Company, the Company shall make a one-time lump sum severance payment (the "Change in Control Severance Payment") to the Employee in an amount equal to the product of (i) the sum of (A) the annual base salary referred to in Section 3.1 to which the Employee was entitled on the effective date of termination, plus (B) the Severance Bonus Amount for the calendar year in which such termination occurs, multiplied by (ii) three. In such event, the Employee shall not be entitled to the payments to which he would otherwise be entitled pursuant to Section 5.2(b), but shall continue to be entitled to benefits provided by the Company pursuant to and in accordance with Section 5.2(e).
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Termination Upon Change in Control of the Company. (a) In the event the Employee's employment is terminated pursuant to Section 4.4 or by the Company Without Cause within twelve (12) months following a Change in Control (as defined below) of the Company, the Company shall make a one-time lump sum severance payment (the "Change in Control Severance Payment") to the Employee in an amount equal to the amount of compensation due to the Employee under this Agreement for the remainder of the term of this Agreement, if such payment would be greater than the amount otherwise payable to Employee under Section 5.2(b). In such event, the Employee shall not be entitled to the payments to which he would otherwise be entitled pursuant to Section 5.2(b), but shall continue to be entitled to benefits provided by the Company pursuant to and in accordance with Section 5.2(d).
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Termination Upon Change in Control of the Company. (a) In the event the Employee's employment is terminated pursuant to Sections 4.3, 4.4 or 4.6 within 12 months following a Change in Control (as defined below) of the Company, the Company shall make a one-time lump sum severance payment (the "Change in Control Severance Payment") to the Employee in an amount equal to the product of (i) the sum of (A) the annual base salary referred
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Termination Upon Change in Control of the Company. In the event of a Triggering Event that is a Change in Control of the Company, each outstanding Option granted hereby shall be canceled in exchange for (a) a payment for each Vested Option equal to the excess of the per share acquisition price over the exercise price of such Vested Option payable in cash or in such other form of non-cash consideration as received by the holders of shares of common stock in the transaction, as determined by the Board, or (b) if determined by the Committee, an equivalent option with respect to the common stock of the acquiror.
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Termination Upon Change in Control of the Company 
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Related to Termination Upon Change in Control of the Company

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • 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.

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:

  • Acceleration Upon Change in Control This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • Change of Control of the Company A "Change of Control of the Company" shall mean the occurrence of any of the following events:

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Acceleration Upon Change of Control In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandi.

  • CHANGE IN CONTROL OF THE CORPORATION Change in Control of the Corporation" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

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