Common use of Upon Change of Control Clause in Contracts

Upon Change of Control. If Executive’s Employment is terminated by the Company or its successor within ninety (90) days of a Change of Control (as defined below), the Executive shall be entitled to receive the Severance Payment and the Executive will not be entitled to receive payment of any other severance benefits or other amounts by reason of the termination, and the Executive’s right to all other benefits will terminate, except as required by any applicable law. As used herein, the term “Change of Control” means the occurrence of any one or more of the following events (it being agreed that a “Change of Control” shall not be deemed to have occurred if the applicable third party acquiring party is an “affiliate” of the Company within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended): (A) an acquisition (whether directly from the Company or otherwise) of any voting securities of the Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) or more than one Person acting as a group, immediately after which such Person or group has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 1000 Xxx) of fifty percent (50%) or more of the combined voting power or fair market value of the Company’s then outstanding Voting Securities; or (B) the consummation by the Company of (1) a merger, consolidation or reorganization involving the Company where the event described in clause (A) above would result; (2) a liquidation or dissolution of or appointment of a receiver, rehabilitator, conservator or similar person for, or the filing by a third party of an involuntary bankruptcy against, the Company; or (3) the conummation of the sale or other disposition of all or substantially all of the assets of the Company to any Person or more than one Person acting as a group (other than a transfer to a subsidiary of the Company).