Where a Change Sample Clauses

Where a Change of Control occurs in the first year of the Engagement, any options granted to the Consultant, if not vested at the time of the Change of Control, will vest and all vested options will be exercisable thereafter at their stipulated price for a period of six (6) months following the Change of Control, and Starnet will grant to the Consultant 100,000 additional options with an exercise price equal to the lowest exercise price permissible under applicable stock exchange rules, which will vest on the date of grant and all vested options will be exercisable thereafter by the Consultant, for a period of 24 months following the Change of Control.
Sample 1
AutoNDA by SimpleDocs
Where a Change pursuant to Clause 5.1 is to be implemented, ICE Clear shall use reasonable endeavours to support the enhanced or new product features and characteristics of Existing LIFFE Products and New LIFFE Products subject to the Change, provided, however, that if the New LIFFE Products or new/enhanced features and characteristics of Existing LIFFE Products are not Similar to an existing Eligible Product, prior to the implementation of the Change, ICE Clear shall estimate the incremental costs to provide such extended ICE Clear Services (including the cost of hiring or making available appropriate and qualified ICE Clear personnel) and to perform all work requested or required to implement such Change within the proposed timetable for the Change. Any such incremental costs and any additional resources shall be subject to approval by the Joint Operations Committee before work is required.
Sample 1
Where a Change. Control Request submitted by a Party is in respect of a Discretionary Change, the Parties shall, as soon as reasonably practicable thereafter, meet to discuss the terms of the Discretionary Change, including the payment of costs incurred by the Provider associated with the proposed Discretionary Change. For the avoidance of doubt, the Party being requested to implement a Discretionary Change may refuse to implement any Discretionary Change.
Sample 1
Where a Change pursuant to Clause 5.1 is to be implemented, ICE Clear shall use reasonable endeavours to support the enhanced or new product features and characteristics of Existing LIFFE Products and New LIFFE Products subject to the Change, provided, however, that if the New LIFFE Products or new/enhanced features and characteristics of Existing LIFFE Products are not Similar to an existing Eligible Product, prior to the implementation of the Change, ICE Clear shall estimate the incremental costs to provide such extended ICE Clear Services (including the cost of hiring or making available appropriate and qualified ICE Clear personnel) and to perform all work requested or required to implement such Change within the proposed timetable for the Change. Any such incremental costs and any additional resources shall be subject to approval by the Joint Operations Committee before work is required. Confidential Treatment Requested by IntercontinentalExchange, Inc. [****] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Sample 1
Where a Change. Control Request is in respect of a Mandatory Change, the Parties shall, as soon as reasonably practicable thereafter, meet to discuss and agree the terms on which, and the time frame in which, each Party shall implement that Mandatory Change (which shall be within the time frame required to comply with the relevant Regulation, except where it would not be reasonable for each Party to implement such Mandatory Change within such time frame, in which case each Party shall implement such Mandatory Change as soon as reasonably practicable thereafter). The Parties shall work together in good faith to mitigate the consequences of any delay in implementing the Mandatory Change beyond the date required to comply with the Regulation.
Sample 1

Related to Where a Change

  • Major Change (2) For a major change referred to in paragraph (1)(a):

  • Corporate Change Seller shall advise Purchaser in writing of the opening of any new chief executive office, or the closing of any such office, of any Seller Party and of any change in any Seller Party’s name or the places where the books and records pertaining to the Purchased Asset are held not less than fifteen (15) Business Days prior to taking any such action.

  • Change of Control/Change in Management (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the then outstanding voting stock of the Parent;

  • Prior to a Change in Control If the Final Measurement Date occurs prior to a Change in Control, the Award will be settled in shares of Tyson Class A common stock no later than sixty (60) days after the Final Measurement Date; provided, however, that if the 60-day period for execution and non-revocation of a Release pursuant to Section 3.3 above will span two (2) calendar years, then the settlement of the Award will occur as soon as practicable after, but no earlier than, the first (1st) day of the second (2nd) calendar year.

  • Shift Change Where employees are assigned mid-week to work a non-day shift (whether due to emergencies or a shift change) and as a result lose a shift in the regular work week, such employees will be paid six (6) hours for such loss of earnings.

  • Climate Change 1. The Parties recognize that the climate change and its adverse effects are a common concern. In that sense, and under their international commitments, the Parties agree to promote joint measures to limit or reduce the adverse effects of the climate change. 2. For promoting sustainable development, each Party, within its own capacities, shall adopt policies and measures on issues such as: (a) improvement of energy efficiency; (b) research, promotion, development and use of new and renewable energy, technologies of carbon dioxide capture, and updated and innovative environmental technologies that do not affect food security or the conservation of biological diversity; and (c) measures for evaluating the vulnerability and adaptation to climate change.

  • Adverse Change A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired. Insecurity. Lender in good faith believes itself insecure.

  • No Change Since December 31, 2012, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

  • Schedule Change When a change of work schedule is requested by an employee and approved by the Agency, all forms of penalty pay shall be waived by the employee. When a change of work schedule is requested by an employee and approved by the Agency, overtime compensation for that workday, but not for work over forty (40) hours per week, associated with the changed schedule shall be waived.

  • Change in Ownership of a Substantial Portion of the Company’s Assets A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

Time is Money Join Law Insider Premium to draft better contracts faster.