Good Reason Following a Change of Control definition

Good Reason Following a Change of Control means any of the following conditions, which condition(s) remain in effect 60 days after written notice from you to the Chief Executive Officer of said condition(s):
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Good Reason Following a Change of Control means any of the following conditions:
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Good Reason Following a Change of Control means and includes the actions by the Company set out in Section 1(b) (i)-(iv) above as well as the following additional actions, one or more of which takes place within one year after a Change of Control (as defined below) or within the period which begins six months prior to the first public comment by the Company regarding such Change of Control and ends upon a Change of Control:
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Examples of Good Reason Following a Change of Control in a sentence

  • In the event that you voluntarily resign from your employment with the Company (other than for Good Reason or Good Reason Following a Change of Control as defined in Paragraphs 5(d) and 6(b)), or in the event that your employment terminates as a result of your death, you will be entitled to no compensation or benefits from the Company other than those earned under Paragraph 3 through the date of termination.

  • This dilemma that women are caught in has best been described by the U.S. Supreme Court in the law case Hopkins vs.

  • Following a Change of Control or by the Executive for Good Reason Following a Change of Control.

  • If you resign from your employment with the Company for Good Reason (as defined in this paragraph), and such resignation does not qualify as a Resignation for Good Reason Following a Change of Control as set forth in subparagraph (e) below, and you sign a general release of known and unknown claims in a form satisfactory to the Company, you shall receive the severance benefits described in Paragraph 5(c).

  • Company Without Cause or by the Executive for Good Reason Following a Change of Control.

  • Amounts payable if Named Executive Officer is terminated without just cause as described under " Termination by the Corporation without Just Cause" or resigns after change of control of the Corporation as described under "Resignation by the Executive for Good Reason Following a Change of Control".

  • Resignation by the Executive for Good Reason Following a Change of Control In the event of a change of control of the Corporation, and within 12 months of the change of control, there is an event or series of events that constitute "good reason", the Named Executive Officer may, following the event or series of events that constitute good reason, elect to terminate the Named Executive Officer's employment upon 30 days advance notice.

  • If you resign from your employment with the Company for Good Reason (as defined in this paragraph), and such resignation does not qualify as a Resignation for Good Reason Following a Change of Control as set forth in subparagraph (e) below, and you sign a general release of known and unknown claims in a form satisfactory to the Company, and you fully comply with your obligations under Paragraphs 7, 8, and 10, you shall receive the severance benefits described in Paragraph 5(c).

  • Mr. Rathbunʼs severance benefits in the event of a Termination without Cause or for Good Reason Following a Change of Control have been reduced by $145,213 as he was determined to be over the excise tax limit.

  • Without Cause or by the Executive ------------------------------------------------------------------- for Good Reason Following a Change of Control.

Related to Good Reason Following a Change of Control

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Change of Control Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • Change in Control Date means the date on which a Change in Control occurs.

  • Change of Control Date means the date on which a Change of Control occurs.

  • Change of Control means the occurrence of any of the following events:

  • Constructive Termination means:

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Voluntary Termination for Good Reason means that the Executive voluntarily terminates his employment after any of the following are undertaken without Executive’s express written consent:

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:

  • Change in Control means the occurrence of any of the following events:

  • Good Reason means:

  • Change in Control Transaction means the occurrence of any of the following events:

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • 409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • CIC Qualifying Termination means a Separation (A) within twelve (12) months following a Change in Control or (B) within three (3) months preceding a Change in Control (but as to part (B), only if the Separation occurs after a Potential Change in Control) resulting, in either case (A) or (B), from (i) the Company terminating the Executive’s employment for any reason other than Cause or (ii) the Executive resigning his or her employment for Good Reason. A termination or resignation due to the Executive’s death or disability shall not constitute a CIC Qualifying Termination. A “Potential Change in Control” means the date of execution of a legally binding and definitive agreement for a corporate transaction which, if consummated, would constitute the applicable Change in Control (which for the avoidance of doubt, would include, for example, a merger agreement, but not a term sheet for a merger agreement). In the case of a termination following a Potential Change in Control and before a Change in Control, solely for purposes of benefits under this Agreement, the date of Separation will be deemed the date the Change in Control is consummated.