Payment on Change of Control Sample Clauses

Payment on Change of Control. In the event that a Change of Control of the Company occurs while this Note remains outstanding, upon the written consent of the Majority Holders, the Company shall pay to the Holder at the closing of such Change of Control a cash amount equal to three (3) times the outstanding principal amount of such Note, together with all interest accrued thereon. A “Change of Control” means: (i) a merger or consolidation of the Company (or of a subsidiary of the Company) in which outstanding shares of the Company (or of a subsidiary of the Company) are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary and after which the Company’s stockholders own less than 50% of the voting stock of the surviving company (other than a bona fide equity financing or a mere reincorporation transaction), (ii) a sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, (iii) a transfer of more than 50% of the Company’s voting securities to any person or group of persons or (iv) any Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, as amended from time to time. For the avoidance of doubt, if this Note is converted pursuant to Section 2(b), Holder shall not be entitled to any payment pursuant to this Section 3.
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Payment on Change of Control. If prior to the Maturity Date, there is a Change of Control and the Note has not previously been converted, a Holder may elect to have the Note together with any accrued interest repaid in full at that time in cash plus an additional ten percent (10%) on the Principal Amount of the Note.
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Payment on Change of Control. Upon the occurrence of a Change of Control Transaction (as hereinafter defined), at the option of the Holder upon notice to the Company, the Holder may require the Company to pay the full amount outstanding under this Note. “
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Payment on Change of Control. In the event of a Change of Control, the Aggregate Payout shall be disbursed in cash to each Executive in such proportions as they may be allocated in accordance with Section 5.1 not later than the effective date of such Change of Control.
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Payment on Change of Control. If within two years after a "Change in Control" (as defined in Section 2) the Company, the Bank or any other Person (as defined in Section 2) shall terminate the Executive's employment without "Good Cause" (as defined in Section 2) or Executive shall voluntarily terminate such employment with "Good Reason" (as defined in Section 2), then the Company shall, within 30 days after the termination of Executive's employment (the "Payment Due Date"), begin payments of equal pro-rated installments of the Executive's "Salary" (as defined in Section 2), via normal payroll channels, for a period not to exceed 24 months (2 years). If, at any time during the 24 month (2 year) period, the Executive obtains employment, payments will be reduced by the amount of compensation being earned in the new position. As used herein, "termination of employment" shall mean termination of employment with the Company or the Bank or both. Executive shall, following his termination of employment and for a period of two years continue to participate in any benefit plans of the Company or the Bank which provide health (including medical and dental), life, or disability insurance, or similar coverage to the extent permitted by law and the applicable benefit plan; provided that such coverage shall not be furnished if Executive waives coverage by giving written notice of waiver to the Company. The Company agrees that (i) Executive shall not be required to mitigate his damages by seeking other employment or otherwise, and (ii) the Company's obligations under this Section 1 shall not be reduced in any way by reason of any compensation received by Executive from sources other than the Company after the termination of Executive's employment. It is intended that no portion of any payment under this Agreement, or payments to or for the benefit of Executive under any other agreement or plan, be deemed an "Excess Parachute Payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or its successors. It is agreed that the present value of any payments to or for the benefit of Executive in the nature of compensation, as determined by the certified public accountants of the Company in accordance with Section 280G(d)(4) of the Code, the receipt of which is contingent on the Change of Control of the Company, and to which Section 280(G) of the Code applies (in the aggregate "Total Payments"), shall not exceed an amount equal to one dollar less than the maximum amount...
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Payment on Change of Control. All outstanding principal and accrued interest shall be immediately due and payable upon a Change of Control of the Company. For purposes of this this Note, the term “Change of Control” means (i) the sale, transfer or other disposition of all or substantially all of the Company's assets and business; or (ii) the sale, transfer or other disposition of outstanding securities of the Company representing at least Fifty Percent (50%) of the voting power of the Company; or (iii) a merger or consolidation of the Company with or into another entity, such as another limited liability or corporation, except a merger or consolidation in which the owners of the Company's equity securities immediately before such merger or consolidation continue to own securities representing more than Fifty Percent (50%) of the voting power of the Company or the surviving or acquiring entity; or (iv) the liquidation, dissolution or winding up of the Company. It does not mean a change in the corporate form of the Company, e.g., a change from a limited liability company to a corporation, or a change in the jurisdiction of the Company's organization.
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Payment on Change of Control. Upon a Change of Control the Executive shall be entitled to his Accrued Benefit payable in a lump sum assuming the Executive had retired the day before with a 100% Non-Forfeitable Benefit computed as if the Executive had continued working until age 65 with a 5% increase in base salary and bonus in each calendar year until the attainment of age 65. Therefore, the foregoing changes are agreed to. ---------------------------------- ---------------------------------------- For the Bank [Executive]
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Payment on Change of Control. Subject to Section 4.06 hereof, the Holder or the Company may elect to redeem the then outstanding Principal Sum, including any accrued and unpaid interest up to and including the date of redemption in cash.
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Payment on Change of Control 
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Related to Payment on Change of Control

  • Termination on Change of Control 26.12.1 The Supplier shall notify the Authority immediately in writing if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Authority immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Authority may terminate this Framework Agreement by giving notice in writing to the Supplier with immediate effect within six (6) Months of:

  • Upon a Change of Control In the event of the occurrence of a Change in Control while the Executive is employed by the Company:

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • Termination Apart from a Change of Control If the Employee's employment with the Company terminates other than as a result of an Involuntary Termination within the twelve (12) months following a Change of Control, then the Employee shall not be entitled to receive severance or other benefits hereunder, but may be eligible for those benefits (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such termination.

  • Payment on Termination If an employee is terminated after the end of a year of employment, the employee is deemed to have been given any untaken leave from the date of termination and shall be paid for that leave accordingly. The employee shall also be paid for any public holidays falling within the period of leave in addition to payment for the leave. If an employee is terminated before the end of a full year of employment, the employee shall be paid pro-rata annual leave based on the period of service.

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

  • Payment on Early Termination Upon termination pursuant to Section 14 (Early Termination), District shall pay Contractor as follows:

  • Change of Control Termination A termination of Executive’s employment by the Company without Cause, by Executive for Good Reason or by Executive upon the expiration of the Term following the Company’s election not to extend the Term, in any case during a Protected Period following a Change of Control, will entitle Executive to the benefits specified in Section 4.3(c).

  • Repurchase upon Change of Control Upon the occurrence of any Change of Control, each Holder shall have the right to require the repurchase of its Notes by the Company in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the "Payment Date"). A notice of such Change of Control will be mailed within 30 days after any Change of Control occurs to each Holder at its last address as it appears in the Security Register. Notes in original denominations larger than $1,000 may be sold to the Company in part. On and after the Payment Date, interest ceases to accrue on Notes or portions of Notes surrendered for purchase by the Company, unless the Company defaults in the payment of the purchase price.

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