Resignation for Good Reason Upon a Change in Control definition

Resignation for Good Reason Upon a Change in Control shall occur in the event the Executive resigns from his employment because the occurrence of any of the following “Events” without Executive’s prior written consent during the one-year period beginning on the effective date of a Change in Control and provided Executive provides notice specified below:
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Resignation for Good Reason Upon a Change in Control shall occur 30 days after the receipt by the Company of Executive’s notice specified below, if any of the following “Events” occur without Executive’s prior written consent during the one-year period beginning on the effective date of a Change in Control and if the Company has not cured such Event within the 30 day period following the Executive’s notice:
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Resignation for Good Reason Upon a Change in Control has the meaning provided for within the Executive Agreement
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Examples of Resignation for Good Reason Upon a Change in Control in a sentence

  • If Executive's employment is terminated at any time prior to a Change in Control for any reason that does not constitute Cause, Executive shall be entitled to receive the following, subject to Section 8 hereof; provided, however that if such termination constitutes an Involuntary Termination Upon a Change in Control or a Resignation for Good Reason Upon a Change in Control, Executive shall instead be entitled to the Change in Control Benefits described in Section 5.a of this Agreement.

  • Most significant impacts of measures taken in response to the COVID-19 outbreak on the rule of law and human rights protectionThe Ombudsman and his Council proposed that the authorities assess the COVID-19 measures to make sure they are compatible with human rights standards and the principles of proportionality and necessity, and to appoint focal points in the Government and at the ministries for this purpose.

  • Notwithstanding anything to the contrary in this Agreement, provisions herein shall survive the termination of Executive's employment due to an Involuntary Termination Upon a Change in Control or a Resignation for Good Reason Upon a Change in Control or, other expiration or termination of this Agreement, if so provided herein or if necessary or desirable to fully accomplish the purposes of such provisions, including the obligations and rights contained in Sections 4 through 19 hereof.

  • If Executive’s employment is terminated by the Company at any time prior to a Change in Control for any reason that does not constitute Cause, Executive shall be entitled to receive the following, subject to Section 8 hereof; provided, however that if such termination constitutes an Involuntary Termination Upon a Change in Control or a Resignation for Good Reason Upon a Change in Control, Executive shall instead be entitled to the Change in Control Benefits described in Section 5.a of this Agreement.

Related to Resignation for Good Reason Upon a Change in Control

  • 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).

  • Resignation for Good Reason means Executive’s resignation from all employee positions Executive then holds with the Company within sixty (60) days following any of the following events taken without Executive’s consent, provided Executive has given the Company written notice of such event within thirty (30) days after the first occurrence of such event and the Company has not cured such event within thirty (30) days thereafter:

  • 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:

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • 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:

  • 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.

  • Notice of Termination for Good Reason shall have the meaning set forth in Section 1(t).

  • Termination for Cause or "Cause" shall mean personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), or final cease and desist order, or any material breach of this Agreement, in such case as measured against standards generally prevailing at the relevant time in the savings and community banking industry. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Bank or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Bank. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

  • 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.

  • 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:

  • Good Reason means:

  • Constructive Termination means:

  • 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.

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

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

  • Termination for Just Cause means termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement.

  • 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.

  • 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”).

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

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

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

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

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

  • For Good Reason as defined in Section 6.4.

  • Involuntary Termination of Employment means any termination of Executive's employment by the Company and its subsidiaries, other than a termination for Cause or due to death or Disability.