Assignment; Severance Upon Change of Control Sample Clauses

Assignment; Severance Upon Change of Control. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company, and the Company shall be obligated to require a successor (whether by stock transfer or the transfer or sale of all or substantially all of the Company's assets) (the "Successor") to expressly assume its obligation hereunder. In the absence of such assumption (a "Non-Assumption"), or if following a Change of Control, this Agreement is terminated by the Executive with Good Reason or by the Successor without Cause during the twelve (12) month period following the Change of Control, the Company shall pay and provide to the Executive (i) the amount and benefits which would have been payable and/or provided to the Executive had the Executive been terminated by the Company without Cause, as set forth in Section 5(a), however the period of time set forth in Section 6(a) shall be extended to twelve (12) months, and (ii) the amount equal to the Annual Bonus for the period ending December 31 in which (a) a Non-Assumption occurs or (b) this Agreement is terminated by the Executive with Good Reason or by the Successor without Cause during the twelve (12) month period following a Change of Control. This Agreement shall inure to the benefit of and be enforceable by the Executive or his legal representatives, executors, administrators, successors, heirs, distributes, devises and legatees. The Executive may not assign any of his duties, responsibilities, obligations or positions hereunder to any person; any such purported assignment by him shall be void and of no force and effect.
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Assignment; Severance Upon Change of Control. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company, and the Company shall be obligated to require a successor (whether by stock transfer or the transfer or sale of all or substantially all of the Company’s assets) (the “Successor”) to expressly assume its obligation hereunder. In the absence of such assumption, or if following a Change of Control, this Agreement is terminated by the Executive with Good Reason or by the Successor without Cause during the twelve (12) month period following the Change of Control, the Company shall pay and provide to the Executive the amount and benefits which would have been payable and/or provided to the Executive had the Executive been terminated by the Company without Cause, as set forth in Section 5(a), however the period of time set forth in Section 6(a) shall be extended to twelve (12) months. This Agreement shall inure to the benefit of and be enforceable by the Executive or his legal representatives, executors, administrators, successors, heirs, distributes, devises and legatees. The Executive may not assign any of his duties, responsibilities, obligations or positions hereunder to any person; any such purported assignment by him shall be void and of no force and effect.
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Related to Assignment; Severance Upon Change of Control

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • 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.

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • 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:

  • Termination on Change of Control and Insolvency 36.1 The Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: -

  • Acceleration Upon Change of Control In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandi.

  • 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 Upon or Following a Change of Control (a) A Change of Control of the Company ("Change of Control") shall be deemed to have occurred upon the happening of any of the following events:

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