Acceleration of Options in the Event of a Termination without Cause Following a Change of Control Sample Clauses

Acceleration of Options in the Event of a Termination without Cause Following a Change of Control. In the event of a “Change of Control” (as defined in the CBG Holdings, Inc. 2007 Stock Plan (the “Stock Plan”), but specifically excluding from its definition an Initial Public Offering) of CBG and (i) Executive is terminated without Cause within one year following such Change of Control; or (ii) Executive resigns for Good Reason (as defined below) within one year following such Change of Control; or (iii) the “Acquiror” (as defined in the Stock Plan) does not assume, substitute or replace with substantially equivalent options any “Options” (as defined in the Stock Plan) then held by Executive, CBG agrees that, in addition to the Severance Payments described above, all Options then held by Executive shall immediately vest in full without regard to the vesting provisions set forth in the Stock Plan or the related agreements respecting such Options (the “Option Agreements”), subject to all other terms and conditions thereof (other than any vesting provisions). For the purposes of this Paragraph 7.2 only, Executive shall have “Good Reason” to resign within one year following a Change of Control if, without Executive’s written consent: (i) Company materially reduces Executive’s title or position or an assignment to Executive of operational authority or duties which are materially inconsistent with the usual and customary operational authority and duties of a person in Executive’s position in similarly-situated companies, (ii) Company materially reduces Executive’s base compensation, or (iii) Company requires Executive to relocate to any place outside a fifty (50) mile radius of the Company’s current headquarters. Notwithstanding the foregoing, Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days of the initial existence of the grounds for “Good Reason” and providing Company with a reasonable cure period of thirty (30) days following the date of such notice.
Sample 1
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Related to Acceleration of Options in the Event of a Termination without Cause Following a Change of Control

  • 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:

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from such employment for Good Reason, and, in each case, such termination occurs during the Change of Control Period, then subject to Section 4, Executive will receive the following:

  • 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 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:

  • 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:

  • Acceleration Upon Change in Control This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.

  • 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:

  • 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.

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