Change of Control of the Company. 93A) The Secretary of State may at any time by notice in writing, subject to clause 93C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:
Change of Control of the Company. A "Change of Control of the Company" shall mean the occurrence of any of the following events:
Change of Control of the Company. 13.1 In this section the term "
Change of Control of the Company. In the event of a Change of Control, unless otherwise determined by the Committee in writing at or after the Grant Date, but prior to the occurrence of such Change of Control, the restrictions with respect to the Restricted Stock shall lapse and such shares shall be deemed fully vested and nonforfeitable.
Change of Control of the Company. No benefits will be payable under the terms of this Agreement unless a Change of Control of the Company has occurred. A "Change of Control" shall be deemed to have occurred if:
Change of Control of the Company. If, prior to March 6, 2000, there is a Company Change of Control and on the effective date of such Company Change of Control (the "Effective Date") the Executive is a regular full-time employee of the Company (and has been so employed continuously since the date of this agreement), then the Company shall pay to the Executive within twenty (20) days after the Effective Date an amount equal to the product of (a) the number of Appreciation Units set forth in Paragraph 1 multiplied by (b) the positive difference, if any, resulting from the subtraction of (I) $3.0625 from (II) the lesser of (i) the Average Price or (ii) $9.0625. If there is no positive difference resulting from the subtraction referred to in the preceding sentence, then no payment shall be due or made to the Executive under this Paragraph 5. For purposes of this Paragraph 5, "Average Price" means the arithmetic average of the closing prices of the Common Stock of Holdings on the American Stock Exchange on the twenty (20) most recent trading days prior to the Effective Date on which the Common Stock of Holdings was traded on such Exchange; provided, that if there are fewer than twenty (20) trading days between the date of the first public announcement of a proposed Company Change of Control (the "Announcement Date") and the Effective Date, then only the trading days following the Announcement Date shall be taken into account for purposes of determining the Average Price; provided, further, that if the Effective Date occurs on or before the Announcement Date, then the Average Price shall be the fair market value of the consideration received or to be received by Holdings or the stockholders of Holdings, as the case may be, in connection with or by reason of the transaction resulting or which will result in the Company Change of Control, in either case determined on a per share basis with respect to the shares of Common Stock of Holdings then outstanding (including, to the extent applicable, shares of Common Stock issuable upon the exercise of outstanding options to purchase shares of the Common Stock of Holdings); and provided further, that if the company Change of Control involves an issuer tender offer or other "going private" transaction, then the Average Price shall be the amount per outstanding share of Common Stock of Holdings paid or to be paid by the purchaser in such issuer tender offer or other "going private" transaction. If the Common Stock of Holdings is not listed on the American St...
Change of Control of the Company. Without limiting the generality of (a) above, in the event that there is a Change of Control of the Company, if it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Executive the benefits provided or intended to be provided to Executive hereunder, the Company irrevocably authorizes Executive from time to time to retain counsel of Executive's choice, at the expense of the Company as hereafter provided, to advise and represent Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive's entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship will exist between Executive and such counsel. Without respect to whether Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys' and related fees and expenses incurred by Executive in connection with any of the foregoing.
Change of Control of the Company. In the event of a Change of Control, the entire Award may vest immediately. The specific provisions regarding circumstances in which full vesting would occur are set forth in Exhibit B.
Change of Control of the Company. Any change in control of the -------------------------------- Company which includes any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange, or cancellation of outstanding shares of Common Stock), any acquisition of at least a majority of the Voting Stock of the Company or any sale or transfer of all or substantially all of the business or assets of the Company (a "Change of Control"), or Xxxxxx'x receipt of written notice from the Company that a Change of Control will occur as described in Section 9.11.
Change of Control of the Company. In the event of a Change of Control, the Committee may take whatever action with respect to the Restricted Stock it deems necessary or desirable, including, without limitation, removing any restrictions or imposing any additional restrictions on such Restricted Stock.
