Termination In Connection With or Following a Change of Control Sample Clauses

Termination In Connection With or Following a Change of Control. In the event that either (x) the Company terminates Executive’s employment with the Company other than for Cause, death or disability (A) within the thirty (30) day period prior to a Change of Control, or (B) within the period between the Company’s execution of a letter of intent for a proposed Change of Control which proposed Change of Control is later consummated (a “Designated Change of Control”) and the consummation of such Designated Change of Control, or (C) within the twelve (12) month period after a Change of Control, or (y) Executive resigns for Good Reason within twelve (12) months after a Change of Control, then, in addition to the payments set forth in Section 7(a) above, and subject to Section 8 below, Executive shall also be entitled to, less applicable withholdings and deductions:
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Termination In Connection With or Following a Change of Control. In the event that, during the Term, either (x) the Company terminates Executive’s employment with the Company other than for Cause (but not due to death or Disability) (a) within the sixty (60) day period prior to a Change of Control, or (b) within the twelve (12) month period after a Change of Control or (y) Executive terminates his employment with the Company for Good Reason within twelve (12) months after a Change of Control (and pursuant to the notice and cure periods set forth in Section 7(e)), then the Executive shall receive (i) the Severance Benefits and (ii) the COBRA Benefits, and, to the extent the following will not result in a violation of Code Section 409A, shall also be entitled to immediate and full accelerated vesting of all equity awards received by Executive from the Company or its parents that are outstanding as of the effective date of such termination without regard for the vesting schedule set forth in the terms of any applicable plan or arrangement governing such equity awards (provided that any equity awards that are subject to the satisfaction of performance goals shall be deemed earned at not less than target performance). Notwithstanding anything herein to the contrary, the receipt of any severance pay or benefits or acceleration of vesting pursuant to this Section 10 will be subject to Executive signing and not revoking the Release of Claims in accordance with Section 7(g). No severance pursuant to this Section 10 will be paid or provided unless and until the Release of Claims becomes effective and the revocation period has expired, and Executive has not exercised his revocation, in accordance with Section 7(g). The receipt of any severance pay and benefits pursuant to this Section 10 will also be subject to Executive not violating the Confidentiality and Invention Assignment Agreement, returning all Company property, and complying with the Release of Claims. In the event of Executive’s breach of the Confidentiality and Invention Assignment Agreement or the Release of Claims, all remaining severance payments and benefits will immediately cease and all severance payments and benefits that were made will be reimbursed and repaid promptly by Executive to the Company. In the event that Executive becomes entitled to any payments or benefits under this Section 10, Executive shall not receive any payments or benefits under Section 7. In addition, upon a termination described in this Section 10, Executive shall be entitled to receive t...
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Termination In Connection With or Following a Change of Control. In the event that either (x) the Company terminates Executive’s employment with the Company other than for Cause, death or disability (A) within the thirty (30) day period prior to a Change of Control, or
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Termination In Connection With or Following a Change of Control. In the event that Employee's employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within ninety (90) days prior to and twelve (12) months following the effective date of a Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) a severance payment equal to twelve (12) months of the base salary which Employee was receiving immediately prior to the Change of Control, paid in a lump sum within thirty (30) days of the effective date of the Release, defined in Section 5(c) below (the "Release Effective Date"), (ii) continuation of the health insurance benefits provided to Employee for Employee and her eligible dependents immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") or other applicable law through the earlier of twelve (12) months following Employee's termination date or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law, and (iii) each stock option to purchase the Company's Common Stock and all shares of restricted stock granted to Employee over the course of her employment with the Company and held by Employee on the date of termination of employment shall become immediately vested as to 100% of the then unvested options and shares. In addition, Employee will receive payment(s) for all accrued and unpaid salary, bonuses and PTO as of the date of Employee's termination of employment.
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Termination In Connection With or Following a Change of Control. In the event that either (i) the Company terminates Executive’s employment with the Company other than for Cause, death or disability (A) within the thirty (30) day period prior to a Change of Control, or (B) within the period between the Company’s execution of a letter of intent for a proposed Change of Control which proposed Change of Control is later consummated (a “Designated Change of Control”) and the consummation of such Designated Change of Control or (C) within the twelve (12) month period after a Change of Control or (ii) Executive resigns for Good Reason within twelve (12) months after a Change of Control, then the Executive shall receive periodic severance pay computed pursuant to Section 7(a)(i) or 7(a)(ii)(A) and (B) above (as appropriate depending upon the date of such termination), and shall also be entitled to immediate and full accelerated vesting of all shares of stock purchased by Executive pursuant to the terms of the Restricted Stock Purchase Agreement as of the date of termination or resignation without regard for the time-based vesting schedule set forth in Section 2(b) of the Restricted Stock Purchase Agreement, and such shares shall be released from the Repurchase Option, subject to the limitation on the vesting and release of shares set forth in Section 2(c) of the Restricted Stock Purchase Agreement, and subject further to Section 8 of this Agreement.
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Termination In Connection With or Following a Change of Control. In the event that, during the Employment Term, either (i) the Company terminates Executive’s employment with the Company other than for Cause (A) within the sixty (60) day period prior to a Change of Control, or (B) within the twelve (12) month period after a Change of Control, or (ii) Executive resigns for Good Reason within twelve (12) months after a Change of Control, then, subject to Section 8, the Executive shall receive (a) the Severance Benefits, (b) the COBRA Benefits and (c) 1.5 times the amount equal to the annual target bonus opportunity as set forth in Section 3(b) (or such other target bonus opportunity then in effect), with such amount under this clause (c) to be paid in a lump sum within 60 days after the effective date of such termination of employment, and, to the extent the following will not result in a violation of Code Section 409A, shall also be entitled to immediate and full accelerated vesting of all equity awards received by Executive from the Company or its parents that are outstanding as of the effective date of such termination or resignation without regard for the vesting schedule set forth in the terms of any applicable plan or arrangement governing such equity awards (provided that any equity awards that are subject to the satisfaction of performance goals shall be deemed earned at not less than target performance), subject further to Section 8 of this Agreement. All other rights Executive may have to compensation and benefits from the Company or its affiliates, other than as set forth in this Section 7(b) and any Accrued Obligations, shall immediately cease upon the date of such termination or resignation.
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Termination In Connection With or Following a Change of Control. In the event that Employee’s employment is terminated as a result of an involuntary termination other than for Cause (and other than as a result of death or disability as disability is defined for purposes of the Company’s long-term disability policies) or if Employee resigns for Good Reason, as of, immediately prior to or at any time within twelve (12) months following the effective date of a Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) a lump sum severance payment equal to twelve (12) months of the base salary which Employee was receiving immediately prior to the Change of Control plus 100% of Employee’s target annual bonus as in effect immediately prior to the Change of Control, which shall be paid on the date that is sixty (60) days after the effective date of the termination, (ii) continuation of the health insurance benefits provided to Employee for Employee and Employee’s eligible dependents immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law until the earlier of the date twelve (12) months after the effective date of the termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law, and (iii) each stock option to purchase the Company’s common shares (“Common Stock”) and all shares of restricted stock granted to Employee over the course of Employee’s employment with the Company and held by Employee on the date of termination of employment shall become immediately vested as to 100% of the then unvested options and shares. In addition, Employee will receive payment(s) for all accrued and unpaid salary, bonuses and PTO as of the date of Employee’s termination of employment.
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Termination In Connection With or Following a Change of Control 
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Related to Termination In Connection With or Following a Change of Control

  • Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from 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:

  • 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 in Connection with a Change in Control a. For purposes of this Agreement, a “

  • 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:

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Termination Following Change of Control Should Employee at any time within two years of a change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Company (or its successor) other than for "cause" (following a 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 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:

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