Change of Control Fee. A. Notwithstanding the provisions in any equity, phantom stock or stock appreciation rights plan or award agreement to the contrary, any equity or stock price based awards (including phantom stock units and stock appreciation rights) previously granted to the Executive will become fully vested and exercisable and all restrictions on restricted awards will lapse upon any Change of Control (as defined below), regardless of whether Executive remains employed by the Company or its successor following the Change of Control.
Change of Control Fee. In certain agreements, Harvard may negotiate a Change of Control fee.}
Change of Control Fee. (i) In the event of a Change of Control Transaction during the Initial Term, any Automatic Renewal Term or the period from and including the Termination Date until the date that is the three (3) month anniversary of the Termination Date, the Company shall pay a fee in an amount equal to one percent (1.0%) of the aggregate Consideration in connection with the Change of Control Transaction (the “Change of Control Transaction Fee”). Any Change of Control Transaction Fee shall be payable at the closing of the Change of Control Transaction to which such Change of Control Transaction Fee relates. The term “
Change of Control Fee. Upon a Change of Control, the Company shall pay, on or prior to the consummation of the Change of Control, the Change of Control Fee set forth in (and as defined in) the Change of Control Fee Letter.
Change of Control Fee. [****] payable as provided in section 12.5 of the Terms and Conditions.
Change of Control Fee. Within [***] following (a) the first Change of Control of Company and (b) the first Change of Control of each Affiliated Sublicensee, Company shall report such Change of Control to MIT in writing and Company shall pay to MIT the cash equivalent of the lesser of: (i) [***] or (ii) [***]. Should this calculation yield a value less than [***], this payment shall be set to [***]. Notwithstanding the foregoing, if the Change of Control is not the result of an arms’ length transaction with an unaffiliated third party then the consideration received by Company for such Change of Control shall be calculated [***]. Where a Change of Control of an Affiliated Sublicensee is followed by a Change of Control of Company, the fee [***].
Change of Control Fee. A. Notwithstanding the provisions in any equity, phantom stock or stock appreciation rights plan or award agreement to the contrary, any equity or stock price based awards (including phantom stock units and stock appreciation rights) previously granted to the Executive will become fully vested and exercisable and all restrictions on restricted awards will lapse upon any Change of Control (as defined below), regardless of whether Employee remains employed by the Company or its successor following the Change of Control.
Change of Control Fee. [15] Licensee shall pay to the University a fee of $ upon a Change of Control under Section 12.6 of the General Terms [15]Amount of fee can be negotiated. This provision is especially important in the case of start-up companies as licensee, because their business model often assumes they will be acquired by a third party. University may also consider including that the license is terminated in the event of a change of control.
Change of Control Fee. In the event of Licensee Change of Control, Licensee will pay to Salk […***…] of any payments and consideration that Licensee receives in consideration of the Change of Control, whether paid upon execution of the Change of Control or at any time thereafter. Payments to Salk shall be made within […***…] days upon receipt of payment by Licensee. For the avoidance of doubt, any Change of Control payment is separate and distinct from Salk’s rights and consideration as a holder of Common Stock as provided in Section 4.1 of this Agreement. For clarity any sale, transfer or other disposition to a single person or group of all the Licensee’s assets and/or business that relate to both this Agreement and the FGF Agreement shall not be subject to the Change of Control Fee in accordance with this Section 4.7.
Change of Control Fee a. If within 24 months following a Change of Control of the Company, the Executive terminates his employment with the Company with Good Reason, or the Company terminates the Executive’s employment without Cause, provided Executive complies with the release requirements of Section 7(F), the Executive will be entitled to a (1) cash payment equal to the sum of (i) two (2) times the Executive’s current Base Salary as of the date of the Change of Control, and (ii) four (4) times the maximum cash bonus that the Executive could have earned in the year of the Change of Control (collectively, the “Cash Payments”) and (2) except as otherwise provided in an award agreement, any equity or stock based awards previously granted to the Executive will become fully vested and exercisable and all restrictions on restricted awards will lapse. The Cash Payments shall be made in a single lump sum payment within 60 days of the date of the Executive’s Separation from Service. To the extent that any disputes arise involving the terms and conditions of this Agreement (or the termination of the Executive’s employment) following a Change of Control, the Executive shall be entitled to reimbursement by the Company for his reasonable attorneys’ fees and other legal fees and expenses incurred in connection with contesting or disputing any such termination or seeking to obtain or enforce any right or benefit provided for under this Agreement. Any such fees and expenses shall be reimbursed by the Company as they are incurred. All reimbursements will be made no later than December 31 of the calendar year following the calendar year in which the expense was incurred. The amounts reimbursed in one taxable year will not affect the amounts eligible for reimbursement by Company in a different taxable year. Executive may not elect to receive cash or any other benefit in lieu of the reimbursement of legal fees and expenses provided by this Section 8(B). If Executive is entitled to a payment pursuant to this Section 8, the Executive shall be ineligible for any payment due pursuant to Section 7.
