Change of Control of the Employer Sample Clauses

Change of Control of the Employer. In addition to the Severance Pay and Other Severance Benefits provided for in Paragraphs A and B, immediately above, in the event of a "change of control" of LCA and either the Employee's (a) involuntary termination or (b) "voluntary termination for good cause in anticipation of, during or after a change of control";
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Change of Control of the Employer. “Change of Control” of the Bank shall mean a change in control of Republic Bancorp, Inc. (“Parent”) or the Bank which shall mean (i) an event or series of events which have the effect of any “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, becoming the “beneficial owner” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Parent or the Bank representing a greater percentage of the combined voting power of the Parent’s or Bank’s then outstanding stock, than the Xxxxxx Family Members as a group; (ii) an event or series of events which have the effect of decreasing the Xxxxxx Family Members’ percentage ownership of the combined voting power of the Parent’s or Bank’s then outstanding stock to less than 25%; or (iii) the business of the Parent or Bank is disposed of pursuant to a partial or complete liquidation, sale of assets, or otherwise. A Change of Control shall also be deemed to occur if (i) the Parent or Bank enters into an agreement, the consummation of which would result in the occurrence of a Change of Control, (ii) any person (including the Parent ) publicly announces an intention to take or to consider taking actions which have consummated would constitute a Change of Control, (iii) the Board of either Parent of Bank adopts a resolution to the effect that a potential Change of Control for purposes of the Parent’s then-current Stock Incentive Plan has occurred. For purposes of this paragraph, “Xxxxxx Family Member” shall mean Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxx and any of their lineal descendants, and any corporation, partnership, limited liability company or trust the majority owners or beneficiaries of which are directly or indirectly through another entity, Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxx, or one or more of their lineal descendants, including specifically but without limitation, The Jaytee Properties Limited Partnership and Teebank Family Limited Partnership.
Sample 1
Change of Control of the Employer. In the event of a change of control of the Employer and either the Employee's (a) involuntary termination by the Employer or (b) voluntary termination for good cause after a change of control, then the Employee shall be entitled to receive a lump sum payment from the Employer of an amount equal to two times (i) Employee's Annual base salary in effect at the date of termination plus (ii) Employee's base bonus for Employee's grade as of the date of termination as set forth in Employer's policy statement on the Management Incentive Bonus Program. For purposes of this Article 9 "voluntary termination for good cause after a change of control" shall include within the six month time period after a change of control, a change in title or working responsibilities. For purposes of this Article 9, "change of control" is the occurrence of one or more of the following events: (i) any person or entity, together with all associates of such person or entity, becomes the beneficial owner of 30% or more of the Employer's outstanding common stock, except where such person or entity is bound by the terms of a standstill agreement under which the parties cannot acquire more than 30% of the outstanding common stock or (ii) during any two year period, directors serving at the beginning of such period cease for any reason to constitute a majority of the directors serving, unless the election of at least 75% of the new directors was approved by at least 75% of the directors in office at the time of election.
Sample 1

Related to Change of Control of the Employer

  • Change of Control of the Company A "Change of Control of the Company" shall mean the occurrence of any of the following events:

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:

  • 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:

  • Change of Control/Change in Management (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the then outstanding voting stock of the Parent;

  • Change in Effective Control of the Company A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

  • Termination for Change of Control At Sharp’s option, Sharp may terminate her employment within 90 days following a “Change of Control” which occurs during the term of this Agreement. For purposes of this Agreement, “Change of Control” shall mean any of the following: (i) Texas Petrochemicals, Inc., a Delaware corporation (“TPI”) is dissolved or is liquidated; (ii) TPI sells, leases or exchanges all or substantially all of its assets to any other person or entity; or (iii) any “person” (as that term is used in Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), other than one or more of the persons who hold, beneficially and of record, shares of voting stock of TPI on January 8, 2007 (the “Permitted Holders”), is or becomes a beneficial owner (as defined in Rule 13c-3 and 13c-5 under the Securities Exchange Act of 1934, as amended, except that a person will be deemed to be a “beneficial owner” of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the total voting power of the then outstanding shares of Voting Stock of TPI, provided that the Permitted Holders beneficially own, directly or indirectly, in the aggregate a lesser percentage of the total voting power of the then outstanding shares of Voting Stock of TPI than such other person. Under such circumstances, Sharp shall be entitled to the severance benefits set forth in Section 4(d) and any benefits granted her in the Company’s Equity Plan.

  • CHANGE IN CONTROL OF THE CORPORATION Change in Control of the Corporation" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • 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:

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