Termination Upon Change Sample Clauses

Termination Upon Change. In Control If within a two year period ---------------------------------- following any Change in Control there occurs:
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Termination Upon Change of Control shall mean a Termination Other Than For Cause by the Company within one hundred eighty (180) days following or ninety (90) days prior to a change in control as hereinafter defined or as termination by the Employee (other than under the threat of Termination for Cause) during the period from the ninetieth (90th) day to the one hundred eightieth (180th) day following a Change in Control. Change in Control shall mean the date of which the Company first determines that any of the following has occurred.
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Termination Upon Change. 15 (d) Notification by Columbia.........................................................................15 i 4 (e) Breakup Fee......................................................................................15
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Termination Upon Change. If Columbia, the Board of Directors of Columbia or any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to AHL or AH Acquisition, the approval or recommendation by Columbia, the Board of Directors of Columbia or any such committee of this Agreement or the Merger or take any action having such effect, or (ii) approve or recommend, or propose to approve or recommend, any Columbia Takeover Proposal, AHL and AH Acquisition may terminate this Agreement.
Sample 1
Termination Upon Change. If Tenere, the Board of Directors of Tenere or any committee thereof shall (i) withdraw or modify the approval or recommendation by Tenere, the Board of Directors of Tenere or any such committee of this Agreement or the Merger or take any action having such effect, or (ii) announce, approve or recommend any Tenere Takeover Proposal, FPIC may terminate this Agreement.
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Termination Upon Change. 13 (d) Notification by Target...............................................14 (e) Breakup Fee Payable by Target........................................14 (f) Termination Fee Payable by Parent....................................14 (g) Termination Fee Payable by Target....................................15
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Termination Upon Change. If Target, the Board of Directors of Target or any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Acquisition, the approval or recommendation by Target, the Board of Directors of Target or any such committee of this Agreement or the Merger or take any action having such effect, (ii) approve or recommend, or propose to approve or recommend, any Target Takeover Proposal, or (iii) otherwise breach the provisions of Section 3.4(a) or (b), Parent and Acquisition may terminate this Agreement.
Sample 1
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Related to Termination Upon Change

  • 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 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:

  • 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 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.

  • 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.

  • Action Upon Termination (a) From and after the effective date of termination of this Agreement, pursuant to Sections 13, 14, or 15 of this Agreement, the Manager shall not be entitled to compensation for further services under this Agreement, but shall be paid all compensation accruing to the date of termination and, if terminated pursuant to Section 13 or Section 15(b), the applicable Termination Fee. Upon such termination, the Manager shall forthwith:

  • Termination Upon Breach Either the Corporation or the Consultant may terminate this Agreement in the event of the breach of any of the material terms or provisions of this Agreement by the other party, which breach is not cured within 10 business days after notice of the same is given to the party alleged to be in breach by the other party.

  • Resignation upon Termination Effective as of any Date of Termination under this Section 7 or otherwise as of the date of Executive's termination of employment with the Company, Executive shall resign, in writing, from all Board memberships and other positions then held by him with the Company and its Affiliates.

  • Acceleration Upon a Change of Control Subject to any additional acceleration of exercisability described in Sections 4(b), (c) and (d) below, in connection with a Change of Control (as defined in Section 1 above), the vesting and exercisability of fifty percent (50%) of Executive’s outstanding Stock Awards shall be automatically accelerated. The foregoing provision is hereby deemed to be a part of each such Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

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