Upon Change of Control. If the Company proposes to sell substantially all of its assets or to be a party to any merger, consolidation or corporate reorganization, or if any other person or entity makes a tender or exchange offer for stock of the Company, and as a result of any such transaction the stockholders of the Company immediately prior to the consummation thereof would own 50.1% or less of the equity or voting power of the surviving, resulting or purchasing corporation that is outstanding immediately following the consummation thereof, then 100% of the Option shares will become vested and immediately available for purchase by Optionee, and Optionee will be entitled to receive, for the aggregate exercise price payable upon exercise of this Option, in lieu of the Common Stock otherwise issuable to him upon exercise of this Option, the same kind and amount of securities or assets as may be distributable upon such sale, merger, consolidation or corporate reorganization, to a holder of the number of shares of Common Stock of the company into which this Option is convertible immediately prior to the date of such transactions.
Upon Change of Control. Either BioMarin or Genzyme may terminate this Agreement in the event that the other Party is a party to a transaction involving (a) a merger or consolidation in which such Party is not the surviving entity or (b) the sale of all or substantially all of the assets of such Party to a Third Party. Termination of this Agreement pursuant to this Section 12.2.3 shall be effective as of the effective date of such transaction.
Upon Change of Control. If Executive’s Employment is terminated by the Company or its successor within ninety (90) days of a Change of Control (as defined below), the Executive shall be entitled to receive the Severance Payment and the Executive will not be entitled to receive payment of any other severance benefits or other amounts by reason of the termination, and the Executive’s right to all other benefits will terminate, except as required by any applicable law. As used herein, the term “Change of Control” means the occurrence of any one or more of the following events (it being agreed that a “Change of Control” shall not be deemed to have occurred if the applicable third party acquiring party is an “affiliate” of the Company within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended): (A) an acquisition (whether directly from the Company or otherwise) of any voting securities of the Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) or more than one Person acting as a group, immediately after which such Person or group has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 1000 Xxx) of fifty percent (50%) or more of the combined voting power or fair market value of the Company’s then outstanding Voting Securities; or (B) the consummation by the Company of (1) a merger, consolidation or reorganization involving the Company where the event described in clause (A) above would result; (2) a liquidation or dissolution of or appointment of a receiver, rehabilitator, conservator or similar person for, or the filing by a third party of an involuntary bankruptcy against, the Company; or (3) the conummation of the sale or other disposition of all or substantially all of the assets of the Company to any Person or more than one Person acting as a group (other than a transfer to a subsidiary of the Company).
Upon Change of Control. Either Dyax or Genzyme may terminate this Agreement with the consequences set forth in Section 13.3.3 in the event that the other Party is a party to a transaction involving (a) a merger or consolidation in which such party is not the surviving entity or (b) the sale of all or substantially all of the assets of such Party to a Third Party. Termination of this Agreement pursuant to this Section 13.2.3 shall be effective as of the effective date of such transaction.
Upon Change of Control. Change of Control" shall be deemed to have occurred if at any time or from time to time after the date of this Agreement any of the following events should occur: i) An acquisition by a third party of 25% or more of the Company's stock, that Executive does not approve; ii). A change in the majority of the Board, that Executive does not approve; iii).An approval by the Board or the shareholders of the Company of an agreement for the sale or disposition of all or substantially all of the assets of the Company, that Executive does not approve; iv).An approval by the Board or the shareholders of the Company to liquidate or dissolve the Company, that Executive does not approve; v). An approval by the Board or the shareholders of the Company of a merger or similar combination following which a vote of 40% of the shares entitled to vote prior to the merger does not control the surviving entity; For the purposes of this provision, Executive shall not be deemed to have "approved" any of the foregoing unless such "approval" is in writing, and delivered to the Board of Directors. If, within 24 months following a Change of Control, as herein defined, Executive voluntarily resigns or retires, the resignation or retirement shall be deemed to be a "Change of Control Termination." In the event of a Change of Control Termination:
Upon Change of Control. In the event of a Change of Control, the term of Executive’s employment and this Agreement shall be two years from the date the Change of Control becomes effective, provided that Executive is employed on the effective date of the Change of Control. During the two year period following a Change of Control, this contract shall not be amended or cancelled without the express, written consent of both Sands or its successors or assigns, and Executive.
Upon Change of Control. In the event Executive’s employment is terminated by the Company without Cause upon a Change of Control of the Company as defined in the Company’s Restricted Stock Agreement, the Company shall pay to Executive: (i) any Base Salary accrued through the date of termination, (ii) any accrued but unused vacation time; and (iii) continued payment of the Base Salary for a period of twelve (12) months (the “Change of Control Severance Period”). Subsection (iii), above, of this Section 6.5 shall be referred to as a “Change in Control Severance Payment.”
Upon Change of Control. In the event Executive is terminated Upon a Change of Control of the Company pursuant to Section 11.4, the Company shall pay to Executive: (i) any Base Salary accrued through the date of termination, (ii) any accrued but unused paid time off; and (iii) continued payment of the Base Salary for a period of twelve (12) months. Subsection (iii) of this Section 6.4 shall be referred to as a “Severance Payment”. Except as otherwise provided herein, the Severance Payment shall be paid to Executive on a regular basis in accordance with the company’s regular payroll procedures and policies.
Upon Change of Control. In the event of a Change of Control, immediately prior to the effective date of the Change of Control, then the Maximum Award will become fully vested and nonforfeitable, and the conversion of the Units to common stock will occur as of the effective date of such event. If Xxxxxxx’s employment with the Company terminates prior to the Vesting Date for any reason, Grantee shall forfeit all right, title and interest in and to the Units as of the date of such termination and the Units will be reconveyed to the Company without further consideration or any act or action by Grantee. In addition, any Units that fail to vest in accordance with the terms of this Certificate will be forfeited and reconveyed to the Company without further consideration or any act or action by Grantee.
Upon Change of Control. Any options to purchase Company stock or restricted stock of the Company held by the Executive under the Company’s stock compensation plans and arrangements will become immediately exercisable notwithstanding any contrary provisions in the documents otherwise governing the options and will remain exercisable for the period of time during which such options would otherwise have been exercisable had the Executive remained in the employ of the Company.
