A Change of Control. (ii) Anything herein to the contrary notwithstanding, Employee may terminate this Agreement upon thirty (30) days written notice.
A Change of Control. Purchase Notice may be withdrawn before or after delivery by the Holder to the Paying Agent at the office of the Paying Agent of the Note to which such Change of Control Purchase Notice relates, by means of a written notice of withdrawal delivered by the Holder to the Paying Agent at the office of the Paying Agent or to the office or agency referred to in Section 4.2 of the Indenture to which the related Change of Control Purchase Notice was delivered not later than three Business Days prior to the Change of Control Purchase Date specifying, as applicable:
A Change of Control. (ii) Anything herein to the contrary notwithstanding, Employee may terminate this Agreement upon thirty (30) days written notice. c. If Employer shall terminate Employee's employment other than due to his death or disability or for Cause (as defined in Section 10(a)(i) of this Agreement), or if Employee shall terminate this Agreement under Section 10(b)(i), Employer's obligations under Section 4 shall be absolute and unconditional and not subject to any offset or counterclaim and Employee shall continue to be entitled to receive all amounts provided for by Section 4 and all additional employee benefits under Section 4 regardless of the amount of compensation he may earn with respect to any other employment he may obtain. 11.
A Change of Control. Repurchase Notice may be withdrawn by means of a written notice (which may be delivered by mail, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Uncertificated Debentures, may be delivered electronically or by other means in accordance with the applicable procedures of the Depository) of withdrawal delivered by the Holder to the Trustee at any time prior to the close of business on the Business Day immediately prior to the Change of Control Repurchase Date, specifying: (i) the principal amount of the Debenture or portion thereof (which must be a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof), with respect to which such notice of withdrawal is being submitted, (ii) if Certificated Debentures have been issued, the certificate number of the Debentures being withdrawn in whole or in withdrawable part (or if the Debentures are not Uncertificated Debentures, such written notice must comply with the applicable procedures of the Depository) and (iii) the portion of the principal amount of the Debentures that will remain subject to the Change of Control Repurchase Notice, which portion must be a principal amount of $1,000 or an integral multiple thereof.
A Change of Control. (9) The Non-Contributing Member fails to perform or observe Section 9.03 or Section 9.05; or
A Change of Control. The occurrence of a Change of Control (as hereafter defined) in and of itself shall not constitute a basis for termination by the Executive for Good Reason; nor shall such occurrence in and of itself constitute a termination by the Company other than for Cause.
A Change of Control. Redemption Notice may be withdrawn before or after delivery by the holder to the Trustee or a specified paying agent at the office of the Trustee or the specified paying agent of the Debenture to which such Change of Control Redemption Notice relates, by means of a written notice of withdrawal delivered by the holder to the Trustee or the specified paying agent at the office of the Trustee or the specified paying agent to which the related Change of Control Redemption Notice was delivered at any time prior the close of business on the date of expiry of the Offer specifying, as applicable:
A Change of Control of the Company shall be deemed to have taken place if (i) any Person (including any individual, firm, corporation, partnership or other entity except the Company or any employee benefit plan of the Company or of any Affiliate or Associate, both as defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such employee benefit plan), together with all Affiliates and Associates of such Person, shall become the bene ficial owner in the aggregate of 20% or more of the votes that all shareholders would be entitled to cast in an election of Directors of the Company; (ii) at any time within any period of two consecutive years, individuals who (A) at the beginning of such period constitute the Board of Directors, or (B) become Directors after the beginning of such period and whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least 75% of the Directors then still in office who were directors at the beginning of the period, cease for any reason to constitute at least a majority of such Board of Directors; provided that any individual who ceases to be a Director by reason or death or disability shall be excluded from the numerator and the denominator in all calculations hereunder; or (iii) the President (or his appointee), determines, in his sole discretion, that even though none of the events described in (i) or (ii) have occurred, the surrounding facts and circumstances indicate that a Change of Control of the Company has effectively taken place. Notwithstanding the foregoing, a Change of Control shall not be deemed to have taken place under clause (i) of the immediately preceding sentence if (a) such Person becomes the beneficial owner in the aggregate of 20% or more of the Common Stock of the Company then outstanding as a result of an inadvertent acquisition by such Person if such Person, as soon as practicable, divests itself of a sufficient amount of its Common Stock so that it no longer owns 20% or more of the Common Stock then outstanding, as determined by the Board of Directors of the Company, or (ii) the shares of Common Stock required to be counted in order to meet the 20% minimum threshold described under such clause (i) include any of the shares described in subsections (i) through (iv) of section 2543(b) of the Pennsylvania Business Corporat...
A Change of Control. Purchase Notice may be withdrawn by means of a written notice (which may be delivered by mail, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Applicable Procedures) of withdrawal delivered by the Holder to the Trustee at any time prior to the close of business on the Business Day immediately preceding the Change of Control Purchase Date, specifying (1) the principal amount of the Security or portion thereof (which must be a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof) with respect to which such notice of withdrawal is being submitted, (2) if certificated Securities have been issued, the certificate number of the Security being withdrawn in whole or in part (or if the Securities are not certificated, such written notice must comply with the Applicable Procedures) and (3) the portion of the principal amount of the Security that will remain subject to the Change of Control Purchase Notice, which portion must be a principal amount of $1,000 or an integral multiple thereof.
A Change of Control. The provisions of this Section 5.14 shall be effective only with respect to Bonds in a Term Interest Rate Period that are not secured by a Letter of Credit. If a Change of Control occurs, unless the Company has exercised its right to optionally redeem all of the Bonds pursuant to the Indenture, the Company will make an offer to purchase all of the Bonds (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the principal amount of the Bonds plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date falling on or prior to the Change of Control Payment Date (as defined below). Within thirty (30) days following any Change of Control, unless the Company has exercised its right to optionally redeem all of the Bonds pursuant to the Indenture, the Company will direct the Trustee to mail a notice, prepared by and at the expense of the Company, of such Change of Control Offer to each Holder, with a copy to the Authority, stating:
