Common use of Acceleration Payments upon Change of Control Clause in Contracts

Acceleration Payments upon Change of Control. Without the prior consent of Seller Representative (but subject to the last sentence of this paragraph), promptly upon the consummation of (A) the sale, lease, exchange or other transfer of substantially all of the Acquired Assets (on an aggregate basis and in one transaction or in a series of related transactions) to a person or entity that is not controlled, directly or indirectly, by Buyer Guarantor, (B) a direct or indirect (whether by the sale of stock or merger of a Related Person, or otherwise) sale, exchange, or other transfer of more than 50% of the capital stock of Buyers (excluding Fox) (on an aggregate basis and in one transaction or in a series of related transactions) to a person or entity that is not controlled by Buyer Guarantor, or (C) a merger or consolidation to which any of the Buyers (excluding Fox) (on an aggregate basis and in one transaction or in a series of related transactions) are a party if the Buyer Guarantor or any of its Subsidiaries does not have "beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act) immediately following the effective date of such merger or consolidation of more than 50% of the combined voting power of the surviving corporation's or corporations' outstanding securities (that in either case, as applicable, directly or indirectly hold the Acquired Assets) ordinarily having the right to vote at elections of directors, in each case on or prior to October 31, 2016, then Buyers shall pay to Seller Representative, on behalf of Sellers, the 2016 Max Earn-Out Amount plus any unpaid 2015 Earn-Out Amount (such payment, as applicable, referred to herein as the "Change of Control Acceleration Payment"). For the avoidance of doubt, a Change of Control Acceleration Payment shall not be triggered upon the consummation of any transactions or series of related transactions pursuant to which there is a change in control of either Buyer Guarantor or Fox or a sale or other transfer by either Buyer Guarantor or Fox of substantially all of its assets; provided, that if Xxxxx Xxxxxx'x employment with RFE Holding (Canada) Corp. is (i) terminated without Just Cause (as such term is defined in his Employment Agreement), or (ii) if Xx. Xxxxxx terminates his employment with Good Reason (as such term is defined in his Employment Agreement) in connection with a change in control of either Buyer Guarantor or Fox or a sale or other transfer by either Buyer Guarantor or Fox of substantially all of its assets, then the Change of Control Acceleration Payment shall be promptly paid ." (c)

Acceleration Payments upon Change of Control. Without the prior written consent of Seller Representative (but subject to the last sentence of this paragraph)Sellers’ Representative, promptly upon the consummation of (A) the sale, lease, exchange or other transfer of substantially all of the Acquired Assets assets of Buyer (on an aggregate basis and in one transaction or in a series of related transactions) to a person or entity that is not controlled, directly or indirectly, by Buyer Guarantoror Willdan, (B) a direct or indirect (whether by the sale of stock or merger of a Related related Person, or otherwise) sale, exchange, or other transfer of more than 50% of the capital stock of Buyers (excluding Fox) (on an aggregate basis and in one transaction or in a series of related transactions) Buyer to a person Person or entity that is not controlled by Buyer GuarantorWilldan, or (C) a merger or consolidation to which any of the Buyers (excluding Fox) (on an aggregate basis and in one transaction or in a series of related transactions) are Buyer is a party if Willdan (the Buyer Guarantor or any sole stockholder of its Subsidiaries Buyer) does not have "“beneficial ownership" ” (as defined in Rule 13d-3 under the Exchange Securities Act) immediately following the effective date of such merger or consolidation of more than 50% of the combined voting power of the surviving corporation's or corporations' ’s outstanding securities (that in either case, as applicable, directly or indirectly hold the Acquired Assets) ordinarily having the right to vote at elections of directors, (each of (A), (B) and (C) being a “change of control” for purposes of this Section 2.3(d)), in each case on or prior to October 31, 2016during the Earn-Out Period, then Buyers Buyer shall pay to Seller Representative, on behalf Sellers the full amount of Sellers, any then-unpaid portion of the 2016 Max Earn-Out Amount plus any unpaid 2015 Earn-Out Amount Maximum Payout (such payment, as applicable, payment referred to herein as the "Change of Control “Acceleration Payment"”). For the avoidance of doubt, a Change of Control an Acceleration Payment shall not be triggered upon the consummation of any transactions or series of related transactions pursuant to which there is a “change in control control” of either Buyer Guarantor or Fox Willdan or a sale or other transfer by either Buyer Guarantor or Fox Willdan of substantially all of its assets; provided. For the avoidance of doubt, that if Xxxxx Xxxxxx'x employment with RFE Holding (Canada) Corp. is (i) terminated without Just Cause (as such term is defined in his Employment Agreement), or (ii) if Xx. Xxxxxx terminates his employment with Good Reason (as such term is defined in his Employment Agreement) in connection with the internal reorganization of Willdan and/or its subsidiaries shall not be considered a change in of control of either Buyer Guarantor or Fox or a sale or other transfer by either Buyer Guarantor or Fox of substantially all of its assets, then the Change of Control under this Section 2.3(d) nor cause an Acceleration Payment shall be promptly paid Payment." (c)

Acceleration Payments upon Change of Control. Without the prior consent of Seller Representative (but subject to the last sentence of this paragraph), promptly upon the consummation of (A) the sale, lease, exchange or other transfer of substantially all of the Acquired Assets (on an aggregate basis and in one transaction or in a series of related transactions) to a person or entity that is not controlled, directly or indirectly, by Buyer Guarantor, (B) a direct or indirect (whether by the sale of stock or merger of a Related Person, or otherwise) sale, exchange, or other transfer of more than 50% of the capital stock of Buyers (excluding Fox) (on an aggregate basis and in one transaction or in a series of related transactions) to a person or entity that is not controlled by Buyer Guarantor, or (C) a merger or consolidation to which any of the Buyers (excluding Fox) (on an aggregate basis and in one transaction or in a series of related transactions) are a party if the Buyer Guarantor or any of its Subsidiaries does not have "“beneficial ownership" ” (as defined in Rule 13d-3 under the Exchange Act) immediately following the effective date of such merger or consolidation of more than 50% of the combined voting power of the surviving corporation's ’s or corporations' ’ outstanding securities (that in either case, as applicable, directly or indirectly hold the Acquired Assets) ordinarily having the right to vote at elections of directors, in each case on or prior to October 31, 2016during the Earn-Out Period, then Buyers shall pay to Seller Representative, on behalf of Sellers: (x) if such consummation occurs during the 2015 fiscal year, the greater of (i) $6,000,000 or (ii) the 0000 Xxxx-Xxx as determined, on a pro forma basis, as of the date the proposed change of control is to be consummated; or (y) if such consummation occurs during the 2016 Max Earnfiscal year, the greater of (i) $7,500,000 or (ii) the 0000 Xxxx-Out Amount Xxx as determined, on a pro forma basis, as of the date the proposed change of control is to be consummated plus any unpaid 2015 Earn-Out Amount if earned under Section 2.10 (such payment, as applicable, referred to herein as the "“Change of Control Acceleration Payment"”). For the avoidance of doubt, a Change of Control an Acceleration Payment shall not be triggered upon the consummation of any transactions or series of related transactions pursuant to which there is a change in control of either Buyer Guarantor or Fox or a sale or other transfer by either Buyer Guarantor or Fox of substantially all of its assets; provided, that if Xxxxx Xxxxxx'x employment with RFE Holding (Canada) Corp. is (i) terminated without Just Cause (as such term is defined in his Employment Agreement), or (ii) if Xx. Xxxxxx terminates his employment with Good Reason (as such term is defined in his Employment Agreement) in connection with a change in control of either Buyer Guarantor or Fox or a sale or other transfer by either Buyer Guarantor or Fox of substantially all of its assets, then the Change of Control Acceleration Payment shall be promptly paid ." (c)

Acceleration Payments upon Change of Control. Without the prior consent of Seller Representative (but subject to the last sentence of this paragraph), promptly upon the consummation of (A) the sale, lease, exchange or other transfer of substantially all of the Acquired Assets (on an aggregate basis and in one transaction or in a series of related transactions) to a person or entity that is not controlled, directly or indirectly, by Buyer Guarantor, (B) a direct or indirect (whether by the sale of stock or merger of a Related Person, or otherwise) sale, exchange, or other transfer of more than 50% of the capital stock of Buyers (excluding Fox) (on an aggregate basis and in one transaction or in a series of related transactions) to a person or entity that is not controlled by Buyer Guarantor, or (C) a merger or consolidation to which any of the Buyers (excluding Fox) (on an aggregate basis and in one transaction or in a series of related transactions) are a party if the Buyer Guarantor or any of its Subsidiaries does not have "beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act) immediately following the effective date of such merger or consolidation of more than 50% of the combined voting power of the surviving corporation's or corporations' outstanding securities (that in either case, as applicable, directly or indirectly hold the Acquired Assets) ordinarily having the right to vote at elections of directors, in each case on or prior to October 31, 2016, then Buyers shall pay to Seller Representative, on behalf of Sellers, the 2016 Max Earn-Out Amount plus any unpaid 2015 Earn-Out Amount (such payment, as applicable, referred to herein as the "Change of Control Acceleration Payment"). For the avoidance of doubt, a Change of Control Acceleration Payment shall not be triggered upon the consummation of any transactions or series of related transactions pursuant to which there is a change in control of either Buyer Guarantor or Fox or a sale or other transfer by either Buyer Guarantor or Fox of substantially all of its assets; provided, that if Xxxxx Xxxxxx'x employment with RFE Holding (Canada) Corp. is (i) terminated without Just Cause (as such term is defined in his Employment Agreement), or (ii) if Xx. Xxxxxx terminates his employment with Good Reason (as such term is defined in his Employment Agreement) in connection with a change in control of either Buyer Guarantor or Fox or a sale or other transfer by either Buyer Guarantor or Fox of substantially all of its assets, then the Change of Control Acceleration Payment shall be promptly paid ." (c)"