Buyer Change of Control. If Buyer or any of its successors and assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its property and assets to any individual, corporation or other entity, then, in each such case, proper provision shall be made so that the successors and assigns of Buyer and its subsidiaries shall assume the obligations set forth in this Article 7, including by operation of law.

Buyer Change of Control. The term “Buyer Change of Control” shall mean a transaction or series of transactions (or the entry by Buyer, its stockholders, or any of its Subsidiaries into an agreement to effect such a transaction or series of transactions) with Buyer, its stockholders, or any of its Subsidiaries, on one hand, and any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) on the other hand, with respect to (a) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation or similar transaction involving Buyer or its Subsidiaries in which the shareholders of Buyer immediately prior to such transaction shall own less than fifty percent (50%) of the total voting power of all shares of voting securities of the surviving entity (or its ultimate parent) outstanding immediately after such transaction, (b) any purchase of an equity interest (including by means of a tender or exchange offer) resulting in any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) beneficially owning (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) greater than fifty percent (50%) of the total voting power in Buyer, other than, in each case, Xx. Xxxxxx Xxxxxx and any Related Affiliate (as defined in the Shareholder Agreement), or (c) any purchase of assets, securities or ownership interests resulting in any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) owning greater than fifty percent (50%) of the consolidated assets of Buyer and its Subsidiaries taken as a whole (including stock of Buyer’s Subsidiaries). A Buyer Change of Control shall be also deemed to have occurred if the Continuing Directors cease for any reason to constitute at least a majority of Buyer’s board of directors.

Buyer Change of Control. Neither the Company nor Buyer shall cause or permit to occur a Change of Control prior to May 1, 2021, unless either (i) the Company and the Buyer or their successor remain obligated to continue to honor their obligations pursuant to this Section 1.2, or (ii) the Person or Persons who acquire or succeed to the business of the Company and its Subsidiaries have agreed in connection with such Change of Control to be bound by the provisions of this Section 1.2 and the obligations of the Buyer under this Section 1.2.

Buyer Change of Control. If there is any change of control of the Buyer, such that any person or persons acting together obtain directly or indirectly more than 50% of the voting shares of the Buyer at any time during the Earn-Out Term, then: (i) if the Earned Cash (or any part of it) has not been paid to the Sellers at such time, the Buyer shall pay to the Sellers £250,000 each, less any amounts paid to the Sellers previously pursuant to clause 3.1.4 and clause 3.2, to an account specified by each Seller to the Buyer in writing, and such payment shall constitute a full discharge of the Buyer’s obligations under clause 3.1.4 and clause 3.2; and (ii) any remaining amounts of consideration that have not at that time been paid to the Sellers pursuant to clauses 3.1.5, 3.1.7 and 3.1.9 and which it is possible may still be paid to the Sellers pursuant to such clauses shall be paid by the Buyer promptly following the date of such change of control to an escrow account established in the name of the Buyer for that purpose and the Buyer shall procure that the terms under which the escrow account is managed shall include a term that no payments shall be made out of such escrow account, except that (a) as amounts become due and payable to the Sellers in accordance with the terms of clauses 3.1.5, 3.1.7 and 3.1.9 of this Agreement (as adjusted by clauses 3.6.2 and 3.7 if applicable) they are so paid to the Sellers or (b) once such sums become incapable of payment to the Sellers, pursuant to the provisions of Clause 3.1.5, 3.1.7 or 3.1.9 (as applicable) the relevant amount will be released from the escrow account to the Buyer.

Buyer Change of Control. In the event of a Buyer Change of Control prior to December 31, 2005, the Cash Earnout Payment and Stock Earnout Payment shall be determined as of the end of the fiscal quarter immediately preceding the quarter in which the closing of such Buyer Change of Control occurs; provided, however, that this Section 2.5(c) shall not apply in the event that during the six-month period following the closing of such Buyer Change of Control, the senior executives of Buyer primarily responsible for the operation of Buyer’s search business (including the operations of the Company) then in office continue to have substantially similar responsibilities for such operations, and the operations of the Company as a standalone subsidiary of Buyer, after giving effect to the integration of the Company into Buyer’s consolidated operations, remain materially intact during such period.

Buyer Change of Control. Sections 6.4 through 6.7 (but not Section 6.5(d)) shall terminate immediately prior to a Buyer Change of Control and shall be of no further force and effect.

Related to Buyer Change of Control

Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.
No Change of Control The Company shall use reasonable best efforts to obtain all necessary irrevocable waivers, adopt any required amendments and make all appropriate determinations so that the issuance of the Shares to the Purchasers will not trigger a “change of control” or other similar provision in any of the agreements to which the Company or any of its Subsidiaries is a party, including without limitation any employment, “change in control,” severance or other agreements and any benefit plan, which results in payments to the counterparty or the acceleration of vesting of benefits.
Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.
Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.
Change of Control There occurs any Change of Control; or
No Change in Control Guarantor shall not permit the occurrence of any direct or indirect Change in Control of Tenant or Guarantor.
Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.
Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.
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.
Change of Control Defined For purposes of this this Note, the term “

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