Change in Control of Company. The Company agrees that if there is a Change in Control of the Company, then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense advances under this Agreement, any other agreements, the Certificate of Incorporation or the By-laws now or hereafter in effect relating to Proceedings for Indemnifiable Events, the Company shall seek legal advice only from special independent counsel selected by Indemnitee and approved by the Company’s Board of Directors (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (other than in connection with such matters) or Indemnitee. Without limiting the Company’s obligation not to unreasonably withhold its consent, in the event that Indemnitee and the Company are unable to agree on the selection of the special independent counsel, such special independent counsel shall be selected by lot from among at least five nationally recognized law firms each in New York City, New York, each having no less than 250 lawyers. Such selection shall be made in the presence of Indemnitee (and his legal counsel or either of them, as Indemnitee may elect). Such special independent counsel, among other things, shall determine whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law and shall render its written opinion to the Company and Indemnitee to such effect. The Company agrees to pay the reasonable fees of the special independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), Proceedings, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant to this Agreement.
Change in Control of Company. If a Fundamental Transaction (as defined in the Plan) occurs prior to the end of the Performance Period while Recipient is employed by the Company or an Affiliate or remains entitled to receive Shares pursuant to Section 5(a) above, the Performance Period shall be terminated and Recipient shall be entitled to receive, immediately prior to the consummation of such Fundamental Transaction, the following number of Shares (the “CIC Earned Shares”):
Change in Control of Company. For purposes of this Agreement, "Change in Control of Company" shall mean the occurrence of any of the following:
Change in Control of Company. The Company undertakes that in the event of a Change in Control of the Company, the Company’s obligations under this Agreement shall continue to be in effect following such Change in Control, and the Company shall take all necessary action to ensure that the party acquiring control of the Company shall independently undertake to continue in effect such Agreement, to maintain the provisions of the Articles of Association allowing indemnification and to indemnify Indemnitee in the event that the Company shall not have sufficient funds or otherwise shall not be able to fulfill its obligations hereunder.
Change in Control of Company. The Company agrees that if there is a Change in Control of the Company, then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expenses advanced under this Agreement or any other agreements or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (other than in connection with such matters) or Indemnitee. Such special, independent counsel, among other things, shall be the Reviewing Party hereunder and shall determine whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law and shall render its written opinion to the Company and Indemnitee to such effect. No law firm or lawyer shall qualify to serve as special, independent counsel if that person would, under the applicable standards of professional conduct then prevailing, have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses and Losses arising out of or relating to this Agreement or its engagement pursuant hereto.
Change in Control of Company. Anything herein to the contrary notwithstanding, if a Change in Control occurs during the Employment Period and the Executive has remained continually employed by the Employer from the Effective Date to the date of the Change in Control, the Executive shall have for a period of 30 days from change of control of company, the right but not the obligation to terminate this Agreement and shall be entitled to all benefits and compensation as described in Paragraph 12. For the purposes of this Agreement, a Change in Control shall mean the occurrence of any one of the following events:
Change in Control of Company. A “Change in Control” of the Company shall be deemed to have occurred if:
Change in Control of Company. In the event of a change in control of the Company (as defined in the stock option agreement attached hereto as Exhibit A), this Agreement shall continue in full force and effect and any termination of Executive’s employment after such change in control shall be in accordance with Section 9 below.
Change in Control of Company. If you resign or are terminated either (i) within six (6) months prior to a change in control of the Company; or (ii) within six (6) months following change in control of the Company, this subsection 6(b) shall apply. Should this subparagraph 6(b) apply, instead of the Severance Pay described in subparagraph 6(a), the Company shall pay a full, accelerated, twelve (12) months’ salary to you within ten (10) days of: (A) your resignation or termination, if such resignation or termination is after the Change in control of the Company; or (B) the Change in control of the Company, if your resignation occurs prior to the Change in control of the Company. Further should this section apply, and any of the Triggering Events described in subparagraph 2(c) occurs within three (3) months following your resignation or termination, your resignation or termination shall have no effect on the compensation outlined in subparagraph 2(c), and the Company shall timely pay to you the corresponding bonuses described in subparagraph 2(c). "Change in control of the Company" shall mean either (i) a change in more than 32% of the members of the Board of Directors in the six months immediately prior to or following your resignation or termination; or (ii) Any entity, individual, or group of related entities or related individuals obtains a gross total of 40% or more ownership in the Company in the six months immediately prior to or following your resignation or termination.
Change in Control of Company. Notwithstanding the provisions of subparagraphs (a) and (b) (i) through (iii), in the event of a Change in Control of the Company, (i) the restrictions on the transfer of all shares of Restricted Stock provided in subparagraph (a) above shall thereupon immediately lapse and (ii) all shares of Restricted Stock subject to forfeiture under subparagraph (b) (i) through (iii) shall thereupon become fully vested and nonforfeitable.
