CHANGE IN CORPORATE CONTROL. (a) If at any time upon, or during the period of twenty-four (24) consecutive months following, the occurrence of a Change in Corporate Control (as defined below), and during the Term of this Agreement, the Executive is involuntarily terminated (other than for Cause), or resigns his employment for Good Reason, the Executive shall be entitled to the following:
(i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date;
(ii) any accrued but unpaid PTO pay through the date of termination;
(iii) any bonuses earned but unpaid with respect to fiscal years or other completed periods preceding the termination date;
(iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan;
(v) any expenses owed to the Executive under Sections 4(d), 4(e) or 4(f);
(vi) the pro-rated portion of the target annual bonus that the Executive would have earned for the year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date;
(vii) all stock options, restricted stock or other equity awards with time-based vesting granted to the Executive under this Agreement shall become fully vested and earned and, in the case of stock options, exercisable in full and all stock options, restricted stock or other equity awards with performance-based vesting granted to the Executive under this Agreement shall become vested based upon a determination of actual level of achievement of performance goals by the Compensation Committee of the Board as of immediately prior to the occurrence of the Change of Corporate Control or as otherwise expressly provided in the applicable award agreements;
(viii) continued coverage under any group health plan maintained by the Corporation in which the Executive participated at the time of his termination for the period during which the Executive elects to receive continuation coverage under Section 4980B of the Code at an after-tax cost to the Executive comparable to the cost that the Executive would have incurred for the same coverage had he remained employed during such period; and
(ix) a lump sum severance payment equal to the present value of a series of monthly severance payments for thirty-six (36) mont...
CHANGE IN CORPORATE CONTROL. If the sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of the Tenant (or of any successor or assignee of the Tenant which is a corporation) shall result in changing the control of the Tenant such sale, assignment, transfer or other disposition shall be deemed an assignment of this Lease and shall be subject to all of the provisions of this Lease with respect to assignments by the Tenant, provided, however, that the Landlord’s consent shall not be required to an assignment or transfer of the issued and outstanding capital stock of the Tenant:
(a) to a corporation controlled by or subject to the same control as the assignor or transferor; or
(b) if the Tenant is a public corporation whose shares are traded and listed on any recognized stock exchange in Canada or in the United States; or
(c) to a member or members of the family of the assignor or transferor; or
(d) in the case of devolution through death; so long as in either case prior to or as soon as reasonably possible thereafter, the Landlord has received assurances satisfactory to the Landlord that there will be a continuity of the existing management of the Tenant, and of its business practices and policies notwithstanding any such sale, transfer or other disposition of controlling shares. For the purpose of this Section 12.10, “control” of any corporation shall be deemed to be vested in the person or persons owning more than fifty percent (50%) of the voting power for the election of the board of directors of such corporation and a “member or members” of the family of any assignor shall include his spouse, parents, brother or sisters and issue.
CHANGE IN CORPORATE CONTROL. If the Tenant is a corporation or if this Lease, with the written consent of the Landlord, is assigned to a corporation, and if at any time during the Term any part or all of the corporate shares or voting rights of shareholders shall be transferred by sale, assignment, bequest, inheritance, trust, operation of law or other disposition, or treasury shares be issued, so as to result in a change in the control of such corporation by the person or persons now owning a majority of the corporate shares thereof, the Landlord may terminate this Lease at any time after such change in control by giving the Tenant thirty (30) days prior written notice of such termination. The Tenant shall, at the request of the Landlord, make available to the Landlord for inspection or copying, or both, all books and records of the Tenant which, alone or with other data, show the applicability or inapplicability of this paragraph. If any stockholder or shareholder of the Tenant shall, after the request of the Landlord so to do, fail or refuse to furnish forthwith to the Landlord any data verified by the affidavit of such stockholder or shareholder or other credible person, which data, alone or with other data show the applicability or inapplicability of this paragraph, the Landlord may terminate this Lease by giving the Tenant thirty (30) days' prior written notice of such termination.
CHANGE IN CORPORATE CONTROL. The provisions of this paragraph shall supersede any contrary or inconsistent provisions set forth in Section 13 of the Plan. In the event of a Change in Control that is a permissible distribution event under Code Section 409A(a)(2)(A)(v) (as determined by the Committee in its sole discretion), you will become partially vested in the Shares subject to this Award, to the extent allowable under Treasury Regulations under Section 409A of the Code and provided that the Committee has determined that the organization is on track to meet the Performance Goals. The number of Shares in which your interest vests will be determined by multiplying the total number of Shares subject to this Award by a fraction having (a) a numerator equal to the number of full months of your Continuous Service between the Grant Date and the date of the Change in Control, and (b) a denominator equal to 36. If the unvested portion of this Award is assumed or substituted by a Successor Corporation in a Change in Control and your employment is Involuntarily Terminated by the Successor Corporation in connection with, or within 12 months following consummation of, the Change in Control, then the unvested portion of this Award shall be immediately and irrevocably forfeited and any and all rights associated with the unvested portion of this award shall immediately become null, void and unenforceable; provided, however, that the Committee may decide, in its sole and absolute discretion, to accelerate the vesting on such unvested portion of this Award. Notwithstanding the foregoing, if the Committee notifies you in writing within 25 months after a Change in Control that you have violated the Non-Solicitation Agreement attached as Exhibit C, the Company shall have the right to coincidentally redeem any Shares in which your rights vested pursuant to Section 2 or Section 3 hereof. The price payable to redeem such Shares will be U.S. $1.00 per Share, and the Company shall enclose it with the written notice referenced in the preceding sentence. By executing this Agreement, you agree to execute any document that the Company considers reasonably necessary or proper to consummate this redemption.
CHANGE IN CORPORATE CONTROL. If the Tenant is a corporation or if this Lease, with the written consent of the Landlord, is assigned to a corporation, and if at any time during the Term any part or all of the
CHANGE IN CORPORATE CONTROL. To the extent you have not previously vested in your rights with respect to this Award, your Award will become - [ ] ___% vested if your Continuous Service ends due to your death or "disability" within the meaning of Section 409A of the Code; [ ] ___% vested if your Continuous Service ends due to your retirement at or after you have attained the age of ___ and completed at least ___ full years of Continuous Service; [ ] according to the following schedule if your Continuous Service ends due to an Involuntary Termination that occurs within the one year period following a Change in Control: Date on which Your Involuntary Termination Portion of Your Award Occurs (by reference to Date of Award) As to which Vesting Accelerates ------------------------------------------ ------------------------------- Before 1st Anniversary 0% Between 1st and 2nd Anniversary ___% After 2nd Anniversary ___%
CHANGE IN CORPORATE CONTROL. The decision making and control of the Borrower and/or the Guarantor shall change in any material respect from the effective date of this Loan Agreement.
CHANGE IN CORPORATE CONTROL. If the Tenant is a corporation, or if this Lease, with the written consent of the Landlord, is assigned to a corporation, and if at any time during the Term any part or all of the corporate shares or voting rights of shareholders shall be transferred (except to Permitted Transfers) by sale, assignment, bequest, inheritance, trust, operation of law or other disposition, or treasury shares be issued, so as to result in a change in the control of such corporation by the person or persons now owning a majority of the corporate shares thereof, the Landlord may terminate this Lease at any time after such change in control by giving the Tenant thirty (30) days prior written notice of such termination. The Tenant shall, at the request of the Landlord, make available to the Landlord for inspection or copying, or both, the books and records of the Tenant which, alone or with other data, show the applicability or inapplicability of this paragraph. The Landlord agrees that the provisions of this clause 6.05 shall not apply if:
(1) the shares of the Tenant are traded on a publicly regulated stock exchange in Canada or the United States of America and widely held; or (2) the shares of the Tenant are being made available as part of a public offering of securities and will comply with subsection (1), and prior to or so soon as reasonably possible after any such change of control to the Tenant, the Landlord receives assurances satisfactory to the Landlord that there will be continuity of the existing management of the Tenant and of its business practices and policies, notwithstanding any such change of control.
CHANGE IN CORPORATE CONTROL. For the purposes of this paragraph, a change in control shall mean a change whereby one or more related entities control fifty percent (50%) of the then issued and outstanding voting shares plus one (1) share of the Tenant and such entity or entities are different from those owning such majority of voting shares at the time of signing this lease. If at any time during the term any part of or all of the shares or voting rights of shareholders shall be transferred by sale, assignment, bequest, inheritance, trust, operation of law or other disposition, or treasury shares be issued, so as to result in a change in the control of such corporation, the Tenant must disclose in writing, such changes to the Landlord Following the giving of such notice from the Tenant, should the Landlord determine, acting reasonably, that such change in control results in a material deterioration in the financial strength or creditworthiness of the Tenant, then the Landlord may terminate, at its sole option, this Lease by giving the Tenant thirty (30) days prior written notice of such termination. To be effective, such written notice of termination from the Landlord shall be given within 30 days of the giving of such notice by the Tenant. Should the Tenant fail to give such notice, then the Tenant would be in default of the Lease and the Landlord may, at its option, terminate this Lease, at any time after such change in control by giving the Tenant thirty (30) days prior written notice of such termination, which notice must be given within thirty (30) days of the day the Landlord receives actual written notice of the change in control in order to be effective. The Tenant shall, at the reasonable request of the Landlord, make available to the Landlord for inspection or copying, or both, all books and records of the Tenant which, alone or with other data, show the applicability or inapplicability of this paragraph. If the corporation, after the request of the Landlord, fails or refuses to furnish forthwith to the Landlord such data,, which data, alone or with other data would show the applicability or inapplicability of this paragraph, the Landlord may, at its sole option, terminate this Lease by giving the Tenant thirty (30) days prior written notice of such termination.
CHANGE IN CORPORATE CONTROL. If the sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of the Tenant (or of any successor or assignee of the Tenant which is a corporation) shall result in changing the control of the Tenant such sale, assignment, transfer or other disposition shall be deemed an assignment of this Lease and shall be subject to all of the provisions of this Lease with respect to assignments by the Tenant, provided, however, that the Landlord's consent shall not be required to an assignment or transfer of the issued and outstanding capital stock of the Tenant:
(a) to a corporation controlled by or subject to the same control as the assignor or transferor;
(b) to a member or members of the family of the assignor or transferor; or
(c) in the case of devolution through death. For the purpose of this Article, "control" of any corporation shall be deemed to be vested in the person or persons owning more than 50% per cent of the voting power for the election of the board of directors of such corporation and a "member or members" of the family of any assignor or transferor shall include his spouse, parents, brothers or sisters and issue.
