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:
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:
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 certified by the Committee), you will become partially vested in the Shares subject to this Award, 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 you shall not become fully vested in this Award unless the Committee provides you with written notice that the Committee has decided, in its sole and absolute discretion, to accelerate such vesting. 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 hereof as a result of your retirement. 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. 4(h) For the purposes of this paragraph, a change in control shall mean a change whereby one or more related entities de facto 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 failing which 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 60 days prior written notice of such termination. 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 60 days prior written notice of such termination. Should the Landlord determine 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 sixty (60) days prior written notice of such termination
CHANGE IN CORPORATE CONTROL. (a) In the event of a Change in Corporate Control (as defined below), all stock options, restricted stock or other awards with time-based vesting granted to the Executive under any deferred compensation, incentive or other benefit plan maintained by the Corporation shall become fully vested and earned and payable and, in the case of stock options, exercisable in full and all stock options, restricted stock or other awards with performance-based vesting granted to the Executive under any deferred compensation, incentive or other benefit plan maintained by the Corporation shall become vested to the extent provided in the applicable award agreements.
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 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
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. 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: 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; any accrued but unpaid PTO pay through the date of termination; any bonuses earned but unpaid with respect to fiscal years or other completed bonus periods preceding the termination date; 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; any expenses owed to the Executive under Sections 4(d), or 4(e); 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; all of Executive’s outstanding stock options, restricted stock or other equity awards with time-based vesting shall become fully vested and, in the case of stock options, exercisable in full, and the Executive shall have the right to exercise such stock options during a period of ninety (90) days following the termination of employment, unless otherwise expressly provided in the applicable award agreement; all of Executive’s outstanding stock options, restricted stock, restricted stock units or other equity awards with performance-based vesting 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; 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...
