Change in Employer Status Sample Clauses

Change in Employer Status. Notwithstanding anything above, Employee may terminate, at Employee's sole discretion, the Period of Employment (in which case all of Employer's obligations under this Agreement shall cease after payment of all compensation due and owing) upon any formal action of Employer's management to terminate Employer's existence or otherwise wind up its affairs, to sell all or substantially all of its assets, merge with or into another entity, or in the event of a change of control of more than 50 % of the outstanding shares of the company. In the event Employee terminates the Period of Employment under this subsection, Employer shall pay Employee all compensation due and owing through the last day actually worked plus a Severance Payment as described in subsection 4(e) below, which payment shall be in lieu of any damages under this Agreement for any alleged breach. Employee shall be entitled to compensation under this subsection 4(d) only if, within one hundred and eighty (180) days after the change in employer status becomes effective, Employee gives Employer, or its successor or assigns, ninety (90) day's notice of Employee's intent to terminate the Period of Employment. Upon receiving this notice, Employer shall have the option, in its complete discretion, to make Employee's termination effective at any time prior to the end of the notice period, provided that Employer pays Employee all compensation due and owing through the balance of the notice period (not to exceed ninety (90) days), in addition to all other compensation due and owing, including without limitation, the Severance Payment.
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Change in Employer Status. In the event of a change in employer status, members of Local 1 will retain all of their rights under the Collective Agreement.”
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Change in Employer Status. To the extent permitted by law, Employer, in its sole discretion may terminate the Period of Employment (in which case all of Employer's obligations under this Agreement shall cease after payment of all compensation due and owing, including payment for accrued unused vacation, expense reimbursement and other amounts he may be entitled to), upon the Employer’s Board of Directors adopting a resolution to terminate Employer's existence or otherwise wind up its affairs.
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Change in Employer Status. To the extent permitted by law, SpaceDev, in its sole discretion, may terminate this Agreement (in which case all of SpaceDev's obligations under this Agreement shall cease after payment of all compensation due and owing) upon any formal action of the Board approving the liquidation or dissolution of SpaceDev.
Sample 1
Change in Employer Status. To the extent permitted by law, Western, in its sole discretion, may terminate the Period of Employment (in which case all of Western's obligations under this Agreement shall cease after payment of all compensation due and owing, such as accrued vacation, earned but unpaid salary, and expense reimbursements, if any) upon any formal action of Western's Board of Directors to terminate Western's existence or otherwise wind up its affairs, to sell all or substantially all of its assets, or to merge with or into another entity.
Sample 1
Change in Employer Status. To the extent permitted by law, Company, in its sole discretion, may terminate this Agreement (in which case all of Company's obligations under this Agreement shall cease after payment of all compensation due and owing) upon any formal action of Company's management to terminate Company's existence or otherwise wind up its affairs, to sell all or substantially all of its assets, or to merge with or into another entity.
Sample 1
Change in Employer Status. To the extent permitted by law, Employer, in its sole discretion, may terminate the Period of Employment (in which case all of Employer's obligations under this Agreement shall cease after payment of all compensation due and owing) upon any formal action of Employer's management to terminate Employer's existence or otherwise wind up its affairs, to sell all or substantially all of its assets, or to merge with or into another entity.
Sample 1
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Change in Employer Status. To the extent permitted by law, SPDV, in its sole discretion, may terminate the Period of Employment (in which case all of SPDV's obligations under this Agreement shall cease after payment of all compensation due and owing) upon any formal action of SPDV's management to terminate SPDV's existence or otherwise wind up its affairs, to sell all or substantially all of its assets, or to merge with or into another entity.
Sample 1

Related to Change in Employer Status

  • Change in Employment Status The District shall promptly notify the OEA Membership Specialist whenever an employee in the bargaining unit is placed on an unpaid leave of absence, retires, is laid off, resigns, or changes their name.

  • Change in Effective Control A Change in Effective Control occurs if, over a twelve (12) month period: (i) a person or group acquires stock representing thirty percent (30%) of the voting power of the corporation; or (ii) a majority of the members of the board of directors of the ultimate parent corporation is replaced by directors not endorsed by the persons who were members of the board before the new directors’ appointment, as defined in Treasury Regulations §1.409A-3(i)(5)(vi).

  • Change in Effective Control of the Company A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

  • Effect on Employment Neither the grant of the Stock Option, nor the issuance of Shares upon exercise of the Stock Option, will give the Optionee any right to be retained in the employ or service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

  • No Effect on Employment Subject to any employment contract with the Employee, the terms of such employment will be determined from time to time by the Company, or the Subsidiary employing the Employee, as the case may be, and the Company, or the Subsidiary employing the Employee, as the case may be, will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Employee at any time for any reason whatsoever, with or without good cause. The transactions contemplated hereunder and the vesting schedule set forth on the first page of this Agreement do not constitute an express or implied promise of continued employment for any period of time. A leave of absence or an interruption in service (including an interruption during military service) authorized or acknowledged by the Company or the Subsidiary employing the Employee, as the case may be, shall not be deemed a Termination of Service for the purposes of this Agreement.

  • Change in Status ‌ In the event of any substantive change in its legal status, organizational structure, or fiscal reporting responsibility, Contractor will notify HCA of the change. Contractor must provide notice as soon as practicable, but no later than thirty (30) calendar days after such a change takes effect.

  • An Employee once sent on annual leave shall not be recalled for duty except by mutual agreement between the Employer and Employee.

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall mean any of the following events: (A) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not constitute a Change in Control of the Company: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subparagraph (C) below; (B) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; (D) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Change in Control Event (a) Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event. (b) A Change in Control shall not be a Qualifying Distribution Event.

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