Change of Control Agreements. Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any director, officer or employee of the Company. Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options, (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.
Change of Control Agreements. The Company shall not enter into any agreement for, or otherwise willingly engage in, a transaction constituting a Change of Control unless (i) such agreement provides for or does not interfere with or prevent (as applicable) the exercise by the Holders of their Change of Control Put in a manner that is consistent with and gives effect to this Section 9, and (ii) the acquiring or surviving Person in such Change of Control represents or covenants, in form and substance reasonably satisfactory to the Board acting in good faith, that at the closing of such Change of Control that such Person shall have sufficient funds (which may include, without limitation, cash and cash equivalents on the Company’s balance sheet, the proceeds of any debt or equity financing, available lines of credit or uncalled capital commitments) to consummate such Change of Control and the payment of the Change of Control Put Price in respect of shares of Series B Preferred Stock that have not been converted into Common Stock prior to the Change of Control Effective Date pursuant to Section 6 or Section 7, as applicable.
Change of Control Agreements. The Company has no plans, programs or agreements to which it is a party, or to which it is subject, pursuant to which payments (or acceleration of benefits) may be required upon, or may become payable directly or indirectly as a result of, any change of control of the Company.
Change of Control Agreements. 17 Section 3.11. Litigation............................................................................18 Section 3.12. Contracts and Commitments.............................................................18 Section 3.13.
Change of Control Agreements. Except as set forth in Section 4.11 of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any director, officer or employee of the Company or any Subsidiary. Without limiting the generality of the foregoing, no amount paid or payable by the Company or any Subsidiary in connection with the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an "excess parachute payment" within the meaning of Section 280G of the Code.
Change of Control Agreements. ASARCO has change of control employment agreements with the 12 people listed in Section 5.18(a) of the ASARCO Disclosure Schedule which provide certain benefits upon a termination of employment other than for "cause" or for "good reason" following the Effective Time. Parent shall take all appropriate steps necessary to, and will, give reasonable advance notice of its intention to offer employment (including the proposed terms thereof), or not to offer employment, to each of the aforementioned 12 people and will make such offers in the former case, all sufficiently in advance of the Effective Time to afford such offerees reasonable time prior to the Effective Time to decide whether or not to accept the employment offered prior to the Effective Time. ASARCO has previously made written disclosure to Parent for each of such 12 people and for all such people in the aggregate of the total estimated amount payable to such people for all obligations owed to them by ASARCO under all contractual and plan arrangements with such people, assuming that the employment of each such person was terminated effective as of December 31, 1999 (except that specific benefits are calculated as of specified dates set forth in the written disclosure). The parties hereto agree that the transactions contemplated by the Agreement shall constitute a "change of control" for purposes of the change of control employment agreements referred to in this Section 5.18.
Change of Control Agreements. Except as set forth in Section 6.15 of the Clearwire Disclosure Schedule, neither the execution and delivery of this Agreement, the Merger nor the other Transactions contemplated by this Agreement will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, trigger any payment or funding (through a grantor trust or otherwise) of, or increase the amount or value of, any payment or benefit to any director, officer, employee or consultant of Clearwire or any of its Subsidiaries. Except as previously disclosed to Sprint and the Investors in writing expressly referencing this Section 6.15, and without limiting the generality of the foregoing, no amount paid or payable by Clearwire or any of its Subsidiaries in connection with the Merger or the other Transactions contemplated by this Agreement, including accelerated vesting of options (either solely as a result thereof or as a result of those Transactions in conjunction with any other event), will be an “excess parachute payment” within the meaning of Section 280G of the Code.
Change of Control Agreements. In the event a change of control with each of our executive officers providing for severance payments and accelerated vesting of options in the event the employment of the executive officer is terminated in connection with a Change of Control. Change of Control is defined in these Agreements to include (i) mergers or consolidations in which our shareholders own less than 50% of the resulting company; (ii) acquisition by a person or group of 20% or more of the total combined voting power of our outstanding securities; (iii) sale of substantially all of our property or assets to anyone other than a wholly-owned subsidiary; (iv) a change in the Board of Directors which results in continuing directors representing less than 70% of the Board; and (v) entering into a letter of intent or agreement relating to one of the preceding events that actually results in a Change of Control or commencement of a tender offer, exchange offer or proxy contest that ultimately results in an event described in items (ii) or (iv) preceding. In the event of a ?Change of Control Termination,? which is defined to include termination of employment by the executive officer if he or she believes that certain actions adverse to him or her have occurred in connection with a Change of Control, the executive officer is entitled to severance benefits, continued coverage under the employer?s life, health and dental plans and immediate vesting of all stock options held by the executive officer. The severance benefit .05% of the total issued and outstanding shares the Company and an acceleration of the anniversary shares
Change of Control Agreements. The Executive and Company agree that the Change of Control Agreement entered into between the parties concurrent with this Agreement (the “Hologic Change of Control Agreement’) shall provide, subject to and conditioned upon the consummation of the Merger, that the payment of any Retention Bonus, issuance of Restricted Stock Units and for severance provided under this Agreement shall not be taken into consideration when determining and/or calculating the Executive’s Annual Base Salary, Annual Bonus, Average Annual Bonus, Change of Control Payments or Special Bonus thereunder (as such terms are defined or used in the Hologic Change of Control Agreement). The Change of Control Agreement, as amended, entered into by and between Cytyc and Executive with an effective date of July 23, 2003 attached hereto as Exhibit C (the “Cytyc Change of Control Agreement”) shall remain in full force and effect in accordance with its original terms, other than payment of the Change of Control payment provided for under Section 2(a)(i)(B) therein, which shall be paid to Executive by Cytyc immediately prior to and subject to the consummation of the Merger.
Change of Control Agreements. All Change of Control Agreements have been amended in accordance with the form of amendment for all such Change of Control Agreements set forth on Schedule 3.24 hereto.
