Change of Control And Ownership Sample Clauses

Change of Control And Ownership. In the event that (i) Executive's employment with the Company is terminated by the Company other than in accordance with Sections 5(a), (b), or (c) hereof during the Employment Period and (ii) such termination occurs after a Change in Control (as defined hereinbelow), Company shall pay Executive a cash bonus ("Severance Payment") in an amount equal to Executive's Average Annual Compensation (as defined hereinbelow), multiplied by a factor of 2.99, provided, however, that in no event shall the amount due and payable hereunder constitute a "Parachute Payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended. In the event that any portion of the Severance Payment would be deemed a Parachute Payment, the amount of the Severance Payment shall be reduced only to the extent necessary to eliminate any such treatment or characterization.
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Change of Control And Ownership. In the event that (i) Executive's employment with the Company is terminated by the Company other than in accordance with Sections 5(a), (b), or (c) hereof during the Employment Period and (ii) such termination occurs after a Change in Control (as defined hereinbelow), Company shall pay Executive a cash bonus ("Severance Payment") in an amount equal to Executive's Average Annual Compensation (as defined hereinbelow).
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Change of Control And Ownership 
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Related to Change of Control And Ownership

  • Change of Control Agreement Except as expressly amended herein, all of the terms and provisions of the Change of Control Agreement shall remain in full force and effect.

  • 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 in Control Agreement An Agreement Regarding Change in Control in effect between the Company (or the Surviving Entity) and the Employee, if any.

  • Change in Control Agreements Simultaneously with the execution and delivery of this Agreement, the Company and the Executive have executed and delivered a Change In Control Agreement ("C-I-C Agreement"), which applies under the circumstances and during the period described therein. If circumstances arise which cause both the C-I-C Agreement and this Agreement to apply to the Company and the Executive, then, to the extent of any inconsistency between the provisions of this Agreement and the C-I-C Agreement, the terms of the C-I-C Agreement alone shall apply. However, if the C-I-C Agreement does not apply (as, for example, if there is no Change in Control as described therein, or the C-I-C Agreement has expired, or the C-I-C Agreement simply does not apply), then the provisions of this Agreement shall control and be unaffected by the C-I-C Agreement.

  • Benefits Upon Change of Control The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event of a Change of Control or if Executive’s employment with the Company is terminated under the circumstances described herein.

  • Change of Control/Change in Management (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the then outstanding voting stock of the Parent;

  • Assignment and Change of Control 11.2.1 Except as provided in this Section 11.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party.

  • Termination on Change of Control By delivering 15 days’ written notice to the Company, the Employee may terminate his employment for Good Reason under this Agreement at any time within one year after a Change in Control.

  • Change of Control of the Company A "Change of Control of the Company" shall mean the occurrence of any of the following events:

  • No Change of Control The Company shall use reasonable best efforts to obtain all necessary irrevocable waivers, adopt any required amendments and make all appropriate determinations so that the issuance of the Shares to the Purchasers will not trigger a “change of control” or other similar provision in any of the agreements to which the Company or any of its Subsidiaries is a party, including without limitation any employment, “change in control,” severance or other agreements and any benefit plan, which results in payments to the counterparty or the acceleration of vesting of benefits.

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