Change of Control Fee. A. Notwithstanding the provisions in any equity, phantom stock or stock appreciation rights plan or award agreement to the contrary, any equity or stock price based awards (including phantom stock units and stock appreciation rights) previously granted to the Executive will become fully vested and exercisable and all restrictions on restricted awards will lapse upon any Change of Control (as defined below), regardless of whether Employee remains employed by the Company or its successor following the Change of Control.
B. If the Executive terminates his employment with the Company with Good Reason, or if the Company terminates the Executive’s employment without Cause within 18 months following a Change of Control of the Company, the Executive will be entitled to a lump-sum cash payment equal to the sum of (i) two (2) times the Executive’s current Base Salary as of the date of the Change of Control, and (ii)) four (4) times the cash bonus that the Executive earned in the year immediately preceding the Change of Control. Such payment shall be made within 60 days of the date of the Executive’s Separation from Service. To the extent that any disputes arise involving the terms and conditions of this Agreement (or the termination of the Executive’s employment) following a Change of Control, the Executive shall be entitled to reimbursement by the Company for his reasonable attorneys’ fees and other legal fees and expenses incurred in connection with contesting or disputing any such termination or seeking to obtain or enforce any right or benefit provided for under this Agreement. Any such fees and expenses shall be reimbursed by the Company as they are incurred. All reimbursements will be made no later than December 31 of the calendar year following the calendar year in which the expense was incurred. The amounts reimbursed in one taxable year will not affect the amounts eligible for reimbursement by Company in a different taxable year. Executive may not elect to receive cash or any other benefit in lieu of the reimbursement of legal fees and expenses provided by this Section. If Executive is entitled to a payment pursuant to this Section 8, the Executive shall be ineligible for any payment due pursuant to Section 7.
C. For purposes of this Agreement, “Change of Control” shall mean a “change in the ownership or effective control of a corporation,” or a “change in the ownership of a substantial portion of the assets of a corporation” within the meaning of Code Sect...
Change of Control Fee. (i) In the event of a Change of Control Transaction during the Initial Term, any Automatic Renewal Term or the period from and including the Termination Date until the date that is the three (3) month anniversary of the Termination Date, the Company shall pay a fee in an amount equal to one percent (1.0%) of the aggregate Consideration in connection with the Change of Control Transaction (the “Change of Control Transaction Fee”). Any Change of Control Transaction Fee shall be payable at the closing of the Change of Control Transaction to which such Change of Control Transaction Fee relates. The term “Consideration” shall mean the total amount of cash and the fair market value of other property paid or payable (including amounts paid into escrow) to the Company, its subsidiaries and/or their respective shareholders in connection with the Change of Control Transaction, including amounts paid or payable to acquire unexercised or unconverted warrants, convertible securities, options or similar rights, whether or not vested, which shall be deemed to include the value of any options, warrants or convertible securities of the Company which are assumed by the acquiror or amended to provide that they are exercisable for or convertible into capital stock of the acquiror, plus, without duplication, the principal amount of all indebtedness for borrowed money or similar non-trade related liabilities (including on balance sheet pension deficits and any other quantified liabilities incurred or accrued in relation to pension obligations, guarantees or capitalized leases) (collectively, “Indebtedness”) of the Company and its subsidiaries outstanding immediately prior to consummation of the Change of Control Transaction or, in the case of a sale of assets, all Indebtedness of the Company and its subsidiaries assumed or refinanced by the acquiror. If a Change of Control Transaction, other than a sale of assets, results in a majority (but less than all) of the stock of the Company having been acquired, the Consideration shall be calculated pursuant to this Section 5(c)(i) as an acquisition of stock in which all of the stock of the Company had been acquired at a price equal to the highest price per share paid by the acquiror for any shares it acquired at the time of the Change of Control Transaction.
Change of Control Fee. In certain agreements, Harvard may negotiate a Change of Control fee.}
Change of Control Fee. Upon a Change of Control, the Company shall pay, on or prior to the consummation of the Change of Control, the Change of Control Fee set forth in (and as defined in) the Change of Control Fee Letter.
Change of Control Fee. [****] payable as provided in section 12.5 of the Terms and Conditions.
Change of Control Fee. Within [***] following (a) the first Change of Control of Company and (b) the first Change of Control of each Affiliated Sublicensee, Company shall report such Change of Control to MIT in writing and Company shall pay to MIT the cash equivalent of the lesser of: (i) [***] or (ii) [***]. Should this calculation yield a value less than [***], this payment shall be set to [***]. Notwithstanding the foregoing, if the Change of Control is not the result of an arms’ length transaction with an unaffiliated third party then the consideration received by Company for such Change of Control shall be calculated [***]. Where a Change of Control of an Affiliated Sublicensee is followed by a Change of Control of Company, the fee [***].
Change of Control Fee. [15] Licensee shall pay to the University a fee of $ upon a Change of Control under Section 12.6 of the General Terms [15]Amount of fee can be negotiated. This provision is especially important in the case of start-up companies as licensee, because their business model often assumes they will be acquired by a third party. University may also consider including that the license is terminated in the event of a change of control.
Change of Control Fee. In the event of Licensee Change of Control, Licensee will pay to Salk […***…] of any payments and consideration that Licensee receives in consideration of the Change of Control, whether paid upon execution of the Change of Control or at any time thereafter. Payments to Salk shall be made within […***…] days upon receipt of payment by Licensee. For the avoidance of doubt, any Change of Control payment is separate and distinct from Salk’s rights and consideration as a holder of Common Stock as provided in Section 4.1 of this Agreement. For clarity any sale, transfer or other disposition to a single person or group of all the Licensee’s assets and/or business that relate to both this Agreement and the FGF Agreement shall not be subject to the Change of Control Fee in accordance with this Section 4.7.
Change of Control Fee. Upon the occurrence of a Change of Control on or before the date of the repayment in full of the Obligations (other than contingent indemnification obligations and other obligations that by the express terms of this Agreement survive the repayment of the Loans) (on the Maturity Date, by prepayment pursuant to Section 2.4.2 or in the event that the Obligations shall be declared or shall become due and payable pursuant to Section 8.2), the Borrowers agree to pay to the Lender, for its own account, a change of control fee equal to [**]% of the sum of (i) the full principal amount of the Tranche One Loan, (ii) if borrowed, the full principal amount of the Tranche Two Loan and (iii) if borrowed, the full principal amount of the Delayed Draw Term Loan which was borrowed by the Borrowers. For the avoidance of doubt, the change of control fee described in the immediately preceding sentence shall be paid in addition to any Prepayment Premium.
Change of Control Fee. Upon the occurrence of any Change of Control which is consented to by the Required Lenders, in their sole discretion, in accordance with the proviso of the definition of “Change of Control,” the Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, a fee in an amount equal to 1% of the aggregate outstanding Loans.
