Change of Control or Liquidation. In the event Employee is terminated on or within one year following a Change of Control of Employer or a Change of Control of Company, Employee shall be entitled to severance payments as set forth in Section 5.2. In addition, pursuant to the terms of the LTIP and the applicable awards, upon a Change of Control of Company or Employer all outstanding awards (including, without limitation, those specified in Section 4.3 above) shall automatically vest or become exercisable, as the case may be.
Change of Control or Liquidation. Any Change of Control of the Borrower, or the dissolution, liquidation, or winding up of Borrower or any substantial portion of its business. As used herein, a “Change of Control” shall be deemed to occur upon the consummation of any of the following events: (a) any Person or Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange (other than Borrower or any Subsidiary of Borrower) shall beneficially own (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, at least fifty percent (50%) of the total voting power of all classes of capital stock of Borrower entitled to vote generally in the election of the Board; (b) Current Directors (as herein defined) shall cease for any reason to constitute at least a majority of the members of the Board (for this purpose, a “Current Director” shall mean any member of the Board as of the date hereof and any successor of a Current Director whose election, or nomination for election by the Borrower's shareholders, was approved by at least a majority of the Current Directors then on the Board); (c) (i) the complete liquidation of the Borrower, or (ii) the merger or consolidation of the Borrower, other than a merger or consolidation in which (x) the holders of the Common Stock of Borrower immediately prior to the consolidation or merger have, directly or indirectly, at least a majority of the Common Stock of the continuing or surviving corporation immediately after such consolidation or merger, or (y) the Board immediately prior to the merger or consolidation would, immediately after the merger or consolidation, constitute a majority of the board of directors of the continuing or surviving corporation, which liquidation, merger or consolidation has been approved by the shareholders of the Borrower; (d) the sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the assets of Borrower pursuant to an agreement (or agreements) which has (have) been approved by the shareholders of Bxxxxxxx; or (e) the appointment of a new chief executive officer.
Change of Control or Liquidation. (a) In the event of:
Change of Control or Liquidation. If, during the Primary Term of this Agreement, there is a "Change of Control Event" or a "Liquidating Event" that results in the termination of Employee's employment (a) by Employer for any reason other than those set forth in Section 6.1 or (b) by Employee for "Good Reason," Employee shall be entitled to the compensation, reimbursements and benefits set forth in Section 6.2(b) except that the lump sum severance payment set forth in Section 6.2(b)(i) shall be equal to two years of Employee's then Base Salary.
