Change of Control Premium Sample Clauses

Change of Control Premium. 9 Claim ................................................................. 9 Closing ............................................................... 10
Sample 1See All (8)
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Change of Control Premium. In the event that all, or any portion, of the Loans is repaid (whether voluntarily, mandatorily, as a result of acceleration, or otherwise) (i) upon the occurrence of a Change of Control during the first year after the Incremental Funding Date, Borrower shall pay a fee to Lenders, ratably in accordance with their respective commitment percentages set forth on Schedule 1.1 hereto, equal to the present value (discounted at a rate equal to the rate on five-year U.S. treasury billed at the time of such Change of Control as reasonably selected by Lenders plus 50 basis points) of the unpaid interest that would have accrued through the first anniversary of the Incremental Funding Date as though the full amount of the Loans had been funded on the Incremental Funding Date and had remained outstanding during such one-year period or (ii) upon the occurrence of a Change of Control at any time after the first anniversary of the Incremental Funding Date, such repayment (whether voluntary, mandatory, as a result of acceleration, or otherwise) shall be subject to the applicable Prepayment Premium set forth in 1.1(b)(i) above.
Sample 1Sample 2
Change of Control Premium. The Change of Control Premium, when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata Shares. The obligation of Borrower to pay the Change of Control Premium shall survive termination of this Agreement and payment in full of Obligations; provided that such obligation shall expire on that date which is the earlier of (i) seven (7) years following the Effective Date, or (ii) Borrower’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended;
Sample 1Sample 2
Change of Control Premium. If a Change of Control occurs, the Required Lenders may, at their option and in their sole discretion, instruct the Administrative Agent by written notice to the Borrower to require the Borrower to repay all of the Obligations in cash in an amount equal to 100% of the aggregate unpaid principal amount of the Obligations then outstanding plus the Change of Control Premium (the “Change of Control Prepayment”). The Borrower must pay the Change of Control Prepayment within 10 Business Days of demand therefor by the Administrative Agent. 2.04
Sample 1
Change of Control Premium. If a Change of Control occurs during the twelve (12) month period after the Closing Date, each of the Purchaser and Holdings, as the case may be, will or will cause the Company or the surviving entity to pay the Change of Control Premium to the Seller within forty-five (45) days following the Change of Control Date. The "Change of Control Premium" shall be determined as follows: (i) if the Change of Control Purchase Price is less than or equal to an amount equal to the Final Cash Consideration plus a sixteen percent (16%) annualized pre-tax return thereon through the Change of Control Date (the "Return Threshold Amount"), then the Change of Control Premium shall equal zero dollars ($0); (ii) if the Change of Control Purchase Price is greater than the Return Threshold Amount, but less than or equal to the sum of (A) the Return Threshold Amount and (B) the Closing Date Goodwill Amount (as defined below), then the Change of Control Premium shall equal the Change of Control Purchase Price less the Return Threshold Amount; and (iii) if the Change of Control Purchase Price is greater than the sum of the Return Threshold Amount and the Closing Date Goodwill Amount, the Change of Control Premium shall equal the sum of the Closing Date Goodwill Amount and twenty percent (20%) of the excess of the Change of Control Purchase Price over the sum of (A) the Return Threshold Amount and (B) the Closing Date Goodwill Amount. The "Closing Date Goodwill Amount" shall mean the amount (if positive) equal to (i) the Net Worth as reflected on the Closing Date Balance Sheet, plus (ii) the Net Deferred Tax Liability as reflected on the Closing Date Balance Sheet, minus (iii) the Final Cash Consideration, minus (iv) $21,910,000.
Sample 1
Change of Control Premium. If a Change of Control occurs, the Required Lenders may, at their option and in their sole discretion, instruct the Administrative Agent by written notice to the Borrower to require the Borrower to immediately repay all of the Obligations in cash in an amount equal to 100% of the aggregate unpaid principal amount of the Obligations to be repaid plus a prepayment premium equal to 1% of such aggregate unpaid principal amount plus accrued and unpaid interest to the date of repayment (“Change of Control Prepayment”). Borrower must pay the Change of Control Prepayment together with any applicable Prepayment Premium and any applicable Make Whole Premium, as the case may be.
Sample 1
Change of Control Premium. In the event that all, or any portion, of the Loans is repaid (whether voluntarily, mandatorily, as a result of acceleration, or otherwise) (i) upon the occurrence of a Change of Control during the first year after the date hereof, Borrower shall pay a fee to Lenders, ratably in accordance with their respective commitment percentages set forth on Schedule 1.1 hereto, equal to the amount of interest that would have accrued through the first anniversary of the date hereof as though the full amount of the Loans had been funded on the Closing Date and had remained outstanding during such one-year period or (ii) upon the occurrence of a Change of Control at any time after the first anniversary of the Closing Date, such repayment (whether voluntary, mandatory, as a result of acceleration, or otherwise) shall be subject to the applicable Prepayment Premium set forth in 1.1(b)(i) above.
Sample 1
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Related to Change of Control Premium

  • Change of Control Payments 26 3.19 Statements; Proxy Statement/Prospectus................................ 26 3.20

  • Change of Control Payment “Change of Control Payment” is defined in Section 3.9(a)(vii) of the Agreement.

  • Change in Control Payment The provisions of this Section 5 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change in Control of the Company. These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within 12 months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning 12 months after the occurrence of a Change in Control.

  • Change in Control Payments The provisions of this paragraph 8 set forth the terms of an agreement reached between Employee and the Company regarding Employee’s rights and obligations upon the occurrence of a “Change in Control” (as hereinafter defined) of the Company during the Term. These provisions are intended to assure and encourage in advance Employee’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such Change in Control. The following provisions shall apply in the event of a Change in Control, in addition to any payment or benefit that may be required pursuant to Section 7.

  • Change of Control Severance In addition to the rights of the Employee under the Company's employee benefit plans (paragraphs C of Section 3 above) but in lieu of any severance payment under paragraph F of this Section 4 above, if there is a Change in Control of the Company (as defined below) and the employment of the Employee is concurrently or subsequently terminated (a) by the Company without cause, (b) by the expiration of the Term of this Employment Agreement, or (c) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, that a material adverse change in his working conditions has occurred, that his services are no longer required in light of the Company's business plan, or the Company has breached this Employment Agreement, the Company shall pay the Employee, as a severance payment, at the time of such termination, the amount of Six Hundred Fifty Thousand Dollars ($650,000) together with the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of termination and shall provide him with all of this benefits under paragraph C of Section 3 above for the longer of six (6) months or the full unexpired Term of this Employment Agreement. If any such termination occurs at or after the substantial completion of the liquidation of the assets of the Company, the severance payment shall be increased by adding Eighty-One Thousand Two Hundred Fifty Dollars ($81,250) to such amount. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. For the purpose of this Employment Agreement, a Change in Control of the Company has occurred when: (a) any person (defined for the purposes of this paragraph G to mean any person within the meaning of Section 13 (d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other than Neoprobe or an employee benefit plan created by its Board of Directors for the benefit of its employees, either directly or indirectly, acquires beneficial ownership (determined under Rule 13d-3 of the Regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by Neoprobe having fifteen percent (15%) or more of the voting power of all the voting securities issued by Neoprobe in the election of Directors at the next meeting of the holders of voting securities to be held for such purpose; (b) a majority of the Directors elected at any meeting of the holders of voting securities of Neoprobe are persons who were not nominated for such election by the Board of Directors or a duly constituted committee of the Board of Directors having authority in such matters; (c) the stockholders of Neoprobe approve a merger or consolidation of Neoprobe with another person other than a merger or consolidation in which the holders of Neoprobe's voting securities issued and outstanding immediately before such merger or consolidation continue to hold voting securities in the surviving or resulting corporation (in the same relative proportions to each other as existed before such event) comprising eighty percent (80%) or more of the voting power for all purposes of the surviving or resulting corporation; or (d) the stockholders of Neoprobe approve a transfer of substantially all of the assets of Neoprobe to another person other than a transfer to a transferee, eighty percent (80%) or more of the voting power of which is owned or controlled by Neoprobe or by the holders of Neoprobe's voting securities issued and outstanding immediately before such transfer in the same relative proportions to each other as existed before such event. The parties hereto agree that for the purpose of determining the time when a Change of Control has occurred that if any transaction results from a definite proposal that was made before the end of the Term of this Employment Agreement but which continued until after the end of the Term of this Employment Agreement and such transaction is consummated after the end of the Term of this Employment Agreement, such transaction shall be deemed to have occurred when the definite proposal was made for the purposes of the first sentence of this paragraph G of this Section 4.

  • Change of Control Period “Change of Control Period” means the period beginning on the date three (3) months prior to, and ending on the date that is twelve (12) months following, a Change of Control.

  • Make-Whole Premium The Make-Whole Premium when due pursuant to the terms of Section 2.1.2(d); and

  • Change of Control Benefit Upon a Change of Control, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.

  • Make-Whole Payments A Make-Whole Payment will be due in connection with the Optional Redemption of the Notes on any date on or after the Earliest Redemption Date but prior to the First Par Redemption Date, as described in Section 8.2, solely to the extent funds are available therefor. Any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the earlier of the Redemption Date or the applicable Final Maturity Date. In addition, any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the date the Notes are declared to be, or have automatically become, immediately due and payable according to Section 5.2(a). For the avoidance of doubt, no Make-Whole Payment will be payable in connection with an Optional Redemption of the Notes on or after the First Par Redemption Date.

  • Change of Control Benefits (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two years following a Change of Control by the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a Change of Control, Executive shall be entitled to the benefits provided hereafter in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

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