Change of Control Protection Sample Clauses

Change of Control Protection. If subsequent to the date hereof, there is an Acquisition of Control of the Company, and any time within two (2) years thereafter, (i) your employment with the Company is terminated without Cause or (ii) you resign for Other Reasons as set forth in paragraph 8 (c), then in either case you shall be entitled to receive a severance (the "Change of Control Base Salary Severance") equal to three (3) times your then current Base Salary as well as an amount equal to three (3) times your "Target Bonus" as defined, at the time of termination or resignation, in the Company's Bonus Program (the "Change of Control Bonus Payment") for the calendar year immediately preceding your termination or resignation under this paragraph. The Company shall reimburse you for your payments under COBRA for a period of one (1) year following the date of termination or resignation, should you elect to continue coverage pursuant to COBRA. The Change of Control Base Salary Severance together with the Change of Control Bonus Payment (collectively, "the Change of Control Severance Amount") shall be paid to Executive in equal installments over a period of two years commencing with Executive's termination or resignation date and at the times the Base Salary would have otherwise been paid had Executive's employment not been terminated. The payments and benefits provided for in this paragraph shall be in lieu of and not in addition to any other payments or benefits set forth in this Agreement, including but not limited to those For the purposes of this paragraph 8 only, the following terms shall have the meanings set forth below:
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Change of Control Protection. Upon the occurrence of a Change of Control, New Secured Noteholders will have the right to require the Issuer to repurchase all of the New Secured Notes at 101% of the principal amount of the New Secured Notes repurchased, plus accrued and unpaid interest to (but excluding) the repurchase date. Definition of “Change of Control” shall match the definition in the harmonized Secured Facilities Agreement, subject to satisfactory review by the New Secured Noteholders.
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Change of Control Protection. Clause 16.6 of the new service agreement, sets out a new entitlement following a change of control. In summary the amendments are:
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Change of Control Protection. If during the Term there is an Acquisition of Control of the Company, and any time within two (2) years thereafter, (i) your employment with the Company is terminated without Cause or (ii) you resign for Other Reasons as set forth in paragraph 8 (c), then except as otherwise provided in Section 8(d)(ii) you shall be entitled to receive severance equal to three (3) times the annual Non-Compete Benefit and the Company shall reimburse you for your payments under COBRA for a period of eighteen months (18 months) following the date of termination or resignation, should you elect to continue coverage pursuant to COBRA. For purposes of this paragraph, payment of the aggregate amount of the Non-Compete Benefit shall be paid to Executive in equal installments over a period of two years commencing with Executive's termination or resignation date and at the times the Base Salary would have otherwise been paid had Executive's employment not been terminated. The payments and benefits provided for in this paragraph shall be in lieu of and not in addition to any other payments or benefits set forth in this Agreement, including but not limited to those provided under paragraphs 4(d) and 5. Except as otherwise provided in Section 8(d)(ii), the stock option agreements covering the options granted to you in connection with your employment (the "Options"), will be amended to provide for an acceleration of the vesting of such options upon the circumstances described above. For the purposes of this paragraph 8 only, the following terms shall have the meanings set forth below:
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Change of Control Protection. A Change of Control shall mean: (i) a sale of all or substantially all of the assets of the Company; or (ii) a merger or consolidation in which the Company is not the surviving corporation or a reverse merger in which the Company is the surviving corporation but the shares of the Common Stock outstanding immediately preceding the merger are converted by virtue of the merger in other property, whether in the form of securities, cash or otherwise. Should the Company undergo a Change of Control at any time in the future, the Employee shall be entitled to full and immediate vesting of all non-vested options (subject to provisions in the Company Stock Option Plan) previously granted to Employee. In addition, if the Company should undergo a Change of Control on or before June 15, 2009 that results in the elimination of Employee’s role or a substantial reduction in Employee’s then current responsibilities, Employee shall be entitled to a one time severance cash payment equal to 12 months of salary based on Employee’s then current monthly base pay.
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Change of Control Protection. In the event of the takeover or fundamental restructuring of the Company which results in the loss of your current position, you will be entitled to receive compensation comprising two years' salary plus 25% for loss of bonus and (pound)30,000 for loss of benefits. The above offer is also subject to your acceptance of certain employment policies of Great Lakes Chemical Corporation, copies of which are enclosed, viz:- - Great Lakes Chemical Corporation Anti-trust Policy. Please read the statement enclosed and by signing this letter you signify your acceptance of this policy. - Great Lakes Chemical Corporation Code of Ethical Conduct. - Great Lakes Chemical Corporation Confidentiality Agreement. Please note that Articles 7 and 8 of this Agreement are replaced by the following new Article 7:- "this agreement shall be governed and construed in all respects in accordance with English Law and the parties hereby submit to the non-exclusive jurisdiction of the English courts". Should you wish to accept our offer would you please sign your acceptance on the duplicate of this letter and EITHER the enclosed Pension Plan Membership Application Form OR Waiver Form, and one copy of each of the Great Lakes Chemical Corporation Code of Ethical Conduct and Confidentiality Agreement and return them to me. Yours sincerely, ALAN XXXXXXX XXXECTOR OF HUMAN RESOURCES Signed: _________________________________________________ Dated: _____________ Enc.
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Change of Control Protection. If subsequent to the date hereof, there is an Acquisition of Control of the Company, and any time within two (2) years thereafter, (i) your employment with the Company is terminated without Cause or (ii) you resign for Other Reasons as set forth in paragraph 8 (c), then in either case you shall be entitled to receive a severance (the "Change of Control Base Salary Severance") equal to three (3) times your then current Base Salary as well as an amount equal to three (3) times your "Target Bonus" as defined, at the time of termination or resignation, in the Company's Bonus Program (the "Change of Control Bonus Payment") for the calendar year immediately preceding your termination or resignation under this paragraph. The Company shall reimburse you for your payments under COBRA for a period of one (1) year following the date of termination or resignation, should you elect to continue coverage pursuant to COBRA. The Change of Control Base Salary Severance together with the Change of Control Bonus Payment (collectively, "the Change of Control Severance Amount") shall be paid to Executive in equal installments over a period of two years For the purposes of this paragraph 8 only, the following terms shall have the meanings set forth below:
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Change of Control Protection. You will be provided Change of Control benefits consistent with the plan in place for CESI executives. The plan provides for 2 years salary, bonus and benefits and vesting of options if terminated, or if the scope of your position’s responsibility is changes substantially, within 2 years of a Change of Control.
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Change of Control Protection. In the event that a Change of Control occurs, you will, upon notice to the Company given within 12 months of the Change of Control, have the right to terminate your employment and, if you do so, you will be entitled to the termination benefits provided below. A Change of Control will be deemed to occur if (i) the Sappi Group ceases to beneficially own (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 ("Rule 13d-3") more than ---------- 50% of the total voting power of the voting stock of the Company, (ii) any person or group of persons under common control (other than South African National Life Assurance Company, Sankorp Limited, Genbel Investments Ltd. or Rembrandt Group Limited or any of their affiliates) obtains beneficial ownership (as defined in Rule 13d-3) of more than 50% of the total voting power of the voting stock of Sappi Limited, (iii) the board of directors of the Company approves any agreement or plan of merger or consolidation of the Company into any entity other than SDW Holdings Corporation ("Holdings") or a member of the Sappi Group, (iv) the shareholders of the -------- Company approve any plan of complete liquidation of the Company, other than a plan pursuant to which the Company will be liquidated into Holdings or a member of the Sappi Group or (v) the Company's shareholders approve a sale or other disposition of all or substantially all of the assets of the Company, other than a sale to Holdings or a member of the Sappi Group. If you terminate your employment following a Change of Control, your employment shall terminate 60 days after the Company receives notice thereof or such shorter period as the Company may elect. The "Sappi Group" ----------- shall mean Sappi Limited and each other entity in respect of which more than 50% of the total voting power of the voting stock of such entity is beneficially owned by members of the Sappi Group.
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Related to Change of Control Protection

  • Change of Control Provisions If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Debentures as described above, the Company will be required to make an offer to each holder of Debentures to repurchase all or any part (in integral multiples of $1,000) of that holder’s Debentures at a repurchase price in cash equal to 101% of the aggregate principal amount of Debentures repurchased plus any accrued and unpaid interest on the Debentures repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Company’s option, prior to a Change of Control, but after the public announcement of the Change of Control, the Company will mail a notice to each holder of Debentures, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Debentures on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Debentures as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Debentures, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Debentures by virtue of such conflict. Sinking Fund Provisions: No sinking fund provisions Defeasance Provisions: Legal defeasance and covenant defeasance permitted upon compliance with conditions set forth in the Indenture Additional Terms: Except as otherwise provided in this Schedule II, such other terms are specified in the Pricing Prospectus. Capitalized terms used herein and not defined herein have the meanings specified in the Pricing Prospectus. Time of Sale:

  • Change in Control Provisions Notwithstanding anything to the contrary in these Terms and Conditions, the following provisions shall apply to all Stock Units granted under the attached Award 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.

  • Limitation on Change in Control Payments Notwithstanding anything in this Section 3.3 to the contrary, if, with respect to the Optionee, the acceleration of the vesting of this Option as provided above (which acceleration could be deemed a “payment” within the meaning of Section 280G(b)(2) of the Code), together with any other payments that the Optionee has the right to receive from the Company or any corporation which is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), the payments to the Optionee stated herein will be reduced to the largest amount that will result in no portion of the payments being subject to the excise tax imposed by Section 4999 of the Code; provided, however, that if the Optionee is subject to a separate agreement with the Company or a Subsidiary that expressly addresses the potential application of Sections 280G or 4999 of the Code (including, without limitation, that “payments” under such agreement or otherwise will be reduced, that the Optionee will have the discretion to determine which “payments” will be reduced, that such “payments” will not be reduced or that such “payments” will be “grossed up” for tax purposes), then this Section 3.3(b) will not apply, and any payments to the Optionee under Section 3.3(a) of this Agreement will be treated as payments arising under such separate agreement.

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

  • 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.

  • 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 Event (a) If a Change of Control Event occurs, each Holder will have the right to require the Issuer to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Issuer shall offer to purchase such Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and additional amounts, if any, on the Notes repurchased, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

  • Notice of Change in Control or Control Event The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.3. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.3.

  • Impact of Change in Control If a Change in Control (as defined in the Plan) of the Company occurs, this Option will become immediately exercisable in full and will remain exercisable until the Time of Termination, regardless of whether the Optionee remains in the employ or service of the Company or any Subsidiary. In addition, if a Change in Control of the Company occurs, the Committee, in its sole discretion and without the consent of the Optionee, may determine that the Optionee will receive, with respect to some or all of the Option Shares, as of the effective date of any such Change in Control of the Company, cash in an amount equal to the excess of the Fair Market Value (as defined in the Plan) of such Option Shares immediately prior to the effective date of such Change in Control of the Company over the option exercise price per share of this Option.

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