Change of Control Provision. In the event that any Party to this Agreement sells a controlling interest of its company to a third party, that Party shall have the right to cease work on behalf of any customer until it becomes satisfied (or otherwise) with the new third party, at which time it may choose to carry on or terminate this Agreement without further notice or obligation.
Change of Control Provision. If upon a Change of Control, Executive is not offered the President position of the combined corporation (or other business organization) resulting from such Change of Control, (i) a Severance Package approved by current Board of Directors prior to the change of control will be provided to the Executive.
Change of Control Provision. Notwithstanding any provision to the contrary in the Plan, in the event of a "Change of Control" (as hereafter defined) during the term of this Option, all Options granted hereunder shall fully vest as of the date of the Change of Control.
Change of Control Provision. For so long as any of the Shares are owned by the Investors or their affiliates, the Company will not agree to, or take any action to approve or otherwise facilitate any, merger or consolidation or Change of Control (including granting approvals required under applicable anti-takeover statutes), unless provision has been made for the holders of the Shares to receive from the acquiror or any other person or entity (other than the Company) as a result of and in connection with the transaction an amount in cash equal to the aggregate liquidation preference for the Shares held by them, as set forth in the Certificate of Powers, Designations, Preferences and Rights of the Series 2002 Preferred Stock. The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 5.1 were not performed in accordance with their terms and the Investors shall be entitled to specific performance of the terms of this Section 5.1 in addition to any other remedies at law or in equity. For purposes of this Section 5.1: a "Change of Control" shall mean any of the following (i) any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) becoming the beneficial owner, directly or indirectly, of outstanding shares of Capital Stock of the Company entitling such Person or Persons to exercise 50% or more of the total votes entitled to be cast at a regular or special meeting, or by action by written consent, of the shareholders of the Company in the election of directors (the term "beneficial owner" shall be determined in accordance with Rule 13d-3 of the Exchange Act), (ii) a majority of the Board of Directors of the Company shall consist of Persons other than Continuing Directors, (iii) a recapitalization, reorganization, merger, consolidation or similar transaction, in each case with respect to which all or substantially all the Persons who are the respective beneficial owners, directly or indirectly, of the outstanding shares of Capital Stock of the Company immediately prior to such recapitalization, reorganization, merger, consolidation or similar transaction, will own less than 50% of the combined voting power of the then outstanding shares of Capital Stock of the Company resulting from such recapitalization, reorganization, merger, consolidation or similar transaction, (iv) the sale or other disposition of all or substantially all the assets of the Company in one transaction or in a series of related transactions, (v) ...
Change of Control Provision. If upon a Change of Control Executive is not offered the position of Chairman and Chief Executive Officer of the combined corporation (or other business organization) resulting from such Change of Control, then Executive shall be entitled to the following (i) the Stock Grant and any other Restricted Stock owned by the Executive, shall be fully vested as of the date of such Change of Control, (ii) Executive's stock options (to the extent outstanding as of the Change of Control) shall become fully vested as of the date of such Change of Control and each of the foregoing shall be exercisable for such period of time as provided for in the respective stock option agreements, and the Executive shall be entitled to the full benefits under Section 3 herein.
Change of Control Provision. In the event of a change of control (“Change of Control”) of Xxxxxx X.X. or Xxxxxx XX Holdings, LLC, Landlord may, in its sole discretion, declare default by Tenant under the lease, for which Landlord will have all remedies available to it under the lease, including the right to evict Tenant with 6 months prior notice (such 6 month notice period shall only apply if the Change of Control is the sole Tenant default).
Change of Control Provision. For so long as there are any shares of Series A Stock or Series B Stock outstanding, the Company will not agree to, or take any action to, approve or otherwise facilitate any merger or consolidation or Change of Control (including granting approvals required under applicable anti-takeover statutes), unless provision has been made for the holders of Series A Stock and Series B Stock to receive from the acquiror or any other Person (other than the Company) as a result of and in connection with the transaction an amount in cash equal to their respective aggregate liquidation preference for the shares of Series A Stock and Series B Stock held by them, as set forth in the Delaware Certificate. The other parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 11.5 were not performed in accordance with their terms and that the Purchasers shall be entitled to specific performance of the terms of this Section 11.5 in addition to any other remedies at law or in equity.
Change of Control Provision. Upon a Change of Control or a Hostile Takeover during the term of this Agreement, Consultant shall immediately become 100% vested with respect to any options to purchase the Company's capital stock then held.
Change of Control Provision. (a) For purposes of this Section 1.4, a "Change of Control" of the Parent shall be deemed to have occurred upon:
Change of Control Provision. In the event the Bonus Payment is made on or prior to September 30, 2006, then, upon such payment, Paragraph 11 of the Employment Agreement (the “COC Provision”) shall be deemed to be deleted in its entirety and the Employee shall have agreed, without further action on Employee’s part, that no payment is due to be made by the Company to the Employee under the COC Provision. In the event the Bonus Payment is not made on or prior to September 30, 2006, the provisions of Section 1 of this amendment shall be null and void, and the COC Provision shall be modified to read as follows, effective September 30, 2006:
