Changes in Control. For the duration of the Project Term, the Private Party shall procure that there is no Change in Control in the Private Party (or in any company of which the Private Party is a subsidiary) without the prior written approval of SANParks, which approval shall not be unreasonably withheld, provided that no Change in Control may breach the provisions of Schedule 5 in any way.
Changes in Control. (a) Notwithstanding any other provision in this Agreement to the contrary, all unvested options outstanding under this Agreement shall immediately vest and become exercisable upon a Change in Control.
Changes in Control. The restrictions will lapse as to 100% of the Restricted Units upon a "Change in Control" as that term is defined in the Plan.
Changes in Control. From the Signature Date, the Seller shall procure that there is no Change in Control in the Seller (or in any company of which the Seller is a subsidiary), unless such Change in Control has been approved in terms of this Agreement.
Changes in Control. For the purposes of this Agreement, a "Change of Control" shall be deemed to have taken place if: (i) any person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the owner of beneficial owner of Company securities, after the date of this Agreement, having 50% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (excluding the purchasers of the Company's common stock in the proposed round of financing led by Oppenheimer & Co.) or (ii) the persons who were directors of txx Xxxxxxx before such transactions shall cease to constitute a majority of the Board of Directors of the Company (not including the currently proposed realignment of the Board of Directors contemplated on or about the Effective Date of this Agreement), or any successor to the Company, as the direct or indirect result of or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transaction.
(a) The Company and Executive hereby agree that, if Executive is affiliated with the Company on the date on which a Change of Control occurs, (the "Change of Control Date"), and this Agreement is in full force and effect, the Company (or, if Executive is affiliated with a subsidiary, the subsidiary) will continue to retain Executive and Executive will remain affiliated with the Company (or subsidiary), subject to Section 4.4(c) herein and the other terms and conditions of this Agreement, for the period commencing on the Change of Control Date and ending on the anniversary of such date (this anniversary date shall then become the "Change of Control Termination Date"). If after the Change of Control, Executive is requested, and, in his sole and absolute discretion, consents to change his principal business location, the Company will reimburse the Executive for his reasonable relocation expenses, including, without limitation, moving expenses, temporary living and travel expenses for a reasonable time while arranging to move his residence to the changed location, closing costs, if any, associated with the sale of his existing residence and the purchase of a replacement residence at the changed location, plus an additional amount representing a gross-up of any state or federal taxes payable by Executive as a result of any such reimbursement. If...
Changes in Control. The non-compete provision detailed in Section 5.3 hereof shall not be enforceable following a Change in Control.
Changes in Control. (a) In the event a Member experiences a Change in Control (an “Affected Member”), each of the other Members (each a “Non-Affected Member”) shall have the following options:
(1) if the Affected Member is GNGC, Piedmont shall have the option to (A) acknowledge the Change in Control and remain a Member or (B) cause GNGC to purchase Piedmont’s entire Company Interest, each in accordance with the procedure provided in this Section 12.5; or
(2) if the Affected Member is Piedmont, GNGC shall have the option to either: (A) acknowledge the Change in Control and remain a Member or (B) purchase Piedmont’s entire Company Interest; provided that (C) Piedmont shall also have the right to cause GNGC to purchase Piedmont’s entire Company Interest, all in accordance with the procedure provided in this Section 12.5.
(b) Each Non-Affected Member may exercise its options independently of the other Non-Affected Members, if any. The Affected Member shall give signed written notice of the proposed Change of Control transaction to the Non-Affected Members no later than contemporaneously with public announcement of the Change in Control, and in no event less than thirty (30) days prior to consummation of such Change in Control. The Non-Affected Member (or the Affected Member in the event of Piedmont’s option pursuant to paragraph 2(C) above) shall give the other Members (or the acquirer of the Affected Member, as applicable) signed written notice (the “Option Notice”) of the option it has chosen pursuant to Section 12.5(a) within forty-five (45) days of the date of notice of the Change of Control. If the Non-Affected Members (or the Affected Member in the event of Piedmont’s option pursuant to paragraph 2(C) above) have chosen option (B) in paragraph (1) above, or options (B) or (C) in paragraph (2) above, each as applicable, the Option Notice must contain the sale/purchase price for the Member’s entire Company Interest, which purchase price shall be equal to the Market Value of such Company Interest determined as of the date of the announcement of any such Change in Control. If there is a disagreement regarding the Market Value proposed as the purchase/sale price for the respective Company Interest, any Member, within twenty (20) days from its receipt of the Option Notice, may initiate the Dispute Resolution Procedures provided in Article XVI hereof to determine the appropriate Market Value for the respective Company Interest. Any sale of the Member’s Company Interest shall be ma...
Changes in Control a. In the event of a Change in Control, as defined below, all or any portion of the NSO not otherwise exercisable shall immediately vest and become fully exercisable.
b. For the purposes of this Agreement, “Change in Control” shall mean:
Changes in Control. A change of control of 50% or more of the capital stock in either Party (except to an Affiliate) shall be deemed an assignment for purposes of Section 10.3(a); provided that the foregoing shall not apply to any direct or indirect changes in ownership (or to any merger, consolidation, sale of substantially all of the assets, or recombination) of (i) Fulcrum BioEnergy, Inc., in the case of Fulcrum or (ii) Waste Management, Inc., in the case of Supplier (such entities are herein referred to as the “Ultimate Parent(s)”). [***]
Changes in Control. (i) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is made by the Holder in connection with a Change in Control or similar liquidity event, such exercise may at the election of the Holder be conditioned upon consummation of such Change in Control or similar liquidity event, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation thereof. In the event of a Change in Control in which shares of the Company’s stock are converted into or exchanged for securities, cash or other property, then, as a part of such Change in Control, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such Change in Control, equivalent in value to that which a holder of the Warrant Shares deliverable upon exercise of this Warrant would have been entitled in such Change in Control if the right to purchase the Warrant Shares hereunder had been exercised immediately prior to such Change in Control. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such Change in Control to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any Warrant Shares or other securities deliverable after that event upon the exercise of this Warrant.
(ii) In the event of a Change in Control in which shares of the Company’s stock are exchanged for cash and any of the Warrant Shares are unexercisable, the unexercisable portion of the Warrant shall be exchanged for a right to receive a proportionate amount of cash consideration that shall be paid upon achievement of the conditions set forth in Schedule 1 and in proportion to the number of Warrant Shares that would have become exercisable had the Warrant been outstanding at the time of achievement of each such set of conditions.
