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COC Agreement Sample Clauses

COC Agreement. Reference is made to the Agreement for Employment Following a Change of Control, dated March 1, 2018, between the Company and the Executive (the “CoC Agreement”). If: (i) a Change of Control as defined in the CoC Agreement has occurred on or prior to September 30, 2022 and (ii) the Executive’s employment is terminated in a termination resulting in the Executive becoming eligible for payments and benefits pursuant to Section 6 of the CoC Agreement, then the provisions of Section 6 of the CoC Agreement regarding the Executive’s eligibility to receive certain severance payments and benefits shall govern and the terms of Section 6 of this Agreement shall have no force or effect. If a Change of Control has not occurred on or prior to September 30, 2022, then the CoC Agreement shall have no force or effect and the Executive will have no claim for payments or benefits under the CoC Agreement.
Sample 1
COC Agreement. (i) Executive acknowledges and agrees that, as of the Effective Date, Executive has not experienced an event or been subjected to a condition that gives right to terminate employment for “Good Reason” (as defined under the COC Agreement) under the COC Agreement, whether due to a change in Executive’s status, title, position or responsibilities (which, for the avoidance of doubt, includes the change described in Section 2(a) above) or any other reason, including as a result of the Midstream Transaction. Solely with respect to whether an event has occurred or a condition has arisen prior to the Effective Date (including as a result of the Midstream Transaction) that could constitute “Good Reason” under the COC Agreement, Executive waives all rights and forfeits any and all claims and benefits under the COC Agreement with respect to any such event that may have occurred or condition that may have arisen in accordance with the acknowledgment in the preceding sentence. For the avoidance of doubt, this Section 2(g)(i) shall not have any effect on the “Protection Period” under the COC Agreement or Executive’s rights with respect to any future event that occurs or condition that arises on or after the Effective Date that could constitute “Good Reason” under the COC Agreement. (ii) The Company and Executive acknowledge and agree that except as provided in Section 2(g)(i) above, the COC Agreement shall remain in full force and effect. For the avoidance of doubt, Executive shall remain eligible to receive the benefits described under the COC Agreement, subject to the adjustment to “Accrued Payments” set forth in Section 2(f) above, (A) in the event of a termination of employment without “Cause” or for “Good Reason” (as a result of an event that occurs or condition that arises on or after the Effective Date) during the applicable “Protection Period” following the Midstream Transaction and (B) upon a future “Change of Control” that is not the Midstream Transaction and accompanying “Termination Event” (each term in quotations as defined in the COC Agreement); provided, however, that Executive shall only be entitled to receive one set of applicable benefits under Section 3 of the COC Agreement upon the occurrence of an event or events that satisfy both (A) and (B).
Sample 1
COC Agreement 
Sample 1

Related to COC Agreement

  • Severance Agreement Any payments of compensation made pursuant to Articles 4 and 5 are contingent on Executive executing the Company’s standard severance agreement, including a general release of the Company, its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities, and on Executive’s continued compliance with Section 6. Executive must execute the standard severance agreement and release within 45 days of being provided with the document to sign or the severance agreement offer will expire.

  • Employment Agreement On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive and the Executive agrees to be employed by the Company for the Employment Period set forth in Section 2 hereof and in the position and with the duties set forth in Section 3 hereof. Terms used herein with initial capitalization are defined in Section 10.12 below.

  • Change in Control Agreement An Agreement Regarding Change in Control in effect between the Company (or the Surviving Entity) and the Employee, if any.

  • Change of Control Agreement Except as expressly amended herein, all of the terms and provisions of the Change of Control Agreement shall remain in full force and effect.

  • Existing Agreement Except as expressly amended herein, the Credit Agreement shall remain in full force and effect, and in all other respects is affirmed.

  • of the Employment Agreement Section 4.4.3 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

  • Letter Agreement The Company shall have entered into the Letter Agreement on terms satisfactory to the Company.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT. 8.02 In the event of termination of either a Purchase Order or this Agreement, the payment of monies due CONSULTANT for work performed prior to the effective date of such termination shall be paid within thirty (30) days after receipt of an invoice as provided in this Agreement. Upon payment for such work, CONSULTANT agrees to promptly provide to WESTERN all documents, reports, purchased supplies and the like which are in the possession or control of CONSULTANT and pertain to WESTERN.

  • Termination of Employment Agreement Employee and Company hereby acknowledge and agree that the Employment Agreement is hereby terminated and of no further force and effect and except as otherwise set forth herein, Employee shall not be entitled to any payment in the nature of severance, Change of Control or termination pay from the Company, and that the terms set forth herein is in full satisfaction of all obligations owed to Employee.

  • Original Agreement Except as expressly amended above, all other terms and conditions of the original Agreement are still in full force and effect. Agency certifies that the representations, warranties and certifications in the original Agreement are true and correct as of the effective date of this Amendment and with the same effect as though made at the time of this Amendment.

Most Referenced Clauses

Most Referenced Definitions