Company Change of Control Sample Clauses

Company Change of Control. (i) This Agreement may be terminated, subject to the requirements of Section 12(e) below, by either party effective upon the occurrence of closing of a transaction contemplated by a Change of Control Agreement, completion of a Change of Control Tender, or occurrence of a Voting Control Event; provided that the party desiring to terminate shall give written notice of intent to terminate to the other party on a date (I) no earlier than the date on which: (1) the Company enters into a Change of Control Agreement; (2) the Company’s Board of Directors recommends that the Company’s stockholders accept the offer made in a Change of Control Tender; or (3) a Voting Control Event occurs; and (II) no later than two (2) days after closing of a transaction contemplated by a Change of Control Agreement, completion of a Change of Control Tender, or occurrence of a Voting Control Event. This Agreement shall terminate at the time set forth in Section 12(e) hereof.
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Company Change of Control. Notwithstanding any provisions contained in this Plan or in a Stock Option Agreement deferring the right of employee to exercise an option, the option (referred to in 1.3.c above) shall, at the discretion of the Board, become fully vested and employee shall be entitled to exercise such option, in whole or in part, during the 30-day period following the first purchase of Shares of the Company pursuant to a tender offer or exchange offer (other than an offer by the Company) for all, or any part of, the Company's Shares or;
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Company Change of Control. The Company shall not have experienced a Change of Control or entered into any agreement whereby a Change of Control would occur.
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Company Change of Control. The Company may terminate this Agreement immediately upon providing written notice of termination to the Advisor subsequent to a Company Change of Control (a “Company Change of Control Notice”). In the event the Company elects to terminate this Agreement as a result of a Company Change of Control, the Advisor shall continue to provide the services, and shall continue to be paid the compensation and reimbursements, set forth herein for a period of six (6) months following the date the Company delivered the Company Change of Control Notice to the Advisor, unless this Agreement is terminated during such period of time on account of Cause. Furthermore, in the event the Company elects to terminate this Agreement as a result of a Company Change of Control, the Company shall pay the Advisor the Company Change of Control Fee on the first Business Day that is six (6) months after the date of on which the Company delivered the Company Change of Control Notice. If the Company otherwise would have the right to terminate this Agreement on account of Cause, notwithstanding the fact that a Company Change of Control may have occurred and the fact that the Company has exercised its right to terminate this Agreement on account of a Company Change of Control, so long as the Company follows the applicable procedure to terminate this Agreement for Cause, no Company Change of Control Fee shall be paid to the Advisor. For further avoidance of doubt, if either the Company or the Advisor has delivered notice of its intention not to renew this Agreement in accordance with Section 10(b), no Company Change of Control fee shall be due to the Advisor in the event a Company Change of Control occurs prior to the expiration of this Agreement.
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Company Change of Control. In the event of a Company Change of Control, the Crestwood Member shall use commercially reasonably efforts to provide the Holdings Member with no less than 30 days advance written notice of such Company Change of Control, and within five Business Days following such Company Change of Control, if any, the Holdings Member may elect by delivery of a Change of Control Redemption Notice to require the Company to redeem from the Holdings Member all then-outstanding Series A Preferred Units and Series B Preferred Units. Within five Business Days following delivery of the Change of Control Redemption Notice, the Crestwood Member shall deliver a Consideration Election Notice to the Holdings Member indicating whether (i) the Company has elected to redeem the then-outstanding Series A Preferred Units and Series B Preferred Units for cash, (ii) in lieu of such redemption, the Crestwood Member will acquire from the Holdings Member the then-outstanding Series A Preferred Units and Series B Preferred Units through the issuance to the Holdings Member or its designee as consideration a number of CEQP Units, valued at the CEQP Unit Price calculated as of the day prior to such redemption, (iii) it elects to effect a combination of the actions described in clauses (i) and (ii) above, in any case, in an amount per Series A Preferred Unit equal to the Change of Control Redemption Price and an amount per Series B Preferred Unit equal to the Change of Control Redemption Price or (iv) the Company has elected to redeem the then-outstanding Series A Preferred Units and Series B Preferred Units using the cash proceeds from a sale of some or all of the operating assets of the Company, including interests in any of the Company’s Subsidiaries (an “Asset Sale”) and to the extent the cash proceeds from an Asset Sale are less than the Change of Control Redemption Price payable to Holdings Member, the issuance to the Holdings Member or its designee as consideration a number of CEQP Units, valued at the CEQP Unit Price calculated as of the day prior to such redemption; provided, however, that (A) the options set forth in the foregoing clauses (ii) and (iii) shall not be available if any of the CEQP Unit Issuance Limitations would be triggered in such proposed issuance, (B) the number of CEQP Units issued pursuant to this Section 4.06(c) shall not exceed the Maximum Redemption Units (it being acknowledged and agreed that the issuance of the Maximum Redemption Units, if applicable, shall rede...
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Company Change of Control. If (A) this Agreement is terminated as a result of a knowing or willful breach by the Company of any of its representations or warranties set forth herein or of any of its agreements or covenants set forth herein, and (B) at any time prior to such termination or within nine (9) months following the termination of this Agreement, a Company Change of Control is consummated or the Company enters into a Contract providing for a Company Change of Control, then the Company shall pay or cause to be paid to the Seller in immediately available funds liquidated damages in an amount equal to $10,000,000 within one (1) Business Day after the Company enters into such Contract or this Agreement is terminated, whichever is later.
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Company Change of Control. A "Company Change of Control" shall mean any transaction or the last in a series of transactions (other than any public offering of any class of capital stock of the Company or any distribution of shares of such capital stock to MetLife's shareholders or, if the MetLife stock is held in trust, to the beneficial owners of such trust) immediately following which MetLife or an affiliate of MetLife does not, directly or indirectly, own or control securities representing at least 50% of the Voting Power of the Company or 50% of the value of all classes of the Company's capital stock.
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Company Change of Control. If there is any change of control of the Company such that the Buyer intends to transfer or sell more than 50% of its interest in the Shares to persons outside of the Buyer’s Group at any time during the Earn-Out Period then any remaining amounts of consideration not previously paid to the Sellers during the Earn-Out Period in accordance with Clause 3.1 of this Agreement shall be accelerated and become due and payable (including all amounts held in the Escrow Account, plus accrued interest thereon) and the full amount of the Working Capital Payment and the Earned Cash (if not already paid).
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Related to Company Change of Control

  • No Change of Control The Company shall use reasonable best efforts to obtain all necessary irrevocable waivers, adopt any required amendments and make all appropriate determinations so that the issuance of the Shares to the Purchasers will not trigger a “change of control” or other similar provision in any of the agreements to which the Company or any of its Subsidiaries is a party, including without limitation any employment, “change in control,” severance or other agreements and any benefit plan, which results in payments to the counterparty or the acceleration of vesting of benefits.

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • Change of Control There occurs any Change of Control; or

  • Upon a Change of Control In the event of the occurrence of a Change in Control while the Executive is employed by the Company:

  • Termination on Change of Control 26.12.1 The Supplier shall notify the Authority immediately in writing if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Authority immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Authority may terminate this Framework Agreement by giving notice in writing to the Supplier with immediate effect within six (6) Months of:

  • Termination Apart from a Change of Control If the Employee's employment with the Company terminates other than as a result of an Involuntary Termination within the twelve (12) months following a Change of Control, then the Employee shall not be entitled to receive severance or other benefits hereunder, but may be eligible for those benefits (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such termination.

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

  • Change of Control Event A Change of Control Event occurs if at any time, the State of Norway ceases to own and be able to vote for, directly or indirectly, 100 % of the shares of the Issuer. If a Change of Control Event occurs, each Noteholder will have the right (the to require that the Issuer purchases all or some of the Notes at a price equal to 100 per cent of the Denomination plus accrued interest. The Put Option must be exercised within 20 calendar days after the Issuer has given notice to the Trustee and the Noteholders that a Change of Control Event has occurred. The settlement date for the Put Option will be the fifth business day after the end of the 20 calendar days exercise period.

  • 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.

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