EFFECT OF CHANGE IN CORPORATE CONTROL Sample Clauses

EFFECT OF CHANGE IN CORPORATE CONTROL. (a) In the event of a Change in Corporate Control, the vesting of any stock options or other awards granted to the Executive under the terms of the Company's 1995 Stock Option Plan shall become immediately vested in full and, in the case of stock options, exercisable in full. In addition, if, at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) by the Company, the Executive shall be entitled to receive as severance pay in lieu of the monthly payments described in Section 5(a) above, a series of thirty-six (36) equal monthly payments, each equal to one-twelfth (1/12th) of the sum of (i) the Executive's annual base salary in effect at the time of the Change in Corporate Control plus (ii) the annual bonus paid to the Executive with respect to the last fiscal year of the Company ending prior to the Change in Corporate Control. (b) For purposes of this Agreement, a "Change in Corporate Control" shall include any of the following events: (1) The acquisition in one or more transactions of more than thirty percent of the Company's outstanding Common Stock by any corporation, or other person or group (within the meaning of Section 14(d)(3) of the Securities Exchange Act of 1934, as amended); (2) Any merger or consolidation of the Company into or with another corporation in which the Company is not the surviving entity, or any transfer or sale of substantially all of the assets of the Company or any merger or consolidation of the Company into or with another corporation in which the Company is the surviving entity and, in connection with such merger or consolidation, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for other stock or securities of any other person, or cash, or any other property. (3) Any election of persons to the Board of Directors which causes a majority of the Board of Directors to consist of persons other than (i) persons who were members of the Board of Directors on September 1, 1996, and (ii) persons who were nominated for election as members of the Board by the Board of Directors (or a Committee of the Board) at a time when the majority of the Board (or of such Committee) consisted of persons who were members of the Board of Directors on September 1, 1996; provided, that any person nominated for election by the Board of Directors composed entirely of persons described in...

EFFECT OF CHANGE IN CORPORATE CONTROL. (a) In the event of a Change in Corporate Control, the vesting of any stock options, restricted stock or other awards granted to the Executive under the terms of the Corporation's 1995 Stock Incentive Plan shall be accelerated (to the extent permitted by the terms of such Plan) and such awards shall become immediately vested in full and, in the case of stock options, exercisable in full. (b) If, at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, and during the term of this Agreement, the Executive is involuntarily terminated (other than for Cause) or elects to voluntarily resign his employment, the Executive shall be entitled to receive monthly severance payments for each month during the remaining term of this Agreement, but not less than twelve (12) months. Each monthly payment shall be equal to one-twelfth (1/12th) of the sum of (i) the Executive's annual base salary, as in effect at the time of the Change in Corporate Control, and (ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year of the Corporation ending prior to the Change in Corporate Control or (B) a minimum bonus equal to forty percent (40%) of his annual base salary. (c) If the Executive is involuntarily terminated (other than for Cause) or elects to voluntarily resign his employment within twelve (12) months after a Change in Corporate Control, he may elect, by delivering written notice to the Corporation within thirty (30) days following such termination of his employment, to receive from the Corporation a lump sum severance payment in lieu of the monthly payments described in the preceding paragraph. The amount of this payment shall be equal to the present value of the monthly payments described in the preceding paragraph. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) for the date the election is received by the Corporation. The Corporation shall deliver the payment to the Executive, in the form of a bank cashier's check, within ten (10) business days following the date on which the Corporation receives written notice of the Executive's election. In addition, if the Executive is involuntarily terminated (other than for Cause) or elects to voluntarily resign his employment within twelve (12) months after a Change in Corporate Control, he shall be entitled t...

EFFECT OF CHANGE IN CORPORATE CONTROL. (a) In the event of a Change in Corporate Control, the vesting of any stock options, restricted stock or other awards granted to the Executive under the terms of the Corporation's 1995 Stock Incentive Plan shall be accelerated (to the extent permitted by the terms of such Plan) and such awards shall become immediately vested in full and, in the case of stock options, exercisable in full. (b) If, at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, and during the term of this Agreement, the Executive is involuntarily terminated (other than for Cause) or elects to voluntarily resign his employment, the Executive shall be entitled to receive monthly severance payments for twenty-four months (24) months. Each monthly payment shall be equal to one-twelfth (1/12th) of the sum of (i) the Executive's annual base salary, as in effect at the time of the Change in Corporate Control, and (ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year of the Corporation ending prior to the Change in Corporate Control or (B) a minimum bonus equal to thirty percent (30%) of his annual base salary. (c) If the Executive is involuntarily terminated (other than for Cause) or elects to voluntarily resign his employment within twelve (12) months after a Change in Corporate Control, he may elect, by delivering written notice to the Corporation within thirty (30) days following such termination of his employment, to receive from the Corporation a lump sum severance payment in lieu of the monthly payments described in the preceding paragraph. The amount of this payment shall be equal to the present value of the monthly payments described in the preceding paragraph. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) for the date the election is received by the Corporation. The Corporation shall deliver the payment to the Executive, in the form of a bank cashier's check, within ten (10) business days following the date on which the Corporation receives written notice of the Executive's election. In addition, if the Executive is involuntarily terminated (other than for Cause) or elects to voluntarily resign his employment within twelve (12) months after a Change in Corporate Control, he shall be entitled to continued coverage at the Corporation's expense under any l...

EFFECT OF CHANGE IN CORPORATE CONTROL. 6.1. In the event of a Change in Corporate Control, the vesting of any restricted stock, stock options or other awards granted to the Executive under the terms of the Company's stock plans or any written agreement with Executive shall become immediately vested in full and, in the case of stock options, exercisable in full. 6.2. In addition, if at any time during the period of twelve (12) consecutive months on or following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated by the Company as described in Section 5.5, then in lieu of the severance pay under Section 5.5, the Executive shall be eligible to receive as severance pay from the Company a cash lump sum payment equal to the sum of (i) 200% of the Executive's annual base salary in effect at the time of the Change in Corporate Control, plus (ii) 200% of the annual bonus paid to the Executive with respect to the last calendar year of the Company ending prior to the Change in Corporate Control. Any severance pay provided under this Section 6.2 shall be paid to the Executive on the thirtieth (30th) day following the Termination Date. 6.3. As used herein a "Change in Corporate Control" shall include any of the following events: (a) The acquisition in one or more transactions of more than fifty percent (50%) of the Company's outstanding Common Stock by any corporation, or other person or group (within the meaning of Section 14(d)(3) of the Securities Exchange Act of 1934, as amended); (b) Any merger or consolidation of the Company into or with another corporation in which the Company is not the surviving entity, or any transfer or sale of substantially all of the assets of the Company or any merger or consolidation of the Company into or with another corporation in which the Company is the surviving entity and, in connection with such merger or consolidation, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for other stock or securities of any other person, or cash, or any other property. Notwithstanding any provision in the Agreement to the contrary, if any payment under Section 6.2 would result in the imposition of taxes under Code Section 409A, such payment shall not be made until and unless the Change in Corporate Control also qualifies as a 'change in the ownership of a corporation,' a 'change in the effective control of a corporation' or a 'change in the ownership of a substantial portion of a corporation's assets,' as such...

EFFECT OF CHANGE IN CORPORATE CONTROL. Notwithstanding the other terms of this Agreement, in the event of a Change in Corporate Control (as defined below), the vesting of the Deferred Stock Units granted under this Agreement shall be accelerated, and the Director shall become entitled to immediately receive a number of shares of Common Stock equal to the number of Deferred Stock Units, which shares shall be issued in book entry form. Evidence of ownership of shares of Common Stock shall be delivered to the Director within sixty (60) days following the Change in Corporate Control.

EFFECT OF CHANGE IN CORPORATE CONTROL. Notwithstanding the restrictions imposed on the Restricted Shares by this Agreement, all such restrictions shall lapse immediately, and the Restricted Shares shall become freely transferable immediately in the event of a Change in Corporate Control. For purposes of this Section 8, a "Change in Corporate Control" shall include any of the following events: (a) The acquisition in one or more transactions of more than twenty percent of the Corporation's outstanding Common Stock (or the equivalent in voting power of any class or classes of securities of the Corporation entitled to vote in elections of directors) by any corporation, or other person or group (within the meaning of Section 14(d)(3) of the Securities Exchange Act of 1934, as amended); (b) Any transfer or sale of substantially all of the assets of the Corporation, or any merger or consolidation of the Corporation into or with another corporation in which the Corporation is not the surviving entity; (c) Any election of persons to the Board of Directors which causes a majority of the Board of Directors to consist of persons other than "Continuing Directors". For this purpose, those persons who were members of the Board of Directors on January 20, 1997, shall be "Continuing Directors". Any person who is nominated for election as a member of the Board after January 20, 1997, shall also be considered a "Continuing Director" for this purpose if, and only if, his or her nomination for election to the Board of Directors is approved or recommended by a majority of the members of the Board (or of the relevant Nominating Committee) and at least five (5) members of the Board are themselves Continuing Directors at the time of such nomination; or

EFFECT OF CHANGE IN CORPORATE CONTROL. (a) If, at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Consultant is involuntarily terminated (other than for Cause) by the Company, the Consultant shall be entitled to receive the balance of any remaining unpaid monthly fees at the time of the Change in Corporate Control. (b) For purposes of this Agreement, a "Change in Corporate Control" shall include any of the following events: (1) The acquisition in one or more transactions of more than fifty-one percent (51%) of the Company's outstanding Common Stock by any corporation, or other person or group (within the meaning of Section 14(d)(3) of the Securities Exchange Act of 1934, as amended); (2) Any merger or consolidation of the Company into or with another corporation in which the Company is not the surviving entity, or any transfer or sale of substantially all of the assets of the Company or any merger or consolidation of the Company into or with another corporation in which the Company is the surviving entity and in connection with such merger or consolidation, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for other stock or securities of any other person, or cash, or any other property; (3) Any person or group of persons announces a tender offer for at least fifty one percent (51%) of the Company's Common Stock. provided that, no acquisition of stock by any person in a public offering or private placement of the Company's common stock or any other transaction approved by the Company's Board of Directors shall be considered a Change in Corporate Control.

EFFECT OF CHANGE IN CORPORATE CONTROL. Notwithstanding the other terms of this Agreement, in the event of a Change in Corporate Control (as defined below), the vesting of the Deferred Stock Units granted under this Agreement shall be accelerated, any previously unvested Deferred Stock Units shall vest immediately, and the Director shall become entitled to immediately receive a number of shares of Common Stock equal to the number of previously unvested Deferred Stock Units. Any stock certificates deliverable under this Section 8 shall be delivered immediately upon the Change in Corporate Control (or as soon as practicable thereafter, but in no event later than December 31 of the year in which the Change in Corporate Control occurs or, if later, the 15th day of the third calendar month following the Change in Corporate Control).

EFFECT OF CHANGE IN CORPORATE CONTROL. Notwithstanding the restrictions on exercisability imposed on the Employee's Options pursuant to Paragraph 2 above, the Employee's Options shall become immediately exercisable in full in the event of a Change in Corporate Control.

EFFECT OF CHANGE IN CORPORATE CONTROL. (a) In the event the Executive’s employment is terminated or this Agreement is not renewed by the acquiring entity or the Company within six months of a Change in Corporate Control that was not approved by the Board of Directors, other than in the event of a voluntary termination by Executive, death, disability or termination for Cause (as defined above), Executive shall be entitled to receive, in lieu of any other severance under this Agreement, a lump sum payment equal to 200% of his then annual base salary and prior years’ annual bonus, provided however that if such event occurs during the first year of employment that the lump sum payment shall be equal to 200% of his annual base salary and his annual bonus at the 40% of annual base salary bonus level. Furthermore, in the event of a Change in Corporate Control, Executive’s Restricted Stock award shall vest as set forth in Section 3(c). If any payment or benefits received or to be received by Executive pursuant to this Agreement (“Benefits”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or any comparable successor provisions, and (ii) but for this subsection, would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”), then Executive shall be entitled to receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that, after payment by Executive of all taxes including the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax such that Executive would be in same financial position had the Excise Tax not applied. Unless the Company and Executive otherwise agree in writing, any determination required under this subsection shall be made in writing in good faith by an accountant selected by the mutual agreement of Executive and the Company (the “Accountant”). The Company shall bear all costs the Accountant may reasonably incur in connection with any calculations contemplated by this subsection. (b) For purposes of this Agreement, a “Change in Corporate Control” shall include any of the following events which occur during the term of this Agreement: (1) The acquisition in one or more transactions of more than fifty percent (50%) of the Company’s outstanding Common Stock by any corporation, LLC, person, group or other entity; (2) Any transfer or sale of ...