Employee’s Rights and Obligations Upon Termination of Employment By the Corporation Without Cause. If Employee’s employment is terminated by the Corporation without cause pursuant to Section 12(d) herein, then employee shall be entitled to the following in full satisfaction of his rights under this Agreement or at law: (a) Severance Pay. (i) Employee shall be entitled to severance pay in an amount equal to the annual Compensation. Such severance pay will be payable in accordance with the Corporation’s normal pay practices over the 12 months following such termination of employment. (ii) Notwithstanding anything else contained herein, in the event of a Change of Control of the Corporation (as hereinafter defined) or after the sale of substantially all the assets of the Corporation, upon the earlier of a) Employee’s employment is terminated without cause after a Change of Control of the Corporation or b) upon the expiration of six (6) months following said Change of Control, then the Employee shall be entitled to severance pay equal to two (2) times the annual Compensation of Employee. Severance pay pursuant to this paragraph shall be paid to the Employee either a) over a 24-month period or b) in a one-time lump sum payment, at Employee’s option. If the Employee elects payment over a 24 month period, then monthly installments shall commence on the first day of the calendar month following the date of termination of employment or the first day of the calendar month following the expiration of six (6) months after a Change of Control. If the Employee elects payment in a one-time lump sum payment, then said payment shall be made within thirty (30) days of the date of termination of employment or within thirty (30) days after the expiration of the six (6) months after a Change of Control. In the event that the Employee is entitled to the severance pay pursuant to this sub-section, the obligation of the Employee not to use or to disclose any “proprietary or confidential information” set forth in Section 8 hereof shall apply for two (2) years following such Change of Control of the Corporation or such sale of substantially all the assets of the Corporation. (iii) The severance pay provisions of this Section 14(a) (ii) are not additive and in no event shall the Employee be entitled to receive severance pay greater than two (2) times the annual Compensation. (iv) Notwithstanding anything else contained herein, in the event of a Change of Control of the Corporation (as hereinafter defined) or after the sale of substantially all the assets of the Corporation, upon the earlier of a) Employee’s employment is terminated without cause after a Change of Control of the Corporation or b) upon the expiration of six (6) months following said Change of Control, then Employee shall receive either of the following for unvested stock options previously granted to Employee: A) in the event of a Change of Control in which the Corporation is acquired in a cash purchase, then Employee shall receive a lump sum payment constituting the positive difference between the exercise price of unvested stock options previously granted to Employee and the transaction price of common stock; or B) in the event of a Change of Control in which the Corporation is acquired in a stock purchase, then Employee’s stock options which have not vested prior to termination without cause shall be converted to an amount of unqualified vested options of the acquiring corporation’s stock at the original xxxxx xxxxx to Employee based upon the conversion rate of the acquiring corporation’s stock on the acquisition date. (v) Notwithstanding anything else contained herein, in the event Employee’s employment is terminated without cause within sixty (60) days prior to the release of a press release regarding a Change of Control of the Corporation, then the Employee shall be entitled to severance pay equal to two (2) times the annual Compensation of Employee. Severance pay pursuant to this paragraph shall be payable to the Employee either a) over a 24 month period or b) in a one-time lump sum payment, at Employee’s option. If the Employee elects payment over a 24-month period, then monthly installments shall commence on the first day of the calendar month following Employee’s election for payment. If the Employee elects payment in a one-time lump sum payment, then said payment shall be made within thirty (30) days of the date of Employee’s election for payment. In addition, for any unvested stock options previously granted to Employee, Employee shall be entitled to either payment or conversion of such unvested stock options as described in paragraph 14 (a) (iv). In the event that the Employee is entitled to the severance pay pursuant to this sub-section, the obligation of the Employee not to use or to disclose any “proprietary or confidential information” set forth in Section 8 hereof shall apply for two (2) years following the, earlier of such termination or such Change of Control of the Corporation. (vi) For purposes of this Agreement, “Change of Control of the Corporation” means the acquisition by any person or persons acting in concert (including corporations, partnerships, associations or unincorporated organizations), of legal ownership or beneficial ownership (within the meaning of Rule 13d-3, promulgated by the Securities and Exchange Commission and now in effect under the Securities Exchange Act of 1934 (as amended), of a number of voting shares of capital stock of the Corporation greater than the number of voting shares of capital stock of the Corporation which are then owned, both legally and beneficially (as defined above), by Xxxxx X. Xxxx, Xxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxx, their immediate families and the companies through which they and their immediate families hold ownership in the Corporation (“the Founders”). None of the Founders shall be counted among those persons acting in concert to acquire ownership unless such Founder, acting in concert with an acquiring person or group (an “Acquiring Group Founder”), votes against the other Founders in an election for the Board of Directors or the modification of the Corporation’s certificate of incorporation or by-laws or in the vote to accept or reject a plan of merger, sale of substantially all of the assets of the Corporation or similar proposal. The shares of an Acquiring Group Founder shall be counted in the acquiring group’s shares and shall not be counted in the shares of the Founders who are not Acquiring Group Founders.
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Employee’s Rights and Obligations Upon Termination of Employment By the Corporation Without Cause. If Employee’s 's employment is terminated by the Corporation without cause pursuant to Section 12(d) herein, then employee Employee shall be entitled to the following in full satisfaction of his rights under this Agreement or at law:
(a) Severance Pay.
(i) Employee shall be entitled to severance pay in an amount equal to the annual Compensation. Such severance pay will be payable in accordance with the Corporation’s 's normal pay practices over the 12 months following such termination of employment.
(ii) Notwithstanding anything else contained herein, in the event of a Change of Control of the Corporation (as hereinafter defined) or after the sale of substantially all the assets of the Corporation, upon the earlier of a) Employee’s 's employment is terminated without cause after a Change of Control of the Corporation or b) upon the expiration of six (6) months following said Change of Control, then the Employee shall be entitled to severance pay equal to two (2) times the annual Compensation of Employee. Severance pay pursuant to this paragraph shall be paid to the Employee either a) over a 24-month period or b) in a one-time lump sum payment, at Employee’s 's option. If the Employee elects payment over a 24 month period, then monthly installments shall commence on the first day of the calendar month following the date of termination of employment or the first day of the calendar month following the expiration of six (6) months after a Change of Control. If the Employee elects payment in a one-time lump sum payment, then said payment shall be made within thirty (30) days of the date of termination of employment or within thirty (30) days after the expiration of the six (6) months after a Change of Control. In the event that the Employee is entitled to the severance pay pursuant to this sub-section, the obligation of the Employee not to use or to disclose any “"proprietary or confidential information” " set forth in Section 8 hereof shall apply for two (2) years following such Change of Control of the Corporation or such sale of substantially all the assets of the Corporation.
(iii) The severance pay provisions of this Section 14(a) (ii) are not additive and in no event shall the Employee be entitled to receive severance pay greater than two (2) times the annual Compensation.
(iv) Notwithstanding anything else contained herein, in the event of a Change of Control of the Corporation (as hereinafter defined) or after the sale of substantially all the assets of the Corporation, upon the earlier of a) Employee’s 's employment is terminated without cause after a Change of Control of the Corporation or b) upon the expiration of six (6) months following said Change of Control, then Employee shall receive either of the following for unvested stock options previously granted to Employee:
A) in the event of a Change of Control in which the Corporation is acquired in a cash purchase, then Employee shall receive a lump sum payment constituting the positive difference between the exercise price of unvested stock options previously granted to Employee and the transaction price of common stock; or
B) in the event of a Change of Control in which the Corporation is acquired in a stock purchase, then Employee’s 's stock options which have not vested prior to termination without cause shall be converted to an amount of unqualified vested options of the acquiring corporation’s 's stock at the original xxxxx xxxxx to Employee based upon the conversion rate of the acquiring corporation’s 's stock on the acquisition date.
(v) Notwithstanding anything else contained herein, in the event Employee’s 's employment is terminated without cause within sixty (60) days prior to the release of a press release regarding a Change of Control of the Corporation, then the Employee shall be entitled to severance pay equal to two (2) times the annual Compensation of Employee. Severance pay pursuant to this paragraph shall be payable to the Employee either a) over a 24 month period or b) in a one-time lump sum payment, at Employee’s 's option. If the Employee elects payment over a 24-month period, then monthly installments shall commence on the first day of the calendar month following Employee’s 's election for payment. If the Employee elects payment in a one-time lump sum payment, then said payment shall be made within thirty (30) days of the date of Employee’s 's election for payment. In addition, for any unvested stock options previously granted to Employee, Employee shall be entitled to either payment or conversion of such unvested stock options as described in paragraph 14 (a) (iv). In the event that the Employee is entitled to the severance pay pursuant to this sub-section, the obligation of the Employee not to use or to disclose any “"proprietary or confidential information” " set forth in Section 8 hereof shall apply for two (2) years following the, earlier of such termination or such Change of Control of the Corporation.
(vi) For purposes of this Agreement, “"Change of Control of the Corporation” " means the acquisition by any person or persons acting in concert (including corporations, partnerships, associations or unincorporated organizations), of legal ownership or beneficial ownership (within the meaning of Rule 13d-3, promulgated by the Securities and Exchange Commission and now in effect under the Securities Exchange Act of 1934 (as s amended), of a number of voting shares of capital stock of the Corporation greater than the number of voting shares of capital stock of the Corporation which are then owned, both legally and beneficially (as defined above), by Xxxxx X. Xxxx, Xxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxx, their immediate families and the companies through which they and their immediate families hold ownership in the Corporation (“"the Founders”"). None of the Founders shall be counted among those persons acting in concert to acquire ownership unless such Founder, acting in concert with an acquiring person or group (an “"Acquiring Group Founder”"), votes against the other Founders in an election for the Board of Directors or the modification of the Corporation’s 's certificate of incorporation or by-laws or in the vote to accept or reject a plan of merger, sale of substantially all of the assets of the Corporation or similar proposal. The shares of an Acquiring Group Founder shall be counted in the acquiring group’s 's shares and shall not be counted in the shares of the Founders who are not Acquiring Group Founders.
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Employee’s Rights and Obligations Upon Termination of Employment By the Corporation Without Cause. If Employee’s employment is terminated by the Corporation without cause pursuant to Section 12(d) herein, then employee Employee shall be entitled to the following in full satisfaction of his rights under this Agreement or at law:
(a) Severance Pay.
(i) Employee shall be entitled to severance pay in an amount equal to the annual Compensation. Such severance pay will be payable in accordance with the Corporation’s normal pay practices over the 12 months following such termination of employment.
(ii) Notwithstanding anything else contained herein, in the event of a Change of Control of the Corporation (as hereinafter defined) or after the sale of substantially all the assets of the Corporation, upon the earlier of a) Employee’s employment is terminated without cause after a Change of Control of the Corporation or b) upon the expiration of six (6) months following said Change of Control, then the Employee shall be entitled to severance pay equal to two (2) times the annual Compensation of Employee. Severance pay pursuant to this paragraph shall be paid to the Employee either a) over a 24-month period or b) in a one-time lump sum payment, at Employee’s option. If the Employee elects payment over a 24 month period, then monthly installments shall commence on the first day of the calendar month following the date of termination of employment or the first day of the calendar month following the expiration of six (6) months after a Change of Control. If the Employee elects payment in a one-time lump sum payment, then said payment shall be made within thirty (30) days of the date of termination of employment or within thirty (30) days after the expiration of the six (6) months after a Change of Control. In the event that the Employee is entitled to the severance pay pursuant to this sub-section, the obligation of the Employee not to use or to disclose any “proprietary or confidential information” set forth in Section 8 hereof shall apply for two (2) years following such Change of Control of the Corporation or such sale of substantially all the assets of the Corporation.
(iii) The severance pay provisions of this Section 14(a) (iiiii) are not additive and in no event shall the Employee be entitled to receive severance pay greater than two (2) times the annual Compensation.
(iv) Notwithstanding anything else contained herein, in the event of a Change of Control of the Corporation (as hereinafter defined) or after the sale of substantially all the assets of the Corporation, upon the earlier of a) Employee’s employment is terminated without cause after a Change of Control of the Corporation or b) upon the expiration of six (6) months following said Change of Control, then Employee shall receive either of the following for unvested stock options previously granted to Employee:
A) in the event of a Change of Control in which the Corporation is acquired in a cash purchase, then Employee shall receive a lump sum payment constituting the positive difference between the exercise price of unvested stock options previously granted to Employee and the transaction price of common stock; or
B) in the event of a Change of in Control in which the Corporation is acquired in a stock purchase, then Employee’s stock options which have not vested prior to termination without cause shall be converted to an amount of unqualified vested options of the acquiring corporation’s stock at the original xxxxx xxxxx to Employee based upon the conversion rate of the acquiring corporation’s stock on the acquisition date.
(v) Notwithstanding anything else contained herein, in the event Employee’s employment is terminated without cause within sixty (60) days prior to the release of a press release regarding a Change of Control of the Corporation, then the Employee shall be entitled to severance pay equal to two (2) times the annual Compensation of Employee. Severance pay pursuant to this paragraph shall be payable to the Employee either a) over a 24 month period or b) in a one-time lump sum payment, at Employee’s option. If the Employee elects payment over a 24-month period, then monthly installments shall commence on the first day of the calendar month following Employee’s election for payment. If the Employee elects payment in a one-time lump sum payment, then said payment shall be made within thirty (30) days of the date of Employee’s election for payment. In addition, for any unvested stock options previously granted to Employee, Employee shall be entitled to either payment or conversion of such unvested stock options as described in paragraph 14 (a14(a) (iv). In the event that the Employee is entitled to the severance pay pursuant to this sub-section, the obligation of the Employee not to use or to disclose any “proprietary or confidential information” set forth in Section 8 hereof shall apply for two (2) years following the, earlier of such termination or such Change of Control of the Corporation.
(vi) For purposes of this Agreement, “Change of Control of the Corporation” means the acquisition by any person or persons acting in concert (including corporations, partnerships, associations or unincorporated organizations), of legal ownership or beneficial ownership (within the meaning of Rule 13d-3, promulgated by the Securities and Exchange Commission and now in effect under the Securities Exchange Act of 1934 (as s amended), of a number of voting shares of capital stock of the Corporation greater than the number of voting shares of capital stock of the Corporation which are then owned, both legally and beneficially (as defined above), by Xxxxx X. Xxxx, Xxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxx, their immediate families and the companies through which they and their immediate families hold ownership in the Corporation (“the Founders”). None of the Founders shall be counted among those persons acting in concert to acquire ownership unless such Founder, acting in concert with an acquiring person or group (an “Acquiring Group Founder”), votes against the other Founders in an election for the Board of Directors or the modification of the Corporation’s certificate of incorporation or by-laws or in the vote to accept or reject a plan of merger, sale of substantially all of the assets of the Corporation or similar proposal. The shares of an Acquiring Group Founder shall be counted in the acquiring group’s shares and shall not be counted in the shares of the Founders who are not Acquiring Group Founders.
Appears in 1 contract
Employee’s Rights and Obligations Upon Termination of Employment By the Corporation Without Cause. If Employee’s employment is terminated by the Corporation without cause pursuant to Section 12(d) herein, then employee Employee shall be entitled to the following in full satisfaction of his rights under this Agreement or at law:
(a) Severance Pay.
(i) Employee shall be entitled to severance pay in an amount equal to the annual Compensation. Such severance pay will be payable in accordance with the Corporation’s normal pay practices over the 12 months following such termination of employment.
(ii) Notwithstanding anything else contained herein, in the event of a Change of Control of the Corporation (as hereinafter defined) or after the sale of substantially all the assets of the Corporation, upon the earlier of a) Employee’s employment is terminated without cause after a Change of Control of the Corporation or b) upon the expiration of six (6) months following said Change of Control, then the Employee shall be entitled to severance pay equal to two (2) times the annual Compensation of Employee. Severance pay pursuant to this paragraph shall be paid to the Employee either a) over a 24-month period or b) in a one-time lump sum payment, at Employee’s option. If the Employee elects payment over a 24 month period, then monthly installments shall commence on the first day of the calendar month following the date of termination of employment or the first day of the calendar month following the expiration of six (6) months after a Change of Control. If the Employee elects payment in a one-time lump sum payment, then said payment shall be made within thirty (30) days of the date of termination of employment or within thirty (30) days after the expiration of the six (6) months after a Change of Control. In the event that the Employee is entitled to the severance pay pursuant to this sub-section, the obligation of the Employee not to use or to disclose any “proprietary or confidential information” set forth in Section 8 hereof shall apply for two (2) years following such Change of Control of the Corporation or such sale of substantially all the assets of the Corporation.
(iii) The severance pay provisions of this Section 14(a) (ii) are not additive and in no event shall the Employee be entitled to receive severance pay greater than two (2) times the annual Compensation.
(iv) Notwithstanding anything else contained herein, in the event of a Change of Control of the Corporation (as hereinafter defined) or after the sale of substantially all the assets of the Corporation, upon the earlier of a) Employee’s employment is terminated without cause after a Change of Control of the Corporation or b) upon the expiration of six (6) months following said Change of Control, then Employee shall receive either of the following for unvested stock options previously granted to Employee:
A) in the event of a Change of Control in which the Corporation is acquired in a cash purchase, then Employee shall receive a lump sum payment constituting the positive difference between the exercise price of unvested stock options previously granted to Employee and the transaction price of common stock; or
B) in the event of a Change of Control in which the Corporation is acquired in a stock purchase, then Employee’s stock options which have not vested prior to termination without cause shall be converted to an amount of unqualified vested options of the acquiring corporation’s stock at the original xxxxx xxxxx to Employee based upon the conversion rate of the acquiring corporation’s stock on the acquisition date.
(v) Notwithstanding anything else contained herein, in the event Employee’s employment is terminated without cause within sixty (60) days prior to the release of a press release regarding a Change of Control of the Corporation, then the Employee shall be entitled to severance pay equal to two (2) times the annual Compensation of Employee. Severance pay pursuant to this paragraph shall be payable to the Employee either a) over a 24 month period or b) in a one-time lump sum payment, at Employee’s option. If the Employee elects payment over a 24-month period, then monthly installments shall commence on the first day of the calendar month following Employee’s election for payment. If the Employee elects payment in a one-time lump sum payment, then said payment shall be made within thirty (30) days of the date of Employee’s election for payment. In addition, for any unvested stock options previously granted to Employee, Employee shall be entitled to either payment or conversion of such unvested stock options as described in paragraph 14 (a) (iv). In the event that the Employee is entitled to the severance pay pursuant to this sub-section, the obligation of the Employee not to use or to disclose any “proprietary or confidential information” set forth in Section 8 hereof shall apply for two (2) years following the, earlier of such termination or such Change of Control of the Corporation.
(vi) For purposes of this Agreement, “Change of Control of the Corporation” means the acquisition by any person or persons acting in concert (including corporations, partnerships, associations or unincorporated organizations), of legal ownership or beneficial ownership (within the meaning of Rule 13d-3, promulgated by the Securities and Exchange Commission and now in effect under the Securities Exchange Act of 1934 (as s amended), of a number of voting shares of capital stock of the Corporation greater than the number of voting shares of capital stock of the Corporation which are then owned, both legally and beneficially (as defined above), by Xxxxx X. Xxxx, Xxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxx, their immediate families and the companies through which they and their immediate families hold ownership in the Corporation (“the Founders”). None of the Founders shall be counted among those persons acting in concert to acquire ownership unless such Founder, acting in concert with an acquiring person or group (an “Acquiring Group Founder”), votes against the other Founders in an election for the Board of Directors or the modification of the Corporation’s certificate of incorporation or by-laws or in the vote to accept or reject a plan of merger, sale of substantially all of the assets of the Corporation or similar proposal. The shares of an Acquiring Group Founder shall be counted in the acquiring group’s shares and shall not be counted in the shares of the Founders who are not Acquiring Group Founders.
Appears in 1 contract
Employee’s Rights and Obligations Upon Termination of Employment By the Corporation Without Cause. If Employee’s employment is terminated by the Corporation without cause pursuant to Section 12(d) herein, then employee than Employee shall be entitled to the following in full satisfaction of his rights under this Agreement or at law:
(a) Severance Pay.
(i) Employee shall be entitled to severance pay in an amount equal to the annual Compensation. Such severance pay will be payable in accordance with the Corporation’s normal pay practices over the 12 months following such termination of employment.
(ii) Notwithstanding anything else contained herein, in the event of a Change of Control of the Corporation (as hereinafter defined) or after the sale of substantially all the assets of the Corporation, upon the earlier of a) Employee’s employment is terminated without cause after a Change of Control of the Corporation or (b) upon the expiration of six (6) months following said Change of Control, then the Employee shall be entitled to severance pay equal to two (2) times the annual Compensation of Employee. Severance pay pursuant to this paragraph shall be paid to the Employee either a) over a 24-month period or b) in a one-time lump sum payment, at Employee’s option. If the Employee elects payment over a 24 month period, then monthly installments shall commence on the first day of the calendar month following the date of termination of employment or the first day of the calendar month following the expiration of six (6) months after a Change of Control. If the Employee elects payment in a one-time lump sum payment, then said payment shall be made within thirty (30) days of the date of termination of employment or within thirty (30) days after the expiration of the six (6) months after a Change of Control. In the event that the Employee is entitled to the severance pay pursuant to this sub-section, the obligation of the Employee not to use or to disclose any “proprietary or confidential information” set forth in Section 8 hereof shall apply for two (2) years following such Change of Control of the Corporation or such sale of substantially all the assets of the Corporation.
(iii) The severance pay provisions of this Section 14(a) (iiiii) are not additive and in no event shall the Employee be entitled to receive severance pay greater than two (2) times the annual Compensation.
(iv) Notwithstanding anything else contained herein, in the event of a Change of Control of the Corporation (as hereinafter defined) or after the sale of substantially all the assets of the Corporation, upon the earlier of a) Employee’s employment is terminated without cause after a Change of Control of the Corporation or b) upon the expiration of six (6) months following said Change of Control, then Employee shall receive either of the following for unvested stock options previously granted to Employee:
A) in the event of a Change of Control in which the Corporation is acquired in a cash purchase, then Employee shall receive a lump sum payment constituting the positive difference between the exercise price of unvested stock options previously granted to Employee and the transaction price of common stock; or
B) in the event of a Change of Control in which the Corporation is acquired in a stock purchase, then Employee’s stock options which have not vested prior to termination without cause shall be converted to an amount of unqualified vested options of the acquiring corporation’s stock at the original xxxxx xxxxx to Employee based upon the conversion rate of the acquiring corporation’s stock on the acquisition date.
(v) Notwithstanding anything else contained herein, in the event Employee’s employment is terminated without cause within sixty (60) days prior to the release of a press release regarding a Change of Control of the Corporation, then the Employee shall be entitled to severance pay equal to two (2) times the annual Compensation of Employee. Severance pay pursuant to this paragraph shall be payable to the Employee either a) over a 24 month period or b) in a one-time lump sum payment, at Employee’s option. If the Employee elects payment over a 24-month period, then monthly installments shall commence on the first day of the calendar month following Employee’s election for payment. If the Employee elects payment in a one-time lump sum payment, then said payment shall be made within thirty (30) days of the date of Employee’s election for payment. In addition, for any unvested stock options previously granted to Employee, Employee shall be entitled to either payment or conversion of such unvested stock options as described in paragraph 14 (a) (iv). In the event that the Employee is entitled to the severance pay pursuant to this sub-section, the obligation of the Employee not to use or to disclose any “proprietary or confidential information” set forth in Section 8 hereof shall apply for two (2) years following the, earlier of such termination or such Change of Control of the Corporation.
(vi) For purposes of this Agreement, “Change of Control of the Corporation” means the acquisition by any person or persons acting in concert (including corporations, partnerships, associations or unincorporated organizations), of legal ownership or beneficial ownership (within the meaning of Rule 13d-3, promulgated by the Securities and Exchange Commission and now in effect under the Securities Exchange Act of 1934 (as amended), of a number of voting shares of capital stock of the Corporation greater than the number of voting shares of capital stock of the Corporation which are then owned, both legally and beneficially (as defined above), by Xxxxx X. Xxxx, Xxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxx, their immediate families and the companies through which they and their immediate families hold ownership in the Corporation (“the Founders”). None of the Founders shall be counted among those persons acting in concert to acquire ownership unless such Founder, acting in concert with an acquiring person or group (an “Acquiring Group Founder”), votes against the other Founders in an election for the Board of Directors or the modification of the Corporation’s certificate of incorporation or by-laws or in the vote to accept or reject a plan of merger, sale of substantially all of the assets of the Corporation or similar proposal. The shares of an Acquiring Group Founder shall be counted in the acquiring group’s shares and shall not be counted in the shares of the Founders who are not Acquiring Group Founders.’s
Appears in 1 contract
