Following an Irrevocable Election or Change in Control Sample Clauses

Following an Irrevocable Election or Change in Control each member of the Committee who is not at the time of any meeting of the Committee an employee, officer or director of the Dime shall receive a fee of $1,500 for each meeting of the Committee which he or she attends personally and $1,000 for each meeting of the Committee which he or she attends by telephone or other electronic or wireless means enabling all members in attendance to communicate with each other contemporaneously, and following the time such member of the Committee ceases to be an employee, officer or director of the Dime, shall be reimbursed for any reasonable out-of-pocket expenses incurred in connection with performing his or her duties under this Trust Agreement. Upon presentation of a request for such reimbursements to the Trustee (containing such information, including receipts for out-of-pocket expenses, as the Trustee may reasonably request), then, if not previously reimbursed by the Bank or pursuant to any Umbrella Trust, the Committee shall direct the Trustee to make such reimbursements, which shall be reimbursed out of the Trust Fund. In the event the Committee hereunder undertakes a meeting that is combined with or occurs on the same day as one or more meetings of the committees under the Umbrella Trusts, any Committee member who is a member of such other committee(s) shall be entitled to
Sample 1
AutoNDA by SimpleDocs
Following an Irrevocable Election or Change in Control each member of the Committee who is not at the time of any meeting of the Committee an employee, officer or director of the Dime shall receive a fee of $1,500 for each meeting of the Committee which he or she attends personally and $1,000 for each meeting of the Committee which he or she attends by telephone or other electronic or wireless means enabling all members in attendance to communicate with each other contemporaneously, and, following the time such member of the Committee ceases to be an employee, officer or director of the Dime, shall be reimbursed for any reasonable out-of-pocket expenses incurred in connection with performing his or her duties under this Trust Agreement. Upon presentation of a request for such reimbursements to the Trustee (containing such information, including receipts for out-of-pocket expenses, as the Trustee may reasonably request), then, if not previously reimbursed by the Dime or pursuant to another Umbrella Trust (as defined below), the Committee shall direct the Trustee to make such reimbursements, which shall be reimbursed out of the Trust Fund. In the event the Committee hereunder undertakes a meeting that is combined with or occurs on the same day as a meeting of one or more committees under the trust under the Umbrella Trust Agreement, dated as of May 18, 2000, among the Company, the Bank and HSBC Bank USA, as Trustee with respect to the Designated Arrangements of the Bank and Related Entities (including any subsequent amendments or successor agreements thereto) (the "Broad-Based Trust"), or the Benefit Protection Trust Agreement, dated as of May 18, 2000, among the Company, the Bank and HSBC Bank USA, as Trustee (including any subsequent amendments or successor agreements thereto) (the "Benefit Protection Trust" and, each of the Benefit Protection Trust and the Broad-Based Trust, an "Umbrella Trust"), any Committee member who is a member of such other committee(s) shall be entitled to only a single fee for such meeting or meetings, and the Trustee shall pay a pro-rated portion of the fee for the meeting (based upon the number of trusts to which the meeting or meetings relate) out of the assets of this Trust Fund.
Sample 1
Following an Irrevocable Election or Change in Control each member of the Committee who is not at the time of any meeting of the Committee an employee, officer or director of the Dime shall receive a fee of $1,500 for each meeting of the Committee which he or she attends personally and $1,000 for each meeting of the Committee which he or she attends by telephone or other electronic or wireless means enabling all members in attendance to communicate with each other contemporaneously, and, following the time such member of the Committee ceases to be an employee, officer or director of the Dime, shall be reimbursed for any reasonable out-of-pocket expenses incurred in connection with performing his or her duties under this Trust Agreement. Upon presentation of a request for such reimbursements to the Trustee (containing such information, including receipts for out-of-pocket expenses, as the Trustee may reasonably request), then, if not previously reimbursed by the Dime, the Committee shall direct the Trustee to make such reimbursements, which shall be reimbursed out of the Trust Fund.
Sample 1

Related to Following an Irrevocable Election or Change in Control

  • Notice of Change in Control or Control Event The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.3. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.3.

  • Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Following a Change in Control If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

  • Selection of Reviewing Party; Change in Control If there has not been a Change in Control, any Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), any Reviewing Party with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnification of Expenses under this Agreement or any other agreement or under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect, or under any other applicable law, if desired by Indemnitee, shall be Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

  • Notice of Material Actions / Change in Control The Sub-Adviser will keep the Trust and the Adviser informed of developments relating to its duties as subadviser of which the Sub-Adviser has, or should have, knowledge that would materially affect the Fund. The Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any of the following events (i) it is served or otherwise receives notice of, or is threatened with, any material action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental, administrative or self-regulatory agency, or public board or body, involving the affairs of the Fund and (ii) any change in the partners of the Sub-Adviser or in the actual control or management of the Sub-Adviser or change in the portfolio manager(s) primarily responsible for the day-to-day management of the Allocated Portion.

  • PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL (a) Upon the occurrence of a Change in Control of the Bank or the Company (as herein defined) followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control.

  • Termination Upon or Following a Change of Control (a) A Change of Control of the Company ("Change of Control") shall be deemed to have occurred upon the happening of any of the following events:

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

Time is Money Join Law Insider Premium to draft better contracts faster.