Involuntary Termination in Connection with a Corporate Transaction Sample Clauses

Involuntary Termination in Connection with a Corporate Transaction. Should Executive’s employment with the Company or, as applicable, its successor, terminate by reason of an Involuntary Termination (i) immediately prior to and in contemplation of, (ii) upon or (iii) within twelve (12) months following a Corporate Transaction, Executive will become entitled to receive the Severance Payments provided under Section 1.6.2 above, and an additional 12 months of salary continuation, payable in installments in accordance with the Company’s normal payroll practices and subject to the tax withholding specified in Section 1.4.1 above. For the purposes of this Agreement, a “Corporate Transaction” shall mean either of the following stockholder-approved transactions to which the Company is a party: (i) a merger or consolidation in which securities representing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction; provided, however, that a bona fide financing transaction shall not be deemed to be a Corporate Transactions for purposes hereof; or (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets in complete liquidation or dissolution of the Company.
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Involuntary Termination in Connection with a Corporate Transaction. If Executive’s employment is terminated within eighteen (18) months immediately following a Corporate Transaction, by the Company without Cause (and other than as a result of Executive’s death or Disability (as defined below)) or due to Executive resigning her employment for Good Reason (a “Change in Control Termination”), provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide to Executive the Severance Benefits (subject to the terms and conditions of this Section 7.2); provided that the Severance Benefits set forth in Section 7.2.3(a) shall be replaced with the following: “Effective as of the later of your Change in Control Termination, or the effective date of the Corporate Transaction, the vesting and exercisability of all outstanding stock options and other equity awards covering the Company’s common stock that are held by Executive as of immediately prior to the Change in Control Termination shall accelerate vesting in full.” 7.3
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Involuntary Termination in Connection with a Corporate Transaction. Should Executive’s employment with the Company or, as applicable, its successor, terminate by reason of an Involuntary Termination (i) immediately prior to and in contemplation of, (ii) upon or (iii) within twelve (12) months following a Corporate Transaction, Executive will become entitled to receive the Severance Payments provided under Section 1.6.2 above, and the immediate vesting of the Options. For the purposes of this Agreement, a “Corporate Transaction” shall mean either of the following stockholder-approved transactions to which the Company is a party: (i) a merger or consolidation in which securities representing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction; provided, however, that a bona fide financing transaction shall not be deemed to be a Corporate Transactions for purposes hereof; or (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets in complete liquidation or dissolution of the Company.
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Related to Involuntary Termination in Connection with a Corporate Transaction

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company or its Affiliates terminate Executive’s employment with the Company or its Affiliates, respectively, without Cause or Executive resigns from such employment for Good Reason within twelve (12) months following a Change of Control, and Executive signs and does not revoke a separation agreement and release of claims with the Company (in a form acceptable to the Company), then Executive will receive the following severance from the Company:

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

  • Termination without Cause or Resignation for Good Reason in Connection with a Change in Control If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive the following:

  • Termination in Connection with Change in Control a. This Agreement terminates if it is not assumed by the successor corporation (or affiliate thereto) upon a Change in Control (as defined below).

  • Termination of Employment in Connection with a Change in Control If the Executive’s employment is terminated either by the Company Without Cause (as defined in Section 6(d)) or by the Executive for Good Reason (as defined in Section 6(e)(ii)), in either case within the period commencing one month prior to and ending twelve months following a Change in Control, then, subject to Section 22 [Compliance with Section 409A], the Executive shall be entitled to the compensation and benefits set forth in Sections 8(e)(i)(a) through (e) (in addition to any other payments or benefits provided under this Agreement), provided that within sixty days following the Executive’s termination of employment (i) the Executive has executed and delivered the Release to the Company, and (ii) the Release has become irrevocable:

  • Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • Involuntary Termination Without Cause In the event of the Participant’s involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof.

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