Key Employee and Certain Ownership Adjustments Sample Clauses

Key Employee and Certain Ownership Adjustments. A significant portion of Junction's interest in the LLC is based upon services to be provided to the LLC by Ted Xxxxxx, x key employee of Junction (the "Key Employee"); and Summa Four has invested in the LLC with the expectation and in reliance upon the fact that such services will be provided to the LLC by the Key Employee. Therefore, it is agreed, and Junction covenants, that until such time as all of the Junction's right title and interests in the LLC (the "Junction Interest") is purchased by Summa Four, Junction shall engage the Key Employee to work on the development and/or testing of the Product on a full time basis ("Full Time Product Development"). Full Time Product Development means the Key Employee devotes his entire business time, attention and energies to the development and/or testing of the Product and other matters necessarily related thereto. Further, it is agreed that (i) if at any time on or prior to March 31, 1999, the Key Employee is not engaged in Full Time Product Development, then Junction's Percentage Interest in the LLC shall be reduced to 5%; and (ii) if at any time after March 31, 1999, but prior to April 1, 2000, the Key Employee is not engaged in Full Time Product Development, then Junction's Percentage Interest in the LLC shall be reduced to 15%. Notwithstanding the foregoing sentence, Junction's Percentage Interest shall not be reduced in accordance with the preceding sentence in the event that Summa Four and Junction shall have agreed in writing, prior to the date that the Key Employee ceases to be in engaged in Full Time Product Development, to terminate all further development of the Product. Any reduction in Junction's Percentage Interest in the LLC under this Section 8.01 shall result in a corresponding increase in Summa Four's Percentage Interest in the LLC.
Sample 1
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Related to Key Employee and Certain Ownership Adjustments

  • Change in Control Provisions Notwithstanding anything to the contrary in these Terms and Conditions, the following provisions shall apply to all Stock Units granted under the attached Award Agreement.

  • Limitation on Effecting Transactions Resulting in Certain Adjustments The Company will not engage in or be a party to any transaction or event that would require the Conversion Rate to be adjusted pursuant to Section 5.05(A) or Section 5.07 to an amount that would result in the Conversion Price per share of Common Stock being less than the par value per share of Common Stock.

  • Certain Adjustments The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

  • Employment After a Change in Control If a Change in Control of the Company (as defined in Section 12) occurs during the Change in Control Period and the Executive is employed by the Company on the date the Change in Control occurs (the “Change in Control Date”), the Company will continue to employ the Executive in accordance with the terms and conditions of this Agreement for the period beginning on the Change in Control Date and ending on the third anniversary of such date (the “Employment Period”). If a Change in Control occurs on account of a series of transactions, the Change in Control Date is the date of the last of such transactions.

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • Changes in Benefits The Bank shall not make any changes in such plans, benefits or privileges previously described in Section 3(c), (d) and (e) which would adversely affect the Executive's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Bank and does not result in a proportionately greater adverse change in the rights of, or benefits to, the Executive as compared with any other executive officer of the Bank. Nothing paid to Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to Executive pursuant to Section 3(a) hereof.

  • Changes in Control (a) Notwithstanding any other provision in this Agreement to the contrary, all unvested options outstanding under this Agreement shall immediately vest and become exercisable upon a Change in Control.

  • Termination and Change in Control In the event of a Change in Control and at any time during the Change of Control Period (x) the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change of 10 miles or more in the Executive’s location of employment, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates his employment, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severence benefits consisting of:

  • Prior to a Change in Control If the Final Measurement Date occurs prior to a Change in Control, the Award will be settled in shares of Tyson Class A common stock no later than sixty (60) days after the Final Measurement Date; provided, however, that if the 60-day period for execution and non-revocation of a Release pursuant to Section 3.3 above will span two (2) calendar years, then the settlement of the Award will occur as soon as practicable after, but no earlier than, the first (1st) day of the second (2nd) calendar year.

  • Severance and Change in Control Benefits The Committee has designated you a participant in the Company’s Executive Change in Control and Severance Plan (the “Policy”), attached as Exhibit A to this Agreement. As a participant in the Policy, you will be eligible to receive severance payments and benefits upon certain qualifying terminations of your Employment as set forth in Exhibit B to this Agreement (the “Participation Terms”), subject to the terms and conditions of the Policy. By signing this Agreement, you agree that this Agreement, the Policy, and the Participation Terms constitute the entire agreement between you and the Company regarding the subject matter of this paragraph and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied), and specifically supersede any severance and/or change of control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. For the avoidance of doubt, all other terms of any equity awards granted to you by the Company will remain in effect.

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