Merger; Change of Control Sample Clauses

Merger; Change of Control. Borrower shall not merge or consolidate with or into any Person. Borrower shall not acquire by purchase, or otherwise, all or substantially all of the assets or capital stock of any Person. Borrower shall not permit a Change of Control of Borrower without the prior written consent of Lender, which may be withheld in Lender’s sole and absolute discretion.
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Merger; Change of Control. (a) Lessee shall obtain the prior written consent of Lessor (which such consent shall not be unreasonably denied, withheld, conditioned or delayed) at least forty-five (45) days prior to the occurrence of a Change of Control of Lessee. As used herein “Change of Control” of a Person shall mean, as the result of a single or series of transactions, directly or indirectly (A) any acquisition of such Person or its capital stock, membership interests or other ownership interests by means of purchase, merger, tender offer, reorganization, business combination, consolidation or other event in which the Substantial Majority (as defined below) of the voting power of the then outstanding capital stock, membership interests or other ownership interests of such Person entitled to vote at the election of the Board of Directors, Managers or other senior management of such Person is transferred, (B) such Person acquires through any purchase, merger, tender offer, reorganization, business combination, consolidation or other event the majority of the voting power of the then outstanding capital stock, membership interests or other ownership interests of any Person entitled to vote at an election of the Board of Directors, Managers or other senior management of such Person, or (C) any sale or other disposition of all or substantially all of Borrower’s assets. As used herein, “Substantial Majority” means fifty-one percent (51%) or such other percentage as Lessor shall reasonably determine to be a material to Lessee’s business, financial condition or ability to perform any obligation to Lessor hereunder.
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Merger; Change of Control. Without the prior written consent of the Agent (such consent not to be unreasonably withheld), neither the Seller nor the Depositor shall enter into any transaction of merger, consolidation or amalgamation (in any case, other than any merger, consolidation or amalgamation of any Affiliate(other than the Issuer or the Depositor) of the Seller into the Seller), or liquidate, wind up or dissolve itself (or suffer any liquidation, wind up or dissolution). In addition, without the prior written consent of the Agent, the Seller hereby covenants that it shall not enter into any agreement or understanding, engage in any transaction or take any other action that shall result in a Change of Control.
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Merger; Change of Control. Without the prior written consent of the Agent, the Seller and the Depositor shall not enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, wind up or dissolution). In addition, without the prior written consent to the Agent, the Seller hereby covenants that it shall not enter into any agreement or understanding, engage in any transaction or take any other action that shall result in a Change of Control with respect to the Seller.
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Merger; Change of Control. In the event of a merger or change of control of Melior, Adhera’s obligation to pay for any expenses shall immediately terminate, but Adhera’s commercial license and right of using data which Melior has at this event shall continue in effect. Further, in the event of a merger or change of control of Melior, Melior (or the third party acquiring the controlling interest in Melior as a result of such merger or change of control) shall reimburse Adhera for any and all expenses borne by Adhera in connection with any and all development work under this Agreement up to the effective date of such merger or change of control.
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Merger; Change of Control. Without the prior written consent of the Agent, (i) the Depositor shall not enter into any transaction related to a merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, wind up or dissolution) and (ii) the Seller shall not enter into any transaction related to a merger, consolidation or amalgamation which shall result in a material change in its Core Business Activities as carried on as of the date hereof or shall result, at any time, in less than 75% of the total revenue of Nationstar being derived from its Core Business Activities for the immediately preceding twelve (12) month period, or liquidate, wind up or dissolve itself (or suffer any liquidation, wind up or dissolution). In addition, without the prior written consent of the Agent, the Seller hereby covenants that it shall not enter into any agreement or understanding, engage in any transaction or take any other action that shall result in a Change of Control with respect to the Seller.
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Merger; Change of Control. In the event of a merger or change of control of Autotelic, Oncotelic’s obligations under this agreement shall survive with the successor and Oncotelic’s commercial license and right of using data which Autotelic has at this event shall continue in effect. In the event of a merger or change of control of Oncotelic will not absolve Oncotelic, or the successor, of it’s obligations under this agreement unless such merger occurs between Oncotelic and Autotelic. For clarity, only if a merger occurs between Oncotelic and Autotelic, then and only then shall all the Milestone Payments cease to be obligations for Oncotelic to make to Autotelic.
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Merger; Change of Control. Notwithstanding the provisions of Section 2, upon the happening of one of the following events during the term of this Agreement, the Employee shall elect by notice to the Employer either (a) to terminate his employment under this Agreement effective as of ninety (90) days from the occurrence of one of the events specified in (i) through (iv) below or (b) complete the term of his employment hereunder. Such election shall be made within ninety (90) days of the event's occurrence (the time and date the event becomes effective). If the Employee elects the option provided for in (a) above, the Employee shall be entitled to any unpaid compensation and benefits accrued prior to his leaving the employment of the Employer and a pro-rata share of his performance bonus, if otherwise earned. Except as specifically modified in Section 9 above, the provisions of Sections 7 and 8 of this Agreement will apply in the event that the Employee exercises the option provided in (a) above and terminates his employment. If Employee elects the option provided for in (b) above, the capacity and duties of the Employee may not differ materially from those provided in Section 4, and shall be appropriate, taking into account Employee's capacity and duties with Employer as provided in Section 4. The events referred to above are as follows: (i) A change of control which shall be deemed to have occurred if and when any "person", as such term is used in 15 USCA Section 78c(9), is or becomes a beneficial owner, directly or indirectly, of securities of the Employer or its parent company representing greater than fifty percent (50%) of the combined voting power of the Employer's or its parent company's then outstanding securities. Notwithstanding the foregoing, no "change in control" shall be deemed to have occurred by virtue of any transaction which results in the Employee and a member or members of the Employer's Board of Directors, existing at any time, acquiring, directly or indirectly, more than fifty percent (50%) of the combined voting power of the Employer's or its parent company's outstanding securities. (ii) Any sale, transfer or other disposition of more than fifty percent (50%) of the assets of Lincoln Bank of North Carolina, to any entity outside the Carolina First BancShares, Inc. family of companies. (iii) Any dissolution or liquidation of Lincoln Bank of North Carolina, or its parent company; (iv) Any conversion of the common stock of Lincoln Bank of North Carolina or Carolin...
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Related to Merger; Change of Control

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • No Change of Control The Company shall use reasonable best efforts to obtain all necessary irrevocable waivers, adopt any required amendments and make all appropriate determinations so that the issuance of the Shares to the Purchasers will not trigger a “change of control” or other similar provision in any of the agreements to which the Company or any of its Subsidiaries is a party, including without limitation any employment, “change in control,” severance or other agreements and any benefit plan, which results in payments to the counterparty or the acceleration of vesting of benefits.

  • Change of Control There occurs any Change of Control; or

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • Change of Control/Change in Management (i) During any period of twelve (12) consecutive months ending on each anniversary of the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office; (ii) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the then outstanding voting stock of the Parent Guarantor; (iii) The Parent Guarantor shall cease to own and control, directly or indirectly, at least a majority of the outstanding Equity Interests of the Borrower; or (iv) The Parent Guarantor or a Wholly-Owned Subsidiary of the Parent Guarantor shall cease to be the sole general partner of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower.

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

  • No Change in Control Guarantor shall not permit the occurrence of any direct or indirect Change in Control of Tenant or Guarantor.

  • Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • Termination Apart from a Change of Control If the Employee's employment with the Company terminates other than as a result of an Involuntary Termination within the twelve (12) months following a Change of Control, then the Employee shall not be entitled to receive severance or other benefits hereunder, but may be eligible for those benefits (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such termination.

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