Common use of MERGER OR OTHER CHANGE IN CONTROL Clause in Contracts

MERGER OR OTHER CHANGE IN CONTROL. Employee shall have the right to terminate this Agreement for good reason if at any time within ninety (90) days after completion of (i) a merger of the Company with any other corporation as a result of which the shareholders of the Company immediately prior to such merger fail to win at least a majority of the voting securities of the surviving corporation in such merger immediately after the merger, and members of the Board of Directors of the Company, elected by the shareholders of the Company or by a majority of the directors of the Company who were elected by the stockholders of the Company, fail to constitute a majority of the Board of Directors of the surviving corporation following completion of the merger, or (ii) a sale of all or substantially all of the assets of the Company to another corporation, if (x) a majority of the directors of the ultimate parent of the purchase immediately following the purchase and sale were not members of the Board of Directors of the Company immediately prior to such sale, AND (y) shareholders of the Company immediately prior to such sale do not hold a majority of the voting securities of the ultimate parent of the purchasing corporation following completion of such sale; or (iii) a purchase by another person, firm or corporation of a majority of the voting securities of the Company, AND following completion of such sale, members of the Board of Directors of the Company elected by the shareholders of the Company (other than such purchaser) fail to constitute a majority of the Board of Directors of the Company.

MERGER OR OTHER CHANGE IN CONTROL. Employee shall have the right to terminate this Agreement for good reason if at any time within ninety (90) days after completion of (i) a merger of the Company with any other corporation as a result of which the shareholders of the Company immediately prior to such merger fail to win hold at least a majority of the voting securities of the surviving corporation in such merger immediately after the merger, and members of the pre-merger Board of Directors of the Company, elected by the pre-merger shareholders of the Company or by a majority of the directors of the Company who were elected by the pre-merger stockholders of the Company, fail to constitute a majority of the Board of Directors of the surviving corporation following completion of the merger, or (ii) a sale of all or substantially all of the assets of the Company to another corporation, corporation if (x) a majority of the directors of the ultimate parent of the purchase purchaser immediately following the purchase and sale were not members of the Board of Directors of the Company immediately prior to such sale, AND (sale and y) shareholders of the Company immediately prior to such sale do not hold a majority of the voting securities of the ultimate parent of the purchasing corporation following completion of such sale; or (iii) a purchase by another person, firm firm, or corporation of a majority of the voting securities of the Company, AND and following completion of such sale, members of the Board of Directors of the Company elected by the shareholders of the Company (other than such purchaser) fail to constitute a majority of the Board of Directors of the Company.

MERGER OR OTHER CHANGE IN CONTROL. Employee shall have the right to terminate this Agreement for good reason if at any time within ninety (90) days after completion of (i) a merger of the Company with any other corporation as a result of which the shareholders of the Company immediately prior to such merger fail to win at least a majority of the voting securities of the surviving corporation in such merger immediately after the merger, and members of the Board of Directors of the Company, elected by the shareholders of the Company or by a majority of the directors of the Company who were elected by the stockholders of the Company, fail to constitute a majority of the Board of Directors of the surviving corporation following completion of the merger, or (ii) a sale of all or substantially all of the assets of the Company to another corporation, individual or entity, if (x) a majority of the directors of the ultimate parent of the purchase immediately following the purchase and sale were not members of the Board of Directors of the Company immediately prior to such sale, AND and (y) shareholders of the Company immediately prior to such sale do not hold a majority of the voting securities of the ultimate parent of the purchasing corporation following completion of such sale; or (iii) a purchase by another person, firm or corporation of a majority of the voting securities of the Company, AND and following completion of such sale, members of the Board of Directors of the Company elected by the shareholders of the Company (other than such purchaser) fail to constitute a majority of the Board of Directors of the Company.

MERGER OR OTHER CHANGE IN CONTROL. Employee shall have the right to terminate this Agreement for good reason if Cause at any time within ninety (90) days after completion of a Change in Control of the Company. A Change of Control is deemed to have occurred after the completion of (i) a merger of the Company with any other corporation as a result of which the shareholders of the Company immediately prior to such merger fail to win at least a majority of the voting securities of the surviving corporation in such merger immediately after the merger, and members of the Board of Directors of the Company, elected by the shareholders of the Company or by a majority of the directors of the Company who were elected by the stockholders of the Company, fail to constitute a majority of the Board of Directors of the surviving corporation following completion of the merger, or (ii) a sale of all or substantially all of the assets of the Company to another corporation, if (x) a majority of the directors of the ultimate parent of the purchase immediately following the purchase and sale were not members of the Board of Directors of the Company immediately prior to such sale, AND and (y) shareholders of the Company immediately prior to such sale do not hold a majority of the voting securities of the ultimate parent of the purchasing corporation following completion of such sale; , or (iii) a purchase by another person, firm or corporation of a majority of the voting securities of the Company, AND following completion of such sale, members of the Board of Directors of the Company elected by the shareholders of the Company (other than such purchaser) fail to constitute a majority of the Board of Directors of the Company.. Employer and Employee agree that, in the event Employee terminates this Agreement pursuant to this paragraph 5, Employee shall receive the equivalent of six (6)